NorthWestern Energy Group, Inc.

EX-4.1 · EX-4.1 48TH SUPPLEMENTAL INDENTURE

EX-4.1
 2
 exh41montana48thsupplement.htm
 EX-4.1 48TH SUPPLEMENTAL INDENTURE

 NORTHWESTERN CORPORATION
 TO
 THE BANK OF NEW YORK MELLON
 (formerly The Bank of New York)
 AND
 DIMPLE GANDHI
 As Trustees under Mortgage and
Deed of Trust, dated as of
October 1, 1945, with NorthWestern Corporation
 FORTY-EIGHTH SUPPLEMENTAL INDENTURE
 Providing, among other things, for

 First Mortgage Bonds, Collateral (2026) Series due November 26, 2027

 Dated as of May 1, 2026

 FORTY-EIGHTH SUPPLEMENTAL INDENTURE
 THIS FORTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 1, 2026, between NORTHWESTERN CORPORATION, a corporation duly incorporated and existing under the laws of the State of Delaware (hereinafter called the “ Company ”), having its principal office at 3010 West 69th Street, Sioux Falls, South Dakota, 57108, and THE BANK OF NEW YORK MELLON (formerly The Bank of New York) (hereinafter called the “ Corporate Trustee ”), a corporation of the State of New York, whose principal corporate trust office is located at 240 Greenwich Street, 7E, New York, New York, 10286 (successor to MORGAN GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust Company of New York)), and DIMPLE GANDHI, whose post office address is c/o The Bank of New York Mellon, 240 Greenwich Street, 7E, New York, New York, 10286 (successor to Arthur E. Burke, Karl R. Henrich, H.H. Gould, R. Amundsen, P.J. Crowley, W.T. Cunningham, Douglas J. MacInnes, MaryBeth Lewicki, Ming Ryan, Philip L. Watson, Beata Harvin, and Mary Miselis) (said Dimple Gandhi being hereinafter sometimes called the “ Co-Trustee ”, and the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the “ Trustees ”), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1945 (hereinafter called the “ Mortgage ” and, together with any indentures supplemental thereto, the “ Indenture ”), which Mortgage was executed and delivered by The Montana Power Company, a corporation of the State of New Jersey (hereinafter called the “ Company-New Jersey ”), as indirect predecessor

 under the Mortgage to the Company (the Company being successor under the Mortgage to NorthWestern Energy, L.L.C. (hereinafter called “ NorthWestern Energy ”), formerly known as The Montana Power, L.L.C., a limited liability company of the State of Montana, and NorthWestern Energy being the successor under the Mortgage to The Montana Power Company, a corporation of the State of Montana (hereinafter called the “ Company-Montana ”)), to Guaranty Trust Company of New York and Arthur E. Burke, as Trustees, to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this instrument (hereinafter called the “ Forty-eighth Supplemental Indenture ”) being supplemental thereto;
 WHEREAS, by the Mortgage, the Company-New Jersey covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Indenture and to make subject to the lien of the Indenture any property thereafter acquired, made or constructed and intended to be subject to the lien thereof; and
 WHEREAS, the Company-New Jersey executed and delivered to the Trustees its First Supplemental Indenture, dated as of May 1, 1954 (hereinafter called the “ First Supplemental Indenture ”), and its Second Supplemental Indenture, dated as of April 1, 1959 (hereinafter called the “ Second Supplemental Indenture ”); and
 WHEREAS, the Company-New Jersey was merged into the Company-Montana on November 30, 1961, and to evidence the succession of the Company-Montana to the Company-New Jersey for purposes of the bonds and the Indenture and the assumption by the Company-Montana of the covenants and conditions of the Company-New Jersey in the bonds and in the Indenture contained and to enable the Company-Montana to have and exercise the powers and rights of the Company-New Jersey under the Indenture in accordance with the terms thereof, the Company-Montana executed and delivered to the Trustees its Third Supplemental Indenture, dated as of November 30, 1961 (hereinafter called the “ Third Supplemental Indenture ”); and
 WHEREAS, the Company-Montana executed and delivered to the Trustees its Fourth Supplemental Indenture, dated as of April 1, 1970 (hereinafter called the “ Fourth Supplemental Indenture ”); its Fifth Supplemental Indenture, dated as of April 1, 1971 (hereinafter called the “ Fifth Supplemental Indenture ”); its Sixth Supplemental Indenture, dated as of March 1, 1974 (hereinafter called the “ Sixth Supplemental Indenture ”); its Seventh Supplemental Indenture, dated as of December 1, 1974 (hereinafter called the “ Seventh Supplemental Indenture ”); its Eighth Supplemental Indenture, dated as of July 1, 1975 (hereinafter called the “ Eighth Supplemental Indenture ”); its Ninth Supplemental Indenture, dated as of December 1, 1975 (hereinafter called the “ Ninth Supplemental Indenture ”); its Tenth Supplemental Indenture, dated as of January 1, 1979 (hereinafter called the “ Tenth Supplemental Indenture ”); its Eleventh Supplemental Indenture, dated as of October 1, 1983 (hereinafter called the “ Eleventh Supplemental Indenture ”); its Twelfth Supplemental Indenture, dated as of January 1, 1984 (hereinafter called the “ Twelfth Supplemental Indenture ”); its Thirteenth Supplemental Indenture, dated as of December 1, 1991 (hereinafter called the “ Thirteenth Supplemental Indenture ”); its Fourteenth Supplemental Indenture, dated as of January 1, 1993 (hereinafter
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 called the “ Fourteenth Supplemental Indenture ”); its Fifteenth Supplemental Indenture, dated as of March 1, 1993 (hereinafter called the “ Fifteenth Supplemental Indenture ”); its Sixteenth Supplemental Indenture, dated as of May 1, 1993 (hereinafter called the “ Sixteenth Supplemental Indenture ”); its Seventeenth Supplemental Indenture, dated as of December 1, 1993 (hereinafter called the “ Seventeenth Supplemental Indenture ”); its Eighteenth Supplemental Indenture, dated as of August 5, 1994 (hereinafter called the “ Eighteenth Supplemental Indenture ”); its Nineteenth Supplemental Indenture, dated as of December 16, 1999 (hereinafter called the “ Nineteenth Supplemental Indenture ”); and its Twentieth Supplemental Indenture, dated as of November 1, 2001 (hereinafter called the “ Twentieth Supplemental Indenture ”); and
 WHEREAS, the Company-Montana was merged into NorthWestern Energy (under its then name, The Montana Power, L.L.C.) on February 13, 2002; and to evidence the succession of NorthWestern Energy (under its then name, The Montana Power, L.L.C.) to the Company-Montana for purposes of the bonds and the Indenture and the assumption by NorthWestern Energy (under its then name, The Montana Power, L.L.C.) of the covenants and conditions of the Company-Montana in the bonds and in the Indenture contained and to enable NorthWestern Energy (under its then name, The Montana Power, L.L.C.) to have and exercise the powers and rights of the Company-Montana under the Indenture in accordance with the terms thereof, NorthWestern Energy (under its then name, The Montana Power, L.L.C.) executed and delivered to the Trustees its Twenty-first Supplemental Indenture, dated as of February 13, 2002 (hereinafter called the “ Twenty-first Supplemental Indenture ”); and
 WHEREAS, NorthWestern Energy changed its name from The Montana Power, L.L.C. to NorthWestern Energy, L.L.C. on March 19, 2002; and
 WHEREAS, NorthWestern Energy transferred, subject to the Lien of the Indenture, substantially all of the Mortgaged and Pledged Property as an entirety to the Company on November 20, 2002 (the “ Transfer Date ”), and to evidence the succession of the Company to NorthWestern Energy for purposes of the bonds and the Indenture and the assumption by the Company of the covenants and conditions of NorthWestern Energy in the bonds and in the Indenture contained and to enable the Company to have and exercise the powers and rights of NorthWestern Energy under the Indenture in accordance with the terms thereof, the Company executed and delivered to the Trustees its Twenty-second Supplemental Indenture, dated as of November 15, 2002 (hereinafter called the “ Twenty-second Supplemental Indenture ”); and
 WHEREAS, the Company executed and delivered to the Trustees its Twenty-third Supplemental Indenture, dated as of February 1, 2003 (hereinafter called the “ Twenty-third Supplemental Indenture ”); its Twenty-fourth Supplemental Indenture, dated as of November 1, 2004 (hereinafter called the “ Twenty-fourth Supplemental Indenture ”); its Twenty-fifth Supplemental Indenture, dated as of April 1, 2006 (hereinafter called the “Twenty-fifth Supplemental Indenture” ); its Twenty-sixth Supplemental Indenture, dated as of September 1, 2006 (hereinafter called the “ Twenty-sixth Supplemental Indenture ”); its Twenty-seventh Supplemental Indenture, dated as of March 1, 2009 (hereinafter called the “ Twenty-seventh Supplemental Indenture ”); its Twenty-eighth Supplemental Indenture, dated as of October 1, 2009 (hereinafter called the “ Twenty-eighth Supplemental Indenture ”); its Twenty-ninth
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 Supplemental Indenture, dated as of May 1, 2010 (hereinafter called the “ Twenty-ninth Supplemental Indenture ”); its Thirtieth Supplemental Indenture, dated as of August 1, 2012 (hereinafter called the “ Thirtieth Supplemental Indenture ”); its Thirty-first Supplemental Indenture, dated as of December 1, 2013 (hereinafter called the “ Thirty-first Supplemental Indenture ”); its Thirty-second Supplemental Indenture, dated as of November 1, 2014 (hereinafter called the “ Thirty-second Supplemental Indenture ”); its Thirty-third Supplemental Indenture, dated as of November 1, 2014 (hereinafter called the “ Thirty-third Supplemental Indenture ”); its Thirty-fourth Supplemental Indenture, dated as of January 1, 2015 (hereinafter called the “ Thirty-fourth Supplemental Indenture ”); its Thirty-fifth Supplemental Indenture, dated as of June 1, 2015 (hereinafter called the “ Thirty-fifth Supplemental Indenture ”); its Thirty-sixth Supplemental Indenture, dated as of August 1, 2016 (hereinafter called the “ Thirty-sixth Supplemental Indenture ”); its Thirty-seventh Supplemental Indenture, dated as of November 1, 2017 (hereinafter called the “ Thirty-seventh Supplemental Indenture ”); its Thirty-eighth Supplemental Indenture, dated as of June 1, 2019 (hereinafter called the “ Thirty-eighth Supplemental Indenture ”); its Thirty-ninth Supplemental Indenture, dated as of September 1, 2019 (hereinafter called the “ Thirty-ninth Supplemental Indenture ”); its Fortieth Supplemental Indenture, dated as of April 1, 2020 (hereinafter called the “ Fortieth Indenture ”); its Forty-first Supplemental Indenture, dated as of March 1, 2021 (hereinafter called the “ Forty-first Supplemental Indenture ”); its Forty-second Supplemental Indenture, dated as of March 1, 2023 (hereinafter called the “ Forty-second Supplemental Indenture ”); its Forty-third Supplemental Indenture, dated as of May 1, 2023 (hereinafter called the “ Forty-third Supplemental Indenture ”); its Forty-fourth Supplemental Indenture, dated as of June 1, 2023 (hereinafter called the “ Forty-fourth Supplemental Indenture ”); its Forty-fifth Supplemental Indenture, dated as of March 1, 2024 (hereinafter called the “ Forty-fifth Supplemental Indenture ”); its Forty-sixth Supplemental Indenture, dated as of March 1, 2025 (hereinafter called the “ Forty-sixth Supplemental Indenture ”); its Forty-seventh Supplemental Indenture, dated as of November 1, 2025 (hereinafter called the “ Forty-seventh Supplemental Indenture ”); and
 WHEREAS, the Mortgage and the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirtieth, Thirty-first, Thirty-second, Thirty-third, Thirty-fourth, Thirty-fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth, Thirty-ninth, Fortieth, Forty-first, Forty-second, Forty-third, Forty-fourth, Forty-fifth, Forty-sixth, and Forty-seventh Supplemental Indentures were recorded in the official records of various counties and states as required by the Indenture; and
 WHEREAS, the Company expects to record this Forty-eighth Supplemental Indenture in the official records of various counties and states as required by the Indenture; and
 WHEREAS, an instrument dated March 15, 1955 was executed by the Company-New Jersey appointing Karl R. Henrich as Co-Trustee in succession to said Arthur E. Burke, resigned, under the Mortgage and by Karl R. Henrich accepting the appointment as Co-Trustee under the Mortgage in succession to said Arthur E. Burke, which instrument was recorded in various counties in the states of Montana, Idaho and Wyoming; and
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 WHEREAS, an instrument dated June 29, 1962 was executed by the Company-Montana appointing H.H. Gould as Co-Trustee in succession to said Karl R. Henrich, resigned, under the Mortgage and by H.H. Gould accepting the appointment as Co-Trustee under the Mortgage in succession to said Karl R. Henrich, which instrument was recorded in various counties in the states of Montana, Idaho and Wyoming; and
 WHEREAS, an instrument dated June 22, 1973 was executed by the Company-Montana appointing R. Amundsen as Co-Trustee in succession to said H.H. Gould, resigned, under the Mortgage and by R. Amundsen accepting the appointment as Co-Trustee under the Mortgage in succession to said H.H. Gould, which instrument was recorded in various counties in the states of Montana, Idaho and Wyoming; and
 WHEREAS, an instrument dated July 1, 1986 was executed by the Company-Montana appointing P.J. Crowley as Co-Trustee in succession to said R. Amundsen, resigned, under the Mortgage and by P.J. Crowley accepting the appointment as Co-Trustee under the Mortgage in succession to said R. Amundsen, which instrument was recorded in various counties in the states of Montana, Idaho and Wyoming; and
 WHEREAS, by the Eighteenth Supplemental Indenture, the Company-Montana appointed (i) W.T. Cunningham as Co-Trustee in succession to said P.J. Crowley, resigned, under the Mortgage and W.T. Cunningham accepted the appointment as Co-Trustee under the Mortgage in succession to said P.J. Crowley, and (ii) The Bank of New York Mellon as Corporate Trustee in succession to Morgan Guaranty Trust Company of New York, resigned, under the Mortgage and The Bank of New York Mellon accepted the appointment as Corporate Trustee under the Mortgage in succession to said Morgan Guaranty Trust Company of New York, which supplemental indenture was recorded in various counties in the states of Montana, Idaho and Wyoming; and
 WHEREAS, an instrument dated March 29, 1999 was executed by the Company-Montana appointing Douglas J. MacInnes as Co-Trustee in succession to said W.T. Cunningham, resigned, under the Mortgage and by Douglas J. MacInnes accepting the appointment as Co-Trustee under the Mortgage in succession to said W.T. Cunningham, which instrument was recorded in various counties in the states of Montana, Idaho and Wyoming; and
 WHEREAS, by the Twenty-third Supplemental Indenture, the Company appointed MaryBeth Lewicki as Co-Trustee in succession to said Douglas J. MacInnes, removed, under the Mortgage and MaryBeth Lewicki accepted the appointment as Co-Trustee under the Mortgage in succession to said Douglas J. MacInnes; and
 WHEREAS, by the Twenty-fifth Supplemental Indenture, the Company appointed Ming Ryan as Co-Trustee in succession to said MaryBeth Lewicki, removed, under the Mortgage and Ming Ryan accepted the appointment as Co-Trustee under the Mortgage in succession to said Mary Beth Lewicki; and
 WHEREAS, by the Thirtieth Supplemental Indenture, the Company appointed Philip L. Watson as Co-Trustee in succession to said Ming Ryan, removed, under the Mortgage and
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 Philip L. Watson accepted the appointment as Co-Trustee under the Mortgage in succession to said Ming Ryan; and
 WHEREAS, by the Thirty-fifth Supplemental Indenture, the Company appointed Beata Harvin as Co-Trustee in succession to said Philip L. Watson, removed, under the Mortgage and Beata Harvin accepted the appointment as Co-Trustee under the Mortgage in succession to said Philip L. Watson; and
 WHEREAS, by the Forty-second Supplemental Indenture, the Company appointed Mary Miselis as Co-Trustee in succession to said Beata Harvin, removed, under the Mortgage and Mary Miselis accepted the appointment as Co-Trustee under the Mortgage in succession to said Beata Harvin; and
 WHEREAS, by the Forty-fifth Supplemental Indenture, the Company appointed Dimple Gandhi as Co-Trustee in succession to said Mary Miselis, removed, under the Mortgage and Dimple Gandhi accepted the appointment as Co-Trustee under the Mortgage in succession to said Mary Miselis; and
 WHEREAS, the Company-New Jersey, the Company-Montana or the Company has heretofore issued, in accordance with the provisions of the Mortgage, the following series of First Mortgage Bonds:

