Exhibit 4(f)
THE MONTANA POWER COMPANY
OFFICER'S CERTIFICATE
________________, the _______________ of The Montana Power Company
(the "Company"), pursuant to the authority granted in the Board Resolutions
of the Company dated ____________, 1996, and Sections 102, 201 and 301 of
the Indenture defined herein, does hereby certify to The Bank of New York
(the "Trustee"), as Trustee under the Indenture of the Company (For
Unsecured Subordinated Debt Securities relating to Trust Securities) dated
as of ________________ (the "Indenture") that:
1. The securities of the first series to be issued under the
Indenture shall be designated "Junior Subordinated Deferrable
Interest Debentures, ____% Series due ____" (the "Debentures of
the First Series"). The Debentures of the First Series are to be
issued in the name of The Bank of New York, as property trustee
(the "Property Trustee"), pursuant to the Amended and Restated
Trust Agreement dated as of _______________ (the "Trust
Agreement") relating to Montana Power Capital I, a Delaware
statutory business trust (the "Trust"), on behalf of the Trust;
2. The aggregate principal amount of the Debentures of the First
Series shall be limited to $__________ at any time Outstanding,
except as contemplated in Section 301(b) of the Indenture;
3. The Stated Maturity of the principal of the Debentures of the
First Series shall be ____________, ____;
4. The Debentures of the First Series shall bear interest until the
principal thereof shall be paid or made available for payment at
the rate of ____% per annum payable quarterly in arrears on March
31, June 30, September 30 and December 31 of each year (each, an
"Interest Payment Date"), commencing _________, 1996. Interest
on the Debentures of the First Series will accrue from, and
including, the date of original issuance and will accrue to, and
including, the first Interest Payment Date, and, for each
subsequent Interest Payment Date, will accrue from, and
excluding, the last Interest Payment Date through which interest
has been paid or duly provided for to, and including, such
Interest Payment Date;
5. The Regular Record Date for the payment of each installment of
interest on the Debentures of the First Series shall be the
Business Day next preceding the corresponding Interest Payment
Date; provided, however, that if the Debentures of the First
Series are held neither by the Trust nor by a securities
depositary, the Company shall have the right to change the
Regular Record Date by an Officer's Certificate;
6. In accordance with Section 312 of the Indenture, the Company, by
written notice given as provided below, may extend and re-extend
the duration of any interest payment period to a maximum duration
of the lesser of 20 consecutive quarters or the period ending on
the Maturity of the Debentures of the First Series (an "Extension
Period"), during which period interest will be compounded
quarterly. Prior to the termination of the Extension Period, the
Company may, and at the end of the Extension Period the Company
shall, pay all interest accrued and unpaid (together with
interest thereon at the annual rate of _____% to the extent
permitted by applicable law). Upon such payment in full, such
extension period shall terminate. However, during any such
Extension Period, the Company may not (i) declare or pay any
dividends or distributions, on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of its capital
stock (other than dividends or distributions in common stock of
the Company), or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem, or make any
sinking fund payment with respect to, any indebtedness that is
pari passu with or junior in interest to the Debentures of the
First Series, or make any guarantee payments with respect to such
indebtedness. At least one Business Day prior to the earlier of
(i) any date on which distributions on the _____% Cumulative
Quarterly Income Preferred Securities of the Trust ("Preferred
Securities") shall be payable or (ii) any date on which an
Administrative Trustee (as defined in the Trust Agreement) shall
be required to give notice to the New York Stock Exchange or
other applicable self-regulatory organization or to holders of
the Preferred Securities of the record date or the date such
distribution shall be payable, but in any event not less than one
Business Day prior to such date, the Company shall give the
Property Trustee, the Administrative Trustees and the Trustee
written notice of each election by the Company to extend or re-
extend the duration of any interest payment period and the
duration of such extension or re-extension;
7. (i) The principal and each installment of interest on the
Debentures of the First Series shall be payable, (ii)
registration of transfers and exchanges in respect of the
Debentures of the First Series may be effected, and (iii) notices
and demands to or upon the Company in respect of the Debentures
of the First Series and the Indenture be served, at the office or
agency of the Company in The City of New York; provided that
payment of interest may be made at the option of the Company by
check mailed to the address of the persons entitled thereto or,
with respect to a registered holder of $1,000,000 or more
aggregate principal amount of the Debentures of the First Series
who had delivered a written request to the Trustee at least 14
