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200410978 <br />Series C that are Outstanding on such day, and (ii) the denominator of which is the sum <br />of (a) the aggregate principal amount of the First Mortgage Bonds, Collateral (2004) <br />Series C that are Outstanding on such day, plus (b) the aggregate principal amount of the <br />First Mortgage Bonds, Collateral (2004) Series C, due 2014, of the Company (the <br />"Montana Senior Notes Bonds ") that are outstanding on such day under the Company's <br />Montana Mortgage (as defined in the Supplemental Indenture). Simultaneously with <br />issuance and registration of the First Mortgage Bonds, Collateral (2004) Series C in the <br />name of the Senior Note Trustee (for the same purpose), the Montana Senior Notes <br />Bonds were issued to and registered in the name of the Senior Note Trustee, to be owned <br />and held by the Senior Note Trustee under the terms of the Senior Note Indenture as <br />security for the payment of the principal of, premium (if any) and interest on the Senior <br />Notes. <br />Redemption <br />First Mortgage Bonds, Collateral (2004) Series C, of which this Bond is one, shall <br />be subject to redemption as follows (but shall not otherwise be or become subject to <br />redemption, whether at the option of the holders thereof or the Company or pursuant to <br />any other requirements or provisions of the Indenture): (A) on each day on which Senior <br />Notes become due and payable in accordance with Section 405 of the Senior Note <br />Indenture by reason of redemption in accordance with the Senior Note Indenture (a <br />"Senior Notes Redemption Payment Date "), First Mortgage Bonds, Collateral (2004) <br />Series C shall be subject to mandatory redemption by the Company in an aggregate <br />principal amount equal to the Senior Notes Applicable Share of the aggregate principal <br />amount of the Senior Notes that become so due and payable on such Senior Notes <br />Redemption Payment Date (a "Corresponding Redemption "); and (B) on each day on <br />which the Senior Notes become due and payable in accordance with Section 702 of the <br />Senior Note Indenture by reason of acceleration of the Senior Notes in accordance with <br />the Senior Note Indenture (a "Senior Notes Acceleration Payment Date "), the entire <br />aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series C shall <br />be subject to mandatory redemption by the Company (an "Acceleration Redemption "); in <br />each case, without any necessity for notice or call by the Company or by the Trustee <br />(such notice and call being waived by the registered owners of the First Mortgage Bonds, <br />Collateral (2004) Series C by the acceptance of the First Mortgage Bonds, Collateral <br />(2004) Series C and in connection with each Redemption Demand hereinafter described); <br />provided, however, that in the event of a rescission or annulment of the acceleration of <br />the Senior Notes pursuant to the Senior Note Indenture, the related Acceleration <br />Redemption shall be deemed to be rescinded or annulled (without prejudice to the <br />occurrence of another Acceleration Redemption upon and by reason of a subsequent <br />acceleration of the Senior Notes in accordance with the Senior Note Indenture). <br />Each Corresponding Redemption of First Mortgage Bonds, Collateral (2004) <br />Series C on a Senior Notes Redemption Payment Date shall be at a redemption price <br />equal to the redemption price payable in connection with the redemption of Senior Notes <br />NY55/405431.7 C -3 <br />