EXHIBIT 4
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ALLETE, Inc.
(formerly Minnesota Power & Light Company
and formerly Minnesota Power, Inc.)
TO
THE BANK OF NEW YORK
(formerly Irving Trust Company)
AND
DOUGLAS J. MACINNES
(successor to Richard H. West, J. A. Austin,
E. J. McCabe, D. W. May, J. A. Vaughan and W. T. Cunningham)
As Trustees under ALLETE, Inc.'s
Mortgage and Deed of Trust dated as of
September 1, 1945
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Twenty-fourth Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 5.28% Series due August 1, 2020
(Thirtieth Series)
DATED AS OF MARCH 1, 2005
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TWENTY-FOURTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of March 1, 2005, by and between ALLETE, INC.
(formerly Minnesota Power & Light Company and formerly Minnesota Power, Inc.), a
corporation of the State of Minnesota, whose post office address is 30 West
Superior Street, Duluth, Minnesota 55802 (hereinafter sometimes called the
"Company"), and THE BANK OF NEW YORK (formerly Irving Trust Company), a
corporation of the State of New York, whose post office address is 101 Barclay
Street, New York, New York 10286 (hereinafter sometimes called the "Corporate
Trustee"), and DOUGLAS J. MACINNES (successor to Richard H. West, J. A. Austin,
E. J. McCabe, D. W. May, J. A. Vaughan and W. T. Cunningham), whose post office
address is 1784 W. McGalliard Avenue, Hamilton, New Jersey 08610 (said Douglas
J. MacInnes being hereinafter sometimes called the "Co-Trustee" and the
Corporate Trustee and the Co-Trustee being hereinafter together sometimes called
the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of
September 1, 1945, between the Company and Irving Trust Company and Richard H.
West, as Trustees, securing bonds issued and to be issued as provided therein
(hereinafter sometimes called the "Mortgage"), reference to which mortgage is
hereby made, this indenture (hereinafter sometimes called the "Twenty-fourth
Supplemental Indenture") being supplemental thereto:
WHEREAS, the Mortgage was filed and recorded in various official
records in the State of Minnesota; and
WHEREAS, an instrument, dated as of October 16, 1957, was executed and
delivered under which J. A. Austin succeeded Richard H. West as Co-Trustee under
the Mortgage, and such instrument was filed and recorded in various official
records in the State of Minnesota; and
WHEREAS, an instrument, dated as of April 4, 1967, was executed and
delivered under which E. J. McCabe in turn succeeded J. A. Austin as Co-Trustee
under the Mortgage, and such instrument was filed and recorded in various
official records in the State of Minnesota; and
WHEREAS, under the Sixth Supplemental Indenture, dated as of August 1,
1975, to which reference is hereinafter made, D. W. May in turn succeeded E. J.
McCabe as Co-Trustee under the Mortgage; and
WHEREAS, an instrument, dated as of June 25, 1984, was executed and
delivered under which J. A. Vaughan in turn succeeded D. W. May as Co-Trustee
under the Mortgage, and such instrument was filed and recorded in various
official records in the State of Minnesota; and
WHEREAS, an instrument, dated as of July 27, 1988, was executed and
delivered under which W. T. Cunningham in turn succeeded J. A. Vaughan as
Co-Trustee under the Mortgage, and such instrument was filed and recorded in
various official records in the State of Minnesota; and
WHEREAS, on May 12, 1998, the Company filed Amended and Restated
Articles of Incorporation with the Secretary of State of the State of Minnesota
changing its name from Minnesota Power & Light Company to Minnesota Power, Inc.
