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200302132
<br />ARTICLE I
<br />DESCRIPTION OF NEW MORTGAGE BONDS OF THE CREDIT
<br />AGREEMENT (2002) SERIES
<br />SECTION 1. The Company hereby creates a new series of Bonds to be known as
<br />"New Mortgage Bonds, Credit Agreement (2002) Series, due 2006." The New Mortgage
<br />Bonds of the Credit Agreement (2002) Series shall be executed, authenticated and
<br />delivered in accordance with the provisions of, and shall in all respects be subject to, all
<br />of the terms, conditions and covenants of the Indenture, as supplemented and modified.
<br />The aggregate principal amount of New Mortgage Bonds of the Credit Agreement (2002)
<br />Series which may be authenticated and delivered under the Indenture (except for New
<br />Mortgage Bonds of the Credit Agreement (2002) Series authenticated and delivered upon
<br />registration of transfer of, or in exchange for, or in lieu of, other New Mortgage Bonds of
<br />the Credit Agreement (2002) Series pursuant to the Indenture and except for New
<br />Mortgage Bonds of the Credit Agreement (2002) Series which, pursuant to the Indenture,
<br />are deemed never to have been authenticated and delivered under the Indenture) is
<br />limited to $110,000,000.
<br />New Mortgage Bonds of the Credit Agreement (2002) Series shall be issued to
<br />Credit Suisse First Boston, acting through its Cayman Islands Branch, as collateral agent
<br />(together with its successors in such capacity, the "Collateral Agent") under the Bond
<br />Collateral Agreement, dated as of February 10, 2003 (as amended or otherwise modified,
<br />or as waived, or as replaced, in each case, from time to time in accordance with its terms,
<br />the "Collateral Agreement"), between the Company and the Collateral Agent, to secure
<br />the obligations of the Company tb pay when due the Applicable Share (as hereinafter
<br />defined) of the principal of and interest on the loans (the "Loans ") made and outstanding
<br />under the Credit Agreement, dated as of December 17, 2002 (as amended or otherwise
<br />modified, or as waived, or as replaced, in each case, front time to time in accordance with
<br />its terms, the "Credit Agreement"), among the Company, as borrower, the several lenders
<br />from time to time parties thereto (the "Lenders ") and Credit Suisse First Boston, acting
<br />through its Cayman Islands Branch, as administrative agent (together with its successors
<br />in such capacity, the "Administrative Agent ").
<br />As used herein, "Applicable Share" means, as of any day, a fraction (expressed as
<br />a percentage rounded to the eighth decimal place), (i) the numerator of which is the
<br />aggregate principal amount of the New Mortgage Bonds of the Credit Agreement (2002)
<br />Series that are Outstanding on such day, and (ii) the denominator of which is the sum of
<br />(a) the aggregate principal amount of the New Mortgage Bonds of the Credit Agreement
<br />(2002) Series that are Outstanding on such day, plus (b) the aggregate principal amount
<br />of the First Mortgage Bonds, Credit Agreement (2002) Series, due 2006, of the Company
<br />(the "Montana Credit Agreement Bonds ") that are outstanding on such day under the
<br />Company's Mortgage and Deed of Trust, dated as of October 1, 1945, relating (among
<br />other things) to property acquired by the Company from NorthWestern Energy, L.L.C.,
<br />which in turn acquired such property from The Montana Power Company (as amended
<br />and supplemented, the "Montana Mortgage "). Initially, the Applicable Share will be
<br />28.20512821% (being the expression as a percentage (rounded to the eighth decimal
<br />place) of a fraction, the numerator of which is $110,000,000 (the aggregate principal
<br />NY55 233938,D
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