Exhibit
4.5


 




 





 


NORTHWESTERN CORPORATION


 


TO


 


JPMORGAN CHASE BANK


 


as Trustee


 










 


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


 




 





 





















 


SUPPLEMENTAL INDENTURE, dated as of November 1,
2004 (this “Supplemental Indenture”), made by and between NORTHWESTERN
CORPORATION (formerly known as Northwestern Public Service Company), a
corporation organized and existing under the laws of the State of Delaware (the
“Company”), the post office address of which is 125 S. Dakota Avenue,
Suite 1100, Sioux Falls, South Dakota 57104, and JPMORGAN CHASE BANK (successor
by merger to The Chase Manhattan Bank (National Association)), a bank organized
and existing under the laws of the State of New York (the “Trustee”), as
Trustee under the General Mortgage Indenture and Deed of Trust dated as of
August 1, 1993, hereinafter mentioned, the post office address of which is 4
New York Plaza, 15th Floor, New York, New York 10004;


 


WHEREAS, the Company has heretofore executed and
delivered its General Mortgage Indenture and Deed of Trust dated as of August
1, 1993 (the “Original Indenture”), to the Trustee, for the security of
the Bonds of the Company issued and to be issued thereunder (the “Bonds”);
and


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee six indentures supplemental to the Original Indenture,
the first dated as of August 15, 1993, the second dated as of August 1, 1995,
each of the third, fourth and fifth dated as of September 1, 1995, and the
sixth dated as of February 1, 2003 (the Original Indenture, as supplemented and
amended by the aforementioned six supplemental indentures and by this
Supplemental Indenture, being hereinafter referred to as the “Indenture”);
and


 


WHEREAS, the Company desires to create three new
series of Bonds to be issued under the Indenture, to be known respectively as First
Mortgage Bonds, Collateral (2004) Series A, due 2009 (the “First
Mortgage Bonds, Collateral (2004) Series A”), First Mortgage Bonds,
Collateral (2004) Series B, due 2011 (the “First Mortgage Bonds,
Collateral (2004) Series B”) and First Mortgage Bonds, Collateral
(2004) Series C, due 2014 (the “First Mortgage Bonds, Collateral (2004)
Series C”); and


 


WHEREAS, the Company, in the exercise of the powers
and authority conferred upon and reserved to it under the provisions of the
Indenture, and pursuant to appropriate resolutions of the Board of Directors,
has duly resolved and determined to make, execute and deliver to the Trustee a
Supplemental Indenture in the form hereof for the purposes herein provided; and


 


WHEREAS, all conditions and requirements necessary to
make this Supplemental Indenture a valid, binding and legal instrument have
been done, performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized;


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


THAT NorthWestern Corporation, in consideration of the
acceptance or the purchase and ownership (as applicable) from time to time of
the Bonds and the service by the Trustee and its successors, under the
Indenture and of One Dollar to it, duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with the Trustee and its 


 





















 


successors in the trust under the Indenture, for the
benefit of those who shall hold the Bonds as follows:


 


ARTICLE I

DESCRIPTION OF FIRST MORTGAGE BONDS, COLLATERAL (2004)

SERIES A


 


SECTION 1.  The Company hereby creates a new series of
Bonds to be known as “First Mortgage Bonds, Collateral (2004) Series A,
due 2009”.  The First Mortgage Bonds,
Collateral (2004) Series A shall be executed, authenticated and delivered
in accordance with the provisions of, and shall in all respects be subject to,
all of the terms, conditions and covenants of the Indenture, as supplemented
and modified.  The aggregate principal
amount of First Mortgage Bonds, Collateral (2004) Series A which may be
authenticated and delivered under the Indenture (except for First Mortgage
Bonds, Collateral (2004) Series A authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other First
Mortgage Bonds, Collateral (2004) Series A pursuant to the Indenture and
except for First Mortgage Bonds, Collateral (2004) Series A which,
pursuant to the Indenture, are deemed never to have been authenticated and
delivered under the Indenture) is limited to $35,000,000.


 


First Mortgage Bonds, Collateral (2004) Series A
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,
as borrower, 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 (together with
its successors 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 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 


 


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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 First Mortgage Bonds, Collateral (2004) Series A that
are Outstanding on such day, and (ii) the denominator of which is the sum
of (a) the aggregate principal amount of the First Mortgage Bonds,
Collateral (2004) Series A 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 “Montana Revolving Credit Bonds”)
that are outstanding on such day under the Company’s Mortgage and Deed of
Trust, dated as of October 1, 1945, relating (among other things) to property acquired
by the Company from NorthWestern Energy, L.L.C., which in turn acquired such property
from The Montana Power Company (as amended and supplemented, the “Montana Mortgage”).  Simultaneously with the issuance and
registration of the First Mortgage Bonds, Collateral (2004) Series A in the
name of the Collateral Agent (for the same purpose), the Montana 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 28.00% (being
the expression as a percentage (rounded to the second decimal place) of a
fraction, the numerator of which is $35,000,000 (the aggregate principal amount
of the First Mortgage Bonds, Collateral (2004) Series A that are to be issued
and become Outstanding) and the denominator of which is $125,000,000 (the sum
of $35,000,000, the aggregate principal amount of the First Mortgage Bonds,
Collateral (2004) Series A that are to be issued and become Outstanding, plus $90,000,000,
the aggregate principal amount of the Montana Revolving Credit Bonds that are
to be issued and become outstanding under the Montana Mortgage simultaneously
with the issuance of the First Mortgage Bonds, Collateral (2004) Series A).  Pursuant to the Collateral Agreement, the
Collateral Agent has agreed to furnish to the 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 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 First Mortgage Bonds, Collateral (2004) Series A then
Outstanding, and (iv) the aggregate principal amount of the Montana Revolving
Credit Bonds then outstanding under the Montana Mortgage.  The Trustee may conclusively presume that the
Revolving Credit Applicable Share is 28.00% unless and until the Trustee
receives a Revolving Credit Applicable Share Certificate.  Following receipt by the Trustee of a
Revolving Credit Applicable Share Certificate, the 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 Trustee
receives a subsequent Revolving Credit Applicable Share Certificate (and the
Trustee shall be fully protected in relying thereon).


 


First Mortgage Bonds, Collateral (2004) Series A shall
mature on November 1, 2009 (the “Revolving Credit Maturity Date”), with
the unpaid principal of the First 


 


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Mortgage Bonds, Collateral (2004) Series A to be
payable on the Revolving Credit Maturity Date; the unpaid principal amount of
the First Mortgage Bonds, Collateral (2004) Series A 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.  First Mortgage
Bonds, Collateral (2004) Series A shall be dated as provided in Section 3.03(c)
of the Original Indenture (as supplemented).


 


SECTION 2.  First Mortgage Bonds, Collateral (2004) Series A
shall be issued only as registered Bonds without coupons of the denomination of
$1,000, or any integral multiple of $1 in excess of $1,000, appropriately
numbered.  First Mortgage Bonds,
Collateral (2004) Series A may be exchanged, upon surrender thereof, at
the office or agency of the Company in the Borough of Manhattan, The City of
New York, State of New York, for one or more First Mortgage Bonds, Collateral
(2004) Series A of other authorized denominations, for the same aggregate
principal amount, subject to the terms and conditions set forth in the
Indenture.


 


First Mortgage Bonds, Collateral (2004) Series A
shall not be transferable except to any successor Collateral Agent under the
Collateral Agreement.  As a condition 


 


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precedent to any transfer of the First Mortgage Bonds,
Collateral (2004) Series A by the Collateral Agent, the Collateral Agent
shall submit to the Company, the Trustee and the Bond Registrar (in addition to
all other documents and instruments required to be submitted to the Bond
Registrar pursuant to the Indenture) 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 Trustee and the Bond Registrar may conclusively
presume the statements in any such certificate of the Collateral Agent to be
correct).


 


Any transfer of First Mortgage Bonds, Collateral
(2004) Series A (i) shall be subject to the provisions of
Section 3.05 of the Indenture, except that the provisions of
paragraph (g) of such Section 3.05 shall not be applicable to any
transfer of First Mortgage Bonds, Collateral (2004) Series A to a
successor Collateral Agent under the Collateral Agreement, 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 First Mortgage Bonds, Collateral (2004) Series A
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 First Mortgage Bonds, Collateral
(2004) Series A by the Collateral Agent).


 


The Company has appointed JPMorgan Chase Bank as its
agent to receive First Mortgage Bonds, Collateral (2004) Series A
presented or surrendered for payment, to receive First Mortgage Bonds,
Collateral (2004) Series A surrendered for registration of transfer or
exchange and to receive notices and demands to or upon the Company in respect
of the First Mortgage Bonds, Collateral (2004) Series A and the Indenture;
and the corporate trust office of JPMorgan Chase Bank in the Borough of
Manhattan, The City of New York, State of New York shall be the office or agency
of the Company in the Borough of Manhattan, The City of New York, State of New
York at which such presentations, surrenders, notices and demands may be made
or served.


 


SECTION 3.  First Mortgage Bonds, Collateral (2004) Series A
shall be subject to the following terms and conditions (including, without
limitation, redemption terms and conditions):


 


(I)            From
time to time after the issuance of the First Mortgage Bonds, Collateral (2004)
Series A, 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 First Mortgage
Bonds, Collateral (2004) Series A, the unpaid principal amount of the First
Mortgage Bonds, Collateral (2004) Series A 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 


 


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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 First
Mortgage Bonds, Collateral (2004) Series A 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 Trustee (with copies to the
Collateral Agent and the Company), from time to time promptly after the request
of the 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 First Mortgage Bonds,
Collateral (2004) Series A 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
Trustee may conclusively presume the statements contained in each Unpaid
Principal Amount Statement to be correct (and the Trustee shall be fully
protected in relying thereon).


