Exhibit 4(f)
MINNESOTA POWER & LIGHT COMPANY
OFFICER'S CERTIFICATE
James K. Vizanko, the Treasurer of Minnesota Power & Light
Company (the "Company"), pursuant to the authority granted in the
Board Resolutions of the Company dated 1996, and
Sections 201 and 301 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 ,
1996 (the "Indenture") that:
1. The securities of the first series to be issued under
the Indenture shall be designated " % Junior
Subordinated Debentures, Series , due
" (the "Debentures of the First Series").
The Debentures of the First Series are to be issued to
MP&L Capital I, a Delaware statutory business trust
(the "Trust"). All 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 Debentures of the First Series shall be limited in
aggregate principal amount to $ at
any time Outstanding, except as contemplated in Section
301(b) of the Indenture;
3. The Debentures of the First Series shall mature and the
principal shall be due and payable together with all
accrued and unpaid interest thereon on;
4. The Debentures of the First Series shall bear interest
from, and including, the date of original issuance, at
the rate of % per annum payable quarterly in
arrears on March 31, June 30, September 30 and December
31 of each year (each, an "Interest Payment Date")
commencing , 1996. The amount of interest
payable for any such period will be computed on the
basis of a 360-day year of twelve 30-day months and for
any period shorter than a full month, on the basis of
the actual number of days elapsed in such period.
Interest on the Debentures of the First Series will
accrue from, and including, the date of original
issuance and will accrue to, and including, the first
Interest Payment Date, and thereafter will accrue from,
and excluding, the last Interest Payment Date through
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), except that, if such
Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding
Business Day, in each case with the same force and
effect as if made on such Interest Payment Date;
5. Each installment of interest on a Debenture of the
First Series shall be payable to the Person in whose
name such Debenture of the First Series is registered
at the close of business on the Business Day 15 days
preceding the corresponding Interest Payment Date (the
"Regular Record Date") for the Debentures of the First
Series; provided, however, that if the Debentures of
the First Series are held neither by the Trust nor by a
securities depositary, the Company shall have the right
to change the Regular Record Date by one or more
Officer's Certificates. Any installment of interest on
the Debentures of the First Series not punctually paid
or duly provided for shall forthwith cease to be
payable to the Holders of such Debentures of the First
Series on such Regular Record Date, and may be paid to
the Persons in whose name the Debentures of the First
Series are registered at the close of business on a
Special Record Date to be fixed by the Trustee for the
payment of such Defaulted Interest. Notice of such
Defaulted Interest and Special Record Date shall be
given to the Holders of the Debentures of the First
Series not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of
any securities exchange on which the Debentures of the
First Series may be listed, and upon such notice as may
be required by such exchange, all as more fully
provided in the Indenture;
6. The principal and each installment of interest on the
Debentures of the First Series shall be payable at, and
registration and registration of transfers and
exchanges in respect of the Debentures of the First
Series may be effected at, the 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. Notices, demands to or upon the Company in
respect of the Debentures of the First Series may be
served at the office or agency of the Company in The
City of New York. The Trustee will initially be the
agency of the Company for such service of notices and
demands; provided, however, that the Company reserves
the right to change, by one or more Officer's
Certificates any such office or agency. The Company
will be the Security Registrar and the Paying Agent for
the Debentures of the First Series;
7. The Debentures of the First Series will be redeemable
on or after at the option of the
Company, at any time and from time to time, in whole or
in part, at a redemption price equal to 100% of the
principal amount of the Debentures of the First Series
being redeemed, together with any accrued interest,
including Additional Interest, if any, to the
redemption date, upon not less than 30 nor more than 60
days' notice given as provided in the Indenture. The
Company, however, may not redeem less than all
Outstanding Debentures of the First Series unless the
conditions specified in the last paragraph of this item
are met;
The Debentures of the First Series will also be
redeemable at any time at the option of the Company
upon the occurrence and during the continuation of a
Tax Event or an Investment Company Event in whole but
not in part, at a redemption price equal to 100% of the
principal amount of the Debentures of the First Series
then Outstanding plus any accrued and unpaid interest,
including Additional Interest, if any, to the
redemption date, upon not less than 30 nor more than 60
days' notice given as provided in the Indenture. "Tax
Event" means the receipt by the Trust of an opinion of
counsel (which may be counsel to the Company or an
affiliate but not an employee thereof and which must be
acceptable to the Property Trustee under the Trust
Agreement) experienced in such matters to the effect
that, as a result of any amendment to, or change
(including any announced prospective change) in, the
laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority
thereof or therein affecting taxation, or as a result
of any official administrative or judicial decision
interpreting or applying such laws or regulations,
which amendment or change is effective or such
pronouncement or decision is announced on or after the
date of original issuance of the % Cumulative
Quarterly Income Preferred Securities, there is more
than an insubstantial risk that (i) the Trust is, or
will be within 90 days of the date thereof, subject to
United States federal income tax with respect to income
received or accrued on the Debentures of the First
Series, (ii) interest payable by the Company on the
Debentures of the First Series, is not, or within 90
days of the date thereof will not be, deductible, in
whole or in part, for United States federal income tax
purposes, or (iii) the Trust is, or will be within 90
days of the date thereof, subject to more than a de
minimis amount of other taxes, duties or other
governmental charges. "Investment Company Event" means
the occurrence of a change in law or regulation or a
change in interpretation or application of law or
regulation by any legislative body, court, governmental
agency or regulatory authority to the effect that the
Trust is or will be considered an "investment company"
that is required to be registered under the Investment
Company Act of 1940, as amended, which change in law
becomes effective on or after the date of original
issuance of the % Cumulative Quarterly Income
Preferred Securities.
