Exhibit 4(a)(5)
Supplemental Indenture, dated as of September 1, 1995 (the
"Supplemental Indenture"), made by and between Northwestern Public Service
Company, a corporation organized and existing under the laws of the State
of Delaware (the "Company"), the post office address of which is 33 Third
Street, S.E., Huron, South Dakota 57350, and The Chase Manhattan Bank
(National Association), a national banking association organized and
existing under the laws of the United States of America (the "Trustee"), as
Trustee under the General Mortgage Indenture and Deed of Trust dated as of
August 1, 1993, hereinafter mentioned, the post office address of which is
4 Chase MetroTech Center, 3rd Floor, Brooklyn, New York 11245;
Whereas, the Company has heretofore executed and delivered its General
Mortgage Indenture and Deed of Trust dated as of August 1, 1993 (the
"Original Indenture"), to the Trustee, for the security of the Bonds of the
Company issued and to be issued thereunder (the "Bonds"); and
Whereas, the Company has heretofore executed and delivered to the
Trustee certain indentures supplemental to the Original Indenture dated as
of August 15, 1993 and as of August 1, 1995 and, contemporaneously
herewith, the Company has executed and delivered to the Trustee two certain
indentures dated as of September 1, 1995 relating to New Mortgage Bonds of
the 8.90% Series and New Mortgage Bonds of the 8.824% Series, respectively
(the Original Indenture, as supplemented and amended by the aforementioned
supplemental indentures and by this Supplemental Indenture being
hereinafter referred to as the "Indenture"); and
Whereas, the Company desires to create a new series of Bonds to be
issued under the Indenture, to be known as New Mortgage Bonds, 6.99% Series
due 2002 (the "New Mortgage Bonds of the 6.99% Series"), which New Mortgage
Bonds of the 6.99% Series are to be issued in exchange for certain other
bonds of the Company of like tenor and amount that were issued pursuant to
a supplemental indenture to the Company's Indenture dated August 1, 1940;
and
Whereas, the Company, in the exercise of the powers and authority
conferred upon and reserved to it under the provisions of the Indenture,
and pursuant to appropriate resolutions of the Board of Directors, has duly
resolved and determined to make, execute and deliver to the Trustee a
Supplemental Indenture in the form hereof for the purposes herein provided;
and
Whereas, all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument have been
done, performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized;
Now, Therefore, This Indenture Witnesseth:
That Northwestern Public Service Company, in consideration of the
exchange referred to above and ownership from time to time of the Bonds and
the service by the Trustee, and its successors, under the Indenture and of
One Dollar to it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby acknowledged,
hereby covenants and agrees to and with the Trustee and its successors in
the trust under the Indenture, for the benefit of those who shall hold the
Bonds as follows:
Article I
Description Of Bonds Of The 6.99% Series Due 2002
Section 1. The Company hereby creates a new series of Bonds to be
known as "New Mortgage Bonds, 6.99% Series due 2002." The New Mortgage
Bonds of the 6.99% Series shall be executed, authenticated and delivered in
accordance with the provisions of, and shall in all respects be subject to,
all of the terms, conditions and covenants of the Indenture, as
supplemented and modified.
The commencement of the first interest period for the New Mortgage
Bonds of the 6.99% Series shall be September 1, 1995. The New Mortgage
Bonds of the 6.99% Series shall mature September 1, 2002, and shall bear
interest at the rate of 6.99% per annum, payable semi-annually on the first
day of March and the first day of September in each year. The person in
whose name any of the New Mortgage Bonds of the 6.99% Series are registered
at the close of business on any record date (as hereinafter defined) with
respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the
cancellation of such New Mortgage Bonds of the 6.99% Series upon any
transfer or exchange subsequent to the record date and prior to such
interest payment date; provided, however, that if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date, such defaulted interest shall be paid as provided in Section
3.07(b) of the Indenture.
The term "record date" as used in this Section with respect to any
interest payment date shall mean February 15 or August 15, as the case may
be, next preceding the semi-annual interest payment date, or, if such
February 15 or August 15 shall be a legal holiday or a day on which banking
institutions in the Borough of Manhattan, The City of New York, State of
New York, are authorized by law to close, then the next preceding day which
shall not be a legal holiday or a day on which such institutions are so
authorized to close.