 Series Principal
Amount
 Issued
 Principal Amount
 Outstanding

 2-7/8% Series due 1975
     $40,000,000
 NONE
 3-1/8% Series due 1984
     6,000,000
 NONE
 4-1/2% Series due 1989
     15,000,000
 NONE
 8-1/4% Series due 1974
     30,000,000
 NONE
 7-1/2% Series due 2001
     25,000,000
 NONE
 8-5/8% Series due 2004
     60,000,000
 NONE
 8-3/4% Series due 1981
     30,000,000
 NONE
 9.60% Series due 2005
     35,000,000
 NONE
 9.70% Series due 2005
     65,000,000
 NONE
 9-7/8% Series due 2009
     50,000,000
 NONE
 11-3/4% Series due 1993
     75,000,000
 NONE
 10/10-1/8% Series due 2004/2014
     80,000,000
 NONE
 8-1/8% Series due 2014
     41,200,000
 NONE
 7.70% Series due 1999
     55,000,000
 NONE
 8-1/4% Series due 2007
     55,000,000
     NONE

 8.95% Series 2022
     50,000,000
     NONE

 Secured Medium-Term Notes
     68,000,000
     NONE

 7% Series due 2005
     50,000,000
     NONE

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 6-1/8% Series due 2023
     90,205,000
     NONE

 5.90% Series due 2023
     80,000,000
     NONE

 0% Series due 1999
     210,321,007
 NONE
 7.30% Series due 2006
     150,000,000
     NONE

 Collateral (2002) Series due 2006
     280,000,000
 NONE
 Collateral (2004) Series A due 2009
     90,000,000
     NONE

 Collateral (2004) Series B due 2011......................     72,000,000
     NONE

 Collateral (2004) Series C due 2014 .....................     161,000,000
     NONE

 4.65% Series due 2023 (Twenty-seventh) .............     170,205,000
 NONE
 6.04% Series due 2016 (Twenty-eighth) ...............     150,000,000
 NONE
 6.34% Series due 2019 (Twenty-ninth) …………..     250,000,000
     NONE

 5.71% Series due 2039 (Thirtieth) ….. …..…..…..     55,000,000
     55,000,000

 5.01% Series due 2025 (Thirty-first) … ….. ……..     161,000,000
     NONE

 4.15% Series due 2042 (Thirty-second) …...……     60,000,000
     60,000,000

 4.30% Series due 2052 (Thirty-third) ……...……     40,000,000
     40,000,000

 3.99% Series due 2028 (Thirty-fourth) ……...……     35,000,000
     35,000,000

 4.85% Series due 2043 (Thirty-fifth) ……………     15,000,000
     15,000,000

 4.176% Series due 2044 (Thirty-sixth)……………     450,000,000
     450,000,000

 3.11% Series due 2025 (Thirty-seventh) …. ….….     75,000,000
     NONE

 4.11% Series due 2045 (Thirty-eighth) …...…...….     125,000,000
     125,000,000

 2.00% Series due 2023 (Thirty-ninth) ….….….….
 4.03% Series due 2047 (Fortieth)… ……………
 3.98% Series due 2049 (Forty-first) ……. …….…
     144,660,000
     250,000,000
     50,000,000
     NONE
     250,000,000
     50,000,000

 3.98% Series due 2049 (Forty-second) ………….     100,000,000
     100,000,000

 3.21% Series due May 15, 2030 (Forty-third) ….     100,000,000
     100,000,000

 1.00% Series due March 26, 2024 (Forty-fourth).     100,000,000
     NONE

 5.57% Series due March 30, 2033 (Forty-fifth)….     239,000,000
     239,000,000

 3.875% Series due July 1, 2028 (Forty-sixth)…….     144,660,000
     144,660,000

 5.56% Series due March 28, 2031 (Forty-seventh).     175,000,000
     175,000,000

 5.073% Series due March 21, 2030 (Forty-eighth)..     $500,000,000
     500,000,000

 which bonds are also hereinafter sometimes called “ Bonds of the First through Forty-eighth Series ”, respectively; and
 WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Indenture as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Indenture; and
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 WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder; or the Company may cure any ambiguity contained therein or in any supplemental indenture or correct or supplement any provision therein or in any supplemental indenture which may be defective or inconsistent with any other provision therein or in any supplemental indenture; or the Company may make other changes to the provisions thereof or of any supplemental indenture or add new provisions thereto or to any supplemental indenture or eliminate provisions therefrom or from any supplemental indenture, provided that the same does not adversely affect the interests of the holders of any of the bonds then Outstanding in any material respect; or the Company may (in lieu of establishment by Resolution as provided in Section 8 of the Mortgage) establish the terms and provisions of any series of bonds other than the First Series; each by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Indenture shall be situated; and
 WHEREAS, the Company now desires to create a new series of bonds (Bonds of the Forty-ninth Series (as defined below)) and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Indenture; and
 WHEREAS, the execution and delivery by the Company of this Forty-eighth Supplemental Indenture, and the terms of the Bonds of the Forty-ninth Series, hereinafter referred to, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.
 NOW, THEREFORE, THIS INDENTURE WITNESSETH:
 That the Company, in consideration of the premises and of $1.00 to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all the provisions of the Indenture (including any modification made as in the Mortgage provided) and of said bonds, and to confirm the lien of the Mortgage, as heretofore supplemented, on certain after-acquired property, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage, as heretofore supplemented) unto Dimple Gandhi, Co-Trustee, and (to the extent of its legal capacity to hold the same for the purposes hereof) to The Bank of New York Mellon, the Corporate Trustee, as Trustees under the Indenture, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever, all property, real, personal and mixed, of the
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 kind or nature specifically mentioned in the Mortgage, as heretofore supplemented, or of any other kind or nature (whether or not located in the State of Montana), acquired by the Company after the date of the execution and delivery of the Mortgage, as heretofore supplemented (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of subsection (I) of Section 87 of the Mortgage, as heretofore supplemented, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing, or of any general description contained in the Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all powerhouses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all franchises, consents or permits, all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

 TOGETHER with all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.
 IT IS HEREBY AGREED by the Company that, subject to the provisions of subsection (I) of Section 87 of the Mortgage, as heretofore supplemented, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the lien of the Mortgage, as
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 heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein and conveyed hereby.
 PROVIDED that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of the Mortgage, as supplemented, viz:  (1) cash, shares of stock, bonds, notes and other obligations and other securities not specifically pledged, paid, deposited, delivered or held under the Mortgage, as supplemented, or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business; fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; all aircraft, tractors, rolling stock, trolley coaches, buses, motor coaches, automobiles, motor trucks, and other vehicles and materials and supplies held for the purpose of repairing or replacing (in whole or part) any of the same; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as supplemented, or covenanted so to be; the Company’s contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may be or become subject to the lien of the Mortgage, as supplemented; (5) electric energy, gas, steam, water, ice, and other materials or products generated, manufactured, produced, purchased or acquired by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties and all Gas and Oil Production Property, as defined in Section 4 of the Mortgage, as supplemented; (6) the Company’s franchise to be a corporation; and (7) any property heretofore released pursuant to any provisions of the Indenture and not heretofore disposed of by the Company-New Jersey, the Company-Montana, NorthWestern Energy or the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as supplemented, in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.
 TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto the Co-Trustee and (to the extent of its legal capacity to hold the same for the purposes hereto) unto the Corporate Trustee, as Trustees, and their successors and assigns forever.
 IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as supplemented, this Forty-eighth Supplemental Indenture being supplemental thereto.
 AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as supplemented, shall affect and
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 apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if the said property had been owned by the Company-New Jersey at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to the Trustees, by the Mortgage as a part of the property therein stated to be conveyed.
 SUBJECT NEVERTHELESS, to the limitation permitted by subsection (I) of Section 87 of the Mortgage, as supplemented, namely, that notwithstanding the foregoing, the Mortgage, as supplemented, shall not become or be or be required to become or be a lien upon any of the properties or franchises owned by the Company on the Transfer Date or thereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) except (a) those acquired by it from NorthWestern Energy, and improvements, extensions and additions thereto and renewals and replacements thereof, (b) the property made and used by the Company as the basis under any of the provisions of the Indenture for the authentication and delivery of additional bonds or the withdrawal of cash or the release of property or a credit under Section 39 or Section 40 of the Indenture, and (c) such franchises, repairs and additional property as may be acquired, made or constructed by the Company (1) to maintain, renew and preserve the franchises covered by the Indenture, or (2) to maintain the property mortgaged and intended to be mortgaged under the Indenture as an operating system or systems in good repair, working order and condition, or (3) in rebuilding or renewal of property, subject to the Lien under the Indenture, damaged or destroyed, or (4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements and furniture, subject to the Lien thereunder, which shall have become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable or unnecessary for use in the operation of the property mortgaged and intended to be mortgaged thereunder; provided, however, that said limitation permitted by subsection (I) of Section 87 of the Mortgage, as supplemented, shall not apply to the Colstrip Property (as defined in the Twenty-ninth Supplemental Indenture), which pursuant to the Twenty-ninth Supplemental Indenture was expressly made subject to the Lien of the Mortgage, as supplemented, and constitutes Mortgaged and Pledged Property.
 The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Indenture, as follows:
 ARTICLE I
 Forty-ninth Series of Bonds
     Section 1.01.     General Terms of Bonds to be Issued .
     (a)    There is hereby created a series of bonds designated “Collateral (2026) Series due November 26, 2027” (herein sometimes referred to as the “ Forty-ninth Series ”; and the bonds of such Forty-ninth Series are sometimes hereinafter referred to as the “ Bonds of the
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 Forty-ninth Series ” or, the “ Bonds ”), each of which shall bear the descriptive title “First Mortgage Bond.”

