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1 � 1 RE•RECORDEt� S9""' i O�O 7� r. s�= ios�o� SUP!'LEMENTAI.lNDENTUItE,dated ih��rsl day af November,niaeteen hundred and eighty- aine(1989)�IIISdd by BDfI bCIWlCA NORTHWES'TERN PUALIC SERVICE COMPMN.8 COl�10T�110A Oi�8IUZQt� • and exi�tin�unda�the laws of ihe Stste of Delawarc(hereinafter cailcd tbe"CompaAy"),pany of the firit p�rt. and 7'e�Cx�sE Mwritun�x 8�xt�(National Associatioa). a Aational bankia� association or�nized and existin�uadtr tbe taws of ihe United States of Amerip and havinj 11S D[fAClpal pfflCC or pl�ce of businas in the Bomu�of MaMattaa,the City oSNew Yosk,State of New York,successos to The Chax National8ank of the City of New Yorlc(hereinafler c�lIed the"Truuee"),and Vn��cErrr J.MwRn�a,of Uaion County,New Jeraey.succasor to Carl E.8uckky(the Trustee and said Vnvc� , � J.M��tro bein�hereinatter called the"Ttwtas", whic6 tenm where the conteut requira may also desi�nate their respective pr:decessor� in trust, thr posto�ee addreu of the Trustea bein� 1 New � York Plaza, New York, New York 10081, Attention: Corporate Truat Administration Division�, as � Trustees under the lndenture dAted Au�ust 1, 194�,hereinatler mentioned,parties of the second part. W�s the Company has her�tofore executed and delivered its lndentun(hereinatler referred to as ihe"Ori�inal lndenture"),daled Au�ist 1. 1940,to the Trustees For tbe security of the bonds of the Company issued aad to be issued thereunder:and � wH�s ihe Co,npany,from time to tune.has haetofore duly made and delivered ta the Trustas cectain indentures supplemental to the Ori�inal lndenture, incloding supplemental indentures dated January 1 S, 1941. Au�ust 18, 1945, September 23, 1946, October 1, 19A5, July 24, 1947, June 1, 1948,September 1� 1948,June l, 1949� August 16, 1950,March 1, 1952, May 1, 19�3, Februsry 1, 1955. Au�usl 27, 1955, Octobtt l, 1956,July l, 1957. August 1, 1959,July l. 1961,July l, 1966, September l, 1974. Au�ust 1. 1972, July 1. 1973,Novembes 14, 1974, May l. 1975,June 1. 1977, � July 1, 1978, December l, 1978 and May 6. 1987 (the Ori�ina! indenture as supplemented and . amended by tbe afo�enoentioned supplemental indentuns and iay thi�Supplemental lndenture bein� he�+einafter referred to as the"lndenture");and � � , . Wtta�s putswnt to the terms and provisions of the Ori�inal lndenture and a Supplementai � � �. ;�_.. lndenture dated October l. 1946 (hereinaiter reCerred to as tha "Supplemental lndenture dated �:�.-�- �ci�oes I, 3��0";, iuc �ompany creaicd a now series oi oonds, ta a iuued under we Gtiginai �=� . lndenture,and to be knowa as Fiist Mart�a�e Bonds,396 Series due 1973(hereinafta called"Bonds ;. of the Series due 1973"),of which Bonds of the Series due 1973 ihere wtre heretofore issued 56,275,000 : principal amonnt.all of which were paid in full at or after maturity and are no longer outstanding; . -- and , WH�r►s punuane to the terms and provisions of the Original lndenturc and a Supplemental - lndenture dated Juae t. 1948(hereinaf�er referred to as t�e"Supplemental tnc�snture dated Jun� l, - '. 1948"),the Compan.y created a new series of bonds, tcr be issued under the Ori;inal lndeature,and to be known as First Mort�a�e Bonds, 3�/,96 Series due 1978,of which Bonds of the 3'/a96 Saies then �rere heretofoce iu�s600,000 principal amount,all of which were paid in full at or after maturity and are ao ion�er outstanding;and We��s pu�uant to the terms and provisions of the Original lndenture aad a Supplemeatal � lndenture dated September 1, 1948 (hereinafter referred to as the "Supplemental lndeaiure dated `�` September 1, 1948'),the Compaay created a new series of bonds, to be issued undcr the Original ��, lndentura, and to be icnown as First Mongage Bonds, 3'�:96 Series due 1978, of w�hich Sonds of the � 3y:96 Series ihere were heretofore issued S700,000 princnpal amount,al!of which were paid in full at or aiier maturity and are no longer outstanding;and WxE�s pursuant to the terms and pravisions of the Origina! lndenture and a Sup�temental • ladeature dated June 1. 1949(hereina�ier refesred to as the"SupplementaJ lndeuture dated June 1, 1944'),,the Company created a new series of bonds, to be issued under the Original lttdenture,and to be kitA�cie zs Fir�t Mortgage Bonds,3'1.96 Series de�e 1478,of which Bonds af the 3�/a96 Series there ' were hereEOfore is�ced 5700,000 principal amount,alt of which were paid in full at or aftcr maturity and are no longtr outstanding;and WH�ws pursuant to the terms and provisions of the Original lndenture and a Supplemenlal Indenture dated March 1. 1952(hereinaf�er referred ta as the"Supplemental lndenture dated March Y L � � J �� ,. � „ . � �J