EXHIBIT 4(V)
ALLETE
(LEGALLY INCORPORATED AS MINNESOTA POWER, INC.)
OFFICER'S CERTIFICATE
, the of ALLETE (legally incorporated as Minnesota
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Power, Inc.) (the "Company"), pursuant to the authority granted in the Board
Resolutions of the Company dated , 200 , and Sections 201, 301 and 1601
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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 ,
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20 (the "Indenture") that:
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1. The Securities of the series to be issued under the Indenture
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shall be designated [" % Junior Subordinated Debentures, Series "
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(the "Debentures of the Series"). The Debentures of the
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Series are to be issued to The Bank of New York, as Property
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Trustee (the "Property Trustee") of [Name of Trust], a Delaware
statutory business trust (the "Trust"). All capitalized terms used in
this certificate which are not defined herein but are defined in the
form of Debentures of the Series attached hereto as Exhibit A
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shall have the meanings set forth in such Exhibit A; all other
capitalized terms used in this certificate which are not defined
herein or in Exhibit A hereto but are defined in the Indenture shall
have the meanings set forth in the Indenture;
2. The Debentures of the Series shall mature and the principal
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shall be due and payable together with all accrued and unpaid interest
thereon on , ;
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3. The Debentures of the Series shall bear interest as provided
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in the form of the Debentures of the Series thereof set forth
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in Exhibit A hereto;
4. The principal (and premium, if any) and each installment of interest
on the Debentures of the Series shall be payable at the
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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 by wire
transfer to an account designated by the person entitled thereto.
Notices and demands to or upon the Company in respect of the
Debentures of the Series may be served at the office or
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agency of the Company in The City of New York. The Corporate Trust
Office of the Trustee will initially be the agency of the Company for
such payment and service of notices and demands and the Company hereby
appoints The Bank of New York as its agent for all such purposes;
provided, however, that the Company reserves the right to change, by
one or more Officer's Certificates supplemental to this Officer's
Certificate, any such place or the Security Registrar or the Paying
Agent;
5. [The Debentures of the Series will be redeemable at the
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option of the Company on or after , , at any time in
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whole and from time to time in part, upon not less than 30 nor more
than 60 days' notice given as provided in the Indenture, at a
Redemption Price equal to 100% of the principal amount thereof plus
accrued and unpaid interest thereon to the Redemption Date.]
[If at any time a Tax Event (as defined below) shall occur and be
continuing and either (i) in the opinion of counsel to the Company
experienced in such matters, there would in all cases, after effecting
the termination of the Trust, after satisfaction of liabilities to
creditors of the Trust, if any, as provided by applicable law, and the
distribution of the Debentures of the Series to the holders
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of the Preferred Trust Securities issued by the Trust (the "Preferred
Trust Securities"), in exchange therefor, be more than an
insubstantial risk that an Adverse Tax Consequence (as defined below)
would continue to exist or (ii) the Debentures of the Series
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are not held by the Trust, then the Company shall have the right to
redeem the Debentures of the Series, in whole but not in
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part, at any time within 90 days following the occurrence of the Tax
Event, at 100% of the principal amount thereof plus accrued and unpaid
interest thereon 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 (a) any amendment to, clarification of, or change
(including any announced prospective change) in, the laws or treaties
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation,
(b) any judicial decision or any official administrative
pronouncement, ruling, regulatory procedure, notice or announcement
(including any notice or announcement of intent to issue or adopt any
such administrative pronouncement, ruling, regulatory procedure or
regulation) (each, an "Administrative Action"), or (c) any amendment
to, clarification of, or change in the official position or the
interpretation of any such Administrative Action or judicial decision
or any interpretation or pronouncement that provides for a position
with respect to such Administrative Action or judicial decision that
differs from the theretofore generally accepted position, in each case
by any legislative body, court, governmental authority or regulatory
body, irrespective of the time or manner in which such amendment,
clarification or change is introduced or made known, which amendment,
clarification, or change is effective, which Administrative Action is
taken or which judicial decision is issued, in each case on or after
the date of issuance of the Preferred Trust Securities, there is more
than an insubstantial risk that (i) the Trust is, or will be, subject
to United States federal income tax with respect to interest received
on the Debentures of the Series, (ii) interest payable by the
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Company on the Debentures of the Series is not, or will not
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be, fully deductible by the Company for United States federal income
tax purposes, or (iii) the Trust is, or will be, subject to more than
a de minimis amount of other taxes, duties or other governmental
charges (each of the circumstances described in clauses (i), (ii) or
(iii) being an "Adverse Tax Consequence"); ]
6. So long as any Debentures of the Series are Outstanding, the
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failure of the Company to pay interest on any Debentures of the
Series within 30 days after the same becomes due and payable
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(whether or not payment is prohibited by the provisions of Article
Fifteen of the Indenture) shall constitute an Event of Default;
provided, however, that a valid extension of the interest payment
period by the Company as contemplated in Section 311 of the Indenture
and paragraph (7) of this Certificate shall not constitute a failure
to pay interest for this purpose;
7. Pursuant to Section 311 of the Indenture the Company shall have the
right, at any time and from time to time during the term of the
Debentures of the Series, so long as the Company is not in
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default in the payment of interest on the Securities of any series
under the Indenture, to extend the interest payment period to a period
not exceeding 20 consecutive quarterly periods (an "Extension Period")
during which period interest (calculated for each Interest Period in
the manner provided for in Exhibit A hereto, as if the interest
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payment period had not been so extended) will be compounded quarterly.
