EXHIBIT 4(D)2
ALLETE
(LEGALLY INCORPORATED AS MINNESOTA POWER, INC.)
OFFICER'S CERTIFICATE
David G. Gartzke, the Senior Vice President - Finance and Chief Financial
Officer of ALLETE (legally incorporated as Minnesota Power, Inc.) (the
"Company"), pursuant to the authority granted in the Board Resolutions of the
Company dated July 19, 2000 and January 18, 2001, and Sections 102, 201 and 301
of the Indenture defined herein, does hereby certify to LaSalle Bank National
Association (the "Trustee"), as Trustee under the Indenture of the Company (For
Unsecured Debt Securities) dated as of February 1, 2001 (the "Indenture") that:
1. The Securities of the first series to be issued under the Indenture
shall be designated "7.80% Senior Notes due February 15, 2008" (the
"Senior Notes of the First Series"). All capitalized terms used in
this certificate which are not defined herein but are defined in the
form of Senior Notes of the First Series attached hereto as Exhibit A
shall have the meanings set forth in such Exhibit A; all other
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;
2. The Senior Notes of the First Series shall mature and the principal
shall be due and payable together with all accrued and unpaid interest
thereon on February 15, 2008;
3. The Senior Notes of the First Series shall bear interest as provided
in the form of the Senior Notes of the First Series set forth in
Exhibit A hereto;
4. The Corporate Trust Office of the Trustee in Chicago, Illinois will be
the place at which (i) the principal (and premium, if any) and each
installment of interest on the Senior Notes of the First Series shall
be payable, (ii) registration and registration of transfers and
exchanges in respect of the Senior Notes of the First Series may be
effected, and (iii) notices and demands to or upon the Company in
respect of the Senior Notes of the First Series may be served; and the
Trustee will be the Security Registrar and the Paying Agent for the
Senior Notes of the First Series; 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 such Paying Agent;
5. The Senior Notes of the First Series shall be redeemable as provided
in the form of the Senior Notes of the First Series set forth in
Exhibit A hereto;
6. The Senior Notes of the First Series will be originally issued in
global form payable to Cede & Co. and will, unless and until the
Senior Notes of the First Series are exchanged in whole or in part for
certificated Senior Notes of the First Series registered in the names
of various beneficial holders thereof (in accordance with the
conditions set forth in the legend appearing in the form of the Senior
Notes of the First Series, set forth in Exhibit A hereto), contain
restrictions on transfer, substantially as described in such form;
7. No service charge shall be made for the registration of transfer or
exchange of the Senior Notes 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 the exchange or transfer;
8. If the Company shall make any deposit of money and/or Government
Obligations with respect to any Senior Notes of the First Series, or
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
Senior Notes of the First Series, shall assume the obligation (which
shall be absolute and unconditional) to irrevocably deposit with the
Trustee or Paying Agent such additional sums of money, if any, or
additional Government 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 Government
Obligations theretofore so deposited, to pay when due the principal of
and premium, if any, and interest due and to become due on such Senior
Notes of the First Series or portions thereof, all in 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 Senior Notes of the First Series, or portions of the
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;
9. The Senior Notes 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;
10. The following clauses of Section 301 of the Indenture are not
applicable to the Senior Notes of the First Series: (b), (h) through
(q), (s) and (u) through (x).
11. The undersigned has read all of the covenants and conditions contained
in the Indenture relating to the issuance of the Senior Notes of the
First Series and the definitions in the Indenture relating thereto and
in respect of which this certificate is made;
12. 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;
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13. In the opinion of the undersigned, he has made such examination or
investigation as is necessary to express an informed opinion whether
or not such covenants and conditions have been complied with; and
14. 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 Senior Notes of the First Series requested in the
accompanying Company Order have been complied with.
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IN WITNESS WHEREOF, I have executed this Officer's Certificate this 21st
day of February, 2001.
/s/ David G. Gartzke
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David G. Gartzke
Senior Vice President - Finance
and Chief Financial Officer
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NO. R-
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CUSIP NO. 018522AC6
[FORM OF FACE OF SENIOR NOTE]
[(SEE LEGEND AT THE END OF THIS SECURITY FOR
RESTRICTIONS ON TRANSFERABILITY AND CHANGE OF FORM)]
ALLETE
(LEGALLY INCORPORATED AS MINNESOTA POWER, INC.)
