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200410978
<br />ARTICLE III
<br />DESCRIPTION OF FIRST MORTGAGE BONDS, COLLATERAL (2004)
<br />SERIES C
<br />SECTION 1. The Company hereby creates a new series of Bonds to be known as
<br />"First Mortgage Bonds, Collateral (2004) Series C, due 2014." The First Mortgage
<br />Bonds, Collateral (2004) Series C shall be executed, authenticated and delivered in
<br />accordance with the provisions of, and shall in all respects be subject to, all of the terms,
<br />conditions and covenants of the Indenture, as supplemented and modified. The aggregate
<br />principal amount of First Mortgage Bonds, Collateral (2004) Series C which may be
<br />authenticated and delivered under the Indenture (except for First Mortgage Bonds,
<br />Collateral (2004) Series C authenticated and delivered upon registration of transfer of, or
<br />in exchange for, or in lieu of, other First Mortgage Bonds, Collateral (2004) Series C
<br />pursuant to the Indenture and except for First Mortgage Bonds, Collateral (2004) Series C
<br />which, pursuant to the Indenture, are deemed never to have been authenticated and
<br />delivered under the Indenture) is limited to $64,000,000.
<br />First Mortgage Bonds, Collateral (2004) Series C shall be issued to and registered
<br />in the name of U.S. Bank National Association, as trustee (together with its successors in
<br />such capacity, the "Senior Note Trustee ") under the Indenture, dated as of November 1,
<br />2004, between the Company and the Senior Note Trustee, as supplemented and amended
<br />by Supplemental Indenture No. 1, dated as of November 1, 2004 (as so supplemented and
<br />amended and as may be further supplemented, amended or otherwise modified in
<br />accordance with its terms, the "Senior Note Indenture "), to be owned and held by the
<br />Senior Note Trustee under the terms of the Senior Note Indenture as security for the
<br />payment of the principal of, premium (if any) and interest on a series of senior secured
<br />notes of the Company issued pursuant to the Senior Note Indenture designated "Senior
<br />Secured Notes, 5.875% Series A due 2014" (the "Series A Senior Notes ") and, if and to
<br />the extent issued and delivered in exchange for the Series A Senior Notes subject to and
<br />in accordance with the Senior Note Indenture, a series of senior secured notes of the
<br />Company designated "Senior Secured Notes, 5.875% Exchange Series A due 2014" (the
<br />"Series A Exchange Notes "). The Series A Notes and, if and to the extent issued in
<br />exchange for Series A Senior Notes subject to and in accordance with the Senior Note
<br />Indenture, the Series A Exchange Notes are referred to hereinafter, collectively, as the
<br />"Senior Notes ". For purposes of the Senior Note Indenture, First Mortgage Bonds,
<br />Collateral (2004) Series C, together with the Montana Senior Notes Bonds (as such term
<br />is hereinafter defined), are "the related or corresponding First Mortgage Bonds" with
<br />respect to the Senior Notes.
<br />As used herein, "Senior Notes Applicable Share" means, as of any day, a fraction
<br />(expressed as a percentage rounded to the eighth decimal place), (i) the numerator of
<br />which is the aggregate principal amount of the First Mortgage Bonds, Collateral (2004)
<br />Series C that are Outstanding on such day, and (ii) the denominator of which is the sum
<br />of (a) the aggregate principal amount of the First Mortgage Bonds, Collateral (2004)
<br />Series C that are Outstanding on such day, plus (b) the aggregate principal amount of the
<br />First Mortgage Bonds, Collateral (2004) Series C, due 2014, of the Company (the
<br />"Montana Senior Notes Bonds ") that are outstanding on such day under the Montana
<br />NY55/405431.7 17
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