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87-- 104059 <br />SUPPLEMENTAL INDENTURE, dated as of the 6th day of May, nineteen hundred <br />eighty- -seven (1987), made by and between NORTHWESTERN PUBLIC SERVICE COMPANY, a <br />corporation organized and existing under the laws of the State of Delaware <br />(hereinafter called the "Company "), party of the first part, and THE CHASE <br />MANHATTAN BANK (National Association), a national banking association organized <br />and existing under the laws of the United States of America and having its <br />principal office or place of business in the Borough of Manhattan, the City of <br />New York, State of New York, successor to The Chase National Bank of the City <br />of New York (hereinafter called the "Trustee "), and VINCENT J. MARINO, <br />successor to Carl E. Buckley (the Trustee and said VINCENT J. 'MARINO being <br />hereinafter called the "Trustees ", which term where the context requires may <br />also designate their respective predecessors in trust, the postoffice address <br />of the Trustees being 1 New York Plaza, New York, New York 10015, Attention: <br />Corporate Trust Administration Division), as Trustees under the Indenture dated <br />August 1, 1940, hereinafter mentioned, parties of the second part. <br />WHEREAS the Company has heretofore executed and delivered its Indenture <br />(hereinafter referred to as the 'Original Indenture "), dated August 1, 1940, to <br />the Trustees for the security of the bonds of the Company issued and to be <br />issued thereunder; and <br />WHEREAS the Company, from time to time, has heretofore duly made and <br />delivered to the Trustees certain indentures supplemental to the Original <br />Indenture, including supplemental indentures dated January 15, 1941, August 18, <br />1945, September 23, 1946, October 1, 1946, July 24, 1947, June 1, 1948, <br />September 1, 1948, June 1, 1949, August 16, 1950, March 1, 1952, May 1, 1953, <br />February 1, 1955, August 27, 1953, October 1, 1956, July 1, 1957, August 1, <br />1959, July 1, 1961, July 1, 1966, September 1, 1970, August 1, 1972, ,July 1, <br />1973, November 14, 1974, May 1, 1975, June 1, 1977, July 1, 1978, and December <br />1, 1978, (the Original Indenture as supplemented and amended by the <br />aforementioned supplemental indentures and by this Supplemental Indenture being <br />hereinafter referred to as the "Indenture "); and <br />WHEREAS by Sections 11 and 12 of Article III of the Original Indenture, <br />the Company has covenanted, upon the terms and in the manner therein set forth, <br />to execute such further instruments and to do such further acts as might be <br />appropriate to subject to the lien of the Original Indenture all property which <br />the Original Indenture, as amended and supplemented, provided should be subject <br />to the lien thereof and to make effective and maintain the lien intended to be <br />created thereby; and <br />WHEREAS by Section 1 of Article XVI of the Original Indenture the Company <br />is authorized to make, execute and deliver to the Trustees a Supplemental <br />Indenture to assign and pledge additional property; and <br />WHEREAS the Company, in the exercise of the powers and authority conferred <br />upon and reserved to it under the provisions of the Original Indenture has duly <br />resolved and determined to make, execute and deliver to the Trustees a <br />Supplemental Indenture in the form hereof for the purposes herein provided; and <br />WHEREAS all conditions and requirements necessary to make this <br />Supplemental Indenture a valid, binding and legal instrument have been done, <br />performed and fulfilled and the execution and delivery hereof have been in all <br />respects duly authorized; <br />