 


(II)           The
Maximum Principal Amount on and as of the date of original issuance of the
First Mortgage Bonds, Collateral (2004) Series A shall be $35,000,000 (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 First Mortgage Bonds, Collateral (2004) Series A 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)         First
Mortgage Bonds, Collateral (2004) Series A 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, First Mortgage Bonds, Collateral (2004) Series A 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, First Mortgage Bonds, Collateral (2004)
Series A 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 First Mortgage Bonds, Collateral (2004) Series A being
equal to the Revolving Credit Applicable Share of the sum of the principal
amount of the Revolving Loans then 


 


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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 First Mortgage Bonds, Collateral (2004) Series A 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 Trustee (such notice and call being waived by the registered
owners of the First Mortgage Bonds, Collateral (2004) Series A by the
acceptance of the First Mortgage Bonds, Collateral (2004) Series A 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 First Mortgage
Bonds, Collateral (2004) Series A 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 First Mortgage Bonds,
Collateral (2004) Series A 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 Trustee may conclusively presume that no redemption
of First Mortgage Bonds, Collateral (2004) Series A 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 


 


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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 Supplemental Indenture) after giving
effect to the related and deemed redemption of First Mortgage Bonds, Collateral
(2004) Series A or the principal amount of the Revolving Loans subject to
acceleration on such date, (iii) the principal amount of First Mortgage Bonds,
Collateral (2004) Series A that are deemed to have been redeemed or are to be
redeemed on such date in accordance with this 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 First Mortgage
Bonds, Collateral (2004) Series A (determined in accordance with this
Supplemental Indenture) and setting forth the amounts of the respective portions
thereof representing principal of and interest on the First Mortgage Bonds,
Collateral (2004) Series A.  Each
Redemption Demand shall be deemed to constitute a written waiver by the
Collateral Agent, as registered owner of all First Mortgage Bonds, Collateral
(2004) Series A then Outstanding, of notice of redemption and call for
redemption by the Company or the Trustee of the First Mortgage Bonds,
Collateral (2004) Series A subject to redemption as described in such
Redemption Demand.  The Trustee may conclusively
presume the statements contained in each Redemption Demand to be correct (and
the Trustee shall be fully protected in relying thereon).


 


The 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 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 First Mortgage Bonds, Collateral
(2004) Series A was rescinded or annulled in accordance with this Supplemental
Indenture.  The Trustee may conclusively
presume the statements contained in any Rescission Notice to be correct (and
the 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 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 First Mortgage Bonds, Collateral
(2004) Series A, 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.  


 


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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 First
Mortgage Bond, Collateral (2004) Series A or First Mortgage Bonds,
Collateral (2004) Series A, from time to time (including, without limitation,
promptly following each redemption of First Mortgage Bonds, Collateral (2004)
Series A 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 Supplemental Indenture), so that at all times the Collateral Agent is
holding one or more First Mortgage Bonds, Collateral (2004) Series A in an
aggregate principal amount equal to, but not in excess of, the Maximum Principal
Amount of the First Mortgage Bonds, Collateral (2004) Series A at such time.


 


(IV)         It
is expressly stated (for the avoidance of any doubt) that, notwithstanding
anything herein or in any First Mortgage Bonds, Collateral (2004) Series A to
the contrary (other than the provisions of subdivision VI below), each payment
of principal of or interest on the First Mortgage Bonds, Collateral (2004)
Series A that becomes due and payable on any day in accordance with this
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 First Mortgage Bonds, Collateral (2004) Series A that becomes due and
payable in accordance with this 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 First Mortgage Bonds, Collateral
(2004) Series A 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 Trustee may
conclusively presume that the obligation of the Company to make payments with
respect to the principal of and interest on the First Mortgage Bonds,
Collateral (2004) Series A has been fully satisfied and discharged unless and
until the 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 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 First Mortgage Bonds, Collateral (2004) Series A which,
in accordance with this Supplemental Indenture, has not been satisfied and
discharged by reason of such failure of the Company.  The Trustee may conclusively presume the
statements contained in any such notice from the 


 


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Administrative Agent to be correct unless and until
the Trustee shall receive a subsequent and/or modified notice from the
Administrative Agent pursuant to and in accordance with this
subdivision (V) (and the 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 Trustee
shall not be responsible for (i) the calculation of interest on the First
Mortgage Bonds, Collateral (2004) Series A, 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 First Mortgage Bonds, Collateral (2004) Series A
(including, without limitation, any reference to the principal payable with
respect to the First Mortgage Bonds, Collateral (2004) Series A 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
First Mortgage Bonds, Collateral (2004) Series A that are Outstanding at any
time to an amount in excess of the Maximum Principal Amount at such time.


 


SECTION 4.  The First Mortgage Bonds, Collateral (2004) Series A
and the Trustee’s Certificate of Authentication shall be substantially in the
form attached hereto as Exhibit A.


 


ARTICLE II

DESCRIPTION OF FIRST MORTGAGE BONDS, COLLATERAL (2004) 

SERIES B


 


SECTION 1.  The Company hereby creates a new series of
Bonds to be known as “First Mortgage Bonds, Collateral (2004) Series B,
due 2011.”  The First Mortgage Bonds,
Collateral (2004) Series B shall be executed, authenticated and delivered
in accordance with the provisions of, and shall in all respects be subject to,
all of the terms, conditions and covenants of the Indenture, as supplemented
and modified.  The aggregate principal
amount of First Mortgage Bonds, Collateral (2004) Series B which may be
authenticated and delivered under the Indenture (except for First Mortgage
Bonds, Collateral (2004) Series B authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other First
Mortgage Bonds, Collateral (2004) Series B pursuant to the Indenture and
except for First Mortgage Bonds, Collateral (2004) Series B which,
pursuant to the Indenture, are deemed never to have been authenticated and
delivered under the Indenture) is limited to $28,000,000.


 


First Mortgage Bonds, Collateral (2004) Series B
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 First Mortgage Bonds, Collateral (2004) Series B
that are Outstanding on such day, and (ii) the denominator of which is the
sum of (a) the aggregate principal amount of the First Mortgage Bonds,
Collateral (2004) 


 


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Series B 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 “Montana Term Loan Bonds”)
that are outstanding on such day under the Montana Mortgage.  Simultaneously with the issuance and
registration of the First Mortgage Bonds, Collateral (2004) Series B in
the name of the Collateral Agent (for the same purpose), the Montana 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 28.00% (being the expression as a percentage (rounded
to the second decimal place) of a fraction, the numerator of which is $28,000,000
(the aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series B
that are to be issued and become Outstanding) and the denominator of which is $100,000,000
(the sum of $28,000,000, the aggregate principal amount of the First Mortgage
Bonds, Collateral (2004) Series B that are to be issued and become
Outstanding, plus $72,000,000, the aggregate principal amount of the Montana
Term Loan Bonds that are to be issued and become outstanding under the Montana
Mortgage simultaneously with the issuance of the First Mortgage Bonds, Collateral
(2004) Series B).  Pursuant to the
Collateral Agreement, the Collateral Agent has agreed to furnish to the 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 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 First
Mortgage Bonds, Collateral (2004) Series B then Outstanding, and
(iv) the aggregate principal amount of the Montana Term Loan Bonds then
outstanding under the Montana Mortgage. 
The Trustee may conclusively presume that the Term Loan Applicable Share
is 28.00% unless and until the Trustee receives a Term Loan Applicable Share
Certificate.  Following receipt by the
Trustee of a Term Loan Applicable Share Certificate, the 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 Trustee
receives a subsequent Term Loan Applicable Share Certificate.


 


First Mortgage Bonds, Collateral (2004) Series B
shall mature on November 1, 2011 (the “Term Loan Maturity Date”),
with (i) an installment of the principal of the First Mortgage Bonds,
Collateral (2004) Series B in an amount equal to $70,000 (said amount
representing one quarter of one percent (0.25%) of the original aggregate
principal amount of the First Mortgage Bonds, Collateral (2004) Series B) 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 First Mortgage Bonds, Collateral (2004) Series B
in an amount equal to $6,580,000 (said amount representing twenty-three and
one-half percent (23.5%) of the original aggregate principal amount of the First
Mortgage Bonds, Collateral (2004) Series B) to be payable on December 31,
2010, March 31, 2011 and June 30, 2011, and (iii) the balance of the principal
of the First Mortgage Bonds, Collateral (2004) Series B to be payable on
the Term Loan Maturity Date (in each case, 


 


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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 First Mortgage Bonds, Collateral (2004) Series B 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); the unpaid principal amount
of the First Mortgage Bonds, Collateral (2004) Series B 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. 
First Mortgage Bonds, Collateral (2004) Series B shall be dated as
in Section 3.03(c) of the Original Indenture (as supplemented) provided.


 


As permitted pursuant to Sections 3.01 and 5.06
of the Indenture (as supplemented), scheduled amortization payments with
respect to the First Mortgage Bonds, Collateral (2004) Series B (as
specified for the First Mortgage Bonds, Collateral (2004) Series B prior
to the Term Loan Maturity Date pursuant to the preceding paragraph of this
Section 1) shall not constitute a redemption in part of the First Mortgage
Bonds, Collateral (2004) Series B for purposes of Section 5.06 of the
Indenture (as supplemented) (and, therefore, surrender of the First Mortgage
Bonds, Collateral (2004) Series B shall not be a condition to the receipt
by the registered owners of the First Mortgage Bonds, Collateral (2004) Series B
of such scheduled amortization payments).


 


SECTION 2.  First Mortgage Bonds, Collateral (2004) Series B
shall be issued only as registered Bonds without coupons of the denomination of
$1,000, or any integral multiple of $1 in excess of $1,000, appropriately
numbered.  First Mortgage Bonds,
Collateral (2004) Series B may be exchanged, upon surrender thereof, at
the office or agency of the Company in the Borough of Manhattan, The City of
New York, State of New York, for one or more First Mortgage Bonds, Collateral
(2004) Series B of other authorized denominations, for the same aggregate
principal amount, subject to the terms and conditions set forth in the
Indenture.


 


First Mortgage Bonds, Collateral (2004) Series B
shall not be transferable except to any successor Collateral Agent under the
Collateral Agreement.  As a condition
precedent to any transfer of the First Mortgage Bonds, Collateral (2004) Series B
by the Collateral Agent, the Collateral Agent shall submit to the Company, the
Trustee and the 


 


12





















 


Bond Registrar (in addition to all other documents and
instruments required to be submitted to the Bond Registrar pursuant to the
Indenture) 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 Trustee and the Bond Registrar may conclusively presume the statements in
any such certificate of the Collateral Agent to be correct).


 


Any transfer of First Mortgage Bonds, Collateral
(2004) Series B (i) shall be subject to the provisions of
Section 3.05 of the Indenture, except that the provisions of
paragraph (g) of such Section 3.05 shall not be applicable to any
transfer of First Mortgage Bonds, Collateral (2004) Series B to a
successor Collateral Agent under the Collateral Agreement, 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 First Mortgage Bonds, Collateral (2004) Series B
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 First Mortgage Bonds, Collateral
(2004) Series B by the Collateral Agent).


 


The Company has appointed JPMorgan Chase Bank as its
agent to receive First Mortgage Bonds, Collateral (2004) Series B
presented or surrendered for payment, to receive First Mortgage Bonds,
Collateral (2004) Series B surrendered for registration of transfer or
exchange and to receive notices and demands to or upon the Company in respect
of the First Mortgage Bonds, Collateral (2004) Series B and the Indenture;
and the corporate trust office of JPMorgan Chase Bank in the Borough of
Manhattan, The City of New York, State of New York shall be the office or
agency of the Company in the Borough of Manhattan, The City of New York, State
of New York at which such presentations, surrenders, notices and demands may be
made or served.