effective May 27, 1998; and
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WHEREAS, an instrument, dated as of April 15, 1999, was executed and
delivered under which Douglas J. MacInnes in turn succeeded W. T. Cunningham as
Co-Trustee under the Mortgage, and such instrument was filed and recorded in
various official records in the State of Minnesota; and
WHEREAS, on May 8, 2001, the Company filed Amended and Restated
Articles of Incorporation with the Secretary of State of the State of Minnesota
changing its name from Minnesota Power, Inc. to ALLETE, Inc.; and
WHEREAS, by the Mortgage the Company covenanted, among other things,
that it would execute and deliver such supplemental indenture or indentures and
such further instruments and do such further acts as might be necessary or
proper to carry out more effectually the purposes of the Mortgage and to make
subject to the lien of the Mortgage any property thereafter acquired and
intended to be subject to the lien thereof; and
WHEREAS, for said purposes, among others, the Company executed and
delivered the following indentures supplemental to the Mortgage:
DESIGNATION DATED AS OF
----------- -----------
First Supplemental Indenture............................. March 1, 1949
Second Supplemental Indenture............................ July 1, 1951
Third Supplemental Indenture............................. March 1, 1957
Fourth Supplemental Indenture............................ January 1, 1968
Fifth Supplemental Indenture............................. April 1, 1971
Sixth Supplemental Indenture............................. August 1, 1975
Seventh Supplemental Indenture........................... September 1, 1976
Eighth Supplemental Indenture............................ September 1, 1977
Ninth Supplemental Indenture............................. April 1, 1978
Tenth Supplemental Indenture............................. August 1, 1978
Eleventh Supplemental Indenture.......................... December 1, 1982
Twelfth Supplemental Indenture........................... April 1, 1987
Thirteenth Supplemental Indenture........................ March 1, 1992
Fourteenth Supplemental Indenture........................ June 1, 1992
Fifteenth Supplemental Indenture......................... July 1, 1992
Sixteenth Supplemental Indenture......................... July 1, 1992
Seventeenth Supplemental Indenture....................... February 1, 1993
Eighteenth Supplemental Indenture........................ July 1, 1993
Nineteenth Supplemental Indenture........................ February 1, 1997
Twentieth Supplemental Indenture......................... November 1, 1997
Twenty-first Supplemental Indenture...................... October 1, 2000
Twenty-second Supplemental Indenture..................... July 1, 2003
Twenty-third Supplemental Indenture...................... August 1, 2004
which supplemental indentures were filed and recorded in various official
records in the State of Minnesota; and
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WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, as heretofore supplemented, the following series of
First Mortgage Bonds:
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
- ------ --------- -----------
3-1/8% Series due 1975........................... $26,000,000 None
3-1/8% Series due 1979........................... 4,000,000 None
3-5/8% Series due 1981........................... 10,000,000 None
4-3/4% Series due 1987........................... 12,000,000 None
6-1/2% Series due 1998........................... 18,000,000 None
8-1/8% Series due 2001........................... 23,000,000 None
10-1/2% Series due 2005.......................... 35,000,000 None
8.70% Series due 2006............................ 35,000,000 None
8.35% Series due 2007............................ 50,000,000 None
9-1/4% Series due 2008........................... 50,000,000 None
Pollution Control Series A....................... 111,000,000 None
Industrial Development Series A.................. 2,500,000 None
Industrial Development Series B.................. 1,800,000 None
Industrial Development Series C.................. 1,150,000 None
Pollution Control Series B....................... 13,500,000 None
Pollution Control Series C....................... 2,000,000 None
Pollution Control Series D....................... 3,600,000 None
7-3/4% Series due 1994........................... 55,000,000 None
7-3/8% Series due March 1, 1997.................. 60,000,000 None
7-3/4% Series due June 1, 2007................... 55,000,000 None
7-1/2% Series due August 1, 2007................. 35,000,000 $35,000,000
Pollution Control Series E....................... 111,000,000 None
7% Series due March 1, 2008...................... 50,000,000 50,000,000
6-1/4% Series due July 1, 2003................... 25,000,000 None
7% Series due February 15, 2007.................. 60,000,000 60,000,000
6.68% Series due November 15, 2007............... 20,000,000 20,000,000
Floating Rate Series due October 20, 2003........ 250,000,000 None
Collateral Series A.............................. 255,000,000 None
Pollution Control Series F....................... 111,000,000 111,000,000
which bonds are also hereinafter sometimes called bonds of the First through
Twenty-ninth Series, respectively; and
WHEREAS, Section 8 of the Mortgage provides that the form of each
series of bonds (other than the First Series) issued thereunder and of coupons
to be attached to coupon bonds of such series shall be established by Resolution
of the Board of Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the descriptive title of
the bonds and various other terms thereof, and may also contain such provisions
not inconsistent with the
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provisions of the Mortgage as the Board of Directors may, in its discretion,
cause to be inserted therein expressing or referring to the terms and conditions
upon which such bonds are to be issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other things, that
any power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage, whether such power,
privilege or right is in any way restricted or is unrestricted, may (to the
extent permitted by law) be in whole or in part waived or surrendered or