7.80% SENIOR NOTES DUE FEBRUARY 15, 2008
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 Cede & Co. or registered assigns, the principal sum of
($ ) on February 15, 2008 (the "Maturity
- ------------------------------ ----------
Date"), and to pay interest on said principal sum, semi-annually on February 15
and August 15 of each year (each an "Interest Payment Date"), commencing August
15, 2001, at the rate of 7.80% per annum, plus the Applicable Adjustment Amount,
if any, as provided on the reverse hereof, until the principal hereof is paid or
made available for payment. Interest on the Securities of this series will
accrue from February 21, 2001, to the first Interest Payment Date, and
thereafter will accrue from the last Interest Payment Date to which interest has
been paid or duly provided for. 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 preceding the
corresponding Interest Payment Date; provided, however, that if the Securities
of this series are not held by a securities depository in a book-entry only
form, the Regular Record Date will be the close of business on the 15th calendar
day next preceding such Interest Payment Date. 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 at the corporate trust office of LaSalle Bank National
Association, Chicago, Illinois or at such other office or agency as may be
designated for such purpose by the Company, 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.
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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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
ALLETE
(legally incorporated as MINNESOTA POWER, INC.)
By:
--------------------------------------------
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.
LaSalle Bank National Association, as Trustee
By:
--------------------------------------------
Authorized Signatory
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[FORM OF REVERSE OF SENIOR NOTE]
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 Debt Securities), dated as of February
1, 2001 (herein, together with any amendments thereto, called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and LaSalle Bank National Association, 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 February 21, 2001 creating the
series designated 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 bear interest for each Interest Period (as defined
below) at a rate of 7.80% per annum, except as described below. In the event of
any downgrade of the Company's senior unsecured long-term debt ratings that
would result in an increase in the interest rate payable on this Security, as
described below, the Company will notify LaSalle Bank National Association, or
its successor appointed by the Company acting as Calculation Agent (the
"Calculation Agent").
The period commencing on an Interest Payment Date and ending on the
day preceding the next succeeding Interest Payment Date shall be an "Interest
Period," provided, however, that the first Interest Period shall begin on
February 21, 2001 and extend through August 14, 2001, the day preceding the
first Interest Payment Date.
Interest payments for this Security will be computed and paid on the
basis of a 360-day year of twelve 30-day months, and for any period, within an
Interest Period, that is shorter than a full month, on the basis of the actual
number of days elapsed in such period. The period from the 15th day of one
calendar month to the 15th day of the next calendar month shall be deemed to be
one month for the purposes of this calculation. If an Interest Payment Date
falls on a day that is not a Business Day, such Interest Payment Date will be
the following day that is a Business Day. All dollar amounts resulting from such
calculation will be rounded, if necessary, to the nearest cent with one-half
cent rounded upward.
In the event Moody's Investors Service, Inc. ("Moody's), on the one
hand, or Standard & Poor's Rating Service ("S&P"), on the other hand, have
assigned to the Company's long-term senior unsecured debt a rating (a "Rating")
listed under their respective names in the table immediately below as of any
date within an Interest Period, the Calculation Agent shall use the Adjustment
Amount opposite such Rating (an "Adjustment Amount") to determine the Applicable
Adjustment Amount. The "Applicable Adjustment Amount" shall be the higher of (i)
the applicable Moody's Adjustment Amount (as defined in the table below), if
any, or (ii) the applicable S&P Adjustment Amount (as defined in the table
below), if any. Adjustment Amounts, if any, shall be determined by the
Calculation Agent based on the table immediately below and the respective
Ratings of Moody's and S&P.
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ADJUSTMENT ADJUSTMENT
MOODY'S RATING AMOUNT S&P RATING AMOUNT
-------------- ------ ---------- ------
Ba1 0.50% BB+ 0.50%
Ba2 0.75% BB 0.75%
Ba3 or lower 1.00% BB- or lower 1.00%
The interest rate in effect on each day following any such downgrade
shall be 7.80% plus the Applicable Adjustment Amount.