Section 2. The New Mortgage Bonds of the 6.99% Series shall be issued
only as registered Bonds without coupons of the denomination of $1,000, or
any integral multiple of $1,000, appropriately numbered. The New Mortgage
Bonds of the 6.99% Series may be exchanged, upon surrender thereof, at the
agency of the Company in the Borough of Manhattan, The City of New York,
State of New York, for one or more new New Mortgage Bonds of the 6.99%
Series of other authorized denominations, for the same aggregate principal
amount, subject to the terms and conditions set forth in the Indenture.
New Mortgage Bonds of the 6.99% Series may be exchanged or transferred
without expense to the registered owner thereof except that any taxes or
other governmental charges required to be paid with respect to such
transfer or exchange shall be paid by the registered owner requesting such
transfer or exchange as a condition precedent to the exercise of such
privilege.
Section 3. The New Mortgage Bonds of the 6.99% Series and the
Trustee's Certificate of Authentication shall be substantially in the
following forms respectively:
[Form Of Bond Of The 6.99% Series Due 2002]
Northwestern Public Service Company
(Incorporated under the laws of the State of South Dakota)
New Mortgage Bond, 6.99% Series Due 2002
No. R- $______________
Northwestern Public Service Company, a corporation organized and
existing under the laws of the State of Delaware (the "Company", which term
shall include any successor corporation as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________ or registered assigns, the sum of __________ dollars on the
first day of September, 2002, in any coin or currency of the United States
of America which at the time of payment is legal tender for public and
private debts, and to pay interest thereon in like coin or currency from
September 1, 1995, payable semi-annually, on the first days of March and
September in each year, at the rate of 6.99% per annum, until the Company's
obligation with respect to the payment of such principal shall be
discharged as provided in the Indenture hereinafter mentioned. The
interest so payable on any March 1 or September 1 will, subject to certain
exceptions provided in the Supplemental Indenture dated as of September 1,
1995, be paid to the person in whose name this Bond is registered at the
close of business on the immediately preceding February 15 or August 15, as
the case may be. Both principal of, and interest on, this Bond are payable
at the agency of the Company in the Borough of Manhattan, The City of New
York, State of New York.
This Bond shall not be entitled to any benefit under the Indenture or
any indenture supplemental thereto, or become valid or obligatory for any
purpose, until the form of certificate endorsed hereon shall have been
signed by or on behalf of The Chase Manhattan Bank (National Association),
the Trustee under the Indenture, or a successor trustee thereto under the
Indenture, or by an authenticating agent duly appointed by the Trustee in
accordance with the terms of the Indenture.
The provisions of this New Mortgage Bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
In Witness Whereof, Northwestern Public Service Company has caused
this New Mortgage Bond to be signed (manually or by facsimile signature) in
its name by an Authorized Executive Officer, as defined in the Indenture,
and its corporate seal (or a facsimile thereof) to be hereto affixed and
attested (manually or by facsimile signature) by an Authorized Executive
Officer, as defined in the Indenture.
Dated: Northwestern Public Service Company
By
Authorized Executive Officer
ATTEST:
Authorized Executive Officer
[Form of Trustee's Certificate]
This is one of the Bonds of the series designated therein referred to
in the within-mentioned Indenture and Supplemental Indenture dated as of
September 1, 1995.
The Chase Manhattan
Bank (National Association), as Trustee
By
Authorized Officer
[FORM OF REVERSE OF BOND]
This New Mortgage Bond of the 6.99% Series is one of a duly authorized
issue of Bonds of the Company (the "Bonds"), of the series hereinafter
specified, all issued and to be issued under and equally secured by a
General Mortgage Indenture and Deed of Trust (the "Indenture"), dated as of
August 1, 1993, executed by the Company to The Chase Manhattan Bank
(National Association) (the "Trustee"), as Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a
description to the properties mortgaged and pledged, the nature and extent
of the security, the rights of registered owners of the Bonds and of the
Trustee in respect thereof, and the terms and conditions upon which the
Bonds are, and are to be, secured. The Bonds may be issued in series, for
various principal sums, may mature at different times, may bear interest at
different rates and may otherwise vary as provided in the Indenture. This
New Mortgage Bond of the 6.99% Series is one of a series designated as the
"New Mortgage Bonds, 6.99% Series Due 2002" (the "New Mortgage Bonds of the
6.99% Series") of the Company issued under and secured by the Indenture and
described in the supplemental indenture dated as of September 1, 1995 (the
"Supplemental Indenture dated as of September 1, 1995"), between the
Company and the Trustee, supplemental to the Indenture.