 Bonds of the Forty-ninth Series shall be issued to Bank of America, N.A., as administrative agent (together with its successors in such capacity, the “ Administrative Agent ”) under the Credit Agreement, dated as of May 27, 2026 (as amended or otherwise modified, or as waived, or as replaced in each case, from time to time in accordance with its terms, the “ Credit Agreement ”), between the Company, BofA Securities, Inc., BMO Bank N.A., KeyBank National Association, and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, the several lenders from time to time parties thereto (the “ Lenders ”), and the Administrative Agent, to secure the obligations of the Company to pay when due the Obligations under the Credit Agreement. As used herein, “ Obligations ” means the obligations of the Company to pay the unpaid principal of and interest on (including interest and fees accruing after the maturity of the Term Loan (as defined in the Credit Agreement) and interest and fees accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Term Loan and all other obligations and liabilities of the Company to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Company pursuant to the Credit Agreement).

 Bonds of the Forty-ninth Series shall mature on November 26, 2027 (the “ Term Loan Maturity Date ”), with the unpaid principal of the Bonds of the Forty-ninth Series to be payable on the Term Loan Maturity Date; they shall be issued as fully registered bonds in denominations of $1,000 and in integral multiples thereof; the unpaid principal amount of the Bonds of the Forty-ninth Series shall bear interest at one or more variable interest rates per annum which rate or rates for each day shall be equal to the rate or rates per annum borne by the Term Loan in accordance with the Credit Agreement for such day (calculated in the manner provided in the Credit Agreement for the calculation of interest on the Term Loan), payable on each day on which interest is payable on the Term Loan in accordance with the Credit Agreement (and in an amount equal to the amount of interest that is payable on the Term Loan on such day in accordance with the Credit Agreement) to the Administrative Agent, as the registered owner, without regard to, or necessity for, any record date; unless otherwise deemed satisfied in accordance with the Credit Agreement, the principal of and interest on each Bond of the Forty-ninth Series to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, or if such office or agency is the Corporate Trust Office of the Trustee, any such office as designated by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. The Bonds of the Forty-ninth Series shall be dated as in Section 10 of the Mortgage provided.

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     The Bonds of the Forty-ninth Series shall be issued substantially in the form of Exhibit A hereto, and have the terms set forth therein.
 At the option of the Holder, any Bonds of the Forty-ninth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, or if such office or agency is the Corporate Trust Office of the Trustee, any such office as designated by the Trustee, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
 Bonds of the Forty-ninth Series shall not be transferable except to any successor Administrative Agent under the Credit Agreement. As a condition precedent to any transfer of the Bonds of the Forty-ninth Series by the Administrative Agent, the Administrative Agent shall submit to the Company, the Corporate Trustee and, if applicable, any bond registrar or transfer agent for the Bonds of the Forty-ninth Series (in addition to all other documents and instruments required to be submitted pursuant to the Mortgage) a certificate of the Administrative Agent, signed by a person purporting to be its duly authorized officer, certifying that the transferee in such transfer is a successor Administrative Agent under the Credit Agreement (and the Corporate Trustee may conclusively presume the statements in any such certificate of the Administrative Agent to be correct and shall be fully protected in relying thereon).

     Upon any exchange or transfer of Bonds of the Forty-ninth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of Bonds of the Forty-ninth Series.
 The Company has appointed The Bank of New York Mellon as its agent to receive Bonds of the Forty-ninth Series presented or surrendered for payment, as necessary pursuant to the terms of this Forty-eighth Supplemental Indenture, or registration of transfer or exchange and to receive notices and demands to or upon the Company in respect of the Bonds of the Forty-ninth Series and the Indenture; and the corporate trust office of The Bank of New York Mellon in the Borough of Manhattan, The City of New York shall be the office or agency of the Company in the Borough of Manhattan, The City of New York at which such presentations, surrenders, notices and demands, as necessary pursuant to the terms of this Forty-eighth Supplemental Indenture, may be made or served, provided that, for administrative purposes, the Trustee may designate an alternative office located outside the Borough of Manhattan, the City of New York for such presentations or surrenders.

     (b)    Upon the delivery of this Forty-eighth Supplemental Indenture, Bonds of the Forty-ninth Series in the aggregate principal amount of $225,000,000 may be authenticated and delivered in whole at any time or in part from time to time pursuant to Article V and/or Article VI of the Mortgage, forthwith and will be Outstanding in addition to $55,000,000 aggregate principal amount of Bonds of the Thirtieth Series Outstanding, $161,000,000 aggregate principal amount of Bonds of the Thirty-first Series Outstanding, $60,000,000 aggregate principal amount of Bonds of the Thirty-second Series Outstanding, $40,000,000 aggregate principal amount of
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 Bonds of the Thirty-third Series Outstanding, $35,000,000 aggregate principal amount of Bonds of the Thirty-fourth Series Outstanding, $15,000,000 aggregate principal amount of Bonds of the Thirty-fifth Series Outstanding, $450,000,000 aggregate principal amount of Bonds of the Thirty-sixth Series Outstanding, $75,000,000 aggregate principal amount of Bonds of the Thirty-seventh Series Outstanding, $125,000,000 aggregate principal amount of Bonds of the Thirty-eighth Series Outstanding, $250,000,000 aggregate principal amount of Bonds of the Fortieth Series Outstanding, $50,000,000 aggregate principal amount of Bonds of the Forty-first Series Outstanding, $100,000,000 aggregate principal amount of Bonds of the Forty-second Series Outstanding, $100,000,000 aggregate principal amount of Bonds of the Forty-third Series Outstanding, $239,000,000 aggregate principal amount of Bonds of the Forty-fifth Series Outstanding, $144,660,000 aggregate principal amount of Bonds of the Forty-sixth Series Outstanding, $175,000,000 aggregate principal amount of Bonds of the Forty-seventh Series Outstanding, and $500,000,000 aggregate principal amount of Bonds of the Forty-eighth Series Outstanding, at the date of delivery of this Forty-eighth Supplemental Indenture.
     Section 1.02.     Redemption .
     (a)    Bonds of the Forty-ninth Series shall be subject to redemption as follows (but shall not otherwise be or become subject to redemption, whether at the option of the holders thereof or the Company or pursuant to any other requirements or provisions of the Indenture): (A) on each day on which the Term Loan is prepaid in accordance with the Credit Agreement, Bonds of the Forty-ninth Series shall be deemed to have been redeemed in an aggregate principal amount equal to the aggregate principal amount of the Term Loan that is so prepaid on such day (a “ Term Loan Prepayment Redemption ”); and (B) on each day on which the Term Loan is accelerated in accordance with the Credit Agreement (an “ Acceleration Redemption Date ”), the entire aggregate principal amount of the Bonds of the Forty-ninth Series shall be subject to mandatory redemption by the Company (an “ Acceleration Redemption ”); in each case, without any necessity for notice or call by the Company or by the Corporate Trustee (such notice and call being waived by the registered owners of the Bonds of the Forty-ninth Series by the acceptance of the Bonds of the Forty-ninth Series and in connection with each Redemption Demand hereinafter described); provided , however , that in the event of a rescission or annulment of an acceleration of the Term Loan pursuant to the Credit Agreement or otherwise, the related Acceleration Redemption shall be deemed to be rescinded or annulled (without prejudice to the occurrence of another Acceleration Redemption upon and by reason of a subsequent acceleration of the Term Loan in accordance with the Credit Agreement). Acceleration Redemption of Bonds of the Forty-ninth Series on an Acceleration Redemption Date shall be at a redemption price equal to the principal amount of the Bonds of the Forty-ninth Series (without premium), together with interest accrued on said principal to and including such Acceleration Redemption Date (collectively, an “ Acceleration Redemption Amount ”); and such Acceleration Redemption Amount shall be due and payable on the Bonds of the Forty-ninth Series on such Acceleration Redemption Date. In the event of any failure by the Company to pay when due the Acceleration Redemption Amount with respect to an Acceleration Redemption of Bonds of the Forty-ninth Series, interest shall accrue on such unpaid Acceleration Redemption Amount at the rates of interest that accrue on the unpaid principal of and interest on the Term Loan in accordance with the Credit Agreement.
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     (b)    The Corporate Trustee may conclusively presume that no redemption of Bonds of the Forty-ninth Series is deemed to have occurred (in the case of a Term Loan Prepayment Redemption) or is required (in the case of an Acceleration Redemption) unless and until it shall have received a written notice from the Administrative Agent, signed by a person purporting to be its duly authorized officer, stating that Term Loan has been prepaid or has been accelerated, in either case, in accordance with the Credit Agreement (a “ Redemption Demand ”). Each Redemption Demand also shall state (i) the date on which the Term Loan was prepaid or accelerated in accordance with the Credit Agreement, (ii) the principal amount of the Term Loan so prepaid or accelerated on such date, (iii) the principal amount of Bonds of the Forty-ninth Series that are deemed to have been redeemed or are to be redeemed on such date in accordance with this Forty-eighth Supplemental Indenture by reason of such prepayment or acceleration, and (iv) in the case of an Acceleration Redemption, the Acceleration Redemption Amount payable with respect to the Bonds of the Forty-ninth Series (determined in accordance with this Forty-eighth Supplemental Indenture) and setting forth the amounts of the respective portions thereof representing principal of and interest on the Bonds of the Forty-ninth Series. The Corporate Trustee may conclusively presume the statements contained in each Redemption Demand to be correct (and the Corporate Trustee shall be fully protected in relying thereon).
     (c)    The Corporate Trustee may conclusively presume that no rescission or annulment of an Acceleration Redemption (in respect of which the Corporate Trustee has received a Redemption Demand) is required unless and until it shall have received a written notice from the Administrative Agent, signed by a person purporting to be its duly authorized officer, stating that the acceleration of the Term Loan has been rescinded or annulled in accordance with the Credit Agreement or otherwise (a “ Rescission Notice ”). Each Rescission Notice also shall state the date on which the acceleration of the Term Loan was rescinded or annulled in accordance with the Credit Agreement or otherwise and, as consequence, the redemption of the Bonds of the Forty-ninth Series was rescinded or annulled in accordance with this Forty-eighth Supplemental Indenture. The Corporate Trustee may conclusively presume the statements contained in any Rescission Notice to be correct (and the Corporate Trustee shall be fully protected in relying thereon).
     (d)    Pursuant to (and by reason of the provisions of Section 9.13 of) the Credit Agreement, the Administrative Agent has agreed to submit to the Corporate Trustee (with copy to the Company) (i) a Redemption Demand with respect to, and in connection with, each event that gives rise to a redemption (deemed or actual) of Bonds of the Forty-ninth Series, and (ii) a Rescission Notice in connection with any event that gives rise to the rescission or annulment of an Acceleration Redemption. Pursuant to the Credit Agreement, the Administrative Agent has agreed to be the Holder of the Bonds of the Forty-ninth Series; following any redemption of the Bonds of the Forty-ninth Series (deemed or actual), the Administrative Agent shall be the Holder of record of one or more Bond or Bonds of the Forty-ninth Series in an aggregate principal amount equal to, but not in excess of, the aggregate principal amount of the Bonds of the Forty-ninth Series that are then Outstanding.
     (e)    Upon payment by the Company of any Term Loan Prepayment Redemption, in full or in part, or any Acceleration Redemption, Administrative Agent shall be deemed to have
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 surrendered its right in and to that portion of the Bonds of the Forty-ninth Series which were fully or partially redeemed pursuant to the Payment Redemption or accelerated pursuant to the Acceleration Redemption. In the case of a partial prepayment, the principal amount of the Bonds of the Forty-ninth Series shall be written down in an amount equal to the amount so prepaid and Administrative Agent shall not be required to present, surrender, or exchange the Bonds of the Forty-ninth Series to the Company or Corporate Trustee for partial cancellation or exchange. Such write-down of the principal amount of the Bonds of the Forty-ninth Series shall be effected by notation on the schedule of exchanges attached to the applicable Bond, and shall be made upon delivery to the Administrative Agent (with a copy delivered to the Trustee) of a written order from the Company directing that the principal amount of the Bonds of the Forty-ninth Series be reduced in accordance with the amount prepaid. Upon receipt of such written order, the Administrative Agent shall make the appropriate notation on the schedule of exchanges attached to the applicable Bond, and such notation shall be conclusive evidence of the reduction in the outstanding principal amount of the Bonds of the Forty-ninth Series. The Administrative Agent shall deliver a copy of the Bonds of the Forty-ninth Series with such notations to the Trustee for the Trustee’s records. Administrative Agent shall not be required to mark any Bond of the Forty-ninth Series as "cancelled" solely by reason of a partial prepayment so long as the write-down has been recorded on the schedule of exchanges in accordance with this provision. Upon payment by the Company of any Term Loan Prepayment Redemption, in full, or any Acceleration Redemption, in full, Administrative Agent shall mark all Bonds of the Forty-ninth Series paid in connection with the Term Loan Prepayment Redemption or Acceleration Redemption as “cancelled” and shall provide evidence of such cancellation reasonably acceptable to the Company and Corporate Trustee.    
 (f)    It is expressly stated (for the avoidance of any doubt) that, notwithstanding anything herein or in any Bond of the Forty-ninth Series to the contrary (other than the provisions of subsection (h) below), each payment of principal of or interest on the Bonds of the Forty-ninth Series that becomes due and payable on any day in accordance with this Forty-ninth Supplemental Indenture (whether by reason of stated due date, acceleration, redemption or otherwise) shall correspond to, and be equal to, a payment of principal of or interest on the Term Loan that becomes due and payable on such day in accordance with the Credit Agreement.
     (g)    The obligation of the Company to make each payment of principal of or interest on the Bonds of the Forty-ninth Series that becomes due and payable in accordance with this Forty-eighth Supplemental Indenture (A) shall be fully satisfied and discharged if the corresponding payment of the principal of or interest on the Term Loan shall have been fully paid under and in accordance with the Credit Agreement, and (B) shall be partially satisfied and discharged if the corresponding payment of the principal of or interest on the Term Loan shall have been partially paid under and in accordance with the Credit Agreement. The Corporate Trustee may conclusively presume that the obligation of the Company to make payments with respect to the principal of and interest on the Bonds of the Forty-ninth Series has been fully satisfied and discharged unless and until the Corporate Trustee shall have received a written notice from the Administrative Agent, signed by a person purporting to be its duly authorized officer, stating (i) that the Company has failed to make timely payment in full or in part of an amount of principal of and/or interest on the Term Loan which became due and payable in
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 accordance with the Credit Agreement, (ii) the amount and date of such payment of principal of and/or interest on the Term Loan which the Company has failed to make in accordance with the Credit Agreement, and (iii) the amount of principal of and/or interest on the Bonds of the Forty-ninth Series which, in accordance with this Forty-eighth Supplemental Indenture, has not been satisfied and discharged by reason of such failure of the Company. The Corporate Trustee may conclusively presume the statements contained in any such notice from the Administrative Agent to be correct unless and until the Corporate Trustee shall receive a subsequent and/or modified notice from the Administrative Agent pursuant to and in accordance with this provision and the Corporate Trustee shall be fully protected in relying thereon. Without limitation of the foregoing, and for the avoidance of any doubt, it is expressly stated that the Corporate Trustee shall not be responsible for (i) the calculation of interest on the Bonds of the Forty-ninth Series, or (ii) the determination of any amount (including, without limitation, any principal of or interest on the Term Loan) that is payable or paid under the Credit Agreement.
 (h)    Nothing herein or in any of the Bonds of the Forty-ninth Series shall, or shall be deemed or construed to, (A) increase the aggregate principal amount of the Bonds of the Forty-ninth Series that are Outstanding from time to time, (B) cause or permit an amount of principal of the Bonds of the Forty-ninth Series to be or to become due and payable which, when added to all other principal of such Bonds theretofore paid, exceeds $225,000,000, or (C) cause or permit to be or to become due and payable interest on the Bonds of the Forty-ninth Series which is payable on any principal of the Bonds of the Forty-ninth Series that is in excess of the principal of the Bonds of the Forty-ninth Series as restricted pursuant to the preceding clauses (A) and (B).
 ARTICLE II
 [RESERVED]
 ARTICLE III
 Definitions
     The following terms shall have the meanings provided herein for all purposes of this Supplemental Indenture, unless the context clearly requires otherwise (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
      “ Holder ” means a Person in whose name a Bond is registered.
     “ Person ” means an individual, partnership, corporation, limited liability company, unincorporated organization, association, joint-stock company, trust, joint venture, government, or any agency or political subdivision thereof or any other entity.
 ARTICLE IV
 Reservation of Right to Make Amendments
     Section 4.01    The Company reserves the right, without any consent or other action by the Holders of Bonds of the Forty-ninth Series, or bonds of any subsequent series, to make such
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 amendments to the Mortgage (as supplemented) as shall be necessary in order to cause there to be excluded from the Mortgaged and Pledged Property and the Lien of the Mortgage (as supplemented) at all times, including, without limitation, in the event and following the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage (as supplemented) by reason of the occurrence of a Default as defined in Section 65 thereof, all of the Company’s right, title and interest, whenever arising or acquired, in, to and under all accounts (as defined in the Uniform Commercial Code as in effect from time to time in the State of New York), all accounts receivable, all payments for goods sold or leased or for services rendered (whether or not they have been earned by performance), all rights in any merchandise or goods which any of the foregoing may represent, all rights, title, security and guaranties with respect to any or all of the foregoing, and all proceeds (as defined in the Uniform Commercial Code as in effect from time to time in the State of New York) of, and all collections from or with respect to, any or all of the foregoing.
 ARTICLE V
 Amendments to Mortgage
     Section 5.01.    So long as any of the Bonds of the Forty-ninth Series remain Outstanding, Section 7 of the Mortgage is amended by adding at the end thereof the following additional paragraphs:
     If any bonds Outstanding at the date of a Net Earning Certificate (except any for the refunding of which the bonds applied for are to be issued) or any bonds then applied for in pending applications (including the application in connection with which such Net Earning Certificate is made) bear or are to bear interest at a variable rate or variable rates such that the interest requirements with respect to such bonds for any twelve (12) month period prior to the stated maturity date of such bonds are not determinable at the date of such Net Earning Certificate (any such bonds being referred to as “ Variable Rate Bonds ”), then (in lieu of setting forth the Annual Interest Requirements (as otherwise prescribed by this Section 7), such Net Earning Certificate shall set forth (i) the sum of the amounts required by clauses (i) through (iv) of paragraph (B) of this Section 7 (in the case of such clauses (i) and (ii), excluding the interest requirements in respect of the Variable Rate Bonds) (the sum of such amounts being referred to herein and to be referred to in such Net Earning Certificate as the “ Fixed Rate Interest Amount ”), and (ii) the amount (referred to herein and to be referred to in such Net Earning Certificate as the “ Maximum Permitted Variable Rate Interest Amount ”) by which (x) one-half of the Adjusted Net Earnings of the Company set forth in such Net Earning Certificate, exceeds (y) the Fixed Rate Interest Amount set forth in such Net Earning Certificate. The Maximum Permitted Variable Rate Interest Amount shall be calculated based upon the variable rate as of the date of the issuance of such Variable Rate Bonds. Such Net Earning Certificate shall be deemed for all purposes of the Mortgage (including, without limitation, Sections
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 26, 28 and 29 of the Mortgage) to show Adjusted Net Earnings of the Company to be as required by Section 27 of the Mortgage.
     If the Company is a successor corporation (within the meaning of Section 86 of this Indenture), the “Adjusted Net Earnings of the Company” as set forth in each Net Earning Certificate shall be calculated as described in the last two sentences of Section 86 of this Indenture.
     Section 5.02.    So long as any of the Bonds of the Forty-ninth Series remain Outstanding, Section 27 of the Mortgage is amended by adding at the end thereof the following additional sentence:
 As described in the penultimate paragraph of Section 7 hereof, and subject to the conditions therein specified, a Net Earning Certificate shall be deemed to show Adjusted Net Earnings of the Company to be as required by this Section 27 (without any necessity for such Net Earning Certificate to specify Annual Interest Requirements).
     Section 5.03.    So long as any of the Bonds of the Forty-ninth Series are Outstanding, Section 86 of the Mortgage is amended by adding at the end thereof the following additional sentences:
 For the avoidance of any doubt, it is expressly stated that in the event that a successor corporation (having succeeded to and having been substituted for the Company in accordance with this Section 86) shall exercise any right under this Indenture (whether as to the issuance of additional bonds (including, without limitation, the Bonds of the Forty-ninth Series), the withdrawal of cash, the release of property, the taking of credit under Section 39 or Section 40 hereof, or otherwise) and a Net Earning Certificate shall be required by the terms of this Indenture in connection therewith, the “Adjusted Net Earnings of the Company” shall be, and shall be stated in such Net Earning Certificate to be, the lesser of (A) the amount (for the applicable period selected in accordance with paragraph (A) of Section 7 of this Indenture) determined in accordance with paragraph (A) of Section 7 of this Indenture (and the other provisions of such Section 7 that are relevant to such paragraph) on the basis of (i) the items set forth in clauses (1), (2), (4) and (6) of paragraph (A) of such Section 7 being such portions of such items of such successor corporation as are reasonably allocated by such successor corporation to or from the Mortgaged and Pledged Property as a plant or plants and an operating system or operating systems (and if, on the date of a Net Earning Certificate, such successor corporation shall be a party to any other general or first mortgage indenture and deed of trust relating to property other than the Mortgaged and Pledged Property and the lien of such other mortgage indenture and deed of trust shall not have been discharged, such reasonable allocation shall be in a manner consistent with the manner of allocation utilized and/or to be utilized by such successor corporation in making calculations of the “Adjusted Net Earnings of the Company” (or other comparable term) under and as defined in
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 such other mortgage indenture and deed of trust), (ii) the item set forth in clause (8) of paragraph (A) of such Section 7 being calculated without regard to income (net) derived from any electric and/or gas utility business of the successor corporation in which the Mortgaged and Pledged Property is not utilized (but otherwise in accordance with such Section 7), and (iii) the item set forth in clause (10) of paragraph (A) of such Section 7 being calculated without regard to sub-clause (b) of such clause and without regard to the proviso to such clause (but otherwise in accordance with such clause), and (B) the amount (for the applicable period selected in accordance with paragraph (A) of Section 7 of this Indenture) determined in accordance with paragraph (A) of Section 7 of this Indenture (and the other provisions of such Section 7 that are relevant to such paragraph) (without any allocation or distinction as to the derivation of the items set forth in any of the clauses of paragraph (A) of such Section 7, other than allocation or distinction between (i) the electric and/or gas utility business or businesses in which such successor corporation is engaged (whether or not the Mortgaged and Pledged Property is utilized in connection therewith), and (ii) the other business or businesses in which such successor corporation is engaged (with such other business or businesses being given effect under the items set forth in clauses (8) and (10) of paragraph (A) of such Section 7)). Each such Net Earning Certificate shall contain a statement of the signers of such Net Earning Certificate that, in the opinion of such signers, the allocations made in the calculations of “Adjusted Net Earnings of the Company” as set forth in such Net Earning Certificate are in accordance with the requirements of the preceding sentence of this Section 86.
 ARTICLE VI
 [RESERVED]
 ARTICLE VII
 Miscellaneous Provisions