The interest payable with respect to the Interest Period during which
any such downgrade occurs, shall be calculated at a rate per annum equal to the
weighted average of the interest rate in effect immediately before such
downgrade and the interest in effect immediately after such downgrade (the
"Weighted Average Interest Rate"). The Calculation Agent shall calculate such
Weighted Average Interest Rate by multiplying each interest rate by the number
of days such interest rate is in effect during such Interest Period, determining
the sum of such products, and dividing such sum by the number of days in such
Interest Period.
Promptly upon a determination that the interest rate will be changed,
the Calculation Agent shall notify the Trustee of the applicable interest rate
adjustments, the days to which each applicable interest rate applies within the
Interest Period, the Weighted Average Interest Rate expected for the period if
there is no further change in the Applicable Adjustment Amount during such
Interest Period, and the interest rate expected for subsequent Interest Periods
if there is no further change to the Applicable Adjustment Amount. Upon the
request of a holder of this Security, the Calculation Agent shall provide to
such holder information to date for the then-current Interest Period regarding
the calculation of the interest rate for such Interest Period.
The securities of this series shall be redeemable, at the option of
the Company, in whole at any time or in part from time to time, on any date
prior to maturity (each a "Redemption Date"). The Company shall give notice of
its intent to redeem the Securities of this series upon at least 30 days but no
more than 60 days prior to a Redemption Date. If the Company redeems all or any
part of the Securities of this series, it will pay a redemption price
("Redemption Price") equal to the sum of (1) 100% of the principal amount of the
Securities of this series being redeemed plus (2) accrued and unpaid interest
thereon, if any, to the Redemption Date plus (3) any applicable "make-whole
premium." The Redemption Price for Securities of this series shall never be less
than 100% of the principal amount of such Securities plus accrued and unpaid
interest thereon to the Redemption Date.
The amount of the make-whole premium with respect to any Securities of
this series to be redeemed shall be equal to the excess, if any, of:
(1) the sum of the present values, calculated as of the Redemption Date,
of:
(a) each interest payment that, but for such redemption, would have
been payable on the Securities of this series being redeemed on
each interest payment date occurring after the Redemption Date
(excluding any accrued interest for the period prior to the
Redemption Date); and
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(b) the principal amount that, but for such redemption, would have
been payable at the final maturity of the Securities of this
series being redeemed; over
(2) the principal amount of the Securities of this series being redeemed.
The present values of interest and principal payments referred to in
clause (1) above shall be determined in accordance with generally accepted
principles of financial analysis. Such present values shall be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Treasury Yield (as defined
below) plus 30 basis points.
The Company shall appoint an independent investment banking
institution of national standing to calculate the make-whole premium; provided
that UBS Warburg LLC will make such calculation if (1) the Company fails to make
such appointment at least 30 calendar days prior to the Redemption Date, or (2)
the institution so appointed is unwilling or unable to make such calculation. If
UBS Warburg LLC is to make such calculation but is unwilling or unable to do so,
then the Trustee shall appoint an independent investment banking institution of
national standing to make such calculation. In any case, the institution making
such calculation is referred to herein as an "Independent Investment Banker."
For purposes of determining the make-whole premium, "Treasury Yield"
shall mean a rate of interest per annum equal to the weekly average yield to
maturity of United States Treasury Notes that have a constant maturity that
corresponds to the remaining term to maturity of the Securities of this series
to be redeemed, calculated to the nearest 1/12th of a year (the "Remaining
Term"). The Independent Investment Banker shall determine the Treasury Yield as
of the third business day immediately preceding the applicable Redemption Date.
The Independent Investment Banker shall determine the weekly average
yields of United States Treasury Notes by reference to the most recent
statistical release published by the Federal Reserve Bank of New York and
designated "H.15(519) Selected Interest Rates" or any successor release (the
"H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly
average yield for United States Treasury Notes having a constant maturity that
is the same as the Remaining Term, then the Treasury Yield shall be equal to
such weekly average yield. In all other cases, the Independent Investment Banker
shall calculate the Treasury Yield by interpolation, on a straight-line basis,
between the weekly average yields on the United States Treasury Notes that have
a constant maturity closest to and greater than the Remaining Term and the
United States Treasury Notes that have a constant maturity closest to and less
than the Remaining Term (in each case as set forth in the H.15 Statistical
Release). The Independent Investment Banker shall round any weekly average
yields so calculated to the nearest 1/100th of 1%, and shall round upward for
any figure of 1/200th of 1% or above. If weekly average yields for United States
Treasury Notes are not available in the H.15 Statistical Release or otherwise,
then the Independent Investment Banker shall select comparable rates and
calculate the Treasury Yield by reference to those rates.