subjected to any restriction if at the time unrestricted or to additional
restriction if already restricted, and the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one or more series
of bonds issued thereunder, or the Company may cure any ambiguity contained
therein, or in any supplemental indenture, or may establish the terms and
provisions of any series of bonds (other than said First Series) by an
instrument in writing executed and acknowledged by the Company in such manner as
would be necessary to entitle a conveyance of real estate to record in all of
the states in which any property at the time subject to the lien of the Mortgage
shall be situated; and
WHEREAS, the Company now desires to create a new series of bonds and
(pursuant to the provisions of Section 120 of the Mortgage) to add to its
covenants and agreements contained in the Mortgage, as heretofore supplemented,
certain other covenants and agreements to be observed by it and to alter and
amend in certain respects the covenants and provisions contained in the
Mortgage, as heretofore supplemented; and
WHEREAS, the execution and delivery by the Company of this
Twenty-fourth Supplemental Indenture, and the terms of the bonds of the
Thirtieth Series, hereinafter referred to, have been duly authorized by the
Board of Directors of the Company by appropriate resolutions of said Board of
Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That the Company, in consideration of the premises and of One Dollar to
it duly paid by the Trustees at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in further evidence of
assurance of the estate, title and rights of the Trustees and in order further
to secure the payment of both the principal of and interest and premium, if any,
on the bonds from time to time issued under the Mortgage, as heretofore
supplemented, according to their tenor and effect and the performance of all the
provisions of the Mortgage (including any instruments supplemental thereto and
any modification made as in the Mortgage provided) and of said bonds, hereby
grants, bargains, sells, releases, conveys, assigns, transfers, mortgages,
pledges, sets over and confirms (subject, however, to Excepted Encumbrances)
unto THE BANK OF NEW YORK and DOUGLAS J. MACINNES, as Trustees under the
Mortgage, and to their successor or successors in said trust, and to said
Trustees and their successors and assigns forever, all property, real, personal
and mixed, of the kind or nature specifically mentioned in the Mortgage, as
heretofore supplemented, or of any other kind or nature acquired by the Company
after the date of the execution and delivery of the Mortgage, as heretofore
supplemented (except any herein or in the Mortgage, as heretofore supplemented,
expressly excepted), now owned or, subject to the provisions of subsection (I)
of
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Section 87 of the Mortgage, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any other way) and
wheresoever situated, including (without in anywise limiting or impairing by the
enumeration of the same the scope and intent of the foregoing or of any general
description contained in this Twenty-fourth Supplemental Indenture) all lands,
power sites, flowage rights, water rights, water locations, water
appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways,
dams, dam sites, aqueducts, and all other rights or means for appropriating,
conveying, storing and supplying water; all rights of way and roads; all plants
for the generation of electricity by steam, water and/or other power; all power
houses, gas plants, street lighting systems, standards and other equipment
incidental thereto, telephone, radio and television systems, air-conditioning
systems and equipment incidental thereto, water works, water systems, steam heat
and hot water plants, substations, lines, service and supply systems, bridges,
culverts, tracks, ice or refrigeration plants and equipment, offices, buildings
and other structures and the equipment thereof; all machinery, engines, boilers,
dynamos, electric, gas and other machines, regulators, meters, transformers,
generators, motors, electrical, gas and mechanical appliances, conduits, cables,
water, steam heat, gas or other pipes, gas mains and pipes, service pipes,
fittings, valves and connections, pole and transmission lines, wires, cables,
tools, implements, apparatus, furniture and chattels; all municipal and other
franchises, consents or permits; all lines for the transmission and distribution
of electric current, gas, steam heat or water for any purpose including towers,
poles, wires, cables, pipes, conduits, ducts and all apparatus for use in
connection therewith; all real estate, lands, easements, servitudes, licenses,
permits, franchises, privileges, rights of way and other rights in or relating
to real estate or the occupancy of the same and (except as herein or in the
Mortgage, as heretofore supplemented, expressly excepted) all the right, title
and interest of the Company in and to all other property of any kind or nature
appertaining to and/or used and/or occupied and/or enjoyed in connection with
any property hereinbefore or in the Mortgage, as heretofore supplemented,
described.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in anywise appertaining
to the aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions of Section
57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof, and all the estate, right, title and interest and
claim whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every part
and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of
subsection (I) of Section 87 of the Mortgage, all the property, rights, and
franchises acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) after the date hereof,
except any herein or in the Mortgage, as heretofore supplemented, expressly
excepted, shall be and are as fully granted and conveyed hereby and by the
Mortgage and as fully embraced within the lien hereof and the lien of the
Mortgage as if such property, rights and franchises were now owned by the
Company and were specifically described herein or in the Mortgage and conveyed
hereby or thereby.