 Section 7.01. Subject to the amendments provided for in this Forty-eighth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Forty-eighth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented.
 Section 7.02. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore supplemented, set forth and upon the following terms and conditions:
 The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-eighth Supplemental Indenture 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 XVII of the Mortgage shall apply to and form part of this Forty-eighth Supplemental Indenture with the same force and effect as if the same
 A-20

 were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Forty-eighth Supplemental Indenture.
 Section 7.03. Whenever in this Forty-eighth Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Forty-eighth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees shall, subject as aforesaid, bind and inure to the respective benefit of the respective successors and assigns of such parties, whether so expressed or not.
 Section 7.04. Nothing in this Forty-eighth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Indenture, any right, remedy or claim under or by reason of this Forty-eighth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Forty-eighth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Indenture.
 Section 7.05. This Forty-eighth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
 Section 7.06. All notices and communications from a Holder to the Trustees provided for hereunder shall be in writing and sent to the Corporate Trustee (a) by telecopy if the sender on the same day sends to the Corporate Trustee a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent to the Corporate Trustee at 240 Greenwich Street, 7E, New York, New York, 10286; Attention: Corporate Trust Division – Corporate Finance Unit or at such other address as the Corporate Trustee shall have specified to the Company in writing. Notices under this Section 7.06 will be deemed given only when actually received.

     IN WITNESS WHEREOF, NORTHWESTERN CORPORATION has caused its corporate name to be hereunto affixed, and this instrument to be signed by one of its Vice Presidents, and THE BANK OF NEW YORK MELLON, in token of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed by one of its Vice Presidents or one of its Assistant Vice Presidents, and DIMPLE
 A-21

 GANDHI, for all like purposes, has hereunto set her hand, as of the day and year first above written.

 NORTHWESTERN CORPORATION

 By: /s/ Crystal D. Lail
 Crystal D. Lail
 Vice President and Chief Financial Officer

 A-22

 STATE OF SOUTH DAKOTA    )
                     ) ss.
 COUNTY OF LINCOLN        )
     This instrument was acknowledged before me on this 20 day of May, 2026, by Crystal D. Lail, Vice President and Chief Financial Officer, of NORTHWESTERN CORPORATION, a Delaware corporation.

 /s/ Chelsey Wilson
 Notary Public

 [SEAL]

 A-23

 THE BANK OF NEW YORK MELLON,
 as Corporate Trustee

 By: /s/ Glenn G. McKeever
 Name: Glenn G. McKeever
 Title: Vice President

 A-24

 STATE OF NEW YORK        )
                      ) ss.
 COUNTY OF NEW YORK         )
     This instrument was acknowledged before me on this 20th day of May, 2026, by Dimple Gandhi,as Co-Trustee under the Mortgage and Deed of Trust Dated as of October 1, 2945, with NorthWestern Corporation.

 /s/ Rafal Bar
 Notary Public
 [SEAL]

 A-25

 /s/ Dimple Gandhi                    
 Dimple Gandhi, as Co-Trustee

 A-26

 STATE OF NEW YORK        )
                      ) ss.
 COUNTY OF NEW YORK         )
     This instrument was acknowledged before me on this 20th day of May, 2026, by Dimple Gandhi,as Co-Trustee under the Mortgage and Deed of Trust Dated as of October 1, 2945, with NorthWestern Corporation.

