EXHIBIT 4(D)3
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 102, 201 and 301
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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 series to be issued under the Indenture
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shall be designated "[ % Series Senior Notes due ]
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[Floating Rate Senior Notes due ]" (the "Senior Notes of the
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Series"). All capitalized terms used in this certificate which are not
defined herein but are defined in the form of Senior Notes of the
Series attached hereto as Exhibit A shall have the meanings set
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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 Series shall be limited in aggregate
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principal amount to $ at any time Outstanding, except as
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contemplated in Section 301(b) of the Indenture;]
3. The Senior Notes 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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4. The Senior Notes of the Series shall bear interest as provided
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in the form of the Senior Notes of the Series set forth in
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Exhibit A hereto;
5. 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 Series may be
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effected, and (iii) notices and demands to or upon the Company in
respect of the Senior Notes of the Series may be served; and
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the Trustee will be the Security Registrar and the Paying Agent for
the Senior Notes of the Series; provided, however, that the
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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;
6. [Redemption provisions, if any, should be inserted];
7. [The Senior Notes of the Series will be originally issued in
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global form payable to Cede & Co. and will, unless and until the
Senior Notes of the Series are exchanged in whole or in part
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for certificated Senior Notes of the Series registered in the
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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 Series, set forth in Exhibit A hereto), contain
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restrictions on transfer, substantially as described in such form;]
8. No service charge shall be made for the registration of transfer or
exchange of the Senior Notes of the Series; provided,
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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;
9. If the Company shall make any deposit of money and/or Government
Obligations with respect to any Senior Notes of the Series,
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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 Series, shall assume the obligation
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(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 Series or portions thereof, all
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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 Series, or portions of
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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;
10. The Senior Notes of the Series shall have such other terms
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and provisions as are provided in the form thereof set forth in
Exhibit A hereto, and shall be issued in substantially such form;
11. The following clauses of Section 301 of the Indenture are not
applicable to the Senior Notes of the Series: [insert clauses
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not applicable].
12. The undersigned has read all of the covenants and conditions contained
in the Indenture relating to the issuance of the Senior Notes of the
Series and the definitions in the Indenture relating thereto
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and in respect of which this certificate is made;
13. 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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14. 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
15. 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 Series requested in the
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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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4
NO.
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CUSIP NO.
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[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.)
[ % SENIOR NOTES, DUE , ] [FLOATING RATE SENIOR NOTES DUE ]
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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
Dollars on , and to pay interest on said
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principal sum, from , 200 , or from the most recent Interest Payment
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Date to which interest has been paid or duly provided for, [semi-annually on
and of each year, commencing , 200 , at the rate of %
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per annum] [quarterly on , , and of each year,
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commencing , at the per annum interest rate determined by ]
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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. Interest on the Securities of this
series will accrue from , 200 , to the first Interest Payment Date,
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and thereafter will accrue from the last Interest Payment Date to which interest
has been paid or duly provided for. 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) with the same force and
effect as if made on the Interest Payment Date. 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.
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.
LASALLE BANK NATIONAL ASSOCIATION, as Trustee
By:
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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 , 200 (the
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"Officer's Certificate") 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 is one of the series designated on
the face hereof, limited in aggregate principal amount to $ .
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[Formula for calculation of interest, if applicable, should be
inserted]
[Redemption provisions, if any, should be inserted]
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.
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 not less than 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.
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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 and in the Officer's
Certificate establishing the terms of the Securities of this series.
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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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