The Debentures of the First Series will also be
redeemable, in whole but not in part, at the option of
the Company upon the termination and liquidation of the
Trust pursuant to an order for the dissolution,
termination or liquidation of the Trust entered by a
court of competent jurisdiction at a redemption price
equal to 100% of the principal amount of the Debentures
of the First Series then Outstanding plus any accrued and
unpaid interest, including Additional Interest, if any,
to the redemption date, upon not less than 30 nor more
than 60 days' notice given as provided in the Indenture.
The Company may not redeem less than all the Debentures
of the First Series unless all accrued and unpaid
interest (including any Additional Interest) has been
paid in full on all Debentures Outstanding under the
Indenture for all quarterly interest periods
terminating on or prior to the date of redemption or if
a partial redemption of % Cumulative Quarterly Income
Preferred Securities would result in a delisting of
such securities by any national securities exchange on
which they are then listed;
8. So long as any Debentures of the First Series are
Outstanding, the failure of the Company to pay interest
on any Debentures of the First Series within 30 days
after the same becomes due and payable (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 (9) of this Certificate shall not constitute
a failure to pay interest for this purpose;
9. 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 First Series,
to extend the interest payment period to a period not
exceeding 20 consecutive quarters (an "Extension
Period") during which period interest 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 First Series,
compounded 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 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, or make any
payment of principal, interest or premium , if any, on
or repay, repurchase or redeem any indebtedness that is
pari passu with the Debentures of the First Series
(including other Securities issued under the
Indenture), or make any guarantee payments with respect
to the foregoing. 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
quarters at any one time or extend beyond the maturity
date of the Debentures of the First Series. Upon the
termination of any such Extension Period and the
payment of all amounts then due, the Company may select
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 or other Holders and
the Trustee notice of its election of an Extension
Period prior to the earlier of (i) one Business Day
prior to the record date for the distribution which
would occur but for such election or (ii) the date the
Company is required to give notice to the New York
Stock Exchange or other applicable self-regulatory
organization of the record date;
10. In the event that, at any time subsequent to the
initial authentication and delivery of the Debentures
of the First Series, the Debentures of the First Series
are to be held by 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 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;
12. The Debentures 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;
13. In the event that the Debentures of the First Series
are distributed to holders of % Cumulative
Quarterly Income Preferred Securities as a result of
the occurrence of (i) a Tax Event or (ii) an Investment
Company Event or (iii) at any time during which the
Trust is not or will not be taxed as a grantor trust
but a Tax Event has not occurred, the Company will use
its best efforts to list the Debentures of the First
Series on the New York Stock Exchange or on such other
exchange as the Preferred Securities are then listed;
14. The undersigned has read all of the covenants and
conditions contained in the Indenture relating to the
issuance of the Debentures of the First Series and the
definitions in the Indenture relating thereto and in
respect of which this certificate is made;
15. 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;
16. 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
17. 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 Debentures of the First Series requested in the
accompanying Company Order have been complied with.
IN WITNESS WHEREOF, the undersigned has executed this
Officer's Certificate this ____ day of February, 1996.