days prior to the relevant Interest Payment Date electing to have
payments by wire transfer to a designated account in the United
States, by wire transfer of immediately available funds to such
designated account. The Trustee initially will be the agency of
the Company for such service of notices and demands. The Company
initially will be the Security Registrar and the Paying Agent for
the Debentures of the First Series;
8. The Debentures of the First Series will be redeemable on or after
_______ at the option of the Company, at any time and from time
to time, in whole or in part, at a redemption price equal to 100%
of the principal amount of the Debentures of the First Series
being redeemed, together with any accrued and unpaid interest,
including Additional Interest, if any, to the redemption date;
provided, however, that the Company may not redeem less than all
the Debentures of the First Series Outstanding unless all accrued
and unpaid interest has been paid in full (or duly provided for)
on all Debentures of the First Series for all quarterly interest
periods terminating on or prior to the date of redemption;
9. The Debentures of the First Series also will be redeemable at the
option of the Company upon the occurrence and during the
continuation of a Tax Event or an Investment Company Event, in
whole, but not in part, on any date within 90 days of the
occurrence of such Tax Event or an Investment Company Event, at a
redemption price equal to 100% of the principal amount of the
Debentures of the First Series then Outstanding, together with
any accrued and unpaid interest, including Additional Interest,
if any, to the redemption date. "Tax Event" means the receipt by
the Trust or the Company of an opinion of counsel experienced in
such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein
affecting taxation, or as a result of any official administrative
or judicial pronouncement or decision interpreting or applying
such laws or regulations, which amendment or change shall become
effective or which pronouncement or decision shall be announced
on or after the date of original issuance of the Preferred
Securities, there is more than an insubstantial risk that (i) the
Trust is, or within 90 days of the date thereof, will be, subject
to Federal income tax with respect to income received or accrued
on the Debentures of the First Series, (ii) interest payable by
the Company on the Debentures of the First Series is not, or
within 90 days of the date thereof, will not be, fully deductible
by the Company for Federal income tax purposes, or (iii) the
Trust is, or within 90 days of the date thereof, will be, subject
to more than a de minimis amount of other taxes, duties or other
governmental charges. "Investment Company Event" means the
receipt by the Trust of an opinion of counsel, rendered by a law
firm having a recognized national tax and securities practice, to
the effect that as a result of the occurrence of a change in law
or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency
or regulatory authority, the Trust is or will be considered an
"investment company" that is required to be registered under the
Investment Company Act of 1940, as amended, which change in law,
regulation, interpretation or application shall become effective
on or after the date of original issuance of the Preferred
Securities.
10. In the event that, at any time subsequent to their initial
authentication and delivery, the Debentures of the First Series
are to be held by a securities depositary, the Company, at such
time, may establish the matters contemplated in clause (r) in the
second paragraph of Section 301 of the Indenture in an Officer's
Certificate supplemental to this Certificate;
11. No service charge shall be made for the registration of transfer
or exchange of the Debentures of the First Series; provided,
however, that the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed
in connection with their exchange or transfer;
12. The Debentures of the First Series shall have such other terms
and provisions as are provided in the form set forth in Exhibit A
hereto, and shall be issued in substantially such form;
13. The undersigned has read all of the covenants and conditions
contained in the Indenture relating to the issuance of the
Debentures of the First Series and the definitions in the
Indenture relating thereto and in respect of which this
certificate is made;
14. The statements contained in this certificate are based upon the
familiarity of the undersigned with the Indenture, the documents
accompanying this certificate, and upon discussions by the
undersigned with officers and employees of the Company familiar
with the matters set forth herein;
15. In the opinion of the undersigned, he has made such examination
or investigation as is necessary to enable the undersigned to
express an informed opinion whether or not such covenants and
conditions have been complied with; and
16. In the opinion of the undersigned, such conditions and covenants
and conditions precedent, if any (including any covenants
compliance with which constitutes a condition precedent) to the
authentication and delivery of the Debentures of the First Series
requested in the accompanying Company Order have been complied
with.
All capitalized terms used in this Certificate which are not
defined herein but are defined in the Indenture shall have the meanings set
forth in the Indenture.