PROVIDED that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, hypothecated, affected,
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pledged, set over or confirmed hereunder and are hereby expressly excepted from
the lien and operation of this Twenty-fourth Supplemental Indenture and from the
lien and operation of the Mortgage, namely: (1) cash, shares of stock, bonds,
notes and other obligations and other securities not hereafter specifically
pledged, paid, deposited, delivered or held under the Mortgage or covenanted so
to be; (2) merchandise, equipment, apparatus, materials or supplies held for the
purpose of sale or other disposition in the usual course of business; fuel, oil
and similar materials and supplies consumable in the operation of any of the
properties of the Company; all aircraft, rolling stock, trolley coaches, buses,
motor coaches, automobiles and other vehicles and materials and supplies held
for the purpose of repairing or replacing (in whole or part) any of the same;
all timber, minerals, mineral rights and royalties; (3) bills, notes and
accounts receivable, judgments, demands and choses in action, and all contracts,
leases and operating agreements not specifically pledged under the Mortgage or
covenanted so to be; the Company's contractual rights or other interest in or
with respect to tires not owned by the Company; (4) the last day of the term of
any lease or leasehold which may hereafter become subject to the lien of the
Mortgage; (5) electric energy, gas, steam, ice, and other materials or products
generated, manufactured, produced or purchased by the Company for sale,
distribution or use in the ordinary course of its business; and (6) the
Company's franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the lien and operation of this Twenty-fourth
Supplemental Indenture and from the lien and operation of the Mortgage in the
above subdivisions (2) and (3) shall (to the extent permitted by law) cease to
be so excepted in the event and as of the date that either or both of the
Trustees or a receiver or trustee shall enter upon and take possession of the
Mortgaged and Pledged Property in the manner provided in Article XIII of the
Mortgage by reason of the occurrence of a Default as defined in Section 65
thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed by the Company as aforesaid, or intended so to
be, unto the Trustees and their successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Mortgage, as supplemented, this Twenty-fourth Supplemental
Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the terms,
conditions, provisos, covenants and provisions contained in the Mortgage, as
heretofore supplemented, shall affect and apply to the property hereinbefore
described and conveyed and to the estate, rights, obligations and duties of the
Company and Trustees and the beneficiaries of the trust with respect to said
property, and to the Trustees and their successors in the trust in the same
manner and with the same effect as if said property had been owned by the
Company at the time of the execution of the Mortgage, and had been specifically
and at length described in and conveyed to said Trustees by the Mortgage as a
part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustees and
their successors in said trust under the Mortgage as follows:
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ARTICLE I
THIRTIETH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated "5.28% Series
due August 1, 2020" (herein sometimes referred to as the "Thirtieth Series"),
each of which shall also bear the descriptive title "First Mortgage Bond", and
the form thereof, which shall be established by Resolution of the Board of
Directors of the Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified. Bonds of the Thirtieth Series
shall be dated as in Section 10 of the Mortgage provided, mature on August 1,
2020, be issued as fully registered bonds in denominations of One Thousand
Dollars and, at the option of the Company, in any multiple or multiples of One
Thousand Dollars (the exercise of such option to be evidenced by the execution
and delivery thereof) and bear interest from August 1, 2005 at the rate of 5.28%
per annum, payable semi-annually on February 1 and August 1 of each year,
commencing February 1, 2006, the principal of and interest on each said bond to
be payable at the office or agency of the Company in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for public and private debts.