At the end of the Extension Period, the Company shall pay all interest
accrued and unpaid (together with interest thereon at the rate
specified for the Debentures of the Series, compounded
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quarterly, to the extent permitted by applicable law). However, during
any such Extension Period, the Company shall not declare or pay any
dividend or distribution (other than dividends or distributions paid
in common stock of the Company) on, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of its capital stock,
repurchase or redeem any indebtedness that is pari passu with or
subordinated to the Debentures of the Series, or make any
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guarantee payments with respect to the foregoing ("Restricted
Payments").
Prior to the termination of any such Extension Period, the Company may
further extend the interest payment period, provided that such
Extension Period together with all such previous and further
extensions thereof shall not exceed 20 consecutive quarterly periods
at any one time or extend beyond the Maturity of the Debentures of the
Series. Any Extension Period with respect to payment of
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interest on the Debentures of the Series, or any extended
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interest payment period in respect of similar securities will apply to
the Debentures of the Series and all such securities and will
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also apply to distributions with respect to the Preferred Trust
Securities and all other securities with terms substantially the same
as the Preferred Trust Securities. Upon the termination of any such
Extension Period and the payment of all amounts then due, including
interest on deferred interest payments, the Company may elect to begin
a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period, except at the end
thereof. The Company will give the Trust and the Trustee notice of its
election of an Extension Period before the Business Day prior to the
record date for the distribution which would occur but for such
election and will cause the Trust to send notice of such election to
the holders of Preferred Trust Securities;
8. At any time, the Company will have the right to dissolve the Trust
and, after satisfaction of liabilities to creditors, if any, of the
Trust as provided by applicable law, cause the Debentures of the
Series to be distributed to the holders of the Preferred
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Trust Securities;
9. So long as any Securities are outstanding under the Indenture, the
Company shall not make any Restricted Payments at any time the Company
is in default under the Guarantee with respect to the Trust or is in
default with respect to payments due on any Outstanding Securities;
10. In the event that, at any time subsequent to the initial
authentication and delivery of the Debentures of the Series,
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the Debentures of the Series are to be held in global form by
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a securities depositary, the Company may at such time 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 Series; provided, however,
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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 the exchange or transfer;
12. If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Debentures of the Series, or
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any portion of the principal amount thereof, as contemplated by
Section 701 of the Indenture, the Company shall not deliver an
Officer's Certificate described in clause (z) in the first paragraph
of said Section 701 unless the Company shall also deliver to the
Trustee, together with such Officer's Certificate, either:
(A) an instrument wherein the Company, notwithstanding the
satisfaction and discharge of its indebtedness in respect of the
Debentures of the Series, shall assume the obligation (which
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shall be absolute and unconditional) to irrevocably deposit with the
Trustee or Paying Agent such additional sums of money, if any, or
additional Eligible Obligations (meeting the requirements of Section
701), if any, or any combination thereof, at such time or times, as
shall be necessary, together with the money and/or Eligible
Obligations theretofore so deposited, to pay when due the principal of
and premium, if any, and interest due and to become due on such
Debentures of the Series or portions thereof, all in
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accordance with and subject to the provisions of said Section 701;
provided, however, that such instrument may state that the obligation
of the Company to make additional deposits as aforesaid shall be
subject to the delivery to the Company by the Trustee of a notice
asserting the deficiency accompanied by an opinion of an independent
public accountant of nationally recognized standing, selected by the
Trustee, showing the calculation thereof; or
(B) an Opinion of Counsel, to the effect that, as a result of a
change in law occurring after the date of this certificate, the
Holders of such Debentures of the Series, or portions of the
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principal amount thereof, will not recognize income, gain or loss for
United States federal income tax purposes as a result of the
satisfaction and discharge of the Company's indebtedness in respect
thereof and will be subject to United States federal income tax on the
same amounts, at the same times and in the same manner as if such
satisfaction and discharge had not been effected;
13. The Trustee, the Security Registrar and the Company will have no
responsibility under the Indenture for transfers of beneficial
interests in the Debentures of the Series and, if and to the
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extent that the Debentures of the Series are held by a depository,
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for any depository records of beneficial interests or for any
transactions between the depository and beneficial owners;
14. The Debentures of the Series shall have such other terms and
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provisions as are provided in the form thereof set forth in Exhibit A
hereto, and shall be issued in substantially such form;
15. The undersigned has read all of the covenants and conditions contained
in the Indenture and the definitions in the Indenture relating
thereto, relating to the issuance of the Debentures of the
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Series and in respect of compliance with which this certificate is
made;
16. 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;
17. 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 as to whether or not such covenants and conditions
have been complied with; and
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18. In the opinion of the undersigned, such conditions and covenants and
conditions precedent, if any, provided for in the Indenture (including
any covenants compliance with which constitutes a condition precedent)
relating to the authentication and delivery of $ aggregate
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principal amount of the Debentures of the Series requested in
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the accompanying Company Order , have been complied with.
