Exhibit 99(b)
THE MONTANA POWER COMPANY
TO
THE BANK OF NEW YORK
AND
W. T. CUNNINGHAM
As Trustees under The Montana
Power Company's Mortgage and
Deed of Trust, dated as of
October 1, 1945
EIGHTEENTH SUPPLEMENTAL INDENTURE
Providing, among other things, for
the succession of The Bank of New York,
to Morgan Guaranty Trust Company of New York,
as the Corporate Trustee, and of W. T. Cunningham
to P. J. Crowley, as the Co-Trustee, under such Mortgage and
Deed of Trust and the amendment of Section 101 thereof.
EIGHTEENTH SUPPLEMENTAL INDENTURE
EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of August 5,
1994, between THE MONTANA POWER COMPANY, a corporation of the
State of Montana (successor by merger to The Montana Power
Company, a corporation of the State of New Jersey), whose post
office address is 40 East Broadway, Butte, Montana, 59701
(hereinafter sometimes called the Company), and THE BANK OF NEW
YORK, a corporation of the State of New York, whose principal
corporate trust office is located at 101 Barclay Street, New
York, New York, 10286, which hereby is appointed successor
Corporate Trustee to MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
and W. T. CUNNINGHAM, whose post office address is 3 Arlington
Drive, Denville, New Jersey, 07834, who hereby is appointed
successor Co-Trustee to P.J. CROWLEY (the successor Corporate
Trustee and the successor Co-Trustee being hereinafter together
sometimes called the Trustees), as successor Trustees under the
Mortgage and Deed of Trust, dated as of October 1, 1945 (such
Mortgage and Deed of Trust, as executed and delivered and as
thereafter from time to time amended and supplemented being
hereinafter referred to as the Mortgage), which Mortgage was
executed and delivered by The Montana Power Company, a
corporation of the State of New Jersey (hereinafter sometimes
called the Company--New Jersey) to Guaranty Trust Company of New
York and Arthur E. Burke, 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 Eighteenth Supplemental
Indenture) being supplemental thereto;
WHEREAS, the Mortgage was or is to be recorded in the
official records of various counties in the states of Montana and
Wyoming, which counties include or will include all counties in
which this Eighteenth Supplemental Indenture is to be recorded;
and
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 Mortgage and to make subject to the lien of the
Mortgage 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); 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
on November 30, 1961, and to evidence the succession of the
Company to the Company--New Jersey and the assumption by the
Company of the covenants and conditions of the Company--New
Jersey in the bonds and in the Mortgage contained and to enable
the Company to have and exercise the powers and rights of the
Company--New Jersey under the Mortgage in accordance with the
terms thereof, the Company 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 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 Inden-
ture, 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 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) and its Seventeenth Supplemental
Indenture, dated as of December 1, 1993 (hereinafter called the
Seventeenth Supplemental Indenture); and
WHEREAS, the First, Second, Third, Fourth, Fifth, Sixth,
Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth,
Fourteenth, Fifteenth, Sixteenth and Seventeenth Supplemental In-
dentures were or are to be recorded in the official records of
various counties in the states of Montana and Wyoming, which
counties include or will include all counties in which this
Eighteenth Supplemental Indenture is to be recorded; 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
WHEREAS, an instrument dated June 29, 1962 was executed by
the Company 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 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 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, in addition to the property described in the
Mortgage, the Company has acquired certain other property, rights
and interests in property; and
WHEREAS, the Company--New Jersey or the Company has
heretofore issued, in accordance with the provisions of the
Mortgage, the following series of First Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued 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 (Fifth). . . . . . . . 25,000,000 $25,000,000
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 (Fourteenth). . . . . . 55,000,000 55,000,000
8-1/4% Series due 2007 (Fifteenth). . . . . . 55,000,000 55,000,000
8.95% Series due 2022 (Sixteenth) . . . . . . 50,000,000 50,000,000
Secured Medium-Term Notes (Seventeenth) . . . 68,000,000 68,000,000
7% Series due 2005 (Eighteenth) . . . . . . . 50,000,000 50,000,000
6-1/8% Series due 2023 (Nineteenth) . . . . . 90,205,000 90,205,000
5.90% Series due 2023 (Twentieth) . . . . . . 80,000,000 80,000,000
which bonds are also hereinafter sometimes called bonds of the
First through Twentieth Series, respectively; and
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 Mortgage, 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
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 said First Series, by an in-
strument 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 Mortgage shall be situated;
and
WHEREAS, Section 101 of the Mortgage provides that any
Trustee may resign at any time by giving written notice thereof
to the Company and publishing notice thereof in the manner set
forth in such Section; and
WHEREAS, Morgan Guaranty Trust Company of New York has given
written notice to the Company that it has resigned as Corporate
Trustee under the Mortgage, such resignation to take effect at
the close of business on August 5, 1994, unless previously a
successor Corporate Trustee shall have been appointed as provided
in the Mortgage, in which event such resignation shall take
effect immediately upon the appointment of such successor