 


SECTION 3.  First Mortgage Bonds, Collateral (2004) Series B
shall be subject to the following redemption and other terms and conditions:


 


(I)            First
Mortgage Bonds, Collateral (2004) Series B 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, First
Mortgage Bonds, Collateral (2004) Series B 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 First Mortgage Bonds, Collateral (2004) Series B 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
Trustee (such notice and call being 


 


13





















 


waived by the registered owners of the First Mortgage
Bonds, Collateral (2004) Series B by the acceptance of the First Mortgage
Bonds, Collateral (2004) Series B 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 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 First
Mortgage Bonds, Collateral (2004) Series B on an Acceleration Redemption
Date shall be at a redemption price equal to the principal amount of the First
Mortgage Bonds, Collateral (2004) Series B (without premium), together
with interest accrued on said principal to and including the date of redemption
(collectively, an “Acceleration Redemption Amount”);  and such Acceleration Redemption Amount shall
be due and payable on the First Mortgage Bonds, Collateral (2004) Series B
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 First Mortgage
Bonds, Collateral (2004) Series B, 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 Trustee may conclusively presume that no redemption
of First Mortgage Bonds, Collateral (2004) Series B 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 First Mortgage Bonds, Collateral (2004) Series B that
are deemed to have been redeemed or are to be redeemed on such date in
accordance with this 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 First Mortgage Bonds,
Collateral (2004) Series B (determined in accordance with this Supplemental
Indenture) and setting forth the amounts of the respective portions thereof
representing principal of and interest on the First Mortgage Bonds, Collateral
(2004) Series B.  Each Redemption
Demand shall be deemed to constitute a written waiver by the Collateral Agent,
as registered owner of all First Mortgage Bonds, Collateral (2004) Series B
then Outstanding, of notice of redemption and call for redemption by the
Company or the Trustee of the First Mortgage Bonds, Collateral (2004) Series B
deemed redeemed or subject to redemption as described in such Redemption
Demand.  The Trustee may conclusively
presume the statements contained in each Redemption Demand to be correct (and
the Trustee shall be fully protected in relying thereon).


 


14





















 


The Trustee may conclusively presume that no
rescission or annulment of an Acceleration Redemption (in respect of which the 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 First Mortgage Bonds, Collateral (2004) Series B was
rescinded or annulled in accordance with this Supplemental Indenture.  The Trustee may conclusively presume the
statements contained in any Rescission Notice to be correct (and the 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 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 First Mortgage Bonds,
Collateral (2004) Series B, 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 Credit Agreement shall have occurred and be continuing, to surrender or
exchange its First Mortgage Bond, Collateral (2004) Series B or First
Mortgage Bonds, Collateral (2004) Series B, from time to time (including,
without limitation, promptly following each redemption (deemed or actual) of First
Mortgage Bonds, Collateral (2004) Series B), so that at all times the
Collateral Agent is holding one or more First Mortgage Bonds, Collateral (2004)
Series B in an aggregate principal amount equal to, but not in excess of,
the aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series B
that are then Outstanding (and the Term Loan Applicable Share of the aggregate
principal amount of 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 First Mortgage Bonds, Collateral (2004) Series B to
the contrary (other than the provisions of subdivision IV below), each payment
of principal of or interest on the First Mortgage Bonds, Collateral (2004)
Series B that becomes due and payable on any day in accordance with this 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 First Mortgage Bonds, Collateral (2004) Series B that becomes due and
payable in accordance with this 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 


 


15





















 


(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 First
Mortgage Bonds, Collateral (2004) Series B 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 Trustee may
conclusively presume that the obligation of the Company to make payments with
respect to the principal of and interest on the First Mortgage Bonds,
Collateral (2004) Series B shall have been fully satisfied and discharged
unless and until the 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 First Mortgage
Bonds, Collateral (2004) Series B which, in accordance with this Supplemental
Indenture, has not been satisfied and discharged by reason of such failure of
the Company.  The Trustee may
conclusively presume the statements contained in any such notice from the
Administrative Agent to be correct unless and until the Trustee shall receive a
subsequent and/or modified notice from the Administrative Agent pursuant to and
in accordance with this subdivision (III) (and the 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 Trustee shall not be responsible for (i) the
calculation of interest on the First Mortgage Bonds, Collateral (2004) Series B,
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 First Mortgage Bonds, Collateral (2004) Series B
(including, without limitation, any reference to the principal payable with
respect to the First Mortgage Bonds, Collateral (2004) Series B 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 First Mortgage
Bonds, Collateral (2004) Series B that are Outstanding from time to time,
(B) cause or permit an amount of principal of the First Mortgage Bonds,
Collateral (2004) Series B to be or to become due and payable which, when
added to all other principal of such Bonds theretofore paid, exceeds $28,000,000,
or (C) cause or permit to be or to become due and payable interest on the First
Mortgage Bonds, Collateral (2004) Series B which is payable on any
principal of the First Mortgage Bonds, Collateral (2004) Series B that is
in excess of the principal of the First Mortgage Bonds, Collateral (2004) Series B
as restricted pursuant to the preceding clauses (A) and (B).


 


SECTION 4.  The First Mortgage Bonds, Collateral (2004) Series B
and the Trustee’s Certificate of Authentication shall be substantially in the form
attached hereto as Exhibit B.


 


16





















 


ARTICLE III

DESCRIPTION OF FIRST MORTGAGE BONDS, COLLATERAL (2004) 

SERIES C


 


SECTION 1.  The Company hereby creates a new series of
Bonds to be known as “First Mortgage Bonds, Collateral (2004) Series C,
due 2014.”  The First Mortgage Bonds,
Collateral (2004) Series C shall be executed, authenticated and delivered
in accordance with the provisions of, and shall in all respects be subject to,
all of the terms, conditions and covenants of the Indenture, as supplemented
and modified.  The aggregate principal
amount of First Mortgage Bonds, Collateral (2004) Series C which may be
authenticated and delivered under the Indenture (except for First Mortgage
Bonds, Collateral (2004) Series C authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other First
Mortgage Bonds, Collateral (2004) Series C pursuant to the Indenture and
except for First Mortgage Bonds, Collateral (2004) Series C which,
pursuant to the Indenture, are deemed never to have been authenticated and
delivered under the Indenture) is limited to $64,000,000.


 


First Mortgage Bonds, Collateral (2004) Series C
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, First
Mortgage Bonds, Collateral (2004) Series C, together with the Montana
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 First Mortgage Bonds, Collateral (2004) Series C that are
Outstanding on such day, and (ii) the denominator of which is the sum of
(a) the aggregate principal amount of the First Mortgage Bonds, Collateral
(2004) Series C 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 “Montana Senior Notes Bonds”) that are
outstanding on such day under the Montana 


 


17





















 


Mortgage.  Simultaneously
with the issuance and registration of the First Mortgage Bonds, Collateral
(2004) Series C in the name of the Senior Note Trustee (for the same purpose),
the Montana 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 Senior Notes Applicable Share
will be 28.44444444% (being the expression as a percentage (rounded to the eighth
decimal place) of a fraction, the numerator of which is $64,000,000 (the
aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series C
that are to be issued and become Outstanding) and the denominator of which is $225,000,000
(the sum of $64,000,000, the aggregate principal amount of the First Mortgage
Bonds, Collateral (2004) Series C that are to be issued and become
Outstanding, plus $161,000,000, the aggregate principal amount of the Montana Senior
Notes Bonds that are to be issued and become outstanding under the Montana
Mortgage simultaneously with the issuance of the First Mortgage Bonds,
Collateral (2004) Series C). 
Pursuant to the Senior Note Indenture, the Senior Note Trustee has
agreed to furnish to the 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 authorized officer,
notifying the 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 First
Mortgage Bonds, Collateral (2004) Series C then Outstanding, and
(iv) the aggregate principal amount of the Montana Senior Notes Bonds then
outstanding under the Montana Mortgage. 
The Trustee may conclusively presume that the Senior Notes Applicable
Share is 28.44444444% unless and until the Trustee receives a Senior Notes Applicable
Share Certificate.  Following receipt by
the Trustee of a Senior Notes Applicable Share Certificate, the 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 Trustee
receives a subsequent Senior Notes Applicable Share Certificate (and the
Trustee shall be fully protected in relying thereon).


 


First Mortgage Bonds, Collateral (2004) Series C shall
mature on November 1, 2014 (the “Senior Notes Maturity Date”),
with the unpaid principal of the First Mortgage Bonds, Collateral (2004) Series C
to be due and payable on the Senior Notes Maturity Date; the unpaid principal
amount of the Bonds of the First Mortgage Bonds, Collateral (2004) Series C
shall bear interest at the rate of five and seven eighth 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 First Mortgage Bonds, Collateral (2004) Series C
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.  First Mortgage Bonds, Collateral
(2004) Series C shall be dated as in Section 3.03(c) of the Original
Indenture (as supplemented) provided.


 


18





















 


SECTION 2.  First Mortgage Bonds, Collateral (2004) Series C
shall be issued only as registered Bonds without coupons of the denomination of
$1,000, or any integral multiple of $1 in excess of $1,000, appropriately
numbered.  First Mortgage Bonds,
Collateral (2004) Series C may be exchanged, upon surrender thereof, at
the office or agency of the Company in the Borough of Manhattan, The City of
New York, State of New York, for one or more First Mortgage Bonds, Collateral
(2004) Series C of other authorized denominations, for the same aggregate
principal amount, subject to the terms and conditions set forth in the
Indenture.


 


First Mortgage Bonds, Collateral (2004) Series C
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 First Mortgage Bonds, Collateral (2004) Series C
by the Senior Note Trustee, the Senior Note Trustee shall submit to the
Company, the Trustee and the Bond Registrar (in addition to all other documents
and instruments required to be submitted to the Bond Registrar pursuant to the
Indenture) 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 Trustee and the Bond Registrar may conclusively presume the
statements in any such certificate of the Senior Note Trustee to be correct and
shall fully be protected in relying thereon).


 


Any transfer of First Mortgage Bonds, Collateral
(2004) Series C (i) shall be subject to the provisions of
Section 3.05 of the Indenture, except that the provisions of
paragraph (g) of such Section 3.05 shall not be applicable to any
transfer of First Mortgage Bonds, Collateral (2004) Series C to a
successor Senior Note Trustee under the Senior Note Indenture (and the Company
hereby waives the provisions of such paragraph 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 First Mortgage Bonds, Collateral (2004) Series C
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 First Mortgage Bonds, Collateral
(2004) Series C by the Senior Note Trustee to a successor Senior Note
Trustee under the Senior Note Indenture).


 


The Company has appointed JPMorgan Chase Bank as its
agent to receive First Mortgage Bonds, Collateral (2004) Series C
presented or surrendered for payment, to receive First Mortgage Bonds,
Collateral (2004) Series C surrendered for registration of transfer or
exchange and to receive notices and demands to or upon the Company in respect
of the First Mortgage Bonds, Collateral (2004) Series C and the Indenture;
and the corporate trust office of JPMorgan Chase Bank in the Borough of
Manhattan, The City of New York, State of New York shall be the office or
agency of the Company in the Borough of Manhattan, The City of New York, State
of New York at which such presentations, surrenders, notices and demands may be
made or served.