(I) OPTIONAL PREPAYMENT. The Company may, at its option, upon notice as
provided below, prepay at any time all, or from time to time any part of, the
bonds of the Thirtieth Series at 100% of the principal amount so prepaid, and
the Make-Whole Amount determined for the Settlement Date specified by the
Company in such notice with respect to such principal amount. The Company will
give each registered owner of Bonds of the Thirtieth Series written notice (by
first class mail or such other method as may be agreed upon by the Company and
such registered owner) of each optional prepayment under this subsection (I)
mailed or otherwise given not less than 30 days and not more than 60 days prior
to the date fixed for such prepayment, to each such registered owner at his, her
or its last address appearing on the registry books. Each such notice shall
specify the Settlement Date (which shall be a Business Day), the aggregate
principal amount of the bonds of the Thirtieth Series to be prepaid on such
date, the principal amount of each bond held by such registered owner to be
prepaid (determined in accordance with subsection (II) of this section), and the
interest to be paid on the Settlement Date with respect to such principal amount
being prepaid, and shall be accompanied by a certificate signed by a Senior
Financial Officer as to the estimated Make-Whole Amount due in connection with
such prepayment (calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation. Two Business Days
prior to such Settlement Date, the Company shall send to each registered owner
of bonds of the Thirtieth Series (by first class mail or by such other method as
may be agreed upon by the Company and such registered owner) a certificate
signed by a Senior Financial Officer specifying the calculation of such
Make-Whole Amount as of the specified Settlement Date. As promptly as
practicable after the giving of the notice and the sending of the certificates
provided in this subsection, the Company shall provide a copy of each to the
Corporate Trustee. The Trustees shall be under no duty to inquire into, may
conclusively presume the correctness of, and shall be fully protected in relying
upon the information set forth in any such notice or certificate. The bonds of
the Thirtieth Series are not otherwise subject to voluntary or optional
prepayment.
(II) ALLOCATION OF PARTIAL PREPAYMENTS. In the case of each partial
prepayment of the bonds of the Thirtieth Series, the principal amount of the
Bonds of the Thirtieth Series to be prepaid
8
shall be allocated by the Company among all of the Bonds of the Thirtieth Series
at the time outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts thereof not theretofore called for
prepayment.
(III) MATURITY; SURRENDER, ETC. In the case of each notice of
prepayment of bonds of the Thirtieth Series pursuant to this section, if cash
sufficient to pay the principal amount to be prepaid on the Settlement Date
(which shall be a Business Day), together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if any, is not paid
as agreed upon by the Company and each registered owner of the affected bonds,
or, to the extent that there is no such agreement entered into with one or more
such owners, deposited with the Corporate Trustee on or before the Settlement
Date, then such notice of prepayment shall be of no effect. If such cash is so
paid or deposited, such principal amount of the bonds of the Thirtieth Series
shall be deemed paid for all purposes and interest on such principal amount
shall cease to accrue. In case the Company pays any registered owner pursuant to
an agreement with that registered owner, the Company shall notify the Corporate
Trustee as promptly as practicable of such agreement and payment, and shall
furnish the Corporate Trustee with a copy of such agreement; in case the Company
deposits any cash with the Corporate Trustee, the Company shall provide
therewith a list of the registered owners and the amount of such cash each
registered owner is to receive. The Trustees shall be under no duty to inquire
into, may conclusively presume the correctness of, and shall be fully protected
in relying upon the information set forth in any such notice, list or agreement,
and shall not be chargeable with knowledge of any of the contents of any such
agreement. Any bond prepaid in full shall be surrendered to the Company or the
Corporate Trustee for cancellation on or before the Settlement Date or, with
respect to cash deposited with the Corporate Trustee, before payment of such
cash by the Corporate Trustee; any bond prepaid in part shall be surrendered to
the Company or the Corporate Trustee on or before the Settlement Date (unless
otherwise agreed between the Company and the registered owner) or, with respect
to cash deposited with Corporate Trustee before payment of such cash by the
Corporate Trustee, for a substitute bond in the principal amount remaining
unpaid.
(IV) MAKE-WHOLE AMOUNT.
"Make-Whole Amount" means, with respect to any bond of the Thirtieth
Series, an amount equal to the excess, if any, of the Discounted Value of the
Remaining Scheduled Payments with respect to the Called Principal of such bond
of the Thirtieth Series over the amount of such Called Principal, provided that
the Make-Whole Amount may in no event be less than zero. For the purposes of
determining the Make-Whole Amount, the following terms have the following
meanings:
"Business Day" means any day other than a Saturday, a Sunday or a day
on which commercial banks in New York City are required or authorized to be
closed.
"Called Principal" means, with respect to any bond of the Thirtieth
Series, the principal of such bond that is to be prepaid pursuant to subsection
(I) of this section.
"Discounted Value" means, with respect to the Called Principal of any
bond of the Thirtieth Series, the amount obtained by discounting all Remaining
Scheduled Payments with respect to such Called Principal from their respective
scheduled due dates to the Settlement Date with respect to such
9
Called Principal, in accordance with accepted financial practice and at a
discount factor (applied on the same periodic basis as that on which interest on
the bonds of the Thirtieth Series is payable) equal to the Reinvestment Yield
with respect to such Called Principal.