 /s/ Rafal Bar
 Notary Public
 [SEAL]

 A-27

 EXHIBIT A
 FORM OF BOND
(FACE OF BOND)
 THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED OR PLEDGED UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR AN EXEMPTION THEREFROM IS AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION NOR SUCH EXEMPTION IS REQUIRED BY LAW.
 THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR ADMINISTRATIVE AGENT UNDER THE CREDIT AGREEMENT (AS IDENTIFIED AND DEFINED BELOW).
 NORTHWESTERN CORPORATION
FIRST MORTGAGE BOND, COLLATERAL (2026) SERIES DUE NOVEMBER 26, 2027

 No. [_____] $_______________

     NORTHWESTERN CORPORATION, a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), for value received, hereby promises to pay to ______________________ or its registered assigns, on November 26, 2027 (the “ Term Loan Maturity Date ”), in accordance with the terms of the Forty-eighth Supplemental Indenture (defined below), in each case, in such amount as is hereinafter described for such installment or such balance, as applicable, and in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner interest thereon as hereinafter described in like coin or currency and at such office or agency.
     This Bond is issued by the Company pursuant to the Forty-eighth Supplemental Indenture, dated as of May 1, 2026, between the Company and the Trustees (such supplemental indenture, the “Forty-eighth Supplemental Indenture”). The terms of this Bond shall be those specified herein and pursuant to the Mortgage (as hereinafter defined), as heretofore amended and supplemented, including by the Forty-eighth Supplemental Indenture.
 The bonds of the series of which this bond is one have been issued to Bank of America, N.A., as administrative agent (together with its successors in such capacity, the “Administrative Agent”) under the Credit Agreement, dated as of May 27, 2026 (as amended or otherwise modified, or as waived, or as replaced in each case, from time to time in accordance with its terms, the “Credit Agreement”), between the Company, BofA Securities, Inc., BMO Bank N.A., KeyBank National Association, and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, the several lenders from time to time parties thereto (the “ Lenders ”), and the
 A-28

 Administrative Agent, to secure the obligations of the Company to pay when due the Obligations under the Credit Agreement. As used herein, “ Obligations ” means the obligations of the Company to pay (i) principal of and interest on the Term Loan (as defined in the Credit Agreement) and (ii) the fees due under the Credit Agreement, including without limitation those fees due pursuant to Section 5.1(f) of the Credit Agreement.

      The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though set fully forth at this place.
     This Bond shall not become obligatory until The Bank of New York Mellon, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

 [Remainder of page left intentionally blank.]    
 A-29

 IN WITNESS WHEREOF, NORTHWESTERN CORPORATION has caused this instrument to be signed in its corporate name by its Chairman of the Board or its President or one of its Vice-Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his/her signature or a facsimile thereof.
 Dated: _____________________
     NORTHWESTERN CORPORATION
     

     By ____________________________
     

 Attest: ____________________________
     

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 CORPORATE TRUSTEE’S AUTHENTICATION CERTIFICATE
     This Bond is one of the Bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

 Dated: _____________________    THE BANK OF NEW YORK MELLON,
      as Corporate Trustee
     

     By ____________________________
      Authorized Signatory

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 (REVERSE OF BOND)

      General
     This Bond is one of an issue of Bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, Collateral (2026) Series due November 26, 2027, all bonds of all series issued and to be issued under and equally secured by (except in so far as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the “Mortgage”), dated as of October 1, 1945, executed by the Company to Guaranty Trust Company of New York (The Bank of New York Mellon, successor) and Arthur E. Burke (Dimple Gandhi, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are, and are to be, secured and the circumstances under which additional Bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by affirmative vote of the holders of at least 66 2/3% in principal amount of the bonds then outstanding under the Mortgage and, if the rights of the holders of one or more, but less than all, series of bonds then outstanding are to be affected, then also by affirmative vote of the holders of at least 66 2/3% in principal amount of the bonds then outstanding of each series of bonds so to be affected (excluding in any case bonds disqualified from voting by reason of the Company’s interest therein as provided in the Mortgage); provided that, without the consent of the holder hereof, no such modification or alteration shall, among other things, impair or affect the right of the holder to receive payment of the principal of (and premium, if any) and interest on this Bond, on or after the respective due dates expressed herein, or permit the creation of any lien equal or prior to the lien of the Mortgage or deprive the holder of the benefit of a lien on the mortgaged and pledged property.
     The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided.
 Bonds of the Forty-ninth Series shall not be transferable except to any successor Administrative Agent under the Credit Agreement. As a condition precedent to any transfer of the Bonds of the Forty-ninth Series by the Administrative Agent, the Administrative Agent shall submit to the Company, the Corporate Trustee and, if applicable, any bond registrar or transfer agent for the Bonds of the Forty-ninth Series (in addition to all other documents and instruments required to be submitted pursuant to the Mortgage) a certificate of the Administrative Agent, signed by a person purporting to be its duly authorized officer, certifying that the transferee in such transfer is a successor Administrative Agent under the Credit Agreement (and the Corporate
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 Trustee may conclusively presume the statements in any such certificate of the Administrative Agent to be correct and shall be fully protected in relying thereon).
 Any such transfer is to be made as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, or if such office or agency is the Corporate Trust Office of the Trustee, any such office as designated by the Trustee, upon surrender and cancellation of the applicable Bond of the Forty-ninth Series, and, thereupon, a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange therefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name any Bond of the Forty-ninth Series is registered as the absolute owner thereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

 As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed; provided , however , that pursuant to a waiver by the Company in the Forty-eighth Supplemental Indenture, these restrictions shall not be applicable to any transfer of the Bonds of the Forty-ninth Series to a successor Administrative Agent under the Credit Agreement.

     In the manner prescribed in the Mortgage, any Bonds of this series, upon surrender thereof, for cancellation, at the office or agency of the Company in the Borough of Manhattan, The City of New York, or if such office or agency is the Corporate Trust Office of the Trustee, any such office as designated by the Trustee, are exchangeable for a like aggregate principal amount of registered Bonds of the same series of other authorized denominations.
     No recourse shall be had for the payment of the principal of or interest on this Bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this Bond and being likewise waived and released by the terms of the Mortgage.
     Capitalized terms used in this Bond shall have the meanings ascribed to them in the Forty-eighth Supplemental Indenture or in the Mortgage.
 Principal
 Bonds of the Forty-ninth Series shall mature on November 26, 2027 (the “ Term Loan Maturity Date ”), with the unpaid principal of the Bonds of Forty-ninth Series to be payable on the Term Loan Maturity Date.
 A-33

 Interest
     The unpaid principal amount of the Bonds of the Forty-ninth Series shall bear interest at one or more variable interest rates per annum which rate or rates for each day shall be equal to the rate or rates per annum borne by the Term Loan in accordance with the Credit Agreement for such day (calculated in the manner provided in the Credit Agreement for the calculation of interest on the Term Loan), payable on each day on which interest is payable on the Term Loan in accordance with the Credit Agreement (and in an amount equal to the amount of interest that is payable on the Term Loan on such day in accordance with the Credit Agreement) to the Administrative Agent, as the registered owner, without regard to, or necessity for, any record date.
 Redemption
 Bonds of the Forty-ninth Series shall be subject to redemption as follows (but shall not otherwise be or become subject to redemption, whether at the option of the holders thereof or the Company or pursuant to any other requirements or provisions of the Indenture): (A) on each day on which the Term Loan is prepaid in accordance with the Credit Agreement, Bonds of the Forty-ninth Series shall be deemed to have been redeemed in an aggregate principal amount equal to the aggregate principal amount of the Term Loan that is so prepaid on such day (a “ Term Loan Prepayment Redemption ”); and (B) on each day on which the Term Loan is accelerated in accordance with the Credit Agreement (an “ Acceleration Redemption Date ”), the entire aggregate principal amount of the Bonds of the Forty-ninth Series shall be subject to mandatory redemption by the Company (an “ Acceleration Redemption ”); in each case, without any necessity for notice or call by the Company or by the Corporate Trustee (such notice and call being waived by the registered owners of the Bonds of the Forty-ninth Series by the acceptance of the Bonds of the Forty-ninth Series and in connection with each Redemption Demand hereinafter described); provided , however , that in the event of a rescission or annulment of an acceleration of the Term Loan pursuant to the Credit Agreement or otherwise, the related Acceleration Redemption shall be deemed to be rescinded or annulled (without prejudice to the occurrence of another Acceleration Redemption upon and by reason of a subsequent acceleration of the Term Loan in accordance with the Credit Agreement). Acceleration Redemption of Bonds of the Forty-ninth Series on an Acceleration Redemption Date shall be at a redemption price equal to the principal amount of the Bonds of the Forty-ninth Series (without premium), together with interest accrued on said principal to and including such Acceleration Redemption Date (collectively, an “ Acceleration Redemption Amount ”); and such Acceleration Redemption Amount shall be due and payable on the Bonds of the Forty-ninth Series on such Acceleration Redemption Date. In the event of any failure by the Company to pay when due the Acceleration Redemption Amount with respect to an Acceleration Redemption of Bonds of the Forty-ninth Series, interest shall accrue on such unpaid Acceleration Redemption Amount at the rates of interest that accrue on the unpaid principal of and interest on the Term Loan in accordance with the Credit Agreement.
 A-34

     The Corporate Trustee may conclusively presume that no redemption of Bonds of the Forty-ninth Series is deemed to have occurred (in the case of a Term Loan Prepayment Redemption) or is required (in the case of an Acceleration Redemption) unless and until it shall have received a written notice from the Administrative Agent, signed by a person purporting to be its duly authorized officer, stating that Term Loan has been prepaid or has been accelerated, in either case, in accordance with the Credit Agreement (a “ Redemption Demand ”). Each Redemption Demand also shall state (i) the date on which the Term Loan was prepaid or accelerated in accordance with the Credit Agreement, (ii) the principal amount of the Term Loan so prepaid or accelerated on such date, (iii) the principal amount of Bonds of the Forty-ninth Series that are deemed to have been redeemed or are to be redeemed on such date in accordance with this Forty-eighth Supplemental Indenture by reason of such prepayment or acceleration, and (iv) in the case of an Acceleration Redemption, the Acceleration Redemption Amount payable with respect to the Bonds of the Forty-ninth Series (determined in accordance with this Forty-eighth Supplemental Indenture) and setting forth the amounts of the respective portions thereof representing principal of and interest on the Bonds of the Forty-ninth Series. The Corporate Trustee may conclusively presume the statements contained in each Redemption Demand to be correct (and the Corporate Trustee shall be fully protected in relying thereon).
     The Corporate Trustee may conclusively presume that no rescission or annulment of an Acceleration Redemption (in respect of which the Corporate Trustee has received a Redemption Demand) is required unless and until it shall have received a written notice from the Administrative Agent, signed by a person purporting to be its duly authorized officer, stating that the acceleration of the Term Loan has been rescinded or annulled in accordance with the Credit Agreement or otherwise (a “ Rescission Notice ”). Each Rescission Notice also shall state the date on which the acceleration of the Term Loan was rescinded or annulled in accordance with the Credit Agreement or otherwise and, as consequence, the redemption of the Bonds of the Forty-ninth Series was rescinded or annulled in accordance with this Forty-eighth Supplemental Indenture. The Corporate Trustee may conclusively presume the statements contained in any Rescission Notice to be correct (and the Corporate Trustee shall be fully protected in relying thereon).
 Upon payment by the Company of any Term Loan Prepayment Redemption, in full or in part, or any Acceleration Redemption, Administrative Agent shall be deemed to have surrendered its right in and to that portion of the Bonds of the Forty-ninth Series which were fully or partially redeemed pursuant to the Payment Redemption or accelerated pursuant to the Acceleration Redemption. In the case of a partial prepayment, the principal amount of the Bonds of the Forty-ninth Series shall be written down in an amount equal to the amount so prepaid and Administrative Agent shall not be required to present, surrender, or exchange the Bonds of the Forty-ninth Series to the Company or Corporate Trustee for partial cancellation or exchange. Such write-down of the principal amount of the Bonds of the Forty-ninth Series shall be effected by notation on the schedule of exchanges attached to the applicable Bond, and shall be made upon delivery to the Administrative Agent (with a copy delivered to the Trustee) of a written order from the Company directing that the principal amount of the Bonds of the Forty-ninth Series be reduced in accordance with the amount prepaid. Upon receipt of such written order, the Administrative Agent shall make the appropriate notation on the schedule of exchanges attached
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 to the applicable Bond, and such notation shall be conclusive evidence of the reduction in the outstanding principal amount of the Bonds of the Forty-ninth Series. The Administrative Agent shall deliver a copy of the Bonds of the Forty-ninth Series with such notations to the Trustee for the Trustee’s records. Administrative Agent shall not be required to mark any Bond of the Forty-ninth Series as "cancelled" solely by reason of a partial prepayment so long as the write-down has been recorded on the schedule of exchanges in accordance with this provision. Upon payment by the Company of any Term Loan Prepayment Redemption, in full, or any Acceleration Redemption, in full, Administrative Agent shall mark all Bonds of the Forty-ninth Series paid in connection with the Term Loan Prepayment Redemption or Acceleration Redemption as “cancelled” and shall provide evidence of such cancellation reasonably acceptable to the Company and Corporate Trustee    
 Additional Terms
     Bonds of the Forty-ninth Series, of which this bond is one, shall be subject to the following other terms and conditions:
     (a)    It is expressly stated (for the avoidance of any doubt) that, notwithstanding anything herein or in any Bond of the Forty-ninth Series to the contrary (other than the provisions of subsection (c) below), each payment of principal of or interest on the Bonds of the Forty-ninth Series that becomes due and payable on any day in accordance with this Forty-ninth Supplemental Indenture (whether by reason of stated due date, acceleration, redemption or otherwise) shall correspond to, and be equal to, a payment of principal of or interest on the Term Loan that becomes due and payable on such day in accordance with the Credit Agreement.
     (b)    The obligation of the Company to make each payment of principal of or interest on the Bonds of the Forty-ninth Series that becomes due and payable in accordance with this Forty-eighth Supplemental Indenture (A) shall be fully satisfied and discharged if the corresponding payment of the principal of or interest on the Term Loan shall have been fully paid under and in accordance with the Credit Agreement, and (B) shall be partially satisfied and discharged if the corresponding payment of the principal of or interest on the Term Loan shall have been partially paid under and in accordance with the Credit Agreement.
 (c)    Nothing herein or in any of the Bonds of the Forty-ninth Series shall, or shall be deemed or construed to, (A) increase the aggregate principal amount of the Bonds of the Forty-ninth Series that are Outstanding from time to time, (B) cause or permit an amount of principal of the Bonds of the Forty-ninth Series to be or to become due and payable which, when added to all other principal of such Bonds theretofore paid, exceeds $225,000,000, or (C) cause or permit to be or to become due and payable interest on the Bonds of the Forty-ninth Series which is payable on any principal of the Bonds of the Forty-ninth Series that is in excess of the principal of the Bonds of the Forty-ninth Series as restricted pursuant to the preceding clauses (A) and (B).     
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 SCHEDULE OF EXCHANGES
 Attached to and forming a part of First Mortgage Bond, Forty-ninth Series
 Initial Principal Amount: $225,000,000
 The following exchanges, write-downs, and reductions in the principal amount of this Bond have been made in accordance with the terms of the Forty-eighth Supplemental Indenture:

 Date of Write-Down Principal Amount Reduced Remaining Outstanding Principal Amount Authorization (Company Order Reference) Notation Made By (Name and Title of Authorized Officer of Administrative Agent) Signature of Authorized Officer of Administrative Agent

 Each notation set forth above has been made in accordance with a written order from the Company delivered to the Administrative Agent pursuant to the terms of the Forty-eighth Supplemental Indenture, and each such notation constitutes conclusive evidence of the reduction in the outstanding principal amount of this Bond as of the date indicated.