 


19





















 


SECTION 3.  First Mortgage Bonds, Collateral (2004) Series C
shall be subject to the following redemption and other terms and conditions:


 


(I)            First
Mortgage Bonds, Collateral (2004) Series C 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”), First
Mortgage Bonds, Collateral (2004) Series C 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 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 First Mortgage Bonds, Collateral (2004) Series C
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 Trustee (such notice and call being waived by the registered
owners of First Mortgage Bonds, Collateral (2004) Series C by the
acceptance of First Mortgage Bonds, Collateral (2004) Series C 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 First Mortgage Bonds,
Collateral (2004) Series C 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 First
Mortgage Bonds, Collateral (2004) Series C on a Senior Notes Acceleration
Payment Date shall be at a redemption price equal to the principal amount of the
First Mortgage Bonds, Collateral (2004) Series C (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 First Mortgage Bonds, Collateral (2004)
Series C or the Acceleration Redemption Amount with respect to an
Acceleration Redemption of First Mortgage Bonds, Collateral (2004) Series C,
interest shall accrue on 


 


20





















 


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 Trustee may conclusively presume that no
redemption of First Mortgage Bonds, Collateral (2004) Series C 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 First Mortgage Bonds, Collateral (2004) Series C to
be redeemed on such date in accordance with this 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 First Mortgage Bonds, Collateral (2004) Series C (determined in
accordance with this Supplemental Indenture) and setting forth the amounts of
the respective portions thereof representing principal of, premium (if any) and
interest on First Mortgage Bonds, Collateral (2004) Series C.  Each Redemption Demand shall be deemed to constitute
a waiver by the Senior Note Trustee, as registered owner of all First Mortgage
Bonds, Collateral (2004) Series C then Outstanding, of notice of
redemption and call for redemption by the Company or the Trustee of First
Mortgage Bonds, Collateral (2004) Series C subject to redemption as
described in such Redemption Demand.  The
Trustee may conclusively presume the statements contained in each Redemption
Demand to be correct (and the Trustee shall be fully protected in relying
thereon).


 


The Trustee may conclusively presume that no rescission
or annulment of an Acceleration Redemption (in respect of which the 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 First Mortgage
Bonds, Collateral (2004) Series C was rescinded or annulled in accordance
with this Supplemental Indenture.  The Trustee
may conclusively presume the statements contained in any Rescission Notice to
be correct (and the 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 First Mortgage Bonds, Collateral (2004) Series C
to the contrary (other than the provisions of subdivision (IV) below), each
payment of principal of, premium (if any) or interest on the First Mortgage
Bonds, Collateral (2004) Series C 


 


21





















 


that becomes due and payable on any day in accordance
with this 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 First Mortgage Bonds, Collateral (2004) Series C
that becomes due and payable in accordance with this 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 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 First Mortgage Bonds, Collateral (2004) Series C
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 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 First
Mortgage Bonds, Collateral (2004) Series C has been fully satisfied and
discharged unless and until the 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 First
Mortgage Bonds, Collateral (2004) Series C which, in accordance with this Supplemental
Indenture, has not been satisfied and discharged by reason of such failure of
the Company.  The Trustee may
conclusively presume the statements contained in any such notice from the
Senior Note Trustee to be correct unless and until the 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 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 Trustee shall not be responsible for (i) the
calculation of interest on the First Mortgage Bonds, Collateral (2004) Series C,
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 First Mortgage Bonds, Collateral (2004) Series C
(including, without limitation, any reference to the principal payable with
respect to the First Mortgage Bonds, Collateral (2004) Series C being
determined on the 


 


22





















 


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 First
Mortgage Bonds, Collateral (2004) Series C that are Outstanding from time
to time, (B) cause or permit an amount of principal of the First Mortgage
Bonds, Collateral (2004) Series C to be or to become due and payable
which, when added to all other principal of such Bonds theretofore paid,
exceeds $64,000,000, or (C) cause or permit to be or to become due and
payable interest on the First Mortgage Bonds, Collateral (2004) Series C which
is payable on any principal of the First Mortgage Bonds, Collateral (2004) Series C
that is in excess of the principal of the First Mortgage Bonds, Collateral
(2004) Series C as restricted pursuant to the preceding clauses (A) and
(B).


 


SECTION 4.  The First Mortgage Bonds, Collateral (2004) Series C
and the Trustee’s Certificate of Authentication shall be substantially in the form
attached hereto as Exhibit C.


 


ARTICLE IV

ISSUE OF 

FIRST MORTGAGE BONDS, COLLATERAL (2004) SERIES A, 

FIRST MORTGAGE BONDS, COLLATERAL (2004) SERIES B, 

AND FIRST MORTGAGE BONDS, COLLATERAL (2004) SERIES C


 


SECTION 1.  The Company hereby exercises the right to
obtain the authentication of $110,000,000 principal amount of Bonds pursuant to
the terms of Section 4.04 of the Indenture.  Such Bonds shall be $35,000,000 principal
amount of First Mortgage Bonds, Collateral (2004) Series A, $28,000,000
principal amount of First Mortgage Bonds, Collateral (2004) Series B, and $47,000,000
principal amount of First Mortgage Bonds, Collateral (2004) Series C.


 


SECTION 2.  The Company hereby exercises the right to
obtain the authentication of $17,000,000 principal amount of Bonds pursuant to
the terms of Section 4.03 of the Indenture.  All such Bonds shall be First Mortgage Bonds,
Collateral (2004) Series C.


 


SECTION 3.  Such First Mortgage Bonds, Collateral (2004) Series A,
First Mortgage Bonds, Collateral (2004) Series B, and First Mortgage Bonds,
Collateral (2004) Series C may be authenticated and delivered prior to the
filing for recordation of this Supplemental Indenture.


 


23





















 


ARTICLE V

AMENDMENTS TO MORTGAGE


 


SECTION 1.  Section 1.03 of the Original Indenture
is amended by adding at the end thereof the following additional paragraph:


 


Notwithstanding anything herein to the contrary,
(i) with respect to the Net Earnings Certificate required as a condition
to the issuance of First Mortgage Bonds, Collateral (2004) Series A, First
Mortgage Bonds, Collateral (2004) Series B, and First Mortgage Bonds,
Collateral (2004) Series C, pursuant to Section 4.03 and, if
applicable, Section 4.04 of the Original Indenture, and (ii) with
respect to each Net Earnings Certificate required at any time at which
(a) any of the First Mortgage Bonds, Collateral (2004) Series A, First
Mortgage Bonds, Collateral (2004) Series B, and First Mortgage Bonds,
Collateral (2004) Series C are Outstanding under the Indenture, and
(b) any bonds are outstanding under the Montana Mortgage, the “Adjusted
Net Earnings of the Company” shall be, and shall be stated in such Net Earnings
Certificate to be, the lesser of (A) the amount (for the applicable period
selected in accordance with paragraph (a) of this Section 1.03)
determined in accordance with paragraph (a) of this Section 1.03 (and
the other provisions of this Section 1.03 that are relevant to such
paragraph) on the basis of (i) the items set forth in clauses (i) and
(ii) of paragraph (a) of this Section 1.03 being such portions of
such items of the Company as have been reasonably allocated by the Company to
or from the Mortgaged Property as a plant or plants and an operating system or
operating systems in a manner consistent with the manner of allocation utilized
and/or to be utilized by the Company in making calculations of the “Adjusted
Net Earnings of the Company” under and as defined in the Montana Mortgage, and
(ii) the item set forth in clause (iv) of paragraph (a) of this
Section 1.03 being calculated without regard to income derived by the
Company from any electric and/or gas utility business of the Company in which
the Mortgaged Property is not utilized (but otherwise in accordance this
Section 1.03), and (B) the amount (for the applicable period selected
in accordance with paragraph (a) of this Section 1.03) determined in
accordance with paragraph (a) of this Section 1.03 (and the other
provisions of this Section 1.03 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 this Section 1.03,
other than allocation or distinction between (i) the electric and/or gas
utility business or businesses in which the Company is engaged (whether or not
the Mortgaged Property is utilized in connection therewith), and (ii) the
other business or businesses (if any) in which the Company is engaged (with
such other business or businesses being given effect under the item set forth
in clause (iv) of paragraph (a) of this Section 1.03).  Each such Net Earnings Certificate shall
contain a statement of the signers of such Net Earnings 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 Earnings Certificate are
in accordance with the requirements of this final paragraph of this
Section 1.03.


 


24





















 


SECTION 2.  Section 9.01 of the Original Indenture
is amended by adding at the end thereof the following additional paragraph (h):


 


(h)           Anything
herein to the contrary notwithstanding, the Company may not effect a satisfaction
and discharge as described in paragraph (a) of this Section 9.01
unless the Company delivers to the Trustee an Opinion of Counsel to the effect
that the Holders of the affected Bonds (i) will not recognize income, gain
or loss for United States federal income tax purposes as a result of such
satisfaction and discharge, and (ii) will be subject to United States
federal income tax on the same amounts, in the same manner and at the same
times as if such satisfaction and discharge had not occurred.


 


ARTICLE VI

CONFIRMATION OF LIEN OF INDENTURE

ON CERTAIN PROPERTY


 


The Company hereby confirms, acknowledges and states
that the property described on Exhibit D attached hereto is subject
to the Lien of the Indenture pursuant to Granting Clause Second of the Original
Indenture; and, for the avoidance of any doubt, the Company hereby grants,
bargains, sells, conveys, assigns, transfers, mortgages, pledges, sets over and
confirms to the Trustee, and grants to the Trustee a security interest in, all right,
title and interest of the Company in and to such property, as security for the
payment of the principal of premium, if any, and interest, if any, on all Bonds
issued under the Indenture and Outstanding (as defined in the Indenture), when
payable in accordance with the provisions thereof, and as security for the
performance by the Company of, and compliance by the Company with, the
covenants and conditions of the Indenture, TO HAVE AND TO HOLD all such
property on the same terms as all other property subject to the Lien of the
Indenture.


 


ARTICLE VII

THE TRUSTEE


 


The Trustee hereby accepts the trust hereby declared
and provided, and agrees to perform the same upon the terms and conditions in
the Indenture set forth and upon the following terms and conditions:


 


The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or the due execution hereof by the Company 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 Eleven of the Indenture shall apply to this Supplemental Indenture with
the same force and effect as if the same were herein set forth in full, with
such omissions, variations and modifications thereof as may be appropriate to
make the same conform to this Supplemental Indenture.


 


25





















 


ARTICLE VIII

MISCELLANEOUS PROVISIONS


 


Except as otherwise defined herein, all capitalized
terms used in this Supplemental Indenture have the meanings stated in the
Original Indenture, as heretofore supplemented.