"Reinvestment Yield" means, with respect to the Called Principal of any
bond of the Thirtieth Series, 0.5% over the yield to maturity implied by (i) the
yields reported as of 10:00 a.m. (New York City time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as "Page PX1" (or such other display as may replace Page PX1
on Bloomberg Financial Markets ("Bloomberg") or, if Page PX1 (or its successor
screen on Bloomberg) is unavailable, the Telerate Access Service screen which
corresponds most closely to Page PX1 for the most recently issued actively
traded U.S. Treasury securities having a maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date, or (ii) if such yields
are not reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded U.S.
Treasury security with the maturity closest to and greater than such Remaining
Average Life and (2) the actively traded U.S. Treasury security with the
maturity closest to and less than such Remaining Average Life. The Reinvestment
Yield shall be rounded to the number of decimal places as appears in the
interest rate of the applicable bond of the Thirtieth Series.
"Remaining Average Life" means, with respect to any Called Principal,
the number of years (calculated to the nearest one-twelfth year) obtained by
dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to the
nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.
"Remaining Scheduled Payments" means, with respect to the Called
Principal of any Bond of the Thirtieth Series, all payments of such Called
Principal and interest thereon that would be due after the Settlement Date with
respect to such Called Principal if no payment of such Called Principal were
made prior to its scheduled due date, provided that if such Settlement Date is
not a date on which interest payments are due to be made under the terms of the
Bonds of the Thirtieth Series, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to
subsection (I) of this section.
"Settlement Date" means, with respect to the Called Principal of any
Bond of the Thirtieth Series, the date on which such Called Principal is to be
prepaid pursuant to subsection (I) of this section.
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"Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company.
(V) DIVIDEND COVENANT. If any series of bonds under the Mortgage has
the benefit of the dividend covenant in Section 39(III) of the Mortgage, then,
so long as such series of bonds remains outstanding and such dividend covenant
remains in effect, the bonds of the Thirtieth Series shall have the benefit of
such dividend covenant; provided however that no consent or vote of the holders
of the bonds of the Thirtieth Series shall be required to modify or eliminate
such dividend covenant to the extent, if any, that such dividend covenant may be
modified or eliminated at the request of the Company with the vote or consent of
the holders of the required aggregate principal amount of any series of
outstanding bonds whose consent is required by the Mortgage for such
modification or elimination and the Company has obtained any such required vote
or consent.
(VI) At the option of the registered owner, any bonds of the Thirtieth
Series, upon surrender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, The City of New York, together with a
written instrument of transfer wherever required by the Company duly executed by
the registered owner or by his duly authorized attorney, shall (subject to the
provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate
principal amount of bonds of the same series of other authorized denominations.
Bonds of the Thirtieth Series shall be transferable (subject to the
provisions of Section 12 of the Mortgage) at the office or agency of the Company
in the Borough of Manhattan, The City of New York. The Company shall not be
required to make transfers or exchanges of bonds of the Thirtieth Series for a
period of ten (10) days next preceding any designation of bonds of said series
to be prepaid, and the Company shall not be required to make transfers or
exchanges of any bonds of said series designated in whole or in part for
prepayment.
Upon any exchange or transfer of bonds of the Thirtieth Series, the
Company may make a charge therefor sufficient to reimburse it for any tax or
taxes or other governmental charge, as provided in Section 12 of the Mortgage,
but the Company hereby waives any right to make a charge in addition thereto for
any exchange or transfer of bonds of the Thirtieth Series.
After the delivery of this Twenty-fourth Supplemental Indenture and
upon compliance with the applicable provisions of the Mortgage and receipt of
consideration therefor by the Company, there shall be an initial issue of bonds
of the Thirtieth Series for the aggregate principal amount of $35,000,000.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2. Section 126 of the Mortgage, as heretofore amended, is
hereby further amended by adding the words "and August 1, 2020," after the words
"and July 1, 2022."
11
SECTION 3. Subject to the amendments provided for in this Twenty-fourth
Supplemental Indenture, the terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this Twenty-fourth Supplemental
Indenture, have the meanings specified in the Mortgage, as heretofore
supplemented.
SECTION 4. The holders of bonds of the Thirtieth Series consent that
the Company may, but shall not be obligated to, fix a record date for the
purpose of determining the holders of bonds of the Thirtieth Series entitled to
consent to any amendment, supplement or waiver. If a record date is fixed, those
persons who were holders at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such persons continue to be holders after such record date. No such consent
shall be valid or effective for more than 90 days after such record date.