New Mortgage Bonds of the 6.99% Series, of which this is one, are
subject to redemption as follows:
(I) At the option of the Company and upon the notice and in the
manner and with the effect provided in the Indenture, all, but not less
than all, of the New Mortgage Bonds of the 6.99% Series may be redeemed by
the Company at any time, on or after September 1, 1997 and prior to
maturity, upon payment of the Make-Whole Amount (as defined in Section 1 of
Article III of the Supplemental Indenture dated as of September 1, 1995)
for each of the New Mortgage Bonds of the 6.99% Series to be redeemed,
together in each case with principal and accrued interest to the redemption
date.
(II) New Mortgage Bonds of the 6.99% Series shall be redeemed by the
Company in the amounts required by the Supplemental Indenture dated as of
September 1, 1995 on September 1 of each year, commencing in 1998, through
the operation of the sinking fund for such bonds, upon payment of the
principal amount thereof together with accrued interest to the redemption
date.
To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture, or of any indenture
supplemental thereof, and of the rights and obligations of the Company and
of the holders of the Bonds may be made with the consent of the Company by
an affirmative vote of the holders of a majority in aggregate principal
amount of the Bonds entitled to vote then outstanding, at a meeting of the
holders of the Bonds called and held as provided in the Indenture, and by
an affirmative vote of the holders of a majority in aggregate principal
amount of the Bonds of any series or any tranche or tranches of any series
entitled to vote then outstanding and affected by such modification or
alteration, in case one or more but less than all of the series of Bonds or
of any tranche or tranches of any series of Bonds then outstanding under
the Indenture are so affected; provided, however, that no such modification
or alteration shall be made which will affect the terms of payment of the
principal of, or interest or premium, if any, on this Bond.
In case an Event of Default, as defined in the Indenture, shall occur,
the principal of all the New Mortgage Bonds of the 6.99% Series at any such
time outstanding under the Indenture may be declared or may become due and
payable, upon the conditions and in the manner and with the effect provided
in the Indenture. The Indenture provides that such declaration may be
rescinded under certain circumstances.
Article II
Issue Of New Mortgage Bonds Of The 6.99% Series
Section 1. The Company hereby exercises the right to obtain the
authentication of $25,000,000 principal amount of Bonds pursuant to the
terms of Section 4.03 of the Indenture. All such Bonds shall be New
Mortgage Bonds of the 6.99% Series.
Section 2. Such New Mortgage Bonds of the 6.99% Series may be
authenticated and delivered prior to the filing for recordation of this
Supplemental Indenture.
Article III
Redemption
Section 1. The New Mortgage Bonds of the 6.99% Series shall, upon the
notice and in the manner and with the effect provided in Article Five of
the Original Indenture, as amended by Section 3 of this Article III, be
redeemable (otherwise than out of moneys specified in Section 2 of this
Article III), at any time, on or after September 1, 1997 and prior to
maturity, at the option of the Company, as a whole, upon payment of the
principal amount of each of the New Mortgage Bonds of the 6.99% Series to
be redeemed, and accrued interest thereon to the redemption date, together
with the applicable Make-Whole Amount (as hereinafter defined).
On or before the redemption date specified in the notice of redemption
given by the Company as provided in the Indenture, the Company shall
deliver to each holder of the New Mortgage Bonds of the 6.99% Series to be
redeemed, a certificate signed by a principal financial officer of the
Company setting forth the Make-Whole Amount (determined in good faith by
the Company as of the date five business days prior to the date of such
redemption), if any, applicable to the New Mortgage Bonds of the 6.99%
Series held by such holder so to be redeemed. In the event the Company
shall incorrectly compute the Make-Whole Amount payable in connection with
any New Mortgage Bond of the 6.99% Series, the holder of such Bond shall
not be bound by such incorrect computation, but shall instead be entitled
to receive an amount equal to the correct Make-Whole Amount, if any,
computed in compliance with the terms hereof.
