|
201407774
<br />THIS ELEVENTH SUPPLEMENTAL INDENTURE, dated as of December 1, 2013
<br />(the "Supplemental Indenture "), is made by and between NORTHWESTERN CORPORATION
<br />(formerly known as NorthWestern Public Service Company), a corporation organized and
<br />existing under the laws of the State of Delaware (the "Company "), the post office address of
<br />which is 3010 West 69th Street, Sioux Falls, South Dakota 57108, and THE BANK OF NEW
<br />YORK MELLON (formerly known as The Bank of New York (successor to JPMorgan Chase
<br />Bank, N.A. (successor by merger to The Chase Manhattan Bank (National Association)))) (the
<br />"Trustee "), as Trustee under the General Mortgage Indenture and Deed of Trust dated as of
<br />August 1, 1993, hereinafter mentioned, the post office address of which is 101 Barclay Street,
<br />New York, New York 10286;
<br />WHEREAS, the Company has heretofore executed and delivered its General Mortgage
<br />Indenture and Deed of Trust dated as of August 1, 1993 (the "Original Indenture "), to the
<br />Trustee, for the security of the Bonds of the Company issued and to be issued thereunder (the
<br />"Bonds "); and
<br />WHEREAS, the Company has heretofore executed and delivered to the Trustee ten
<br />indentures supplemental to the Original Indenture, the first dated as of August 15, 1993, the
<br />second dated as of August 1, 1995, each of the third, fourth and fifth dated as of September 1,
<br />1995, the sixth dated as of February 1, 2003, the seventh dated as of November 1, 2004, the
<br />eighth dated as of May 1, 2008, the ninth dated as of May 1, 2010 and the tenth dated
<br />August 1, 2012 (the Original Indenture, as supplemented and amended by the aforementioned
<br />ten supplemental indentures and by this Supplemental Indenture, being hereinafter referred to as
<br />the "Indenture "); and
<br />WHEREAS, the Company desires to create a new series of Bonds to be issued under the
<br />Indenture, to be known as First Mortgage Bonds, 4.85% Series due 2043 (the "First Mortgage
<br />Bonds of the 4.85% Series" or "First Mortgage Bonds "), which First Mortgage Bonds of the
<br />4.85% Series are to be issued on the basis of Retired Bonds pursuant to Section 4.04 of the
<br />Indenture; and
<br />WHEREAS, the Company, in the exercise of the powers and authority conferred upon
<br />and reserved to it under the provisions of the Indenture, and pursuant to appropriate resolutions
<br />of the Board of Directors, has duly resolved and determined to make, execute and deliver to the
<br />Trustee a Supplemental Indenture in the form hereof for the purposes herein provided; and
<br />WHEREAS, all conditions and requirements necessary to make this Supplemental
<br />Indenture a valid, binding and legal instrument have been done, performed and fulfilled and the
<br />execution and delivery hereof have been in all respects duly authorized;
<br />NOW, THEREFORE, THIS INDENTURE WITNESSETH:
<br />THAT the Company, in consideration of the acceptance or the purchase and ownership
<br />(as applicable) from time to time of the First Mortgage Bonds of the 4.85% Series and the
<br />service by the Trustee and its successors, under the Indenture and of One Dollar to it, duly paid
<br />by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is
<br />10389023v1
<br />1
<br />
|