 


This Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original; but such counterparts shall together constitute but
one and the same instrument.


 


[Signature Pages Follow]


 


26





















 


IN WITNESS WHEREOF, NorthWestern Corporation has
caused this Supplemental Indenture to be executed on its behalf by an
Authorized Executive Officer as defined in the Indenture, and its corporate
seal to be hereto affixed and said seal and this Supplemental Indenture to be
attested by an Authorized Executive Officer as defined in the Indenture; and
JPMorgan Chase Bank, in evidence of its acceptance of the trust hereby created,
has caused this Supplemental Indenture to be executed on its behalf by its
President or one of its Vice Presidents and its corporate seal to be hereto
affixed and said seal and this Supplemental Indenture to be attested by its
Secretary or one of its Trust Officers; all as of the 1st day of November, 2004.


 


	
   

  	
  NORTHWESTERN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Brian B. Bird

  	
   

  
	
   

  	
  Brian B. Bird

  
	
   

  	
   

  
	
   

  	
  (CORPORATE SEAL)

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
  /s/
  Thomas J. Knapp

  	
   

  	
   

  
	
  Thomas
  J. Knapp

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ L. O’Brien

  	
   

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Rosa Cioccia

  	
   

  	
   

  
	
  Trust Officer

  	
   

  



 





















 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  ) SS

  
	
  COUNTY OF NEW YORK

  	
  )

  



 


BE IT REMEMBERED, that on this 1st day of November,
2004, before me, Keith M. Wixson, a Notary Public within and for the County and
State aforesaid, personally came Brian B. Bird, Vice President and Chief
Financial Officer and an Authorized Executive Officer (as such term is defined
in the Indenture referred to in the foregoing Supplemental Indenture) and Thomas
J. Knapp, Vice President and Deputy General Counsel and an Authorized Executive
Officer (as such term is defined in the Indenture referred to in the foregoing
Supplemental Indenture) of NorthWestern Corporation, a Delaware corporation,
who are personally known to me to be such officers, and who are personally
known to me to be the same persons who executed as such officers the within
instrument of writing, and such persons duly acknowledged that they signed,
sealed and delivered the said instrument as their free and voluntary act as
such officers and as the free and voluntary act of NorthWestern Corporation for
the uses and purposes therein set forth.


 


IN WITNESS WHEREOF, I have hereunto subscribed my name
and affixed my official seal on the day and year last above written.


 


	
   

  	
  /s/ Keith M Wixson

  
	
   

  	
  Notary
  Public, State of New York

  Qualified in New York County

  
	
   

  	
  Commission expires

  	
  July 14, 2007

  	
   

  
	
  (NOTARIAL SEAL)

  	
   

  



 





















 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  ) SS

  
	
  COUNTY OF NEW YORK

  	
  )

  



 


BE IT REMEMBERED, that on this 1st day of November,
2004, before me, Emily Fayan, a Notary Public within and for the County and
State aforesaid, personally came L. O’Brien, a Vice President, and Rosa Ciaccia,
a Trust Officer, of JPMorgan Chase Bank, a bank organized under the laws of the
State of New York, who are personally known to me to be such officers, and who
are personally known to me to be the same persons who executed as such officers
the within instrument of writing, and such persons duly acknowledged that they
signed, sealed and delivered the said instrument as their free and voluntary
act, each as such Vice President and as the free and voluntary act of JPMorgan
Chase Bank for the uses and purposes therein set forth.


 


IN WITNESS WHEREOF, I have hereunto subscribed my name
and affixed my official seal on the day and year last above written.


 


	
   

  	
  /s/ Emily Fayan

  
	
   

  	
  Emily Fayan

  
	
   

  	
  Notary
  Public, State of New York

  Qualified in New York County

  
	
   

  	
  Commission expires

  	
  Dec. 31, 2005

  	
   

  
	
  (NOTARIAL SEAL)

  	
   

  



 





















 


Exhibit A

to

Supplemental Indenture


 


Form of Bond of the First Mortgage Bonds, Collateral
(2004) Series A


 





















 


[FORM OF BOND OF FIRST
MORTGAGE BONDS, 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

(Incorporated under the laws of the State of Delaware)

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”, which
term shall include any successor corporation as defined in the Indenture
hereinafter referred to), 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 hereinbefore and hereinafter described) registered assigns, the
sum of                                      
dollars, or, if less, the unpaid principal amount of the Revolving Loans (as
hereinafter defined), on the first day of November, 2009 (the “Revolving
Credit Maturity Date”), in any coin or currency of the United States of
America which at the time of payment is legal tender for public and private
debts, and to pay interest thereon as described on the reverse hereof in like
coin or currency.


 


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 the date set forth on the
reverse hereof (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 the date set forth
on the reverse hereof (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, as borrower, 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 (together with its successors in
such capacity, the “Administrative Agent”) and the Collateral Agent.


 


This Bond shall not be entitled to any benefit under
the Indenture or any indenture supplemental thereto, or become valid or
obligatory for any purpose, until the form of certificate endorsed herein shall
have been signed by or on behalf of JPMorgan Chase Bank, the Trustee under the
Indenture, or a successor trustee thereto under the Indenture, or by an
authenticating agent duly appointed by the Trustee in accordance with the terms
of the Indenture.


 


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


 


IN WITNESS WHEREOF, NorthWestern Corporation has
caused this Bond to be signed (manually or by facsimile signature) in its name
by an Authorized Executive Officer, as defined in the Indenture, and its
corporate seal (or a facsimile thereof) to be hereto affixed and attested
(manually or by facsimile signature) by an Authorized Executive Officer, as
defined in the Indenture.


 


	
  Dated:

  	
  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Executive Officer

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Executive Officer

  	
   

  	
   

  



 


[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


 


This is one of the Bonds of the series designated
therein referred to in the within-mentioned Indenture and Supplemental
Indenture dated as of November 1, 2004.


 


	
   

  	
  JPMORGAN
  CHASE BANK, AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


 


A-1





















 


[FORM OF REVERSE OF BOND]


 


Indenture and Series Designation


 


This Bond is one of a duly authorized issue of bonds
of the Company (the “Bonds”), of the series hereinafter specified, all
issued and to be issued under and equally secured by a General Mortgage
Indenture and Deed of Trust (the “Indenture”), dated as of August 1,
1993, executed by the Company (under its then name, NorthWestern Public Service
Company) to The Chase Manhattan Bank (National Association), the predecessor to
JPMorgan Chase Bank (the “Trustee”), as Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the properties mortgaged and pledged, the nature and extent of the security,
the rights of registered owners of the Bonds and of the Trustee in respect
thereof, and the terms and conditions upon which the Bonds are, and are to be,
secured (and for the definition of any capitalized term used herein but not
defined herein (with any term defined herein and in the Indenture being used
herein as defined herein)).  The Bonds
may be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as provided
in the Indenture.  This Bond is one of a
series designated as the “First Mortgage Bonds, Collateral (2004) Series A,
due 2009” (the “First Mortgage Bonds, Collateral (2004) Series A”)
of the Company issued under and secured by the Indenture and described in the
supplemental indenture dated as of November 1, 2004 (the “Supplemental
Indenture”) between the Company and the Trustee, supplemental to the
Indenture.


 


Issuance to Collateral Agent under Collateral
Agreement


 


First Mortgage Bonds, Collateral (2004) Series A have
been issued to the Collateral Agent under the Collateral Agreement to secure
the obligations of the Company to pay when due the Revolving Credit Applicable
Share (as hereinafter defined) of the Revolving Credit Obligations under the
Credit Agreement.  Each of the Collateral
Agreement and the Credit Agreement is dated as of November 1, 2004.


 


Principal


 


The unpaid principal of the First Mortgage Bonds,
Collateral (2004) Series A, 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 First Mortgage Bonds,
Collateral (2004) Series A, and as Revolving Loans (as hereinafter
defined) 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 First Mortgage Bonds, Collateral
(2004) Series A, the unpaid principal amount of the First Mortgage Bonds,
Collateral (2004) Series A 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 


 


A-2





















 


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 First
Mortgage Bonds, Collateral (2004) Series A 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 First
Mortgage Bonds, Collateral (2004) Series A shall be $35,000,000 and
thereafter shall be reduced from time to time upon each Revolving Credit
Commitment Redemption and each Revolving Credit Event of Default Termination Commitment
Redemption (as hereinafter defined), in each case, by an amount equal to the
aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series A
that are deemed to be 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 First Mortgage
Bonds, Collateral (2004) Series A, 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 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.


 


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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 decimal place), (i) the numerator of which is the aggregate
principal amount of the First Mortgage Bonds, Collateral (2004) Series A
that are Outstanding on such day, and (ii) the denominator of which is the
sum of (a) the aggregate principal amount of the First Mortgage Bonds,
Collateral (2004) Series A 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 “Montana Revolving
Credit Bonds”) that are outstanding on such day under the Company’s Montana
Mortgage (as defined in the Supplemental Indenture). Simultaneously with the issuance
and registration of the First Mortgage Bonds, Collateral (2004) Series A in
the name of the Collateral Agent (for the same purpose), the Montana Revolving
Credit Bonds were issued to the Collateral Agent to secure the Revolving Credit
Obligations.


 


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.


 


Redemption


 


First Mortgage Bonds, Collateral (2004) Series A,
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, First Mortgage Bonds,
Collateral (2004) Series A 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, First
Mortgage Bonds, Collateral (2004) Series A 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 First Mortgage Bonds,
Collateral (2004) Series A being equal to the Revolving Credit Applicable
Share of the sum of the principal amount of the 


 


A-4





















 


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 First Mortgage Bonds, Collateral (2004)
Series A 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 Trustee (such notice and call being waived by the registered
owners of the First Mortgage Bonds, Collateral (2004) Series A by the
acceptance of the First Mortgage Bonds, Collateral (2004) Series A 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 First Mortgage Bonds, Collateral (2004)
Series A on an Acceleration Redemption Date shall be at a redemption price
equal to the principal amount (determined in accordance with the Supplemental
Indenture) of the First Mortgage Bonds, Collateral (2004) Series A 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 Trustee may conclusively presume that no
redemption of First Mortgage Bonds, Collateral (2004) Series A 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 


 


A-5





















 


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 Supplemental Indenture)
after giving effect to the related and deemed redemption of First Mortgage
Bonds, Collateral (2004) Series A or the principal amount of the Revolving
Loans subject to acceleration on such date, (iii) the principal amount of First
Mortgage Bonds, Collateral (2004) Series A that are deemed to have been
redeemed or are to be redeemed on such date in accordance with the 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 First
Mortgage Bonds, Collateral (2004) Series A (determined in accordance with the
Supplemental Indenture) and setting forth the amounts of the respective
portions thereof representing principal of and interest on the First Mortgage
Bonds, Collateral (2004) Series A.  Each
Redemption Demand shall be deemed to constitute a written waiver by the Collateral
Agent, as registered owner of all First Mortgage Bonds, Collateral (2004)
Series A then Outstanding, of notice of redemption and call for redemption by
the Company or the Trustee of the First Mortgage Bonds, Collateral (2004)
Series A subject to redemption as described in such Redemption Demand.  The Trustee may conclusively presume the
statements contained in each Redemption Demand to be correct (and the Trustee
shall be fully protected in relying thereon).