IN WITNESS WHEREOF, I have executed this Officer's Certificate this
____ day of _________________, ____.
________________________________________
Name: [Authorized Officer]
Title:
NO. R-1
EXHIBIT A
[FORM OF FACE OF DEFERRABLE INTEREST JUNIOR SUBORDINATED DEBENTURE]
THE MONTANA POWER COMPANY
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES,
____% SERIES DUE _____
THE MONTANA POWER COMPANY, a corporation duly organized and existing
under the laws of the State of Montana (herein referred to as the
"Company"), for value received, hereby promises to pay to
____________________________________, or registered assigns, the principal
sum of ____________________ Dollars on ____________, ____, and, except as
hereinafter provided, to pay interest on said principal sum from, and
including, _________, 1996 or from, and excluding, the most recent Interest
Payment Date through which interest has been paid or duly provided for,
quarterly on March 31, June 30, September 30 and December 31 of each year,
commencing _________, 1996, at the rate of ____% per annum, plus Additional
Interest, if any, until the principal hereof shall be paid or made
available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the Business Day next
preceding such Interest Payment Date.
Payment of the principal of, and premium, if any, and interest
on, this Security will be made at the office or agency of the Company
maintained for that purpose in The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that, at
the option of the Company, interest on this Security may be paid by check
mailed to the address of the person entitled thereto, as such address shall
appear on the Security Register or, with respect to a registered holder of
$1,000,000 or more aggregate principal amount of the Securities of this
series who had delivered a written request to the Trustee at least 14 days
prior to the relevant Interest Payment Date electing to have payments by
wire transfer to a designated account in the United States, by wire
transfer of immediately available funds to such designated account.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.
THE MONTANA POWER COMPANY
By:_______________________________________
ATTEST:
____________________________
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of a series designated pursuant to
the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:_______________________________________
Authorized Signatory
[FORM OF REVERSE OF
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE]
This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in
one or more series under an Indenture, dated as of __________, 1996
(herein, together with any amendments thereto, called the "Indenture"),
between the Company and The Bank of New York, as Trustee (herein called the
"Trustee"), and reference is hereby made to the Indenture, including any
supplemental indenture, Board Resolutions and Officer's Certificate filed
with the Trustee creating the Securities for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities have been, and are to be, authenticated and
delivered. These Securities are limited in aggregate principal amount to
$___________.
The Securities of this series are subject to redemption upon not
less than 30 nor more than 60 days' notice by mail, at any time on or after
______________ as a whole or in part, at the election of the Company, at a
Redemption Price equal to 100% of the principal amount, together with
accrued and unpaid interest, including Additional Interest, to the
Redemption Date.
The Securities of this series also will be redeemable at the
option of the Company if a Tax Event or an Investment Company Event, each
as defined in the Indenture, shall occur and be continuing, in whole, but
not in part, on any date within 90 days of the occurrence of such Tax Event
or Investment Company Event, at a redemption price equal to 100% of the
principal amount of the Securities of this series then Outstanding plus any
accrued and unpaid interest, including Additional Interest, if any, to the
Redemption Date, upon not less than 30 nor more than 60 days' notice given
as provided in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinated and subject in right of payment to
the prior payment in full of all Senior Indebtedness, and this Security is
issued subject to the provisions of the Indenture with respect thereto.
Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided, and (c) appoints
the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such Holder upon said
provisions.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
So long as no Event of Default under the Indenture with respect
to the Securities shall have occurred and be continuing, the Company, by
written notice given as provided below, may extend and re-extend the
duration of any interest payment period to a maximum duration of the lesser
of 20 consecutive quarters or the period ending on the Maturity of the
Debentures (an "Extended Interest Payment Period") during which period
interest will be compounded quarterly. Prior to the termination of the
Extension Period, the Company may, and at the end of the Extension Period
the Company shall, pay all interest accrued and unpaid (together with
interest thereon at the annual rate of _____% to the extent permitted by
applicable law). Upon such payment in full, such extension period shall
terminate. However, during such Extended Interest Payment Period the
Company shall not declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make a liquidation payment with respect to,
any of its capital stock (other than dividends or distributions in common
stock of the Company), or make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem, or make any sinking
fund payment with respect to, any indebtedness that is pari passu with or
junior in interest to the Securities of this series, or make any guarantee
payments with respect to such indebtedness. At least one Business Day
prior to the earlier of (i) the date distributions on the Preferred
Securities are payable and (ii) the date an administrative trustee named in
the Trust Agreement shall be required to give notice to the New York Stock
Exchange or other applicable self-regulatory organization or to holders of
the Preferred Securities of the record date or the date such distributions
are payable, but in any event not less than one Business Day prior to such
record date, the Company shall give the Property Trustee, the
administrative trustees and the Trustee written notice of each election by
the Company to extend or re-extend the duration of any interest payment
period and the duration of such extension or re-extension.
The Securities of this series are issuable only in registered
form without coupons in denominations of $25 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor
and of authorized denominations, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as
the absolute owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.