______________________________
James K. Vizanko
Treasurer
No._______________
Cusip No.__________
EXHIBIT A
[FORM OF FACE OF JUNIOR SUBORDINATED DEBENTURE]
MINNESOTA POWER & LIGHT COMPANY
% JUNIOR SUBORDINATED DEBENTURES, SERIES ,
DUE
MINNESOTA POWER & LIGHT COMPANY, a corporation duly
organized and existing under the laws of the State Minnesota
(herein referred to as the "Company", which term includes any
successor Person under the Indenture), for value received, hereby
promises to pay to ____________________________________, or
registered assigns, the principal sum of ____________________
Dollars on , and to pay interest on said
principal sum, from and including, , 1996 or from,
and excluding, the most recent Interest Payment Date through
which interest has been paid or duly provided for, quarterly on
March 31, June 30, September 30 and December 31 of each year,
commencing , 1996 at the rate of % per annum
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, and including, , 1996 through the first
Interest Payment Date, and thereafter will accrue, from, and
excluding, the last Interest Payment Date through 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), except that, if such Business
Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case
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 15 days 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 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.
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.
MINNESOTA POWER & LIGHT COMPANY
By:________________________________
ATTEST:
____________________________
[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:________________________________
Authorized Signatory
[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,
dated as of , 1996 (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 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 , 1996 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 $ .
The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by mail, at
any time on or after as a whole or in
part, at the election of the Company, at a Redemption Price equal
to 100% of the principal amount, together in the case of any such
redemption with accrued interest to, but not including, the
Redemption Date, but 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.
The Securities of this series will also be redeemable
at the option of the Company if a Tax Event or an Investment
Company Event shall occur and be continuing, in whole but not in
part, at a redemption price plus accrued and unpaid distributions
equal to 100% of the principal amount of the Securities of this
series then Outstanding plus any accrued and unpaid interest,
including Additional Interest, if any, to the redemption date,
upon not less than 30 nor more than 60 days' notice given as
provided in the Indenture. "Tax Event" means the receipt by MP&L
Capital I, a Delaware statutory business trust (the "Trust") of
an opinion of counsel (which may be counsel to the Company or an
affiliate but not an employee thereof and which must be
acceptable to the Property Trustee under the Trust Agreement)
experienced in such matters to the effect that, as a result of
any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority
thereof or therein affecting taxation, or as a result of any
official administrative or judicial decision interpreting or
applying such laws or regulations, which amendment or change is
effective or such pronouncement or decision is announced on or
after the date of original issuance of the % Cumulative
Quarterly Income Preferred Securities, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90
days of the date thereof, subject to United States federal income
tax with respect to income received or accrued on the Securities,
(ii) interest payable by the Company on the Securities, is not,
or within 90 days of the date thereof will not be, deductible, in
whole or in part, for United States federal income tax purposes,
or (iii) the Trust is, or will be within 90 days of the date
thereof, subject to more than a de minimis amount of other taxes,
duties or other governmental charges. "Investment Company Event"
means the occurrence of a change in law or regulation or a change
in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory
authority to the effect that the Trust is or will be considered
an "investment company" that is required to be registered under
the Investment Company Act of 1940, as amended, which change in
law becomes effective on or after the date of original issuance
of the % Cumulative Quarterly Income Preferred Securities.
The Securities of this series will also be redeemable,
in whole but not in part, at the option of the Company upon the
termination and liquidation of the Trust pursuant to an order
for the dissolution, termination or liquidation of the Trust
entered by a court of competent jurisdiction at a redemption
price equal to 100% of the principal amount of the Securities
of this series then Outstanding plus any accrued and unpaid
interest, including Additional Interest, if any, to the
redemption date, upon not less than 30 nor more than 60 days'
notice given 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.
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.
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 Company has 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 quarters (an "Extended Interest Payment Period"), and
at the end of such Extended Interest Payment Period, the Company
shall pay all interest then accrued and unpaid (together with
interest thereon at the same rate as specified for the Securities
of this series, compounded quarterly, to the extent permitted by
applicable law); provided, however, that during such Extended
Interest Payment 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, or make any payment of principal on, interest or premium
if any, on or repay, repurchase or redeem any indebtedness that
is pari passu with the Securities of this series (including other
Securities issued under the Indenture), or make any guarantee
payments with respect to the foregoing. Prior to the termination
of any such Extended Interest Payment Period, the Company may
further extend the interest payment period, provided that such
Extended Interest Payment Period, together with all such previous
and further extensions thereof, may not exceed 20 consecutive
quarters or extend beyond the Stated Maturity of the Securities
of this series. Upon the termination of any such Extended
Interest Payment Period and the payment of all amounts then due,
the Company may select a new Extended Interest Payment Period,
subject to the above requirements. No interest during the
Extended Interest Payment Period, except at the end thereof,
shall be due and payable. The Company shall give the Holder of
this Security notice of its selection of such Extended Interest
Payment Period as provided in or pursuant to the Indenture.
The Securities of this series are issuable only in
registered form without coupons in denominations of $25 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.