As used in this Section 1:
"Make-Whole Amount" shall mean the excess, if any, of (i) the
aggregate present value as of the date of such redemption of each dollar of
principal being prepaid and the amount of interest (exclusive of interest
accrued to the date of redemption) that would have been payable in respect
of such dollar if such redemption had not been made, determined by
discounting such amounts at the Reinvestment Rate from the respective dates
on which they would have been payable, over (ii) 100% of the principal
amount of the outstanding New Mortgage Bonds of the 6.99% Series being
redeemed. If the Reinvestment Rate is equal to or higher than 6.99%, the
Make-Whole Amount shall be zero. For purposes of any determination of the
Make-Whole Amount:
"Reinvestment Rate" shall mean the arithmetic mean of the yields
under the respective headings "This Week" and "Last Week" published in
the Statistical Release under the caption "Treasury Constant
Maturities" for the maturity (rounded to the nearest month)
corresponding to the Weighted Average Life to Maturity of the
principal amount of the New Mortgage Bonds of the 6.99% Series being
redeemed. If no maturity exactly corresponds to such Weighted Average
Life to Maturity, yields for the two published maturities most closely
corresponding to such Weighted Average Life to Maturity shall be
calculated pursuant to the immediately preceding sentence and the
Reinvestment Rate shall be interpolated or extrapolated from such
yields on a straightline basis, rounding in each of such relevant
periods to the nearest month. For the purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior
to the date of determination of the Make-Whole Amount shall be used.
"Statistical Release" shall mean the then most recently published
statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Federal Reserve System
and which establishes yields on actively traded U.S. Government
Securities adjusted to constant maturities or, if such statistical
release is not published at the time of any determination hereunder,
then such other reasonably comparable index which shall be
designated by the holders of 66-2/3% in aggregate principal amount of
the outstanding New Mortgage Bonds of the 6.99% Series.
"Weighted Average Life to Maturity" of any of the New Mortgage
Bonds of the 6.99% Series to be redeemed shall mean the number of
years (rounded to the nearest one-twelfth of a year) obtained by
dividing the then Remaining Dollar-Years of the New Mortgage Bonds of
the 6.99% Series by the then outstanding principal amount of such
Bonds. For the purposes of this definition, "Remaining Dollar-Years"
means the sum of the amounts obtained by multiplying the amount of
each then remaining sinking fund or other required repayment,
including repayment at final maturity, by the number of years
(calculated to the nearest one-twelfth of a year) which will elapse
between the time of such determination and the date of such repayment.
Section 2. Upon the notice and in the manner and with the effect
provided in Article Five of the Original Indenture, as amended by Section 3
of this Article III, any of the New Mortgage Bonds of the 6.99% Series
shall be redeemable on the first day of September in each year, commencing
in 1998, by operation of the sinking fund provided for by Section 1 of
Article IV hereof, upon payment of the principal amount thereof together
with accrued interest to the redemption date.
Section 3. Whenever the Company shall propose to redeem less than all
of the outstanding New Mortgage Bonds of the 6.99% Series on any redemption
date, the Trustee, instead of selecting by lot, shall select the serial
numbers of the New Mortgage Bonds of the 6.99% Series to be redeemed (in
whole or in part) by prorating, as nearly as may be, the aggregate
principal amount of the New Mortgage Bonds of the 6.99% Series to be
redeemed among the registered owners of the New Mortgage Bonds of the 6.99%
Series according to the principal amount thereof registered in their
respective names. In any such proration, the Trustee shall make such
adjustments, reallocations and eliminations as it shall deem proper to the
end that the principal amount of the New Mortgage Bonds of the 6.99% Series
so prorated to any registered owner of the New Mortgage Bonds of the 6.99%
Series shall be $1,000 or a multiple thereof, by increasing or decreasing
or eliminating the amount which would be allocable to any such registered
owner on the basis of exact proportion by an amount not exceeding $1,000.
The Trustee in its discretion may determine the particular New Mortgage
Bonds of the 6.99% Series (if there are more than one) registered in the
name of any registered owner which are to be redeemed, in whole or in part.
In any determination by proration pursuant to this Section, New Mortgage
Bonds of the 6.99% Series held by the Company shall not be considered
outstanding and shall be excluded in making the determination of the New
Mortgage Bonds of the 6.99% Series to be redeemed.
