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200410978
<br />Mortgage. Simultaneously with the issuance and registration of the First Mortgage
<br />Bonds, Collateral (2004) Series C in the name of the Senior Note Trustee (for the same
<br />purpose), the Montana Senior Notes Bonds will be issued to and registered in the name of
<br />the Senior Note Trustee, to be owned and held by the Senior Note Trustee under the
<br />terms of the Senior Note Indenture as security for the payment of the principal of,
<br />premium (if any) and interest on the Senior Notes. Initially, the Senior Notes Applicable
<br />Share will be 28.44444444% (being the expression as a percentage (rounded to the eighth
<br />decimal place) of a fraction, the numerator of which is $64,000,000 (the aggregate
<br />principal amount of the First Mortgage Bonds, Collateral (2004) Series C that are to be
<br />issued and become Outstanding) and the denominator of which is $225,000,000 (the sum
<br />of $64,000,000, the aggregate principal amount of the First Mortgage Bonds, Collateral
<br />(2004) Series C that are to be issued and become Outstanding, plus, $161,000,000, the
<br />aggregate principal amount of the Montana Senior Notes Bonds that are to be issued and
<br />become outstanding under the Montana Mortgage simultaneously with the issuance of the
<br />First Mortgage Bonds, Collateral (2004) Series Q. Pursuant to the Senior Note
<br />Indenture, the Senior Note Trustee has agreed to furnish to the Trustee (with a copy to the
<br />Company) as soon as practicable after any change in the Senior Notes Applicable Share,
<br />a certificate, signed by a person purporting to be its duly authorized officer, notifying the
<br />Trustee of such change in the Senior Notes Applicable Share (a "Senior Notes Applicable
<br />Share Certificate "). Each Senior Notes Applicable Share Certificate shall set forth (i) the
<br />changed Senior Notes Applicable Share, (ii) the date such change occurred, (iii) the
<br />aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series C then
<br />Outstanding, and (iv) the aggregate principal amount of the Montana Senior Notes Bonds
<br />then outstanding under the Montana Mortgage. The Trustee may conclusively presume
<br />that the Senior Notes Applicable Share is 28.44444444% unless and until the Trustee
<br />receives a Senior Notes Applicable Share Certificate. Following receipt by the Trustee of
<br />a Senior Notes Applicable Share Certificate, the Trustee may conclusively presume that
<br />the Senior Notes Applicable Share is as set forth in such Senior Notes Applicable Share
<br />Certificate unless and until the Trustee receives a subsequent Senior Notes Applicable
<br />Share Certificate (and the Trustee shall be fully protected in relying thereon).
<br />First Mortgage Bonds, Collateral (2004) Series C shall mature on
<br />November 1, 2014 (the "Senior Notes Maturity Date'), with the unpaid principal of the
<br />First Mortgage Bonds, Collateral (2004) Series C to be due and payable on the Senior
<br />Notes Maturity Date; the unpaid principal amount of the Bonds of the First Mortgage
<br />Bonds, Collateral (2004) Series C shall bear interest at the rate of five and seven eighth
<br />percent (5.875 %) per annum (calculated in the same manner as interest is calculated on
<br />the Senior Notes in accordance with the Senior Note Indenture), payable semiannually on
<br />the first (1st) day of each May and November, commencing on May 1, 2005 and
<br />continuing until the principal of the First Mortgage Bonds, Collateral (2004) Series C is
<br />paid (or provided for in accordance with the Senior Note Indenture), to the Senior Note
<br />Trustee as the registered owner, without regard to, or necessity for, any record date;
<br />principal of, premium (if any) and interest on each said Bond to be payable at the office
<br />or agency of the Company in the Borough of Manhattan, The City of New York, in such
<br />coin or currency of the United States of America as at the time of payment is legal tender
<br />for public and private debts. First Mortgage Bonds, Collateral (2004) Series C shall be
<br />dated as in Section 3.03(c) of the Original Indenture (as supplemented) provided.
<br />NY55/405431.7 18
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