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IN WITNESS WHEREOF, I have executed this Officer's Certificate this
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day of , 200 .
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EXHIBIT A
NO.
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CUSIP NO.
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[FORM OF FACE OF JUNIOR SUBORDINATED DEBENTURE]
[(SEE LEGEND AT THE END OF THIS SECURITY FOR
RESTRICTIONS ON TRANSFERABILITY AND CHANGE OF FORM)]
ALLETE
(LEGALLY INCORPORATED AS MINNESOTA POWER, INC.)
[FORM OF FACE OF JUNIOR SUBORDINATED DEBENTURE]
ALLETE (legally incorporated as MINNESOTA POWER, INC.), a corporation duly
organized and existing under the laws of the State of Minnesota (herein referred
to as the "Company", which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received, hereby
promises to pay to The Bank of New York, as Property Trustee under [Name of
Trust], a Delaware statutory business trust, or registered assigns, the
principal sum of Dollars ($ ) on ,
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(except as hereinafter provided) and, except as hereinafter provided, to pay
interest on said principal sum, from and including the date of original
issuance, but if interest has been paid on this Security, then from, and
including, the most recent Interest Payment Date to which interest has been paid
or duly provided for, quarterly in arrears on , , and
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of each year (each an "Interest Payment Date"), commencing
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, at the rate of % per annum, plus Additional Interest, if
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any, until the principal hereof is paid or made available for payment. The
amount of interest payable on any Interest Payment Date shall be computed on the
basis of a 360-day year of twelve 30-day months. In the event that any Interest
Payment Date is not a Business Day, then payment of interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of such delay), in each case
with the same force and effect as if made on such Interest Payment Date. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the 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 fifteenth day (whether or not a Business Day) preceding such Interest
Payment Date; provided, however, that if the Securities of this series are held
by a securities depositary in a book-entry only form, the Regular Record Date
will be one Business Day preceding the corresponding Interest Payment Date; and
provided further that interest payable at Maturity will be paid to the Person to
whom principal is paid. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture referred to on the reverse hereof.
Payment of the principal of (and premium, if any) and interest on this
Security will be made upon presentation at the office or agency of the Company
maintained for that purpose in The City of New York, the State 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 by wire transfer to an account
designated by the Person entitled thereto.
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.
ALLETE
(legally incorporated as MINNESOTA POWER, INC.)
By:
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ATTEST:
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[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:
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Authorized Signatory
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[FORM OF REVERSE OF JUNIOR SUBORDINATED 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 (For Unsecured Subordinated Debt Securities relating
to Trust Securities), dated as of (herein, together with any amendments
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thereto, called the "Indenture", which term shall have the meaning assigned to
it in such instrument), between the Company and The Bank of New York, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture, including the
Board Resolutions and Officer's Certificate filed with the Trustee on
, 200 (the "Officer's Certificate"), creating the series designated
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on the face hereof, 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 are, and
are to be, authenticated and delivered.
[This Security will be redeemable at the option of the Company on or
after , , at any time in whole and from time to time in part,
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upon not less than 30 nor more than 60 days' notice given as provided in the
Indenture, at a Redemption Price equal to 100% of the principal amount thereof
plus accrued and unpaid interest hereon, including Additional Interest, if any,
to the Redemption Date.