 


The 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 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 First Mortgage Bonds, Collateral
(2004) Series A was rescinded or annulled in accordance with the Supplemental
Indenture.  The Trustee may conclusively
presume the statements contained in any Rescission Notice to be correct (and
the Trustee shall be fully protected in relying thereon).


 


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Additional Terms


 


First Mortgage Bonds, Collateral (2004) Series A,
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 in the Supplemental Indenture to the contrary (other than the
provisions of subdivision III below), each payment of principal of or interest
on the First Mortgage Bonds, Collateral (2004) Series A 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 First Mortgage Bonds, Collateral (2004) Series A that becomes due and
payable in accordance with the 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 First Mortgage Bonds, Collateral
(2004) Series A 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 First Mortgage Bonds, Collateral (2004) Series A (including,
without limitation, any reference to the principal payable with respect to the
First Mortgage Bonds, Collateral (2004) Series A 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 First Mortgage Bonds, Collateral
(2004) Series A that are Outstanding at any time to an amount in excess of the
Maximum Principal Amount as in effect at such time.


 


Transfer Restrictions


 


First Mortgage Bonds, Collateral (2004) Series A,
of which this Bond is one, shall not be transferable except to any successor
Collateral Agent under the Collateral Agreement.  As a condition precedent to any transfer of
the First Mortgage Bonds, Collateral (2004) Series A by the Collateral
Agent, the Collateral Agent shall submit to the Company, the Trustee and the
Bond Registrar (in addition to all other documents and instruments required to
be submitted to the Bond Registrar pursuant to the Indenture) 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 Trustee and the Bond
Registrar may conclusively presume the statements in any such certificate of
the Collateral Agent to be correct).


 


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Any transfer of First Mortgage Bonds, Collateral
(2004) Series A (i) shall be subject to the provisions of
Section 3.05 of the Indenture, except that the provisions of
paragraph (g) of such Section 3.05 shall not be applicable to any
transfer of First Mortgage Bonds, Collateral (2004) Series A to a
successor Collateral Agent under the Collateral Agreement, 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 has waived any right to make any charge
for any exchange or transfer of First Mortgage Bonds, Collateral (2004) Series A
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 First Mortgage Bonds, Collateral
(2004) Series A by the Collateral Agent).


 


General


 


To the extent permitted by, and as provided in, the
Indenture, modifications or alterations of the Indenture, or of any indenture
supplemental thereto, and of the rights and obligations of the Company and of
the holders of the Bonds may be made with the consent of the Company by an
affirmative vote of the holders of a majority in aggregate principal amount of
the Bonds entitled to vote then Outstanding, at a meeting of the holders of the
Bonds called and held as provided in the Indenture, and by an affirmative vote
of the holders of a majority in aggregate principal amount of the Bonds of any
series or any tranche or tranches of any series entitled to vote then Outstanding
and affected by such modification or alteration, in case one or more but less
than all of the series of Bonds or of any tranche or tranches of any series of
Bonds then Outstanding under the Indenture are so affected; provided, however,
that no such modification or alteration shall be made which will affect the
terms of payment of the principal of, or interest or premium, if any, on this
Bond.


 


In
case an Event of Default, as defined in the Indenture, shall occur, the
principal of all the First Mortgage Bonds, Collateral (2004) Series A at
any such time Outstanding under the Indenture may be declared or may become due
and payable, upon the conditions and in the manner and with the effect provided
in the Indenture. The Indenture provides that such declaration may be rescinded
under certain circumstances.


 


A-8





















 


Exhibit B

to

Supplemental Indenture


 


Form of Bond of the First Mortgage Bonds, Collateral
(2004) Series B


 


Exhibit B





















 


[FORM OF BOND OF FIRST MORTGAGE BONDS, COLLATERAL
(2004) SERIES B, DUE 2011]


 


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


 


NORTHWESTERN CORPORATION

(Incorporated under the laws of the State of Delaware)

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”, which
term shall include any successor corporation as defined in the Indenture
hereinafter referred to), 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 hereinbefore and hereinafter described) registered
assigns, the sum of                             
dollars, in installments prior to, and the balance on, the first day of
November, 2011 (the “Term Loan Maturity Date”), in each case, in such
amount as is described on the reverse hereof for such installment or such
balance, as applicable, and in any coin or currency of the United States of
America which at the time of payment is legal tender for public and private debts,
and to pay interest thereon as described on the reverse hereof in like coin or
currency.


 


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 the date set forth on the
reverse hereof (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 “Term
Loans”) made and outstanding under the Credit Agreement, dated as of the
date set forth on the reverse hereof (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, as borrower, 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
(together with its successors in such capacity, the “Administrative Agent”)
and the Collateral Agent.


 


This Bond shall not be entitled to any benefit under
the Indenture or any indenture supplemental thereto, or become valid or
obligatory for any purpose, until the form of certificate endorsed herein shall
have been signed by or on behalf of JPMorgan Chase Bank, the Trustee under the
Indenture, or a successor trustee thereto under the Indenture, or by an
authenticating agent duly appointed by the Trustee in accordance with the terms
of the Indenture.


 


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


 


IN WITNESS WHEREOF, NorthWestern Corporation has
caused this Bond to be signed (manually or by facsimile signature) in its name
by an Authorized Executive Officer, as defined in the Indenture, and its
corporate seal (or a facsimile thereof) to be hereto affixed and attested
(manually or by facsimile signature) by an Authorized Executive Officer, as
defined in the Indenture.


 


	
  Dated:

  	
  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Executive Officer

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Executive Officer

  	
   

  	
   

  



 


 


[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


 


This is one of the Bonds of the series designated
therein referred to in the within-mentioned Indenture and Supplemental
Indenture dated as of November 1, 2004.


 


	
   

  	
  JPMORGAN
  CHASE BANK, AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


B-1





















 


[FORM OF REVERSE OF BOND]


 


Indenture and Series Designation


 


This Bond is one of a duly authorized issue of bonds
of the Company (the “Bonds”), of the series hereinafter specified, all
issued and to be issued under and equally secured by a General Mortgage
Indenture and Deed of Trust (the “Indenture”), dated as of August 1,
1993, executed by the Company (under its then name, NorthWestern Public Service
Company) to The Chase Manhattan Bank (National Association), the predecessor to
JPMorgan Chase Bank (the “Trustee”), as Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the properties mortgaged and pledged, the nature and extent of the security,
the rights of registered owners of the Bonds and of the Trustee in respect
thereof, and the terms and conditions upon which the Bonds are, and are to be,
secured (and for the definition of any capitalized term used herein but not
defined herein (with any term defined herein and in the Indenture being used
herein as defined herein)).  The Bonds
may be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as provided
in the Indenture.  This Bond is one of a
series designated as the “First Mortgage Bonds, Collateral (2004) Series B,
due 2011” (the “First Mortgage Bonds, Collateral (2004) Series B”)
of the Company issued under and secured by the Indenture and described in the
supplemental indenture dated as of November 1, 2004 (the “Supplemental
Indenture”) between the Company and the Trustee, supplemental to the
Indenture.


 


Issuance to Collateral Agent under Collateral
Agreement


 


The First Mortgage Bonds, Collateral (2004) Series B
have been issued to the Collateral Agent under the Collateral Agreement 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
made and outstanding under the Credit Agreement.  Each of the Collateral Agreement and the
Credit Agreement is dated as of November 1, 2004.


 


Principal


 


Principal of the First Mortgage Bonds, Collateral
(2004) Series B, of which this Bond is one, is scheduled to be paid as
follows:  (i) an installment of the principal of the First
Mortgage Bonds, Collateral (2004) Series B in an amount equal to $70,000
(said amount representing one quarter of one percent (0.25%) of the original
aggregate principal amount of the First Mortgage Bonds, Collateral (2004)
Series B) 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 First Mortgage Bonds, Collateral
(2004) Series B in an amount equal to $6,580,000 (said amount representing
twenty-three and one-half percent (23.5%) of the original aggregate principal
amount of the First Mortgage Bonds, Collateral (2004) 


 


 


B-2





















 


Series B) to be payable on
December 31, 2010, March 31, 2011 and June 30, 2011, and
(iii) the balance of the principal of the First Mortgage Bonds, Collateral
(2004) Series B 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 First Mortgage Bonds, Collateral (2004) Series B 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 First Mortgage
Bonds, Collateral (2004) Series B, 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 First Mortgage Bonds, Collateral (2004) Series B
that are Outstanding on such day, and (ii) the denominator of which is the
sum of (a) the aggregate principal amount of the First Mortgage Bonds,
Collateral (2004) Series B 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 “Montana Term Loan Bonds”)
that are outstanding on such day under the Montana Mortgage.  Simultaneously with the issuance and
registration of the First Mortgage Bonds, Collateral (2004) Series B in
the name of the Collateral Agent (for the same purpose), the Montana 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


 


First Mortgage Bonds, Collateral (2004) Series B,
of which this Bond is one, shall be subject to redemption as follows (but shall
not otherwise be or become subject to 


 


B-3





















 


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, First Mortgage Bonds,
Collateral (2004) Series B 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 First
Mortgage Bonds, Collateral (2004) Series B 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 Trustee (such
notice and call being waived by the registered owners of the First Mortgage
Bonds, Collateral (2004) Series B by the acceptance of the First Mortgage
Bonds, Collateral (2004) Series B 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 First Mortgage Bonds, Collateral (2004)
Series B on an Acceleration Redemption Date shall be at a redemption price
equal to the principal amount of the First Mortgage Bonds, Collateral (2004)
Series B (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 First Mortgage Bonds, Collateral (2004) Series B 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 First Mortgage Bonds,
Collateral (2004) Series B, 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 Trustee may conclusively presume that no
redemption of First Mortgage Bonds, Collateral (2004) Series B 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 First Mortgage Bonds, Collateral
(2004) Series B that are deemed to have been redeemed or are to be redeemed 


 


B-4





















 


on such date in accordance with the 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 First Mortgage Bonds, Collateral (2004) Series B
(determined in accordance with the Supplemental Indenture) and setting forth
the amounts of the respective portions thereof representing principal of and
interest on the First Mortgage Bonds, Collateral (2004) Series B.  Each Redemption Demand shall be deemed to
constitute a written waiver by the Collateral Agent, as registered owner of all
First Mortgage Bonds, Collateral (2004) Series B then Outstanding, of notice of
redemption and call for redemption by the Company or the Trustee of the First
Mortgage Bonds, Collateral (2004) Series B deemed redeemed or subject to
redemption as described in such Redemption Demand.  The Trustee may conclusively presume the
statements contained in each Redemption Demand to be correct (and the Trustee
shall be fully protected in relying thereon).