Notice of redemption of any New Mortgage Bonds of the 6.99% Series
shall be given as provided in Section 5.04 of the Original Indenture,
except that, in the case of redemption by operation of the sinking fund for
such bonds, the notice shall state that the redemption is for the account
of the sinking fund. If given by mail, the mailing of such notice shall be
a condition precedent to redemption, provided that any notice which is
mailed in the manner provided in Section 5.04 of the Original Indenture
shall be conclusively presumed to have been duly given whether or not the
holders receive such notice, and failure to give such notice by mall, or
any defect in such notice, to the holder of any such bond designated for
redemption in whole or in part shall not affect the validity of the
redemption of any other such bond.
Except for the determination of the serial numbers of the New Mortgage
Bonds of the 6.99% Series to be redeemed (in whole or in part) by proration
as provided in this Section when less than all of the New Mortgage Bonds of
the 6.99% Series are to be redeemed on any redemption date and except for
the changes in the giving of notice of redemption as provided in this
Section, the procedures for redemption of the New Mortgage Bonds of the
6.99% Series shall be as provided in Article Five of the Original
Indenture.
Section 4. The Company, with the approval of the Trustee, may enter
into a written agreement with the holder of any New Mortgage Bonds of the
6.99% Series providing that payment of such bonds called for redemption in
part only be made directly by mail, wire transfer or in any other manner to
the holder thereof without presentation or surrender thereof if there shall
be delivered to the Trustee an agreement (which may be a composite with
other such agreements) between the Company and such holder (or other person
acting as agent for such holder or for whom such holder is a nominee) that
payment shall be so made, and that in the event the holder thereof shall
sell or transfer any such bonds (a) it will, prior to the delivery of such
bonds, either (i) surrender such bonds to the Trustee to make a proper
notation of the amount of principal paid thereon or (ii) surrender such
bonds to the Trustee against receipt of one or more New Mortgage Bonds of
the 6.99% Series in an aggregate principal amount equal to the unpaid
principal portion of the bonds so surrendered, and (b) it will promptly
notify the Company of the name and address of the transferee of any New
Mortgage Bonds of the 6.99% Series so transferred. The Trustee shall not
be liable or responsible to any such holder or transferee or to the Company
or to any other person for any act or omission to act on the part of the
Company or any such holder in connection with any such agreement. The
Company will indemnify and save the Trustee harmless against any liability
resulting from any such act or omission and against any liability resulting
from any action taken by the Trustee in accordance with the provisions of
any such agreement.
Article IV
Additional Covenants
The Company covenants and agrees, subject to the terms and of this
Section, that it will pay to the Trustee on or before the last day of
August, 1998 and on or before the last day of August in each calendar year
thereafter so long as any New Mortgage Bonds of the 6.99% Series shall be
outstanding (each such last day of August being referred to herein as a
"sinking fund payment date") as and for a cash sinking fund for the
retirement of New Mortgage Bonds of the 6.99% Series, a sum in cash
sufficient to redeem on the first day of September next following such
sinking fund payment date, at the redemption price for the redemption of
New Mortgage Bonds of the 6.99% Series by operation of the sinking fund, a
principal amount of bonds of said series at least equal to twenty per
centum of the greatest principal amount of bonds of said series outstanding
at any time (determined as in this Section provided) between September 1,
1992, and the end of the calendar year immediately preceding such sinking
fund payment date. Cash paid to the Trustee by the Company pursuant to
this Section shall be applied by the Trustee to the redemption on the next
following the first day of September of the specified principal amount of
New Mortgage Bonds of the 6.99% Series in accordance with provisions of
this Section; and the Company shall carry out the procedures required of it
for such redemption.
On or before the first day of July in each year beginning with the
calendar year 1998, so long as any New Mortgage Bonds of the 6.99% Series
shall be outstanding, the Company shall deliver to the Trustee a
certificate, signed in the name of the Company by its President or one of
its Vice Presidents and by its Treasurer or an Assistant Treasurer,
containing the statements required by Section 1.05 of the Original
Indenture, and showing the greatest principal amount of New Mortgage Bonds
of the 6.99% Series outstanding at any time between September 1, 1992 and
the end of the preceding calendar year, determined in accordance with the
provisions of this Section, which certificate shall include, or be
accompanied by, the notice from the Company to the Trustee pursuant to
Section 5.04 of the Original Indenture, as amended by Section 3 of Article
III hereof, specifying the principal amount of the New Mortgage Bonds of
the 6.99% Series to be redeemed on the first day of September next
following by operation of the sinking fund provided for by this Section.
