Exhibit 4(e)
AGREEMENT AS TO EXPENSES AND LIABILITIES
AGREEMENT dated as of March 20, 1996, between Minnesota Power
& Light Company, a Minnesota corporation ("Minnesota Power"), and MP&L Capital
I, a Delaware business trust (the "Trust").
WHEREAS, the Trust intends to issue its Common Securities (the
"Common Securities") to and receive Debentures from Minnesota Power and to issue
its 8.05% Quarterly Income Preferred Securities (the "Preferred Securities")
with such powers, preferences and special rights and restrictions as are set
forth in the Amended and Restated Trust Agreement of the Trust dated as of March
1, 1996 as the same may be amended from time to time (the "Trust Agreement");
WHEREAS, Minnesota Power is the issuer of the Debentures;
NOW, THEREFORE, in consideration of the acceptance by each
holder of the Preferred Securities, which acceptance Minnesota Power hereby
agrees shall benefit Minnesota Power and which acceptance Minnesota Power
acknowledges will be made in reliance upon the execution and delivery of this
Agreement, Minnesota Power, including in its capacity as holder of the Common
Securities, and the Trust hereby agree as follows:
ARTICLE I
Section 1.01. Assumption by Minnesota Power. Subject to the
terms and conditions hereof, Minnesota Power hereby irrevocably and
unconditionally assumes the full payment, when and as due, of any and all
Obligations (as hereinafter defined) to each person or entity to whom the Trust
is now or hereafter becomes indebted or liable (the "Beneficiaries"). As used
herein, "Obligations" means any indebtedness, expenses or liabilities of the
Trust, other than (i) obligations of the Trust to pay to holders of any
Preferred Securities or other similar interests in the Trust the amounts due
such holders pursuant to the terms of the Preferred Securities or such other
similar interests, as the case may be and (ii) obligations arising out of the
negligence, willful misconduct or bad faith of the Trustees of the Trust. This
Agreement is intended to be for the benefit of, and to be enforceable by, all
such Beneficiaries, whether or not such Beneficiaries have received notice
hereof.
Section 1.02. Term of Agreement. This Agreement shall
terminate and be of no further force and effect upon the date on which there are
no Beneficiaries remaining; provided, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Preferred Securities or any Beneficiary must restore payment
of any sums paid under the Preferred Securities, under any Obligation, under the
Guarantee Agreement dated the date hereof by Minnesota Power and The Bank of New
York, as guarantee trustee, or under this Agreement for any reason whatsoever.
This Agreement is continuing, irrevocable, unconditional and absolute.
Section 1.03. Waiver of Notice. Minnesota Power hereby waives
notice of acceptance of this Agreement and of any Obligation to which it applies
or may apply, and Minnesota Power hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.
Section 1.04. No Impairment. The obligations, covenants,
agreements and duties of Minnesota Power under this Agreement shall in no way be
affected or impaired by reason of the happening from time to time of any of the
following:
(a) the extension of time for the payment by the Trust of all
or any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;
(b) any failure, omission, delay or lack of diligence on the
part of the Beneficiaries to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Beneficiaries with respect to the Obligations
or any action on the part of the Trust granting indulgence or extension of any
kind; or
(c) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or readjustment
of debt of, or other similar proceedings affecting, the Trust or any of the
assets of the Trust.
There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, Minnesota Power with respect to the happening of any of the
foregoing.
Section 1.05. Enforcement. A Beneficiary may enforce this
Agreement directly against Minnesota Power and Minnesota Power waives any right
or remedy to require that any action be brought against the Trust or any other
person or entity before proceeding against Minnesota Power.
ARTICLE II
Section 2.01. Binding Effect. All guarantees and agreements
contained in this Agreement shall bind the successors, assigns, receivers,
trustees and representatives of Minnesota Power and shall inure to the benefit
of the Beneficiaries.
Section 2.02. Amendment. So long as there remains any
Beneficiary or any Preferred Securities of any series are outstanding, this
Agreement shall not be modified or amended in any manner adverse to such
Beneficiary or to the holders of the Preferred Securities.
Section 2.03. Notices. Any notice, request or other
communication required or permitted to be given hereunder shall be given in
writing by delivering the same against
receipt therefor by facsimile transmission (confirmed by mail), telex or by
registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed or upon receipt of an answer-back, if sent by telex),
to wit:
MP&L Capital I
c/o Minnesota Power & Light Company
30 West Superior Street
Duluth, Minnesota 55802
Facsimile No.: (218) 723-3955
Attention: Philip R. Halverson
Minnesota Power & Light Company
30 West Superior Street
Duluth, Minnesota 55802
Facsimile No.: (218) 723-3912
Attention: James K. Vizanko
Section 2.04 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES).
THIS AGREEMENT is executed as of the day and year first above
written.
MINNESOTA POWER & LIGHT COMPANY
By: D. G. Gartzke
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Name: David G. Gartzke
Title: Senior Vice President-Finance
and Chief Financial Officer
MP&L CAPITAL I
By: Philip R. Halverson
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Philip R. Halverson
not in his individual capacity, but
solely as Administrative Trustee