Upon the occurrence of a Change of Control, the Company will be
required to offer to redeem the Securities of this series on the next business
day after such Change of Control at a redemption price equal to 101% of the
principal amount of the Securities of this series being redeemed plus accrued
and unpaid interest thereon, if any, to the redemption date. The holders of the
Securities of this series will be permitted twenty (20) business days after the
offer in which to accept the offer by written notice to the Company. The Company
will tender the redemption price to the accepting holders in exchange for their
Securities within twenty (20) business days after receipt of timely written
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notice of acceptance from those holders. A "Change of Control" shall be deemed
to have occurred if at any time that any of the Securities of this series are
outstanding the following events shall occur:
1. Any "person" (as defined in Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),
excluding for this purpose the Company or any subsidiary of the
Company or any Intermediate Holding Company, or any employee benefit
plan of the Company or any subsidiary of the Company, or any person or
entity organized, appointed or established by the Company for or
pursuant to the terms of such plan which acquires beneficial ownership
of voting securities of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) directly or
indirectly of securities of the Company representing fifty percent
(50%) or more of the combined voting power (not depending on the
happening of a contingency) for the election of a majority of the
members of the board of directors or any other governing body of the
Company; provided, however, that no Change in Control shall be deemed
to have occurred as the result of an acquisition of securities of the
Company by the Company which, by reducing the number of voting
securities outstanding, increases the direct or indirect beneficial
ownership interest of any person to fifty percent (50%) or more of the
combined voting power of the Company's then outstanding securities,
but any subsequent increase in the direct or indirect beneficial
ownership interest of such a person in the Company shall be deemed a
Change in Control; and provided further that if the Board of Directors
of the Company determines in good faith that a person who has become
the beneficial owner directly or indirectly of securities of the
Company representing fifty percent (50%) or more of the combined
voting power of the Company's then outstanding securities has
inadvertently reached that level of ownership interest, and if such
person divests within forty-five (45) days after notice to the Company
a sufficient amount of securities of the Company so that the person no
longer has a direct or indirect beneficial ownership interest in fifty
percent (50%) or more of the combined voting power of the Company's
then outstanding securities, then no Change in Control shall be deemed
to have occurred; or
2. Consummation of (a) an agreement for the sale or disposition of the
Company or all or substantially all of the Company's assets, (b) a
plan of merger or consolidation of the Company with any other company,
or (c) a similar transaction or series of transactions involving the
Company (any transaction described in parts (a) through (c) of this
subparagraph being referred to as a "Business Combination"), in each
case unless after such a Business Combination the shareholders of the
Company immediately prior to the Business Combination continue to own,
directly or indirectly, more than fifty (50%) of the combined voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors of the new (or continued)
entity.
"Intermediate Holding Company" means any entity organized or
established by or with the consent of the Company which acquires, directly or
indirectly, voting securities of the Company in exchange for voting securities
of such entity.
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.
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.
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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 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 a majority in aggregate principal
amount of the Securities of all series at the time Outstanding in 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.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 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.
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[LEGEND
Unless and until this Security is exchanged in whole or in part for
certificated Securities registered in the names of the various beneficial
holders hereof as then certified to the Trustee by The Depository Trust Company
(55 Water Street, New York, New York) or its successor (the "Depositary"), this
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized representative
of the Depositary to the Company or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is registered in the name
of Cede & Co., or such other name as requested by an authorized representative
of the Depositary and any amount payable thereunder is made payable to Cede &
Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
This Security may be exchanged for certificated Securities registered
in the names of the various beneficial owners hereof if (a) the Depositary is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within 90 days, or (b) the Company
elects to issue certificated Securities to beneficial owners. Any such exchange
shall be made upon receipt by the Trustee of a Company Order therefor and
certificated Securities of this series shall be registered in such names and in
such denominations as shall be certified to the Company and the Trustee by the
Depositary.]
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