EX-10.1 · EX-10.1 SECURED TERM LOAN AGREEMENT

EX-10.1
 3
 exh101securedtermloan2026.htm
 EX-10.1 SECURED TERM LOAN AGREEMENT

 CREDIT AGREEMENT
 among
 NORTHWESTERN CORPORATION,
 as Borrower,
 The Several Lenders
from Time to Time as Parties Hereto,
 BOFA SECURITIES, INC.,
 BMO BANK N.A.,
 KEYBANK NATIONAL ASSOCIATION
 and
 U.S. BANK NATIONAL ASSOCIATION,
 as Joint Lead Arrangers and Joint Bookrunners
 and

BANK OF AMERICA, N.A.,
 as Administrative Agent
 Dated as of May 27, 2026
 CREDIT AGREEMENT
 NORTHWESTERN (2026)

 Page
 1.1      Defined Terms      1
 1.2      Other Definitional Provisions      18
 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS      20
 2.1      Term Loans      20
 2.2      Procedure for Borrowing      20
 2.3      [Reserved]      21
 2.4      [Reserved]      21
 2.5      Repayment of Loans; Evidence of Debt      21
 2.6      [reserved]      22
 2.7      [reserved]      22
 2.8      Optional Prepayments      22
 2.9      Conversion and Continuation Options      22
 2.10      Minimum Amounts and Maximum Number Borrowings, Conversions and Continuations      23
 2.11      Interest Rates and Payment Dates      23
 2.12      Computation of Interest and Fees      24
 2.13      Inability to Determine Interest Rate      24
 2.14      Pro Rata Treatment and Payments      27
 2.15      Requirements of Law      29
 2.16      Taxes      31
 2.17      Indemnity      34
 2.18      Illegality      35
 2.19      Change of Lending Office      35
 2.20      Replacement of Lenders under Certain Circumstances      35
 2.21      Defaulting Lenders      36
 SECTION 3. RESERVED      37
 SECTION 4. REPRESENTATIONS AND WARRANTIES      37
 4.1      Financial Condition      38
 4.2      No Change      38
 4.3      Corporate Existence; Compliance with Law      38
 4.4      Corporate Power; Authorization; Enforceable Obligations      38
 4.5      No Legal Bar      39
 4.6      No Material Litigation      39
 4.7      No Default      39
 4.8      Ownership of Property      39
 4.9      Intellectual Property      39
 4.10      Taxes      40
 4.11      Federal Regulations      40
 4.12      Labor Matters      40
 4.13      ERISA      40
 4.14      Investment Company Act; Other Regulations      41
 4.15      Subsidiaries      41

 4.16      Environmental Matters      42
 4.17      Accuracy of Information, etc      43
 4.18      Solvency      43
 4.19      Anti-Corruption; OFAC; Anti-Money Laundering      43
 4.20      Beneficial Ownership Regulation      44
 4.21      Affected Financial Institution/Covered Entity      44
 4.22      First Mortgage Bond.      44
 SECTION 5. CONDITIONS PRECEDENT      45
 5.1      Conditions to Closing Date      45
 SECTION 6. AFFIRMATIVE COVENANTS      46
 6.1      Financial Statements      47
 6.2      Certificates; Other Information      47
 6.3      Payment of Obligations      48
 6.4      Conduct of Business and Maintenance of Existence; Compliance      49
 6.5      Maintenance of Property; Insurance      49
 6.6      Inspection of Property; Books and Records; Discussions      49
 6.7      Notices      49
 6.8      Environmental Laws      50
 6.9      Further Assurances      50
 6.10      Use of Proceeds      51
 6.11      Credit Ratings      51
 SECTION 7. NEGATIVE COVENANTS      51
 7.1      Consolidated Debt to Capitalization Ratio      51
 7.2      Limitation on Fundamental Changes      51
 7.3      Limitation on Transactions with Affiliates      51
 7.4      Limitation on Changes in Fiscal Periods      51
 7.5      Limitation on Negative Pledge Clauses      51
 7.6      Limitation on Restrictions on Subsidiary Distributions      52
 7.7      Limitation on Lines of Business      52
 7.8      Sanctions      52
 7.9      Anti-Corruption Laws      52
 SECTION 8. EVENTS OF DEFAULT      52
 SECTION 9. THE ADMINISTRATIVE AGENT      55
 9.1      Appointment      55
 9.2      Delegation of Duties      55
 9.3      Exculpatory Provisions      55
 9.4      Reliance by the Administrative Agent      55
 9.5      Notice of Default      56
 9.6      Non-Reliance on Administrative Agent and Other Lenders      56
 9.7      Indemnification      57
 9.8      Agent in Its Individual Capacity      57
 9.9      Successor Agents      57
 9.10      The Joint Lead Arrangers      58

 9.11      Certain ERISA Matters      58
 9.12      Recovery of Erroneous Payments      59
 9.13      Collateral Matters      59
 SECTION 10. MISCELLANEOUS      60
 10.1      Amendments and Waivers      60
 10.2      Notices      62
 10.3      No Waiver; Cumulative Remedies      64
 10.4      Survival of Representations and Warranties      65
 10.5      Payment of Expenses      65
 10.6      Successors and Assigns; Participations and Assignments      67
 10.7      Adjustments; Set-off      71
 10.8      Electronic Execution; Electronic Records; Counterparts      72
 10.9      Severability      73
 10.10      Integration      74
 10.11      Governing Law      74
 10.12      Submission To Jurisdiction; Waivers      74
 10.13      No Fiduciary Duty      74
 10.14      Confidentiality      75
 10.15      [Reserved]      76
 10.16      WAIVERS OF JURY TRIAL      76
 10.17      USA PATRIOT ACT      76
 10.18      Acknowledgement Regarding Any Supported QFCs      76
 10.19      Acknowledgement and Consent to Bail-In of Affected Financial Institutions      77

 SCHEDULES:
 2.1    Commitments and Applicable Percentages
 4.4    Consents, Authorizations, Filings and Notices
4.6    Litigation
4.8    Title to Property
4.14    Limiting Regulations
4.15    Subsidiaries
4.16    Environmental
7.3    Affiliate Transactions
7.5    Negative Pledge Limitations

 EXHIBITS:
 A    Form of Compliance Certificate
B    Form of Secretary’s Certificate
C    Form of Term Note
D    Form of Assignment and Acceptance
E    Forms of U.S. Tax Compliance Certificates
 F    Form of Borrowing Notice

 THIS CREDIT AGREEMENT, dated as of May 27, 2026, among NORTHWESTERN CORPORATION d/b/a NORTHWESTERN ENERGY , a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), and BANK OF AMERICA, N.A., as administrative agent.
 W I T N E S S E T H:
 WHEREAS, the Borrower has requested that the Lenders provide a term loan credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein;
 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 SECTION 1. DEFINITIONS
 1.1     Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.
 “ Administrative Agent ”: Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
 “ Administrative Agent’s Office ”: the Administrative Agent’s address or such other address as the Administrative Agent may from time to time notify to the Borrower and the Lenders.
 “ Affected Financial Institution ”: (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
 “ Agreement ”: this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.
 “ Anti-Money Laundering Laws ”: as defined in Section 4.19(c).
 “ Applicable Margin ”: (a) with regard to Term SOFR and Term SOFR Daily Floating Rate Loans, 0.85% per annum and (b) with regard to Base Rate Loans 0.0% per annum.
 “ Applicable Percentage ”: with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Term Loan Commitments represented by such Lender’s Term Loan Commitment at such time, subject to adjustment as provided in Section 2.21. If the Term Loan Commitment of each Lender to make Loans has been terminated pursuant to Section 8, then the Applicable Percentage of each Lender shall be determined based

 on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.1 or in the assignment and acceptance pursuant to which such Lender becomes a party hereto, as applicable.
 “ Assignee ”: as defined in Section 10.6(c).
 “ Assignor ”: as defined in Section 10.6(c).
 “ Bail-In Action ”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bank of America ”: Bank of America, N.A. and its successors.
 “ Bank of America Entity ”: any of Bank of America or any of its Affiliates.
     “ Base Rate ”: for any day, a fluctuating rate of interest per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate plus ½ of 1% and (c) Term SOFR plus 1.00%. For purposes hereof: “ Prime Rate ” shall mean the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” (the “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate). Any change in the Base Rate due to a change in Term SOFR, the Prime Rate or the Federal Funds Rate shall be effective as of the opening of business on the effective day of such change in Term SOFR, the Prime Rate or the Federal Funds Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.13 hereof, then the Base Rate shall be the greater of clauses (a), (b) and (c) above and shall be determined without reference to clause (c) above. If the Base Rate shall be less than one percent (1%), such rate shall be deemed one percent (1%) for purposes of this Agreement.

 “ Base Rate Loans ”: Loans for which the applicable rate of interest is based upon the Base Rate.
 “ Beneficial Ownership Certification ”: a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially

 similar in form and substance to (a) the form of certification set forth in the Beneficial Ownership Regulation or (b) the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.
 “ Beneficial Ownership Regulation ”: 31 C.F.R. §1010.230.
 “ Benefit Plan ”: any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ Benefitted Lender ”: as defined in Section 10.7.
 “ BHC Act Affiliate ”: of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
 “ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).
 “ Bond Delivery Agreement ”: the Bond Delivery Agreement, dated as of the Closing Date, between the Borrower and the Administrative Agent.
 “ Borrower ”: as defined in the preamble hereto.
 “ Borrower Materials ”: as defined in Section 10.1.
 “ Borrowing Date ”: any Business Day specified by the Borrower as a date on which the Borrower requests the Lenders to make Loans hereunder.
 “ Borrowing Notice ”: with respect to any request for borrowing of Loans hereunder, a notice from the Borrower, substantially in the form of, and containing the information prescribed by, Exhibit F, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
 “ Business Day ”: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.
 “ Capital Lease Obligations ”: with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital or finance leases on a balance sheet of such Person under GAAP; and, for the purposes of this Agreement, the amount of such obligations at any time shall

 be the capitalized amount thereof at such time determined in accordance with GAAP; provided , however , notwithstanding any accounting rule or interpretation under GAAP, Capital Lease Obligations shall not include (a) any Contractual Obligation arising under a power purchase and sale agreement, tolling agreement, off-take agreement, capacity sale agreement or other similar agreement, or (b) any obligations under leases or other agreements created by Accounting Standards Codification 810-10 issued by the Financial Accounting Standards Board.
 “ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing; provided , “Capital Stock” shall exclude any debt security that is convertible into, or exchangeable for, Capital Stock (whether or not such debt securities include any right of participation with Capital Stock).
 “ Change of Control ”: Holdings shall cease to own, directly or indirectly, 100% of the aggregate outstanding classes of Capital Stock having voting power in the election of directors of the Borrower.
 “ Closing Date ”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied.
 “ CME ”: CME Group Benchmark Administration Limited.
 “ Code ”: the Internal Revenue Code of 1986, as amended from time to time.
 “ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.
 “ Communication ”: this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.
 “ Compliance Certificate ”: a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit A.
 “ Conforming Changes ”: with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “Term SOFR Daily Floating Rate” and “Interest Period”, the timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s)

 and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
 “ Consolidated Debt to Capitalization Ratio ”: as of the last day of any period, the ratio of (a) Consolidated Funded Debt on such day to (b) the sum of Consolidated Net Worth and Consolidated Funded Debt on such day.
 “ Consolidated Funded Debt ”: the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.
 “ Consolidated Net Worth ”: all amounts that would, in conformity with GAAP, be included on a consolidated balance sheet of the Borrower and its Subsidiaries under stockholders’ equity at such date.
 “ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.
 “ Covered Entity ”: any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 “ Daily Simple SOFR ”: with respect to any applicable determination date, means SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).
 “ Debtor Relief Laws ”: the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
 “ Default ”: any of the events specified in clauses (a) through (j) of Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
 “ Default Right ”: has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 “ Defaulting Lender ”: subject to Section 2.21, any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, within

 three Business Days of the date required to be funded by it hereunder, unless such obligation is the subject of a good faith dispute, (b) has notified the Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such notification or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such notification or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.
 “ Designated Jurisdiction ”: any country or territory to the extent that such country or territory itself is the subject of any Sanction.
 “ Disposition ”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (or, in each case, any series of related dispositions); and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.
 “ Dollars ” and “ $ ”: dollars in lawful currency of the United States of America.
 “ EEA Financial Institution ”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
 “ EEA Member Country ”: any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 “ EEA Resolution Authority ”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 “ Electronic Record ” and “ Electronic Signature ”: shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

 “ Environmental Laws ”: any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally enforceable requirements (including common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.
 “ Environmental Permits ”: any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.
 “ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time.
 “ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
 “ ERISA Event ”: (a) a Reportable Event with respect to a Plan; (b) the withdrawal of the Borrower or any Commonly Controlled Entity from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any Commonly Controlled Entity from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Single Employer Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Single Employer Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Single Employer Plan; (g) the determination that any Single Employer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any Commonly Controlled Entity.
 “ EU Bail-In Legislation Schedule ”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
 “ Event of Default ”: any of the events specified in clauses (a) through (j) of Section 8; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
 “ Facility ” or “ Term Loan Facility ”: the Term Loan Commitments and the extensions of credit made thereunder.