 


The Trustee may conclusively presume that no
rescission or annulment of the Acceleration Redemption (in respect of which the
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 First Mortgage Bonds, Collateral (2004) Series B was rescinded or annulled
in accordance with the Supplemental Indenture. 
The Trustee may conclusively presume the statements contained in any
Rescission Notice to be correct (and the Trustee shall be fully protected in
relying thereon).


 


Additional Terms


 


First Mortgage Bonds, Collateral (2004) Series B,
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 Supplemental Indenture to the contrary (other than
the provisions of subdivision III below), each payment of principal of or
interest on the First Mortgage Bonds, Collateral (2004) Series B 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.


 


(II)           The
obligation of the Company to make each payment of principal of or interest on the
First Mortgage Bonds, Collateral (2004) Series B that becomes due and
payable in accordance with the Supplemental Indenture (A) shall be fully
satisfied and discharged if the corresponding payment of the principal of or
interest on the Term Loans 


 


B-5





















 


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 First
Mortgage Bonds, Collateral (2004) Series B 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 First Mortgage Bonds, Collateral (2004) Series B (including,
without limitation, any reference to the principal payable with respect to the First
Mortgage Bonds, Collateral (2004) Series B 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 First Mortgage Bonds, Collateral (2004) Series B
that are Outstanding from time to time, (B) cause or permit an amount of
principal of the First Mortgage Bonds, Collateral (2004) Series B to be or
to become due and payable which, when added to all other principal of such
Bonds theretofore paid, exceeds $28,000,000, or (C) cause or permit to be
or to become due and payable interest on the First Mortgage Bonds, Collateral
(2004) Series B which is payable on any principal of the First Mortgage
Bonds, Collateral (2004) Series B that is in excess of the principal of the
First Mortgage Bonds, Collateral (2004) Series B as restricted pursuant to
the preceding clauses (A) and (B).


 


Transfer Restrictions


 


First Mortgage Bonds, Collateral (2004) Series B,
of which this Bond is one, shall not be transferable except to any successor
Collateral Agent under the Collateral Agreement.  As a condition precedent to any transfer of
the First Mortgage Bonds, Collateral (2004) Series B by the Collateral
Agent, the Collateral Agent shall submit to the Company, the Trustee and the
Bond Registrar (in addition to all other documents and instruments required to
be submitted to the Bond Registrar pursuant to the Indenture) 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 Trustee and the Bond
Registrar may conclusively presume the statements in any such certificate of
the Collateral Agent to be correct).


 


Any transfer of First Mortgage Bonds, Collateral
(2004) Series B (i) shall be subject to the provisions of
Section 3.05 of the Indenture, except that the provisions of
paragraph (g) of such Section 3.05 shall not be applicable to any
transfer of First Mortgage Bonds, Collateral (2004) Series B to a
successor Collateral Agent under the Collateral Agreement, 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 has waived any right to make any charge
for any exchange or transfer of First Mortgage Bonds, Collateral (2004) Series B
by the Collateral Agent, whether to reimburse itself for any tax or taxes or
other governmental charge or otherwise 


 


B-6





















 


(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 First Mortgage Bonds, Collateral (2004) Series B
by the Collateral Agent).


 


General


 


To the extent permitted by, and as provided in, the
Indenture, modifications or alterations of the Indenture, or of any indenture
supplemental thereto, and of the rights and obligations of the Company and of
the holders of the Bonds may be made with the consent of the Company by an
affirmative vote of the holders of a majority in aggregate principal amount of
the Bonds entitled to vote then Outstanding, at a meeting of the holders of the
Bonds called and held as provided in the Indenture, and by an affirmative vote
of the holders of a majority in aggregate principal amount of the Bonds of any
series or any tranche or tranches of any series entitled to vote then Outstanding
and affected by such modification or alteration, in case one or more but less
than all of the series of Bonds or of any tranche or tranches of any series of
Bonds then Outstanding under the Indenture are so affected; provided, however,
that no such modification or alteration shall be made which will affect the
terms of payment of the principal of, or interest or premium, if any, on this
Bond.


 


In case an Event of Default, as defined in the
Indenture, shall occur, the principal of all the First Mortgage Bonds,
Collateral (2004) Series B at any such time Outstanding under the
Indenture may be declared or may become due and payable, upon the conditions
and in the manner and with the effect provided in the Indenture. The Indenture
provides that such declaration may be rescinded under certain circumstances.


 


B-7





















 


Exhibit C

to

Supplemental Indenture


 


Form of Bond of the First Mortgage Bonds, Collateral
(2004) Series C


 


 


Exhibit C





















 


[FORM OF BOND OF FIRST MORTGAGE BONDS, 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

(Incorporated under the laws of the State of Delaware)

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”, which
term shall include any successor corporation as defined in the Indenture
hereinafter referred to), 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, the sum of                               
dollars, on the first day of November, 2014 (the “Senior Note Maturity Date”),
in any coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts, and to pay interest
thereon as described on the reverse hereof in like coin or currency.


 


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 the Senior Notes
(as such term is hereinafter defined).


 


This Bond shall not be entitled to any benefit under
the Indenture or any indenture supplemental thereto, or become valid or
obligatory for any purpose, until the form of certificate endorsed herein shall
have been signed by or on behalf of JPMorgan Chase Bank, the Trustee under the
Indenture, or a successor trustee thereto under the Indenture, or by an authenticating
agent duly appointed by the Trustee in accordance with the terms of the
Indenture.


 


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


 


IN WITNESS WHEREOF, NorthWestern Corporation has
caused this Bond to be signed (manually or by facsimile signature) in its name
by an Authorized Executive Officer, as defined in the Indenture, and its
corporate seal (or a facsimile thereof) to be hereto affixed and attested
(manually or by facsimile signature) by an Authorized Executive Officer, as
defined in the Indenture.


 


 


	
  Dated:

  	
  NORTHWESTERN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Executive Officer

  	
   

  
	
  ATTEST:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Executive Officer

  	
   

  	
   

  



 


 


[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


 


This is one of the Bonds of the series designated
therein referred to in the within-mentioned Indenture and Supplemental
Indenture dated as of November 1, 2004.


 


	
   

  	
  JPMORGAN
  CHASE BANK, AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


 


C-1





















 


[FORM OF REVERSE OF BOND]


 


Indenture and Series Designation


 


This Bond is one of a duly authorized issue of bonds
of the Company (the “Bonds”), of the series hereinafter specified, all
issued and to be issued under and equally secured by a General Mortgage
Indenture and Deed of Trust (the “Indenture”), dated as of August 1,
1993, executed by the Company (under its then name, NorthWestern Public Service
Company) to The Chase Manhattan Bank (National Association), the predecessor to
JPMorgan Chase Bank (the “Trustee”), as Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the properties mortgaged and pledged, the nature and extent of the security,
the rights of registered owners of the Bonds and of the Trustee in respect
thereof, and the terms and conditions upon which the Bonds are, and are to be,
secured (and for the definition of any capitalized term used herein but not
defined herein (with any term defined herein and in the Indenture being used
herein as defined herein)).  The Bonds
may be issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as provided
in the Indenture.  This Bond is one of a
series designated as the “First Mortgage Bonds, Collateral (2004) Series C,
due 2014” (the “First Mortgage Bonds, Collateral (2004) Series C”)
of the Company issued under and secured by the Indenture and described in the
supplemental indenture dated as of November 1, 2004 (the “Supplemental
Indenture”) between the Company and the Trustee, supplemental to the
Indenture.


 


Principal


 


The unpaid principal of the First Mortgage Bonds,
Collateral (2004) Series C, of which this Bond is one, is scheduled to be
paid on the Senior Notes Maturity Date.


 


Interest


 


The unpaid principal amount of the First Mortgage
Bonds, Collateral (2004) Series C, of which this Bond is one, bears
interest at the rate of five and seven eighth (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 First Mortgage Bonds, Collateral (2004) Series C 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 First Mortgage Bonds, Collateral (2004) 


 


C-2





















 


Series C that are Outstanding on such day, and
(ii) the denominator of which is the sum of (a) the aggregate
principal amount of the First Mortgage Bonds, Collateral (2004) Series C
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 “Montana Senior Notes Bonds”) that are outstanding on such
day under the Company’s Montana Mortgage (as defined in the Supplemental
Indenture).  Simultaneously with issuance
and registration of the First Mortgage Bonds, Collateral (2004) Series C
in the name of the Senior Note Trustee (for the same purpose), the Montana
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


 


First Mortgage Bonds, Collateral (2004) Series C,
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”), First Mortgage Bonds,
Collateral (2004) Series C 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 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 First Mortgage Bonds, Collateral (2004) Series C
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 Trustee (such notice and call being waived by the registered
owners of the First Mortgage Bonds, Collateral (2004) Series C by the
acceptance of the First Mortgage Bonds, Collateral (2004) Series C 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 First Mortgage Bonds,
Collateral (2004) Series C 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 


 


C-3





















 


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 First
Mortgage Bonds, Collateral (2004) Series C on a Senior Notes Acceleration
Payment Date shall be at a redemption price equal to the principal amount of
the First Mortgage Bonds, Collateral (2004) Series C (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 First Mortgage
Bonds, Collateral (2004) Series C or the Acceleration Redemption Amount with
respect to an Acceleration Redemption of First Mortgage Bonds, Collateral
(2004) Series C, 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 Trustee may conclusively presume that no
redemption of the First Mortgage Bonds, Collateral (2004) Series C 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 the First Mortgage Bonds, Collateral (2004) Series C to
be redeemed on such date in accordance with the 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 First Mortgage Bonds, Collateral (2004) Series C (determined
in accordance with the Supplemental Indenture) and setting forth the amounts of
the respective portions thereof representing principal of, premium (if any) and
interest on the First Mortgage Bonds, Collateral (2004) Series C.  Each Redemption Demand shall be deemed to constitute
a waiver by the Senior Note Trustee, as registered owner of all First Mortgage
Bonds, Collateral (2004) Series C then Outstanding, of notice of
redemption and call for redemption by the Company or the Trustee of the First
Mortgage Bonds, Collateral (2004) Series C subject to redemption as
described in such Redemption Demand.  The
Trustee may conclusively presume the statements contained in each Redemption
Demand to be correct (and the Trustee shall be fully protected in relying
thereon).


 


C-4





















 


The Trustee may conclusively presume that no
rescission or annulment of an Acceleration Redemption (in respect of which the
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 First Mortgage
Bonds, Collateral (2004) Series C was rescinded or annulled in accordance
with the Supplemental Indenture.  The
Trustee may conclusively presume the statements contained in any Rescission
Notice to be correct (and the Trustee shall be fully protected in relying
thereon).