SECTION 5. The Trustees hereby accept the trusts herein declared,
provided, created or supplemented and agree to perform the same upon the terms
and conditions herein and in the Mortgage set forth and upon the following terms
and conditions:
The Trustees shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Twenty-fourth Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely. In general, each and every term and
condition contained in Article XVII of the Mortgage shall apply to and form part
of this Twenty-fourth Supplemental Indenture with the same force and effect as
if the same were herein set forth in full with such omissions, variations and
insertions, if any, as may be appropriate to make the same conform to the
provisions of this Twenty-fourth Supplemental Indenture.
SECTION 6. Whenever in this Twenty-fourth Supplemental Indenture any
party hereto is named or referred to, this shall, subject to the provisions of
Articles XVI and XVII of the Mortgage, as heretofore supplemented, be deemed to
include the successors or assigns of such party, and all the covenants and
agreements in this Twenty-fourth Supplemental Indenture contained by or on
behalf of the Company, or by or on behalf of the Trustees shall, subject as
aforesaid, bind and inure to the benefit of the respective successors and
assigns of such party whether so expressed or not.
SECTION 7. Nothing in this Twenty-fourth Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to confer upon, or
give to, any person, firm or corporation, other than the parties hereto and the
holders of the bonds and coupons Outstanding under the Mortgage, any right,
remedy, or claim under or by reason of this Twenty-fourth Supplemental Indenture
or any covenant, condition, stipulation, promise or agreement hereof, and all
the covenants, conditions, stipulations, promises and agreements in this
Twenty-fourth Supplemental Indenture contained by and on behalf of the Company
shall be for the sole and exclusive benefit of the parties hereto, and of the
holders of the bonds and of the coupons Outstanding under the Mortgage.
SECTION 8. This Twenty-fourth Supplemental Indenture shall be executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
12
SECTION 9. The Company, the mortgagor named herein, by its execution
hereof acknowledges receipt of a full, true and complete copy of this
Twenty-fourth Supplemental Indenture.
13
IN WITNESS WHEREOF, ALLETE, Inc. has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by its President or one of
its Vice Presidents, and its corporate seal to be attested by its Secretary or
one of its Assistant Secretaries for and in its behalf, all in the City of
Duluth, Minnesota, and The Bank of New York has caused its corporate name to be
hereunto affixed, and this instrument to be signed and sealed by one of its Vice
Presidents or one of its Assistant Vice Presidents and its corporate seal to be
attested by one of its Assistant Treasurers, one of its Vice Presidents or one
of its Assistant Vice Presidents, and Douglas J. MacInnes has hereunto set his
hand and affixed his seal, all in The City of New York, as of the day and year
first above written.
ALLETE, INC.
By /s/ James K. Vizanko
---------------------------------------
James K. Vizanko
Senior Vice President and Chief
Financial Officer
Attest:
/s/ Deborah A. Amberg
- ---------------------------------
Deborah A. Amberg
Vice President, General Counsel
and Secretary
Executed, sealed and delivered by
ALLETE, INC. in the presence of:
/s/ Teresa Patterson
- --------------------------------
/s/ Dawn LaPointe Garbo
- --------------------------------
14
THE BANK OF NEW YORK,
as Trustee
By /s/ Ming Ryan
----------------------------------------
Ming Ryan
Vice President
Attest:
/s/ Geovanni Barris
- --------------------------------
Geovanni Barris
Vice President
/s/ Douglas J. MacInnes L.S.
------------------------------------------
DOUGLAS J. MACINNES
Executed, sealed and delivered by
THE BANK OF NEW YORK and DOUGLAS J.
MACINNES in the presence of:
/s/ S. Eunice Kim
- ----------------------------------
/s/ Essie Elcock
- ----------------------------------
15
STATE OF MINNESOTA )
) SS.:
COUNTY OF ST. LOUIS )
On this 15th day of April, 2005, before me, a Notary Public within and
for said County, personally appeared JAMES K. VIZANKO and DEBORAH A. AMBERG, to
me personally known, who, being each by me duly sworn, did say that they are
respectively the Senior Vice President and Chief Financial Officer and the Vice
President, General Counsel and Secretary of ALLETE, INC. of the State of
Minnesota, the corporation named in the foregoing instrument; that the seal
affixed to the foregoing instrument is the corporate seal of said corporation;
that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors; and said JAMES K. VIZANKO and DEBORAH A.