Corporate Trustee; and
WHEREAS, P.J. Crowley has given written notice to the
Company that he has resigned as Co-Trustee under the Mortgage,
such resignation to take effect at the close of business on
August 5, 1994, unless previously a successor Co-Trustee shall
have been appointed as provided in the Mortgage, in which event
such resignation shall take effect immediately upon the
appointment of such successor Co-Trustee; and
WHEREAS, Section 102 of the Mortgage provides that the
Company, pursuant to the order of its Board of Directors, may
appoint a successor Trustee if a Trustee shall resign; and
WHEREAS, the Company desires that The Bank of New York and
W.T. Cunningham act as successor Corporate Trustee and Co-
Trustee, respectively, under the Mortgage; and
WHEREAS, The Bank of New York and W.T. Cunningham are
eligible and qualified to serve as Corporate Trustee and Co-
Trustee, respectively, under the Mortgage, in compliance with
Sections 35, 88 and 99 of the Mortgage, and are willing to accept
such appointment as successor Trustees; and
WHEREAS, The Company has agreed to publish notice of such
appointment as provided in Section 102 of the Mortgage;
WHEREAS, the Company now desires (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 Mortgage;
and
WHEREAS, the execution and delivery by the Company of this
Eighteenth Supplemental Indenture 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, pursuant
to Section 102 of the Mortgage and by order of its Board of
Directors, the Company hereby appoints The Bank of New York as
successor Corporate Trustee under the Mortgage, subject to the
conditions of Article XVII thereof, effective at the close of
business on August 5, 1994;
That The Bank of New York, a bank or trust company having
its principal office and place of business in the Borough of
Manhattan, The City of New York, hereby accepts its appointment
by the Company as successor Corporate Trustee under the Mortgage;
That, pursuant to Section 102 of the Mortgage and by order
of its Board of Directors, the Company hereby appoints W.T.
Cunningham as successor Co-Trustee under the Mortgage, subject to
the conditions in Article XVII thereof, effective at the close of
business on August 5, 1994;
That the undersigned, W.T. Cunningham, a citizen of the
United States of America, hereby accepts his appointment by the
Company as successor Co-Trustee under the Mortgage;
That the Company will proceed with the publication of the
notice of appointment as provided in Section 102 of the Mortgage
in substantially the following form:
THE MONTANA POWER COMPANY
Mortgage and Deed of Trust, dated as of October 1, 1945,
as amended and supplemented
NOTICE OF APPOINTMENT OF SUCCESSOR CORPORATE TRUSTEE
AND SUCCESSOR CO-TRUSTEE
NOTICE IS HEREBY GIVEN, pursuant to Section 102 of the
above-mentioned Mortgage, that The Montana Power Company has
appointed The Bank of New York and W. T. Cunningham,
respectively, as successor Corporate Trustee and successor Co-
Trustee under the Mortgage, and that The Bank of New York and
W.T. Cunningham have accepted such appointments, effective at the
close of business on August 5, 1994.
THE MONTANA POWER COMPANY
August 5, 1994
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 Mortgage,
according to their tenor and effect and the performance of all
the provisions of the Mortgage (including any modification made
as in the Mortgage provided) and of said bonds, and to confirm
the lien of the Mortgage 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) unto W.T. Cunningham, who has been appointed successor
Co-Trustee as hereinabove provided, and (to the extent of its
legal capacity to hold the same for the purposes hereof) to The
Bank of New York, which has been appointed successor Corporate
Trustee as hereinabove provided, as Trustees under the Mortgage,
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 kind or nature specifically
mentioned in the Mortgage, 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 Mort-
gage, 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, 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 Mortgage) all lands, power sites,
flowage rights, water rights, water locations, water appro-
priations, 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
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
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, 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 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 if such property, rights
and franchises were now owned by the Company and were specifi-
cally 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, namely:
(1) cash, shares of stock, bonds, notes and other obligations and
other securities not specifically pledged, paid, deposited,
delivered or held under the Mortgage 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 or cove-
nanted 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; (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; (6) the Company's franchise to be a corporation;
and (7) any property heretofore released pursuant to any
provisions of the Mortgage and not heretofore disposed of by the
Company; provided, however, that the property and rights
expressly excepted from the lien and operation of the Mortgage 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 W.T. CUNNINGHAM
and (to the extent of its legal capacity to hold the same for the
purposes hereof) unto THE BANK OF NEW YORK, 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,
this Eighteenth 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 shall affect and 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 at the time of the execution of said Mortgage and
Deed of Trust, and had been specifically and at length described
in and conveyed to the Trustees, by said Mortgage and Deed of
Trust as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustees and their successors in said trust under the Mortgage,
as follows:
ARTICLE I.