 


Additional Terms


 


First Mortgage Bonds, Collateral (2004) Series C,
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 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 First Mortgage Bonds, Collateral (2004) Series C
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.


 


(II)           The
obligation of the Company to make each payment of principal of, premium (if
any) or interest on the First Mortgage Bonds, Collateral (2004) Series C that
becomes due and payable in accordance with the 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 First Mortgage Bonds, Collateral (2004) Series C
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).


 


C-5





















 


(III)         Nothing
in any of First Mortgage Bonds, Collateral (2004) Series C (including,
without limitation, any reference to the principal payable with respect to the First
Mortgage Bonds, Collateral (2004) Series C 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 First Mortgage Bonds, Collateral (2004) Series C
that are Outstanding from time to time, (B) cause or permit an amount of
principal of the First Mortgage Bonds, Collateral (2004) Series C to be or
to become due and payable which, when added to all other principal of such Bonds
theretofore paid, exceeds $64,000,000, or (C) cause or permit to be or to
become due and payable interest on the First Mortgage Bonds, Collateral (2004) Series C
which is payable on any principal of the First Mortgage Bonds, Collateral
(2004) Series C that is in excess of the principal of the First Mortgage
Bonds, Collateral (2004) Series C as restricted pursuant to the preceding
clauses (A) and (B).


 


Transfer Restrictions


 


First Mortgage Bonds, Collateral (2004) Series C,
of which this Bond is one, 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 First Mortgage Bonds, Collateral (2004) Series C by the Senior Note
Trustee, the Senior Note Trustee shall submit to the Company, the Trustee and
the Bond Registrar (in addition to all other documents and instruments required
to be submitted to the Bond Registrar pursuant to the Indenture) 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 Trustee
and the Bond Registrar may conclusively presume the statements in any such
certificate of the Senior Note Trustee to be correct).


 


Any transfer of First Mortgage Bonds, Collateral
(2004) Series C (i) shall be subject to the provisions of
Section 3.05 of the Indenture, except that the provisions of
paragraph (g) of such Section 3.05 shall not be applicable to any
transfer of First Mortgage Bonds, Collateral (2004) Series C to a
successor Senior Note Trustee under the Senior Note Indenture, 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 has waived any right to make any charge
for any exchange or transfer of First Mortgage Bonds, Collateral (2004) Series C
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 First Mortgage Bonds, Collateral
(2004) Series C by the Senior Note Trustee).


 


C-6





















 


General


 


To the extent permitted by, and as provided in, the
Indenture, modifications or alterations of the Indenture, or of any indenture
supplemental thereto, and of the rights and obligations of the Company and of
the holders of the Bonds may be made with the consent of the Company by an
affirmative vote of the holders of a majority in aggregate principal amount of
the Bonds entitled to vote then Outstanding, at a meeting of the holders of the
Bonds called and held as provided in the Indenture, and by an affirmative vote
of the holders of a majority in aggregate principal amount of the Bonds of any
series or any tranche or tranches of any series entitled to vote then Outstanding
and affected by such modification or alteration, in case one or more but less
than all of the series of Bonds or of any tranche or tranches of any series of
Bonds then Outstanding under the Indenture are so affected; provided, however,
that no such modification or alteration shall be made which will affect the
terms of payment of the principal of, or interest or premium, if any, on this
Bond.


 


In case an Event of Default, as defined in the
Indenture, shall occur, the principal of all the First Mortgage Bonds,
Collateral (2004) Series C at any such time Outstanding under the
Indenture may be declared or may become due and payable, upon the conditions
and in the manner and with the effect provided in the Indenture. The Indenture
provides that such declaration may be rescinded under certain circumstances.


 


C-7





















 


Exhibit D

to

Supplemental Indenture


 


Certain After-Acquired Property Subject to the Lien of
the Indenture


 


 


Exhibit D





















 


The following properties, located in the following
counties of the State of South Dakota, are subject to the Lien of the Indenture
pursuant to Granting Clause Second of the Original Indenture:


 


Beadle County


 


Outlot 13 of Coutts’ Outlots 9 thru 17, a Part of the
North Half of the NW 1/4 of Section 13, Township 110, Range 62, Beadle County,
South Dakota. Except: The East Seventy-five Feet (75’) of the South One Hundred
Fifteen Feet (115’) of Outlot Thirteen (13), Coutts Outlots Nine (9) thru
Seventeen (17), a part of the North one-half (N 1/2) of the Northwest Quarter
(NW 1/4) of Section Thirteen (S13), Township One Hundred Ten North (T110N),
Range Sixty-two West (R62W) of the Fifth (5th) Principal Meridian, City of
Huron, Beadle County, South Dakota.


 


The West Five feet (5’) of the North Forty feet (40’)
of the South Ninety feet (90’) of the Southeast Quarter (SE1/4) of Section
Thirteen (S13), Township One Hundred Eleven North (T.111 N.), Range Sixty-four
West (R.64 W.) of the Fifth (5th) Principal Meridian, Beadle County, South
Dakota, containing 0.005 acres more or less.


 


The West Five feet (5’) of the North Fifteen feet (15’)
of the South One Hundred Five feet (105’) of the Southeast Quarter (SE1/4) of
Section Thirteen (S13), Township One Hundred Eleven North (T.111 N), Range
Sixty-four West (R.64 W.) of the Fifth (5th) Principal Meridian, Beadle County,
South Dakota, containing 0.005 acres more or less.


 


The South Twenty feet (20’) of the East Forty feet (40’)
of Broadland Creek Industrial Park Lot Four (4), a part of the Southeast
Quarter (SE1/4) of Section Twenty-five (S25), Township One Hundred Eleven North
(T.111 N.), Range Sixty-two West (R.62 W.) of the Fifth (5th) Principal
Meridian, Beadle County, South Dakota, containing 0.18 acres more of less.


 


Brown County


 


NORTHERN / NORTHWESTERN TBS ADDITION, a part of the
Northeast Quarter (NE 1/4) of Section Nineteen (S 19), Township One Hundred
Twenty-two North (T 122N), Range Sixty-three West (R. 63W) of the Fifth (5th)
Principal Meridian, Brown County, South Dakota, containing 0.21 acres more or
less.


 


Charles Mix County


 


Lot Three (3) and the South Eighteen feet (18’) of Lot
Two (2), Block One (1), B. W. LASHIER’S FIRST ADDITION to the town (now City)
of Wagner, Charles Mix County, South Dakota.


 


D-1





















 


Clark County


 


NWPS FORDHAM \ CLARK GAS REG-STATION ADDITION, a part
of the Northwest Quarter (NW1/4) of the Southwest Quarter (SW1/4) of Section
One (S.1), Township One Hundred Fifteen North (T.115 N.), Range Fifty-nine West
(R.59 W.) of the Fifth (5th) Principal Meridian, Clark County, South Dakota.


 


Davison County


 


The East Thirty-three feet (33’) of the North One
Hundred Fifty feet (150’) of the South One Hundred Eighty-three feet (183’) of
the Southeast Quarter (SE 1/4) of Section Nine (S9), Township One
Hundred Three North (T. 103 N.), Range Sixty West (R. 60 W.) of the Fifth
(5th) Principal Meridian, City of Mitchell, Davison County, South Dakota, said
property being a portion of the vacated statutory public right-of-way lying
between the Southeast Quarter (SE 1/4) of said Section Nine (S9) and Lot “N” in
the Southwest Quarter (SW 1/4) of Section Ten (S10) Township One Hundred Three
North (T. 103 N.) Range Sixty West (R. 60 W.), containing 0.11 acres more or
less.


 


Day County


 


Lot One (1) and Lot Two (2) in Block Sixteen (16) of
Prior’s First Addition to the City of Webster, Day County, South Dakota.


 


Hutchinson County


 


NWPS PARKSTON SUB SECOND ADDITION, a part of the
Southeast Quarter (SE1/4) of the Northeast Quarter (NE1/4) of Section Thirteen
(S.13), Township Ninety-nine North (T.99 N.), Range Sixty-one West (R.61 W.) of the
Fifth (5th) Principal Meridian, in or adjacent to the City of
Parkston, Hutchinson County, South Dakota, containing 0.14 acres more or less.


 


Lake County


 


The West Half (W.1/2) of Lot Ten (10) in Block
Twenty-nine (29) of the Original Plat of Madison, Lake County, South Dakota,
according to the recorded plat thereof.


 


NWPS LAKE MADISON TAP ADDITION, a part of the South
One half (S1/2) of the Southwest Quarter (SW1/4) of Section One (1), Township
One Hundred Five North (T.105 N.), Range Fifty-three West (R.53 W.) of the
Fifth (5th) Principal Meridian, Lake County, South Dakota, containing 0.07
acres more or less.


 


NWPS LAKE MADISON REG ADDITION, a part of the
Southwest Quarter (SW1/4) of the Northwest Quarter (NW1/4) of Section Five
(S5), Township One Hundred Five North (T.105 N.), Range Fifty-one West (R.51
W.) of the Fifth (5th) Principal Meridian, Lake County, South Dakota,
containing 0.13 acres more or less.


 


D-2





















 


Spink County


 


NWPS MELLETTE GAS REG-STA ADDITION, a part of Lot One
of Wheat Growers Subdivision in the southeast Quarter (SE1/4) of Section Two
(S2) Township One Hundred Nineteen North (T.119 N.), Range Sixty-four West
(R.54 W.) of the Fifth (5th) Principal Meridian, Spink County, South Dakota,
containing 0.09 acres more of less.


 


Yankton County


 


Gurney’s Outlot 3 in the Southwest Quarter (SW 1/4) of
the Northeast Quarter (NE 1/4) of Section Twelve (12), Township Ninety-three
(93) North, Range Fifty-six (56) West of the 5th P.M., City of Yankton, Yankton
County, South Dakota, containing 8.76 acres more or less.


 


County Auditor’s Tract 1A in NE 1/4 of Section 2,
Township 93 North, Range 57 West of the 5th P.M., Yankton County, South Dakota.
(Commencing at a point 33 feet due West of the Northeast corner of Section 2,
TWP 93 N., Range 57, Yankton County West of the 5th PM, thence due South a
distance of 511.2 feet, thence due West a distance of 511.2 feet, thence due
North a distance of 511.2 feet, thence due East to the point of beginning
consisting of a tract of 6 acres subject to existing easement of record for
road, highway of other public purposes. 
Now known as County Auditor’s Tract #1, as platted in Book 4S, Page 4B.)


 


LOT “C” OF YAGGIES THIRD ADDITION, a portion of
Yaggies Third Addition, situated in Northwest Quarter of Section Nine (S9),
Township Ninety-three (T.93 N.), Range Fifty-five West (R.55 W.) of the Fifth
(5th) Principal Meridian, Yankton County, South Dakota, containing 13.88 acres
more or less.


 


D-3