 “ FATCA ”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
 “ Federal Funds Rate ” : for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
 “ Fee Letter ”: that Fee Letter dated April 27, 2026 among Bank of America, N.A., as administrative agent and BofA Securities, Inc., as joint lead arranger and bookrunner, and the Borrower.
 “ First Mortgage Bond ”: a first mortgage bond of the Collateral (2026) Series issued to the Administrative Agent on the Closing Date under the Supplemental Indenture, in a principal amount equal to the Term Loan Commitments.
 “ Fitch ”: Fitch, Inc. and any successor thereto.
 “ Funded Debt ”: with respect to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the definition of “Indebtedness” in this Section 1.1.
 “ Funding Office ”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders.
 “ GAAP ”: generally accepted accounting principles in the United States of America as in effect from time to time.
 “ Governmental Authority ”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, and any securities exchange (including any supra national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).
 “ Granting Lender ” as defined in Section 10.6(j).

 “ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.
 “ Hedge Agreements ”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, or similar arrangements entered into by the Borrower or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, or the exchange of nominal interest obligations, either generally or under specific contingencies.
 “ Holdings ”: means NorthWestern Energy Group, Inc., a Delaware corporation.
 “ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), other than any such indebtedness arising solely in connection with the Borrower’s gas storage arrangements, (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value

 any Capital Stock of such Person, (h) all Mandatory Redeemable Stock of such Person, (i) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (h) above, (j) all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (k) for the purposes of Section 8(e) only, all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.
 “ Indemnified Liabilities ”: as defined in Section 10.5.
 “ Indemnitee ”: as defined in Section 10.5.
 “ Indenture ”: the Mortgage and Deed of Trust dated October 1, 1945 from the Borrower (as successor by merger to The Montana Power Company) to the trustees named therein, as supplemented and amended to the date hereof.
 “ Indenture Trustee ”: as defined in Section 4.22.
 “ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at Law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.
 “ Interest Payment Date ”: (a) as to any Base Rate Loan or Term SOFR Daily Floating Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan and (b) as to any Term SOFR Loan, on the last day of each Interest Period applicable to such Loan and the applicable maturity date; provided ; however , that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates.
 “ Interest Period ”: as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter (in each case, subject to availability), as selected by the Borrower in its Borrowing Notice; provided that:
 (1)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar

 month, in which case such Interest Period shall end on the next preceding Business Day;
 (2)    the Borrower may not select an Interest Period that would extend beyond the Maturity Date; and
 (3)    any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.
 “ Investment ”: any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase of any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or any other investment in, any other Person.
 “ Joint Lead Arrangers ”: BofA Securities, Inc. (or its successors and permitted assigns), BMO Bank N.A., KeyBank National Association and U.S. Bank National Association in their respective capacity as Joint Lead Arrangers.
 “ Laws ”: collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
 “ Lenders ”: as defined in the preamble hereto.
 “ Lien ”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).
 “ Loan ”: any loan made by any Lender pursuant to this Agreement.
 “ Loan Documents ”: collectively, this Agreement, the Supplemental Indenture, the First Mortgage Bonds, the Bond Delivery Agreement and the Notes.
 “ Mandatory Redeemable Stock ”: with respect to any Person, any share of such Person’s Capital Stock, to the extent that it is (a) redeemable, payable or required to be purchased or otherwise retired or extinguished, or convertible into any Indebtedness or other liability, obligation, covenant or duty of or binding upon, or any term or condition to be observed by or

 binding upon such Person or any of its assets (except for consideration comprised of Capital Stock of such Person which is not Mandatory Redeemable Stock), (i) at a fixed or determinable date, whether by operation of a sinking fund or otherwise, (ii) at the option of any other Person or (iii) upon the occurrence of a condition not solely within the control of such Person such as a redemption required to be made utilizing future earnings, or (b) convertible into Capital Stock which has the features set forth in clause (a).
 “ Material Adverse Effect ”: a material adverse effect on (a) the business, assets, property, operations, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.
 “ Material Subsidiary ”: (i) each Subsidiary designated as a “Material Subsidiary” in Schedule 4.15, and (ii) each other Subsidiary whose total assets as of the end of any fiscal year equal or exceed $50,000,000.
 “ Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces of any kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could give rise to liability under any Environmental Law.
 “ Maturity Date ”: November 26, 2027.
 “ Montana Utility Business ”: the regulated electric and natural gas assets and businesses owned and operated by the Borrower in the State of Montana, or otherwise subject to the Lien of the Indenture.
 “ Moody’s ”: Moody’s Investors Service, Inc., and any successor thereto.
 “ Mortgaged and Pledged Property ”: as defined in the Indenture.
 “ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
 “ Non-Excluded Taxes ”: as defined in Section 2.16(a).
 “ Non-U.S. Lender ”: as defined in Section 2.16(d).
 “ Note ”: any promissory note evidencing any Loan.
 “ Obligations ”: the unpaid principal of and interest on (including interest and fees accruing after the maturity of the Loans and interest and fees accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition

 interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.
 “ OFAC ”: the Office of Foreign Assets Control of the United States Department of the Treasury.
 “ Other Taxes ”: any and all present or future stamp, court or documentary, intangible, recording, filing or similar taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document (except any such taxes imposed as a result of any assignment other than pursuant to Section 2.20) as a result of a present or former connection between the applicable Lender or Administrative Agent and the jurisdiction imposing such tax.
 “ Participant ”: as defined in Section 10.6(b).
 “ Participant Register ”: as defined in Section 10.6(b).
 “ Patriot Act ”: the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).
 “ Payment Office ”: the office specified from time to time by the Administrative Agent as its payment office by notice to the Borrower and the Lenders.
 “ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).
 “ Pension Funding Rules ”: the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
 “ Pension Plan ” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
 “ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

 “ Plan ”: at a particular time, any employee benefit plan within the meaning of Section 3(3) of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
 “ Platform ”: as defined in Section 10.1.
 “ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Capital Stock.
 “ PTE ”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
 “ QFC ” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
 “ Rating Agencies ”: Fitch, Standard & Poor’s and Moody’s.
 “ Redemption Demand ”: as defined in Section 9.13.
 “ Register ”: as defined in Section 10.6(g).
 “ Regulation U ”: Regulation U of the Board as in effect from time to time.
 “ Related Fund ”: with respect to any Lender, any Person (other than an individual) that (x) is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and (y) is managed or administered by such Lender, an Affiliate of such Lender or an entity or an Affiliate of an entity that administers or manages such Lender.
 “ Related Parties ”: with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.
 “ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.
 “ Required Lenders ”: at any time, the holders of more than 50% of the Loans outstanding.
 “ Requirement of Law ”: as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.
 “ Rescindable Amount ”: as defined in Section 2.14(f).

 “ Rescission Notice ”: as defined in Section 9.13.
 “ Resolution Authority ”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
 “ Responsible Officer ”: as to any Person, the chief executive officer, president or chief financial officer of such Person, but in any event, with respect to financial matters, the chief financial officer, treasurer or assistant treasurer of such Person, or any other officer of such Person designated as a Responsible Officer by any one of the foregoing, and, solely for purposes of notices given pursuant to Section 2, any other officer or employee of such Person so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of such Person designated in or pursuant to an agreement between such Person and the Administrative Agent.
 “ Sanctions ”: sanctions administered or enforced from time to time by the U.S. government, including those administered by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority.
 “ Scheduled Unavailability Date ”: as defined in Section 2.13(b)(ii).
 “ SEC ”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).
 “ SEC Reports ”: the publicly available (unredacted) portion of all reports filed by the Borrower or Holdings, as applicable, with the SEC on Form 10-K, Form 10-Q or Form 8-K or any successor form.
 “ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.
 “ SOFR ” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
 “ Solvent ”: with respect to any Person, as of any date of determination, (a) the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is

 reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.
 “ SPC ”: as defined in Section 10.6(j).
 “ Standard & Poor’s ”: Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc. and any successor thereto.
 “ Stated Maturity ”: with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
 “ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.
 “ Successor Rate ”: as defined in Section 2.13(b).
 “ Supplemental Indenture ”: the Forty-eighth Supplemental Indenture, dated as of May 1, 2026, between the Borrower and the Indenture Trustee.
 “ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
 “ Term Loan ”: as defined in Section 2.1.

 “ Term Loan Commitment ”: as to any Lender, the obligation of such Lender, if any, to make Term Loans in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Term Loan Commitment” opposite such Lender’s name on Schedule 2.1 attached hereto, or, as the case may be, in the assignment and acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof pursuant to Section 2.1. The original aggregate amount of the Total Term Loan Commitments is $225,000,000.
 “ Term SOFR ”: means:
 (a)    for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case; and
 (b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case;
 provided that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.
 “ Term SOFR Daily Floating Rate ”: for any interest calculation with respect to a Term SOFR Daily Floating Rate Loan on any date, a fluctuating rate of interest, which can change on each Business Day, equal to the Term SOFR Screen Rate, two (2) U.S. Government Securities Business Days prior to such day, with a term equivalent to one (1) month beginning on that date; provided, that if the rate is not published prior to 11:00 a.m. on such determination date then the Term SOFR Daily Floating Rate means the Term SOFR Screen Rate on the first (1st) U.S. Government Securities Business Day immediately prior thereto, in each case; provided that, if the Term SOFR Daily Floating Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
 “ Term SOFR Daily Floating Rate Loan ”: a Loan that bears interest based on the Term SOFR Daily Floating Rate.
 “ Term SOFR Loan ”: a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
 “ Term SOFR Replacement Date ”: as defined in Section 2.13(b).

 “ Term SOFR Screen Rate ”: the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).
 “ Total Term Loan Commitments ”: at any time, the aggregate amount of the Term Loan Commitments then in effect.
 “ Transferee ”: as defined in Section 10.14.
 “ Type ”: as to any Loan, its nature as a Base Rate Loan, Term SOFR Loan or Term SOFR Daily Floating Rate Loan.
 “ UK Financial Institution ” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
 “ UK Resolution Authority ”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
 “ Utility Business ”: the regulated electric and natural gas utility business and operations of the Borrower and its Subsidiaries.
 “ U.S. Government Securities Business Day ”: any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
 “ U.S. Person ”: any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
 “ Write-Down and Conversion Powers ”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

 1.2     Other Definitional Provisions . (a)    Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.
 (b)    As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided , that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
 (c)    The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.
 (d)    The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
 (e)    All calculations of financial ratios set forth in Section 7.1 shall be calculated to the same number of decimal places as the relevant ratios are expressed in and shall be rounded upward if the number in the decimal place immediately following the last calculated decimal place is five or greater. For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13.
 (f)    The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “or” shall not be exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall”.

