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MINNESOTA POWER & LIGHT COMPANY
TO
THE BANK OF NEW YORK
(FORMERLY IRVING TRUST COMPANY)
AND
W.T. CUNNINGHAM
(SUCCESSOR TO RICHARD H. WEST, J.A. AUSTIN,
E.J. MCCABE, D.W. MAY AND J.A. VAUGHAN)
AS TRUSTEES UNDER MINNESOTA POWER &
LIGHT COMPANY'S MORTGAGE AND DEED OF
TRUST DATED AS OF SEPTEMBER 1, 1945
------------------------
TWENTIETH SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS, 6.68% SERIES DUE NOVEMBER 15, 2007
(TWENTY-SIXTH SERIES)
DATED AS OF NOVEMBER 1, 1997
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TWENTIETH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of November 1, 1997, by and between MINNESOTA
POWER & LIGHT COMPANY, 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 W. T. CUNNINGHAM (successor to Richard H. West, J. A.
Austin, E. J. McCabe, D. W. May and J. A. Vaughan), whose post office address is
3 Arlington Drive, Denville, New Jersey 07834 (said W. T. Cunningham 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 "Twentieth 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
-2-
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
which supplemental indentures were filed and recorded in various official
records in the State of Minnesota; and
WHEREAS, for said purposes, among others, the Company also executed and
delivered a Nineteenth Supplemental Indenture, dated as of February 1, 1997,
which was filed and recorded in various official records in the State of
Minnesota for which recording information is not yet available.
-3-
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 $18,000,000
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 3,600,000
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 55,000,000
7-1/2% Series due August 1, 2007.......... 35,000,000 35,000,000
Pollution Control Series E................ 111,000,000 111,000,000
7% Series due March 1, 2008............... 50,000,000 50,000,000
6-1/4% Series due July 1, 2003............ 25,000,000 25,000,000
7% Series due February 15, 2007........... 60,000,000 60,000,000
which bonds are also hereinafter sometimes called bonds of the First through
Twenty-fifth 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
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provisions not inconsistent with the 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 Twentieth
Supplemental Indenture, and the terms of the bonds of the Twenty-sixth 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 W. T. CUNNINGHAM, as Trustees under the
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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 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 Twentieth 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.
-6-
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, pledged, set over or confirmed hereunder and
are hereby expressly excepted from the lien and operation of this Twentieth
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 Twentieth 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.
-7-
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 Twentieth 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:
ARTICLE I
TWENTY-SIXTH SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated "6.68% Series due
November 15, 2007" (herein sometimes referred to as the "Twenty-sixth 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 Twenty- sixth Series
shall be dated as in Section 10 of the Mortgage provided, mature on November 15,
2007, 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 at the rate of 6.68% per annum, payable
semi-annually on November 15 and May 15 of each year, commencing May 15, 1998,
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) Bonds of the Twenty-sixth Series shall not be redeemable prior to
maturity.
(II) At the option of the registered owner, any bonds of the Twenty-sixth
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
-8-
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 Twenty-sixth 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.
Upon any exchange or transfer of bonds of the Twenty-sixth 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 Twenty-sixth Series.
Upon the delivery of this Twentieth Supplemental Indenture and upon
compliance with the applicable provisions of the Mortgage, there shall be an
initial issue of bonds of the Twenty- sixth Series for the aggregate principal
amount of $20,000,000.
ARTICLE II
DIVIDEND COVENANT
SECTION 2. The Company covenants and agrees that the provisions of
subdivision (III) of Section 39 of the Mortgage, which are to remain in effect
so long as any of the bonds of the First Series shall remain Outstanding, shall
remain in full force and effect so long as any bonds of the First through
Twenty-sixth Series shall remain Outstanding.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. Section 126 of the Mortgage, as heretofore amended, is hereby
further amended by adding the words "and November 15, 2007" after the words
"February 15, 2007".
SECTION 4. Subject to the amendments provided for in this Twentieth
Supplemental Indenture, the terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this Twentieth Supplemental Indenture,
have the meanings specified in the Mortgage, as heretofore supplemented.
-9-
SECTION 5. The holders of bonds of the Twenty-sixth 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 Twenty-sixth 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 6. 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 Twentieth 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
Twentieth 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
Twentieth Supplemental Indenture.
SECTION 7. Whenever in this Twentieth 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 Twentieth 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 8. Nothing in this Twentieth 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 Twentieth Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Twentieth
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.
-10-
SECTION 9. This Twentieth 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.
SECTION 10. The Company, the mortgagor named herein, by its execution
hereof acknowledges receipt of a full, true and complete copy of this Twentieth
Supplemental Indenture.
-11-
IN WITNESS WHEREOF, Minnesota Power & Light Company 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, 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 or one of its Assistant Vice
Presidents, and W. T. Cunningham 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.