In determining under the provisions of this Section the principal
amount of New Mortgage Bonds of the 6.99% Series outstanding under the
Indenture, there shall be excluded the principal amount of any bonds of
said series authenticated under the Indenture which are owned by the
Company.
Any and all New Mortgage Bonds of the 6.99% Series received by the
Trustee pursuant to any provision of this Section shall thereupon be
canceled and destroyed by the Trustee.
If the first day of September in the calendar year 1998, or in any
calendar year thereafter so long as any New Mortgage Bonds of the 6.99%
Series shall be outstanding, is a legal holiday or day on which banking
institutions which act as paying agents hereunder are authorized by law to
close, then payment of the redemption price (including interest payable
upon redemption) for purposes of redemption of New Mortgage Bonds of the
6.99% Series by operation of the sinking fund provided for by this Section
may be made on the next succeeding day which is not a legal holiday or a
day on which such banking institutions are authorized by law to close with
the same force and effect as if made on the nominal redemption date, and no
interest shall accrue for the period after the nominal redemption date.
Article V
The Trustee
The Trustee hereby accepts the trusts hereby declared provided, and
agrees to perform the same upon the terms and conditions in the Indenture
set forth and upon the following terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or the due execution hereof by the
Company or for or in respect of the recitals contained herein,
all of which recitals are made by the Company solely. In
general, each and every term and condition contained in Article
Eleven of the Indenture shall apply to this Supplemental
Indenture with the same force and effect as if the same were
herein set forth in full, with such omissions, variations and
modifications thereof as may be appropriate to make the same
conform to this Supplemental Indenture.
Article VI
Miscellaneous Provisions
This Supplemental Indenture may be simultaneously executed in any
number of counterparts, each of which when so executed shall be deemed to
be an original; but such counterparts shall together constitute but one and
the same instrument.
In Witness Whereof, said Northwestern Public Service Company has
caused this Indenture to be executed on its behalf by an Authorized
Executive Officer as defined in the Indenture, and its corporate seal to be
hereto affixed and said seal and this Indenture to be attested by an
Authorized Executive Officer as defined in the Indenture; and The Chase
Manhattan Bank (National Association), in evidence of its acceptance of the
trust hereby created, has caused this Indenture to be executed on its
behalf by its President or one of its Vice Presidents and its corporate
seal to be hereto affixed and said seal and this Indenture to be attested
by its Secretary or one of its Assistant Secretaries; all as of the 1st day
of September, 1995.
Northwestern Public Service Company
By
Vice President
(CORPORATE SEAL)
ATTEST:
Corporate Secretary
The Chase Manhattan
Bank (National Association)
By
Vice President
(CORPORATE SEAL)
ATTEST:
Assistant Secretary
State Of South Dakota )
) SS
County Of Beadle )
Be it Remembered, that on this _____ day of August, 1995, before me,
Susan M. Anderson, a Notary Public within and for the County and State
aforesaid, personally came D. K. Newell, Vice President - Finance, and Alan
D. Dietrich, Corporate Secretary of Northwestern Public Service Company, a
Delaware corporation, who are personally known to me to be such officers,
and who are personally known to me to be the same persons who executed as
such officers the within instrument of writing, and such persons duly
acknowledged that they signed, sealed and delivered the said instrument as
their free and voluntary act as such Vice President - Finance and Corporate
Secretary, respectively, and as the free and voluntary act of Northwestern
Public Service Company for the uses and purposes therein set forth.
In Witness Whereof, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.
(Notarial Seal)
Susan M. Anderson
Notary Public, Beadle County, S.D.
My Commission expires June 8, 2000
State Of New York )
) SS
County Of Kings )
Be it Remembered, that on this _____ day of August, 1995, before me,
_______________, a Notary Public within and for the County and State
aforesaid, personally came _________________, Vice President, and
_________________, Assistant Secretary of The Chase Manhattan Bank
(National Association), a national banking association, who are personally
known to me to be such officers, and who are personally known to me to be
the same persons who executed as such officers the within instrument of
writing, and such persons duly acknowledged that they signed, sealed and
delivered the said instrument as their free and voluntary act as such Vice
President and Assistant Secretary, respectively, and as the free and
voluntary act of The Chase Manhattan Bank (National Association) for the
uses and purposes therein set forth.
In Witness Whereof, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.
(Notarial Seal)
Notary Public, State of New York
No. __________
Qualified in Kings County
Commission expires ________, ____