AMBERG acknowledged said instrument to be the free act and deed of said
corporation.
Personally came before me on this 15th day of April, 2005, JAMES K.
VIZANKO, to me known to be the Senior Vice President and Chief Financial
Officer, and DEBORAH A. AMBERG, to me known to be the Vice President, General
Counsel and Secretary of the above NAMED ALLETE, INC., the corporation described
in and which executed the foregoing instrument, and to me personally known to be
the persons who as such officers executed the foregoing instrument in the name
and behalf of said corporation, who, being by me duly sworn did depose and say
and acknowledge that they are respectively the Senior Vice President and Chief
Financial Officer and the Vice President, General Counsel and Secretary of said
corporation; that the seal affixed to said instrument is the corporate seal of
said corporation; and that they signed, sealed and delivered said instrument in
the name and on behalf of said corporation by authority of its Board of
Directors and stockholders, and said JAMES K. VIZANKO and DEBORAH A. AMBERG then
and there acknowledged said instrument to be the free act and deed of said
corporation and that such corporation executed the same.
On the 15th day of April, 2005, before me personally came JAMES K.
VIZANKO and DEBORAH A. AMBERG, to me known, who, being by me duly sworn, did
depose and say that they respectively reside at 1340 Mississippi Avenue, Duluth,
Minnesota, and 1923 West Kent Road, Duluth, Minnesota; that they are
respectively the Vice President and Chief Financial Officer and the Vice
President, General Counsel and Secretary of ALLETE, INC., one of the
corporations described in and which executed the above instrument; that they
know the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation, and that they signed their names thereto by like order.
GIVEN under my hand and notarial seal this 15th day of April, 2005.
/s/ Jodi M. Nash
------------------------------------------
JODI M. NASH JODI M. NASH
NOTARY PUBLIC - MINNESOTA NOTARY PUBLIC - MINNESOTA
My Commission Expires Jan. 31, 2010 My Commission Expires 1/31/2010
-----------
16
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On this 19th day of April, 2005, before me, a Notary Public within and
for said County, personally appeared MING RYAN and GEOVANNI BARRIS, to me
personally known, who, being each by me duly sworn, did say that they are
respectively a Vice President and an Vice President of THE BANK OF NEW YORK of
the State of New York, the corporation named in the foregoing instrument; that
the seal affixed to the foregoing instrument is the corporate seal of said
corporation; that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors; and said MING RYAN and
GEOVANNI BARRIS acknowledged said instrument to be the free act and deed of said
corporation.
Personally came before me on this 19th day of April, 2005, MING RYAN,
to me known to be a Vice President, and GEOVANNI BARRIS, to me known to be a
Vice President, of the above named THE BANK OF NEW YORK, the corporation
described in and which executed the foregoing instrument, and to me personally
known to be the persons who as such officers executed the foregoing instrument
in the name and behalf of said corporation, who, being by me duly sworn did
depose and say and acknowledge that they are respectively a Vice President and a
Vice President of said corporation; that the seal affixed to said instrument is
the corporate seal of said corporation; and that they signed, sealed and
delivered said instrument in the name and on behalf of said corporation by
authority of its Board of Directors, and said MING RYAN and GEOVANNI BARRIS then
and there acknowledged said instrument to be the free act and deed of said
corporation and that such corporation executed the same.
On the 19th day of April, 2005, before me personally came MING RYAN and
GEOVANNI BARRIS, to me known, who, being by me duly sworn, did depose and say
that they respectively reside at 19 Belaire Court, Roseland, NJ 07068, and 14
Huber Court, Hightstown, NJ 08520; that they are respectively a Vice President
and a Vice President of THE BANK OF NEW YORK, one of the corporations described
in and which executed the above instrument; that they know the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation,
and that they signed their names thereto by like order.
GIVEN under my hand and notarial seal this 19th day of April, 2005.
/s/ William J. Cassels
-----------------------------------
Notary Public, State of New York
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006
17
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On this 19th day of April, 2005, before me personally appeared DOUGLAS
J. MACINNES, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.
Personally came before me this 19th day of April, 2005, the above named
DOUGLAS J. MACINNES, to me known to be the person who executed the foregoing
instrument, and acknowledged the same.
On the 19th day of April, 2005, before me personally came DOUGLAS J.
MACINNES, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same.
GIVEN under my hand and notarial seal this 19th day of April, 2005.
/s/ William J. Cassels
-----------------------------------
Notary Public, State of New York
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006