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Exhibit 4.4
COLSTRIP 2000 PASS THROUGH TRUST
8.903% Pass Through
Certificate
CUSIP:
Final Distribution Date: July 20, 2020
evidencing a fractional undivided interest in a trust, the
property of which includes certain notes secured by
certain property leased to PPL Montana, LLC.
Certificate No. $338,000,000 Fractional Undivided Interest
THIS CERTIFIES THAT Cede and Co., for value received, is the
registered owner of a $338,000,000 (Three Hundred Thirty-Eight Million dollars)
Fractional Undivided Interest in the Colstrip 2000 Pass Through Trust (the "Pass
Through Trust") created pursuant to a Pass Through Trust Agreement, dated as of
July 13, 2000 (the "Agreement") between PPL Montana, LLC, a Delaware limited
liability company (the "Company"), and The Chase Manhattan Bank, as trustee (the
"Pass Through Trustee"), a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as "8.903% Pass Through Certificates" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. The property of the Pass Through Trust includes certain Lessor
Notes (the "Trust Property"). The Lessor Notes are secured by a security
interest in certain undivided interests in the Facility, and liability
thereunder is limited to the income and proceeds of such security.
Subject to and in accordance with the terms of the Agreement,
from funds then available to the Pass Through Trustee, there will be distributed
on each January 2 and July 2 (a "Distribution Date"), commencing on January 2,
2001, to the person in whose name this Certificate is registered at the close of
business on the day of the month which is fifteen days preceding the
Distribution Date, an amount in respect of the Scheduled Payments on the Lessor
Notes due on such Distribution Date, the receipt of which has been confirmed by
the Pass Through Trustee, equal to the product of the percentage interest in the
Pass Through Trust evidenced by this Certificate and an amount equal to the sum
of such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Lessor Notes are received
by the Pass Through Trustee, from funds then available to the Pass Through
Trustee, there shall be distributed on the applicable Special Distribution Date,
to the Person in whose name this Certificate is registered at the close of
business on the day of the month which is fifteen days preceding the Special
Distribution Date, an amount in respect of such Special Payments on the Lessor
Notes, the receipt of which has been confirmed by the Pass Through Trustee,
equal to the product of the percentage interest in the Pass Through Trust
evidenced by this Certificate and an amount equal to the sum of such Special
Payments so
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received. The Special Distribution Date shall be determined as provided in the
Agreement. If a Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day. The
Pass Through Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Holders of the Certificates.
Distributions on this Certificate will be made by the Pass
Through Trustee (i) if (A) The Depository Trust Company ("DTC") is the
Certificateholder of record of this Certificate, or (B) a Certificateholder
holds a Certificate or Certificates in an aggregate amount greater than
$10,000,000, or (C) a Certificateholder holds a Certificate or Certificates in
an aggregate amount greater than $1,000,000 and so requests to the Pass Through
Trustee, by wire transfer in immediately available funds to an account
maintained by such Certificateholder with a bank, or (ii) if none of the above
apply, by check mailed to such Certificateholder at the address appearing in the
Register, without the presentation or surrender of this Certificate or the
making of any notation hereon. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after notice mailed by the Pass Through Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency of the Pass Through Trustee specified in such notice.
Unless this Certificate is presented by an authorized
representative of DTC to the Company or its agent for registration of transfer,
exchange or payment, and any Certificate issued is registered in the name of
Cede & Co., or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co., or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest
herein.
Each Person who acquires or accepts this Certificate or an
interest herein will be deemed by such acquisition or acceptance to have
represented and warranted that either: (i) no Plan assets have been used to
purchase this Certificate or an interest herein or (ii) the purchase and holding
of this Certificate or interest herein are either exempt from the prohibited
transaction restrictions of ERISA and the Code pursuant to one or more
prohibited transaction statutory or administrative exemptions or do not
constitute a prohibited transaction under such restrictions of ERISA and the
Code.
This Certificate shall be governed by and construed in accordance
with the law of the State of New York.
Reference is hereby made to the further provisions of this
Certificate 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 Pass Through Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Certificate to be duly executed.
COLSTRIP 2000 PASS THROUGH TRUST
By: The Chase Manhattan Bank,
as Pass Through Trustee
By:
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Name:
Title:
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[Reverse Of Certificate]
The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company, the Pass Through
Company or the Pass Through Trustee or any affiliate thereof. The Certificates
are limited in right of payment, all as more specifically set forth in the
Agreement. All payments or distributions made to Certificateholders under the
Agreement shall be made only from the Trust Property and only to the extent that
the Pass Through Trustee shall have received sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of the
Agreement. Each Holder of this Certificate, by its acceptance hereof, agrees
that it will look solely to the income and proceeds from the Trust Property to
the extent available for distribution to such Holder as provided in the
Agreement. This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby.
A copy of the Agreement may be examined during normal business hours at the
principal office of the Pass Through Trustee, and at such other places, if any,
designated by the Pass Through Trustee, by any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Pass Through Trustee with the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest of the Fractional Undivided Interests evidenced by all
Certificates at the time Outstanding. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Pass Through Trustee in its capacity as
Registrar, or by any successor Registrar, in the Borough of Manhattan, the City
of New York, duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same aggregate Fractional Undivided Interest in the Pass Through Trust will
be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $100,000 Fractional Undivided
Interest and any integral multiples of $1,000 in excess thereof. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Pass Through Trust, as
requested by the Holder surrendering the same.
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No service charge will be made for any such registration of
transfer or exchange, but the Pass Through Trustee shall require payment of an
amount sufficient to cover any tax or charge payable in connection therewith.
The Pass Through Trustee, the Company, the Owner Lessor, the
Registrar and any agent of the Pass Through Trustee or the Registrar may treat
the person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Pass Through Trustee, the Company, the Owner
Lessor, the Registrar nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement and
the Pass Through Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.
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FORM OF PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned Agreement.
THE CHASE MANHATTAN BANK,
as Pass Through Trustee
By:
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Name:
Title: