AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment") to the Rights Agreement,
effective as of March 2, 1999, amends that certain Rights Agreement (the
"Rights Agreement"), dated as of June 6, 1989, between The Montana Power
Company, a Montana corporation (the "Company"), and First Chicago Trust
Company of New York, a division of EquiServe, a New York corporation
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in the manner set forth herein; and
WHEREAS, this Amendment was authorized by the Board of Directors
of the Company at a meeting held on January 26, 1999.
NOW THEREFORE, in consideration of the mutual covenants and
agreements contained in this Amendment, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended and
restated to read in its entirety as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and Associates
(as such
terms are hereinafter defined) of such Person, shall be the Beneficial Owner
(as such term
is hereinafter defined) of 20% or more of the Voting Shares (as such term is
hereinafter
defined) then outstanding but shall not include the Company, any Subsidiary (as
such
term is hereinafter defined) of the Company or any employee benefit plan of the
Company or any Subsidiary of the Company, or any Person who would otherwise be
an
Acquiring Person solely because of such Person's holding Voting Shares for or
pursuant
to the terms of any such plan. Notwithstanding the foregoing no Person shall
be
deemed
to be an Acquiring Person: (i) as the result of an acquisition of Common
Shares by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such
Person to 20% or more of the Common Shares of the Company then outstanding;
provided, however, that if such Person shall become the Beneficial Owner of
20% or more of the Common Shares of the Company then outstanding by reason of
share purchases by the Company and shall,
after
such share purchases by the Company become the Beneficial Owner of any
additional
Common Shares of the Company, then such Person shall be deemed to be an
Acquiring
Person, or (ii) if within eight days after such Person would otherwise become
an Acquiring Person (but for the operation of this clause (ii)), such Person
notifies the Board
of Directors that such Person did so inadvertently and within two days after
such
notification, such Person is the Beneficial Owner of less than 20% of the
outstanding
Common Shares.
2. Section 7(a) of the Rights Agreement is hereby amended and
restated to read in its entirety as follows:
(a) Subject to Section 7(e) hereof, at any time after the Distribution
Date, and at or prior to the earlier of (i) the close of business on June 6,
2009 (the "Final
Expiration Date"), or (ii) the time at which the Rights are redeemed or
exchanged as
provided in Section 23 hereof (the "Redemption Date"), the registered holder of
any
Right Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein, including without limitation any restriction on exercisability
set forth in
or resulting from Xxxxxxx 0, Xxxxxxx 00(x)(xxx), Section 14 and Section 20(j)
hereof) in
whole or in part upon surrender of the Right Certificate, with the form of
election to
purchase and the certificate on the reverse side thereof duly executed, to the
Rights Agent
at the principal office or offices of the Rights Agent designated for such
purpose, together
with payment of the Purchase Price for each one one-hundredths of a Preferred
Share as
to which the Rights are exercised.
3. Section 7(b) of the Rights Agreement is hereby amended and
restated to read in its entirety as follows:
(b) The purchase price for each one-hundredths of a Preferred Share
pursuant to the exercise of a Right (the "Purchase Price") shall initially be
$200, shall be
subject to adjustment from time to time as provided in Sections 11 and 13 hereof
and shall be payable in accordance with paragraph (c) below.
4. All references in the Rights Agreement to the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended by this Amendment.
5. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original
and all such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the first date above written.
THE MONTANA POWER COMPANY
By: /s/ Xxxxxx X. Gannon_______________
Name:
Title:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxx Gorostiola______________
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Vice President
EXHIBIT 4a