MINNESOTA POWER & LIGHT COMPANY
[MINNESOTA POWER & LIGHT COMPANY
CORPORATE SEAL
MINESOTA] By David G. Gartzke
----------------------------------
David G. Gartzke
Senior Vice President - Finance
and Chief Financial Officer
Attest:
Philip R. Halverson
- - - ------------------------
Philip R. Halverson
Vice President, Counsel
and Secretary
Executed, sealed and delivered by
MINNESOTA POWER & LIGHT COMPANY
in the presence of:
Lorie Skudstad
- - - -------------------------
Geraldine Peterson
- - - -------------------------
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THE BANK OF NEW YORK
as Trustee
By Thomas B. Zakrzewski
------------------------------------
Thomas B. Zakrzewski
Assistant Vice President
Attest:
Remo J. Reale
- - - -------------------------
Remo J. Reale
Assistant Vice President
W. T. Cunningham (L.S.)
---------------------------------
W.T. Cunningham
Executed, sealed and delivered by
THE BANK OF NEW YORK AND W. T. CUNNINGHAM
in the presence of:
Michele L. Russo
- - - -------------------------
Essie Elcock
- - - -------------------------
-13-
STATE OF MINNESOTA )
) SS.:
COUNTY OF ST. LOUIS )
On this 20th day of November, 1997, before me, a Notary Public within and
for said County, personally appeared DAVID G. GARTZKE and PHILIP R. HALVERSON,
to me personally known, who, being each by me duly sworn, did say that they are
respectively the Senior Vice President - Finance and Chief Financial Officer and
the Vice President, General Counsel and Secretary of MINNESOTA POWER & LIGHT
COMPANY 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 DAVID G.
GARTZKE and PHILIP R. HALVERSON acknowledged said instrument to be the free act
and deed of said corporation.
Personally came before me on this 20th day of November, 1997, DAVID G.
GARTZKE to me known to be the Senior Vice President - Finance and Chief
Financial Officer and PHILIP R. HALVERSON, to me known to be the Vice President,
General Counsel and Secretary, of the above named MINNESOTA POWER & LIGHT
COMPANY, 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 - Finance 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 DAVID G. GARTZKE and PHILIP R. HALVERSON 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 20th day of November, 1997, before me personally came DAVID G.
GARTZKE and PHILIP R. HALVERSON, to me known, who, being by me duly sworn, did
depose and say that they respectively reside at 2609 East 5th Street, Duluth,
Minnesota 55812, and 3364 West Tischer Road, Duluth, Minnesota 55803; that they
are respectively the Senior Vice President - Finance and Chief Financial Officer
and the Vice President, General Counsel and Secretary of MINNESOTA POWER & LIGHT
COMPANY, 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 20th day of November, 1997.
Jeannette A. Atkinson
-----------------------------------
JEANNETTE A. ATKINSON
[SEAL] NOTARY PUBLIC-MINNESOTA
ST. LOUIS COUNTY
My Commission Expires Jan. 31, 2000
-14-
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On this 20th day of November, 1997, before me, a Notary Public within and
for said County, personally appeared THOMAS B. ZAKRZEWSKI and REMO J. REALE, to
me personally known, who, being each by me duly sworn, did say that they are
respectively an Assistant Vice President and an Assistant 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
THOMAS B. ZAKRZEWSKI and REMO J. REALE acknowledged said instrument to be the
free act and deed of said corporation.
Personally came before me on this 20th day of November, 1997, THOMAS B.
ZAKRZEWSKI, to me known to be an Assistant Vice President, and REMO J. REALE,
known to me to be an Assistant 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 an Assistant Vice President and an Assistant 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 THOMAS B. ZAKRZEWSKI and REMO J. REALE 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 20th day of November, 1997, before me personally came THOMAS B.
ZAKRZEWSKI and REMO J. REALE, to me known, who, being by me duly sworn, did
depose and say that they respectively reside at 63 Sargent Road, Freehold, New
Jersey 07728 and 111 Jackson Street, Garden City, New York; that they are
respectively an Assistant Vice President and an Assistant 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 20th day of November, 1997.
[SEAL William J. Cassels
William J. Cassels ------------------------------------
Notary William J. Cassels
Public Notary Public, State of New York
State of New York] No. 01CA5027729
Qualified in Bronx County
Certificate Filed in New York County
Commission Expires May 16, 1998
-15-
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On this 20th day of November, 1997 before me personally appeared W. T.
CUNNINGHAM, 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 20th day of November, 1997, the above named
W. T. CUNNINGHAM, to me known to be the person who executed the foregoing
instrument, and acknowledged the same.
On the 20th day of November, 1997, before me personally came W. T.
CUNNINGHAM, 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 20th day of November, 1997.
[SEAL William J. Cassels
William J. Cassels ------------------------------------
Notary William J. Cassels
Public Notary Public, State of New York
State of New York] No. 01CA5027729
Qualified in Bronx County
Certificate Filed in New York County
Commission Expires May 16, 1998