Amendment of Section 101 of the Mortgage
Section A. The second paragraph of Section 101 of the
Mortgage hereby is amended by adding a new sentence at the end
thereof to read as follows:
"In the absence of a Default or the occurrence of an
event which, after notice, the passage of time, or
both, would constitute a Default, any Trustee
theretofore appointed by the Company as provided in
Section 102 hereof also may be removed at any time by
an instrument in writing executed by order of its Board
of Directors, duly acknowledged by its President or a
Vice President and filed with such Trustee. Should any
Trustee be so removed by the order of the Board of
Directors, the Company shall publish notice thereof in
the manner hereinabove provided in this Section 101."
ARTICLE II.
Miscellaneous Provisions
Section 2. Subject to the amendments provided for in this
Eighteenth Supplemental Indenture, the terms defined in the
Mortgage shall, for all purposes of this Eighteenth Supplemental
Indenture, have the meaning specified in the Mortgage.
Section 3. 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
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 Eighteenth 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 Eighteenth Supplemental Indenture with
the same force and effect as if the same 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 Eighteenth Supplemental Indenture.
Section 4. Whenever in this Eighteenth 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 Eighteenth
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 benefits of the respective suc-
cessors and assigns of such parties, whether so expressed or not.
Section 5. Nothing in this Eighteenth 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 Mortgage, any right,
remedy or claim under or by reason of this Eighteenth
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Eighteenth
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 Mortgage.
Section 6. This Eighteenth 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.
IN WITNESS WHEREOF, THE MONTANA POWER COMPANY has caused its
corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its President or one of its Vice Presidents,
and its corporate seal to be attested by its Secretary or one of
its Assistant Secretaries for and in its behalf, and THE BANK OF
NEW YORK, 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 and sealed by one of its Vice Presidents
or one of its Assistant Vice Presidents, and its corporate seal
to be attested by one of its Assistant Vice Presidents, Assistant
Secretaries or Assistant Treasurers, and W.T. CUNNINGHAM, for all
like purposes, has hereunto set his hand and affixed his seal, as
of the day and year first above written.
THE MONTANA POWER COMPANY
By: /s/ J.P. Pederson
Vice President
Attest:
/s/ R.M. Ralph
Assistant Secretary
Executed, sealed and delivered by
THE MONTANA POWER COMPANY in the presence of:
/s/ W.C. Verbael
/s/ L.J. O'Farrell
THE BANK OF NEW YORK,
as successor Corporate Trustee
BY: /s/ David G. Sampson
Vice President
Attest:
/s/ Alfia Monastra
Assistant Treasurer
/s/ W.T. Cunningham [L.S.]
W.T. CUNNINGHAM, as successor
Co-Trustee
Executed, sealed and delivered
by THE BANK OF NEW YORK and
W.T. CUNNINGHAM in the presence of:
/s/ Helen M. Cotiaux
/s/ Robert F. McIntyre
STATE OF MONTANA )
) ss.:
COUNTY OF SILVER BOW )
On this 5th day of August, in the year 1994, before me,
Susan Hawke, a Notary Public in and for the State of Montana,
personally came and appeared J.P. Pederson, to me known and known
to me to be a Vice President of THE MONTANA POWER COMPANY, the
corporation that executed the within instrument, and acknowledged
to me that such corporation executed the same, and being by me
duly sworn, did depose and say that he resides at 1829 Utah
Avenue, Butte, Montana; that he is a Vice President of THE
MONTANA POWER COMPANY, the corporation described in and which
executed the within and above instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name
thereto by like order.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my official seal the day and year in this certificate
first above written.
/s/ Susan Hawke
Susan Hawke
Notary Public, State of Montana
Residing at Butte, Montana
My Commission Expires June 1, 1996
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 5th day of August, 1994, before me, W. Cassels, a
Notary Public in and for the State of New York, personally came
and appeared David G. Sampson, to me known and known to me to be
a Vice President of THE BANK OF NEW YORK, the corporation that
executed the within instrument, and acknowledged to me that such
corporation executed the same, and, being by me duly sworn, did
depose and say that he resides at 220 Hulls Hill Rd., Southbury,
Connecticut; that he is a Vice President of THE BANK OF NEW YORK,
the corporation described in and which executed the within and
above instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like
authority.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my official seal the day and year in this certificate
first above written.
/s/ W. J. Cassels
WILLIAM J. CASSELS
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Certificate Filed in New York
County
Commission Expires May 16, 1996
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 5th day of August, in the year 1994, before me,
W. Cassels, a Notary Public in and for the State of New York,
personally came and appeared W.T. CUNNINGHAM, known to me to be
one of the persons described in and who executed the within
instrument, and whose name is subscribed thereto, and
acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my official seal the day and year in this certificate
first above written.
/s/ W. J. Cassels
WILLIAM J. CASSELS
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Certificate Filed in New York
County
Commission Expires May 16, 1996