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2� 1 ���412
<br /> THI� F�URTEEI�TTH �UPPLEMENTAL INDEI�TLTRE, dated as �f �une 1, 2�1�
<br /> �the �`Supplem�ntal Ind�nture"�, is mad� b� and b�t�ve�n N�RTH�]4�E�TERN ��RF�RATI�N
<br /> (f�rm�r1� known as North�Vest�rn Public Service �ompany�, a carparati�r� �rganize� and
<br /> existing under the laws �f the State of I]ela�vare �the "��mpany"�, the po�t �ffi�e address ��
<br /> �hich is 3�1� `]Vest �9th Str�et, Sioux Fa11s, ��uth Dak�ta 571�S, and THE BAN� �F NE�
<br /> Y�RI� MELL�I� �f�rmerly l�rlovvn as The BarYk �f l�Tev� York �succ�ssor t� JPMargar� �hase
<br /> Bar�, N.A. �suc�ess�r by merger to The �hase Manhattan Bank �Tati�nal Assa�iation���� (the
<br /> "Trustee"�, as Trustee under the �eneral M�rtgage Inder�ture and Deed a f Trust dated as �f
<br /> Au�ust 1, 1��3, h�reinaft�r ment�aneda the p�st �ffice address �f�vhi�h is 101 Barclay �tr�et,
<br /> New Y�rk, I�I��v York 1����;
<br /> �HEREA�, th� �ompar�y has h�retofore executed and d�liv�red its �eneral M�rtgage
<br /> Inden�.ure and Deed �f Trust dated as af August 1, 1993 �the "�rigir�al Indenture"�, t� the
<br /> Trustee, for �the security ���th� Bonds �f the ��mpany issued ar�d t� be issued th�reun��r �the
<br /> "Bondsa'�; and
<br /> �VHER�EAS, th� �ompany has heret�fore exe�uted and delivered t� the Trust�e thirte�n
<br /> ind�nture� supplen�el�tal t� the �riglnal In�er�ture, the first dat�� as �f August 1�, 1993, the
<br /> sec�n� dated as �f August l, 1995, ea�l� of tl�e thir�, faur�th and fifth dated as �f September 1,
<br /> 199�, the si�th date�l as of February 1, ���3, the s�v�nth dated as �f Novem�er 1, 2��04, the
<br /> eighth �ated as of May 1, ���8, the ninth �ated as af May 1, Z�1�, �the tenth �ated as �f
<br /> August 1, ��1�, the eleventh dated as of I]ec�mb�r 1, 2�13, the twelfth dated as of I�ecerr�b�r 1,
<br /> ��14 an�l the thirteenth dated as of September 1, ��1 S �the �rlginal Indenture, as suppl�m�nted
<br /> and amended by the afor�mention�d thlrteen su�plemer�tal indentur�s and �y this �u�plemental
<br /> Indenture, being h�rein�.fter ref�rred to as the "In�enture"�; and
<br /> WHEREA�,the ��mpany �ieslres ta create a nev� series �f B�nds ta be issued under�the
<br /> Inder�tur�, t� be l�r��v�r� as First IVlortgag� B�nds, �.��°�o Ser�es, due ��2� �the `�F�rst Mortgag�
<br /> Bonds �f th� �.S�°�a Seri�s" �r "First Mortgag� Bonds"}, whi�h F1rst M�rtgage B�nds af` the
<br /> �.$�% Series are t� b� issu�d on the basis af Property A.dditions pursuant ta Se�tion 4.�3 �f the
<br /> Ind�nture; and
<br /> �VHEREAS, the Company, in th� �xercise of the p�w�r� and auth�rity c�nferred upan
<br /> �d reserved t� it under the pr�visions of the Ir�d�r�tur�, and pursuar�t to appropriate resolutians
<br /> �f the B�ard �f I]irect�rs, has dul� resolved and d�t�rmined t� make, e�ecute and deliver to the
<br /> Trust�e a Su�plemental In�enture in the form her�af f�r the purp�ses herein provided; ar�d
<br /> WHEREA�, a11 canditioi�s an� requirements ne��ssary ta make this Supplemer�tal
<br /> Ind�ntur� a �ali�, bir�ding and legal �nstrum�nt have been dane, �erfarmed and �`ulfill�d and �the
<br /> e�ecution and deliver�h�reof hav�been in all respect�duly authori�ed;
<br /> I�T��V, THER�F�RE, THI� INI�EI�TTURE �ITNESSETH:
<br /> THAT the ��mpany, 1n ��nsi��ratl�n af th� acceptance or the purchase and �wnership
<br /> �a� applicable� fr�m t1me to time af �th� F�rst Mort�ag� B�nds of the �.��°�a Series and the
<br /> servlc� by th� Tru�tee and it� �uccess�rs, under�the Indenture and �f�ne I�ollar t� it, du1� paid
<br /> by �khe Tru�tee at �r bef�re �the ensealin� ar�d delivery of th�s� presents, th� receipt wherea�is
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