If at any time a Tax Event (as defined below) shall occur and be
continuing and either (i) in the opinion of counsel to the Company experienced
in such matters, there would in all cases, after effecting the termination of
the Trust, after satisfaction of liabilities to creditors of the Trust, if any,
as provided by applicable law, and the distribution of this Security to the
holders of the Preferred Trust Securities of the Trust (the "Preferred Trust
Securities"), in exchange therefor, be more than an insubstantial risk that an
Adverse Tax Consequence (as defined below) would continue to exist or (ii) this
Security is not held by [Name of Trust], a Delaware statutory business trust
(the "Trust"), then the Company shall have the right to redeem this Security, in
whole but not in part, at any time within 90 days following the occurrence of
the Tax Event, at 100% of the principal amount thereof plus accrued and unpaid
interest hereon, 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 (a) any amendment to, clarification of, or change (including any announced
prospective change) in, the laws or treaties (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein affecting taxation, (b) any judicial decision or any official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement (including any notice or announcement of intent to issue or adopt
any such administrative pronouncement, ruling, regulatory procedure or
regulation) (each, an "Administrative Action"), or (c) any amendment to,
clarification of, or change in the official position or the interpretation of
any such Administrative Action or judicial decision or any interpretation or
pronouncement that provides for a position with respect to such Administrative
Action or judicial decision that differs from the theretofore generally accepted
position, in each case by any legislative body, court, governmental authority or
regulatory body, irrespective of the time or manner in which such amendment,
clarification or change is introduced or made known, which amendment,
clarification, or change is effective, which Administrative Action is taken or
which judicial decision is issued, in each case on or after the date of issuance
of the Preferred Trust Securities, there is more than an insubstantial risk that
(i) the Trust is, or will be, subject to United States federal income tax with
respect to interest received on this Security, (ii) interest payable by the
Company on this Security is not, or will not be, fully deductible by the Company
for United States federal income tax purposes, or (iii) the Trust is, or will
be, subject to more than a de minimis amount of other taxes, duties or other
A-3
governmental charges (each of the circumstances described in clauses (i), (ii)
or (iii) being an "Adverse Tax Consequence").
Interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of such Security, or one or more
Predecessor Securities, of record at the close of business on the related
Regular Record Date referred to on the face hereof, all 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.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance with certain conditions set
forth in the Indenture including the Officer's Certificate described above.
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.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected. The Indenture contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Securities of all series then Outstanding to waive compliance by the Company
with certain provisions of the Indenture. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in aggregate
principal amount of the Securities of all series at the time Outstanding in
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respect of which an Event of Default shall have occurred and be continuing shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of all series at the time Outstanding
in respect of which an Event of Default shall have occurred and be continuing a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
Pursuant to Section 311 of the Indenture so long as the Company is not
in default in the payment of interest on the Securities of any series under the
Indenture, the Company shall have the right, at any time and from time to time
during the term of the Securities of this series, to extend the interest payment
period to a period not exceeding 20 consecutive quarterly periods (an "Extension
Period") during which period interest (calculated for each Interest Period (as
defined in the Officer's Certificate) in the manner provided for on the face
hereof, as if the interest payment period had not been so extended) will be
compounded quarterly. At the end of the Extension Period, the Company shall pay
all interest accrued and unpaid hereon (together with interest thereon at the
rate specified for the Securities of this series, compounded quarterly, to the
extent permitted by applicable law) and Additional Interest, if any; provided,
however, that during any such Extension Period, the Company shall not declare or
pay any dividend or distribution (other than a dividend or distribution in
common stock of the Company) on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock, make any payment
of principal, interest or premium, if any, on or repay, repurchase or redeem any
indebtedness that is pari passu with or subordinated to the Securities of this
series, or make any guarantee payments with respect to the foregoing
("Restricted Payments"). Prior to the termination of any such Extension Period,
the Company may further extend the interest payment period, provided that such
Extension Period together with all such previous and further extensions thereof
shall not exceed 20 consecutive quarterly periods at any one time or extend
beyond the Maturity of the Securities of this series. Any Extension Period with
respect to payment of interest on the Securities of this series, or any extended
interest payment period in respect of similar securities (including all
Securities issued under the Indenture) will apply to the Securities of this
series and all such securities and will also apply to distributions with respect
to the Preferred Trust Securities and all other securities with terms
substantially the same as the Preferred Trust Securities. Upon the termination
of any such Extension Period and the payment of all amounts then due, including
interest on deferred interest payments, the Company may elect to begin a new
Extension Period, subject to the above requirements. No interest shall be due
and payable during an Extension Period, except at the end thereof. The Company
shall give the Trustee notice of its election of an Extension Period before the
Business Day prior to the record date for the distribution which would occur but
for such election.
The Securities of this series are issuable only in registered form
without coupons in denominations of $ and any integral multiple thereof. As
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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.
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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 and in the Officer's
Certificate establishing the terms of the Securities of this series.
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