 (g)    Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ hereto ,” “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
 (h)    Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
 (i)    [reserved]
 (j)    The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other

 adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) ( or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.
 (k)    Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
 2.1     Term Loans . Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single loan (each such loan, a “ Term Loan ”) to the Borrower, in Dollars, on the Closing Date in an amount not to exceed such Lender’s Term Loan Commitment. The Borrowing of the Term Loans shall consist of Term Loans made simultaneously by the Lenders in accordance with their respective Applicable Percentage of the Term Loans. Term Loans repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans, Term SOFR Daily Floating Rate Loans or Term SOFR Loans, as further provided herein; provided, that, the Borrowing of the Term Loans made on the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a funding indemnity letter to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, not less than two (2) Business Days prior to the date of the Borrowing of the Term Loans.
 2.2     Procedure for Borrowing . The borrowing of the Term Loan shall be made on the Closing Date, subject to the conditions set forth in Section 5.1, upon Borrower’s delivery to the Administrative Agent of a Borrowing Notice, which Borrowing Notice must be received by the Administrative Agent prior to 12:00 Noon (a) two (2) Business Days prior to the requested Borrowing Date, in the case of Term SOFR Loans, or (b) on the requested Borrowing Date, in the case of Base Rate Loans or Term SOFR Daily Floating Rate Loans. Such Borrowing Notice shall specify therein the requested (i) date of such borrowing, (ii) Type of Loans comprising such borrowing, (iii) Borrower’s account for such Loans and (iv) in the case of any Loans requested to be made as Term SOFR Loans, the initial Interest Period therefor. If no election as to the Type of Loans is specified in the Borrowing Notice, then the requested Loans shall be Base Rate Loans. If no Interest Period with respect to any Term SOFR Loans is specified in any such Borrowing Notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make its Applicable Percentage of the amount of the borrowing of Term Loans available to

 the Administrative Agent for the account of the Borrower at the Funding Office prior to 3:00 PM on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.
 Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Term SOFR Loans without the consent of the Required Lenders.
 With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.
 2.3     [Reserved]
 2.4     [Reserved]
 2.5     Repayment of Loans; Evidence of Debt . (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Lender the then unpaid principal amount of each Term Loan of such Lender on the Maturity Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.11.
 (b)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
 (c)    The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

 (d)    The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.5(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
 (e)    The Borrower agrees that, upon its receipt of notice of the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Term Loans of such Lender, substantially in the form of Exhibit C (a “ Term Note ”), with appropriate insertions as to date and then outstanding principal amount; provided , that delivery of Notes shall not be a condition precedent to the occurrence of the Closing Date or the making of the Loans on the Closing Date.
 2.6     [reserved]
 2.7     [reserved]
 2.8     Optional Prepayments . The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (but including redeployment and breakage costs, if any, pursuant to Section 2.17), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M. two (2) Business Days prior thereto in the case of Term SOFR Loans and no later than 11:00 A.M. on the date thereof in the case of Base Rate Loans or Term SOFR Daily Floating Rate Loans, which notice shall specify the date and amount of such prepayment and whether such prepayment is of Term SOFR Loans, Base Rate Loans or Term SOFR Daily Floating Rate Loans; provided , that if a Term SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Loans that are Base Rate Loans or Term SOFR Daily Floating Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.
 2.9     Conversion and Continuation Options . (a) The Borrower may elect from time to time to (i) convert Term SOFR Loans to Base Rate Loans or Term SOFR Daily Floating Rate Loans or (ii) convert Term SOFR Daily Floating Rate Loans to Base Rate Loans, in each case, by giving the Administrative Agent at least one Business Day prior irrevocable notice of such election; provided that any such conversion of Term SOFR Loans may be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Term SOFR Daily Floating Rate Loans or Base Rate Loans to Term SOFR Loans by giving the Administrative Agent irrevocable notice of such election no later than 12:00 noon two

 (2) Business Days prior thereto (which notice shall specify the length of the initial Interest Period therefor); provided that no Base Rate Loan or Term SOFR Daily Floating Rate Loan may be converted into a Term SOFR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the maturity date of the Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof.
 (b)    The Borrower may elect to continue any Term SOFR Loan as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loan; provided that no Term SOFR Loan under the Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the maturity date of the Facility; and provided , further , that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.
 2.10     Minimum Amounts and Maximum Number Borrowings, Conversions and Continuations . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Term SOFR Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Term SOFR Loans shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) after giving effect to all borrowings, conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods outstanding at any one time.
 2.11     Interest Rates and Payment Dates .
 (a)    Each Term SOFR Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to Term SOFR applicable to such Term SOFR Loan plus the Applicable Margin with respect to Term SOFR Loans in effect for such day.
 (b)    Each Base Rate Loan shall bear interest for each day on which it is outstanding at a rate per annum equal to the Base Rate in effect for such day plus the Applicable Margin with respect to Base Rate Loans in effect for such day.
 (c)    Each Term SOFR Daily Floating Rate Loan shall bear interest for each day on which it is outstanding at a rate per annum equal to the Term SOFR

 Daily Floating Rate in effect for such day plus the Applicable Margin with respect to Term SOFR Daily Floating Rate Loans in effect for such day.
 (d)    (i) If all or a portion of the principal amount of any Loan shall not be paid when due (whether at the Stated Maturity, by acceleration or otherwise), all outstanding Loans (whether or not overdue)(to the extent legally permitted) shall bear interest at a rate per annum that is equal to in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2%, and (ii) if all or a portion of any interest payable on any Loan or other amount payable hereunder shall not be paid when due (whether at the Stated Maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans (including the Applicable Margin) plus 2%, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (after as well as before judgment).
 (e)    Interest shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (d) of this Section shall be payable from time to time on demand.
 2.12     Computation of Interest and Fees . (a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360- day year for the actual days elapsed, except that, all computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of Term SOFR or Term SOFR Daily Floating Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.
 (b)    Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.11(a).
 2.13     Inability to Determine Interest Rate .
 (a)    If, in connection with any request for a Term SOFR Loan or Term SOFR Daily Floating Rate Loan or a conversion to or continuation thereof, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 2.13(b), and the circumstances under clause (i) of Section

 2.13(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan or Term SOFR Daily Floating Rate, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or that the Term SOFR Daily Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, in each case, the Administrative Agent will promptly so notify the Borrower and each Lender.
 Thereafter, (x) the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), (y) the obligation of the Lenders to make or maintain Term SOFR Daily Floating Rate Loans or to convert Base Rate Loans to Term SOFR Daily Floating Rate Loans shall be suspended (to the extent of the affected Term SOFR Daily Floating Rate Loans)and (z) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 2.13(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

 Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, or conversion to, or continuation of Term SOFR Loans or Term SOFR Daily Floating Rate Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or Term SOFR Daily Floating Rate Loans or, failing that, will be deemed to have converted such request into a request for a borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans or Term SOFR Daily Floating Rate Loans shall be deemed to have been converted to Base Rate Loans immediately in the case of a Term SOFR Daily Floating Rate Loan, and, at the end of their respective applicable Interest Period in the case of a Term SOFR Loan.

 (b)    Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:
 (i)     adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is

 not available or published on a current basis and such circumstances are unlikely to be temporary;
 (ii)    CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date(the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “ Scheduled Unavailability Date ”).
 then, on a date and time determined by the Administrative Agent (any such date, the “ Term SOFR Replacement Date ”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “ Successor Rate ”).

 If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

 Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 2.13(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.13 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to

 such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “ Successor Rate ”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

 The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.

 Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

 Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.

 In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

 2.14     Pro Rata Treatment and Payments . (a) The borrowing of the Term Loan by the Borrower from the Lenders hereunder, shall be made pro rata according to the Applicable Percentages of the Lenders. Each payment of interest in respect of the Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the applicable Lenders pro rata according to the respective amounts then due and owing to such Lenders.
 (b)    Each prepayment by the Borrower on account of principal of the Term Loan shall be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Lenders.

 (c)    The application of any payment of Loans under the Facility (including optional prepayments) shall be made, first , to Base Rate Loans under the Facility, second , to Term SOFR Daily Floating Rate Loans under the Facility and third , to Term SOFR Loans under the Facility. Each payment of the Loans shall be accompanied by accrued interest to the date of such payment on the amount paid.
 (d)    All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Payment Office, in Dollars and in immediately available funds. Any payment made by the Borrower after 12:00 Noon on any Business Day shall be deemed to have been on the next following Business Day. Except as otherwise provided herein, if any payment hereunder becomes due and payable, or the performance of any covenant, duty or obligation is stated to be due or required, on a day other than a Business Day, such payment or performance shall be extended to the next succeeding Business Day. If any payment on a Term SOFR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.
 (e)    Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any borrowing of Term SOFR Loans (or, in the case of any borrowing of Base Rate Loans, prior to 12:00 noon on the date of such borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.2 (or, in the case of a borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.2) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate

 Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
 (f)    Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. With respect to any payment that the Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

 (g)    Subject to Section 2.21(a)(ii), upon receipt by the Administrative Agent of payments on behalf of Lenders, the Administrative Agent shall promptly distribute such payments to the Lender or Lenders entitled thereto, in like funds as received by the Administrative Agent.
 (h)    If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable extension of credit set forth in Section 5 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
 (i)    The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any date required

 hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan.
 (j)    Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
 2.15     Requirements of Law . (a)    If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:
 (i)    shall subject any Lender to any tax of any kind whatsoever with respect to any Loan Document, any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.16 and changes in the rate of tax on the overall net income of such Lender);
 (ii)    shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of Term SOFR or Term SOFR Daily Floating Rate hereunder; or
 (iii)    shall impose on such Lender any other condition;
 and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. For purposes of this clause (a) and clause (b) below, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in Requirement of Law regardless of the date enacted, adopted or issued.
 (b)    If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or

 in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided , further , that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.
 (c)    A certificate as to any additional amounts payable pursuant to this Section (and setting forth calculations in reasonable detail demonstrating the basis therefor) submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
 2.16     Taxes . (a) All payments made by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (except as required by Law), excluding taxes imposed on or measured by net income, franchise taxes and branch profits taxes, in each case (i) imposed on the Administrative Agent or any Lender as a result of the Administrative Agent or such Lender being organized under the Laws of, or having its principal office or, in the case of any Lender, applicable lending office located in, the jurisdiction imposing the tax or (ii) a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent’s or such Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“ Non-Excluded Taxes ”) or any Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable

 to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes, including all such amounts applicable to additional sums payable under this Section 2.16) interest and all other amounts payable at the rates or in the amounts specified in the applicable Loan Documents; provided , however , that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s or the Administrative Agent’s failure to comply with the requirements of paragraph (d) or (e) of this Section, as applicable, (ii) that are United States withholding taxes imposed on amounts payable to or for the account of such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph (a) or (iii) any withholding taxes imposed under FATCA.
 (b)    In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
 (c)    Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as practicable thereafter the Borrower shall send to the Administrative Agent for the account of the Administrative Agent or relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
 (d)    Each Lender (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “ Non-U.S. Lender ”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) two duly completed copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or, to the extent the Non-U.S. Lender is not the beneficial owner, Form W-8IMY accompanied by Form W-8BEN, Form W-8BEN-E, W-8ECI, Form W-9, and/or other certification documents from each beneficial owner, as applicable, or in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest” a duly completed statement substantially in the form of Exhibit E and a Form W-8BEN or Form W-8BEN-E, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower

 under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). Any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by such recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver. Any Lender that is a “U.S. Person” as defined in Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. In addition, any Lender, if reasonably requested by Borrower, shall deliver such other documentation as will enable the Borrower to determine whether or not such Lender is subject to backup withholding or information reporting. Notwithstanding anything to the contrary in this Section 2.16(d), the completion, execution and submission of such documentation (other than the Form W-8BEN, the Form W-8BEN-E, the Form W-8ECI, the Form W-8IMY, the statement provided in Exhibit E and the Form W-9 described in this Section 2.16(d) and the documentation described below in Section 2.16(h)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
 (e)    A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed

 documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.
 (f)    The Borrower shall, subject to the limitations provided in subclauses (i) through (iii) in the last sentence of Section 2.16(a), indemnify the Administrative Agent and each Lender, within 10 days after demand therefor, for the full amount of any Non-Excluded Taxes and Other Taxes (including any Non-Excluded Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent or such Lender or required to be withheld or deducted from a payment to the Administrative Agent or such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Administrative Agent or the applicable Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of such Lender, shall be conclusive absent manifest error.
 (g)    Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes and Other Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and Other Taxes and without limiting the obligation of the Borrower to do so), (ii) any taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6(b) relating to the maintenance of a Participant Register and (iii) any taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (g).
 (h)    If a payment made to a Lender under any Loan Document would be subject to withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower

 or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of determining any withholding tax imposed by FATCA, from and after the Closing Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
 (i)    Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all other obligations.
 2.17     Indemnity . The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Term SOFR Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of Term SOFR Loans on a day that is not the last day of an Interest Period with respect thereto or (d) the assignment of any Term SOFR Loan other than on the last day of the Interest Period or maturity date applicable thereto as a result of a request by the Borrower pursuant to Section 2.20. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender for such period. A certificate as to any amounts payable pursuant to this Section (and setting forth calculations in reasonable detail demonstrating the basis therefor) submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
 2.18     Illegality . Notwithstanding any other provision herein, if after the Closing Date the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Term SOFR Loans

 or Term SOFR Daily Floating Rate Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Term SOFR Loans or Term SOFR Daily Floating Rate Loans, continue Term SOFR Loans as such and convert Base Rate Loans to Term SOFR Loans or Term SOFR Daily Floating Rate Loans shall forthwith be suspended until such condition shall cease to exist and (b) such Lender’s Loans then outstanding as Term SOFR Loans or Term SOFR Daily Floating Rate Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Term SOFR Loans or within such earlier period as required by law, or within one (1) Business Day with respect to such Term SOFR Daily Floating Rate Loans. If any such conversion of a Term SOFR Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.17.
 2.19     Change of Lending Office . Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.15, 2.16(a) or 2.18 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided , that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; and provided , further , that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.15, 2.16(a) or 2.18.
 2.20     Replacement of Lenders under Certain Circumstances . The Borrower shall be permitted to replace with a replacement financial institution any Lender that (a) requests compensation for amounts owing pursuant to Section 2.15 or if the Borrower is required to pay any Non-Excluded Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 or 2.16 or gives a notice of illegality pursuant to Section 2.18, (b) defaults in its obligation to make Loans hereunder (or is otherwise a Defaulting Lender) or (c) refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of all Lenders and such amendment, waiver or other modification is consented to by the Required Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.19 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.15 or 2.16 or to eliminate the illegality referred to in such notice of illegality given pursuant to Section 2.18, (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.17 (as though Section 2.17 were applicable) if any Term SOFR Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfac…