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Exhibit 4(a)3
ALLETE
2007 Form 10-K
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
Twenty-seventh Supplemental Indenture
Providing, among other things, for
First Mortgage Bonds, 4.86% Series due April 1,
2013
(Thirty-third Series)
Dated as of February 1,
2008
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of February 1, 2008, 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-seventh
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
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:
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Designation
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Dated as of
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First
Supplemental Indenture
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March
1, 1949
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Second
Supplemental Indenture
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July
1, 1951
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Third
Supplemental Indenture
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March
1, 1957
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Fourth
Supplemental Indenture
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January
1, 1968
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Fifth
Supplemental Indenture
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April
1, 1971
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|
Sixth
Supplemental Indenture
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August
1, 1975
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|
Seventh
Supplemental Indenture
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September
1, 1976
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Eighth
Supplemental Indenture
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September
1, 1977
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|
Ninth
Supplemental Indenture
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April
1, 1978
|
|
Tenth
Supplemental Indenture
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August
1, 1978
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Eleventh
Supplemental Indenture
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December
1, 1982
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Twelfth
Supplemental Indenture
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April
1, 1987
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Thirteenth
Supplemental Indenture
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March
1, 1992
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Fourteenth
Supplemental Indenture
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June
1, 1992
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Fifteenth
Supplemental Indenture
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July
1, 1992
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Sixteenth
Supplemental Indenture
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July
1, 1992
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Seventeenth
Supplemental Indenture
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February
1, 1993
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Eighteenth
Supplemental Indenture
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July
1, 1993
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Nineteenth
Supplemental Indenture
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February
1, 1997
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Twentieth
Supplemental Indenture
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November
1, 1997
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Twenty-first
Supplemental Indenture
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October
1, 2000
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Twenty-second
Supplemental Indenture
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July
1, 2003
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Twenty-third
Supplemental Indenture
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August
1, 2004
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Twenty-fourth
Supplemental Indenture
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March
1, 2005
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Twenty-fifth
Supplemental Indenture
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December
1, 2005
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Twenty-sixth
Supplemental Indenture
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October
1, 2006
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which
supplemental indentures were filed and recorded in various
official records in the State of Minnesota; and
WHEREAS,
the Company has heretofore issued, in accordance with the
provisions of the Mortgage, as heretofore supplemented, the
following series of First Mortgage Bonds:
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Series
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Principal
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Principal
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Amount
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Amount
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Issued
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Outstanding
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| |
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3-1/8%
Series due 1975
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$26,000,000
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None
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3-1/8%
Series due 1979
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4,000,000
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None
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3-5/8%
Series due 1981
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10,000,000
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None
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4-3/4%
Series due 1987
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12,000,000
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None
|
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6-1/2%
Series due 1998
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18,000,000
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None
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8-1/8%
Series due 2001
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23,000,000
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None
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10-1/2%
Series due 2005
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35,000,000
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None
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8.70%
Series due 2006
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35,000,000
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None
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8.35%
Series due 2007
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50,000,000
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None
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9-1/4%
Series due 2008
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50,000,000
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None
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Pollution
Control Series A
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111,000,000
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None
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Industrial
Development Series A
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2,500,000
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None
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Industrial
Development Series B
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1,800,000
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None
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Industrial
Development Series C
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1,150,000
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None
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Pollution
Control Series B
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13,500,000
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None
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Pollution
Control Series C
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2,000,000
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None
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Pollution
Control Series D
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3,600,000
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None
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7-3/4%
Series due 1994
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55,000,000
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None
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7-3/8%
Series due March 1, 1997
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60,000,000
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None
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7-3/4%
Series due June 1, 2007
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55,000,000
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None
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7-1/2%
Series due August 1, 2007
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35,000,000
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None
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Pollution
Control Series E
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111,000,000
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None
|
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7%
Series due March 1, 2008
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50,000,000
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None
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6-1/4%
Series due July 1, 2003
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25,000,000
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None
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7%
Series due February 15, 2007
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60,000,000
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None
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6.68%
Series due November 15, 2007
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20,000,000
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None
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Floating
Rate Series due October 20, 2003
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250,000,000
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None
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Collateral
Series A
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255,000,000
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None
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Pollution
Control Series F
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111,000,000
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111,000,000
|
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5.28%
Series due August 1, 2020
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35,000,000
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35,000,000
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5.69%
Series due March 1, 2036
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50,000,000
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50,000,000
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5.99%
Series due February 1, 2027
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60,000,000
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60,000,000
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which
bonds are also hereinafter sometimes called bonds of the First
through Thirty-second 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 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-seventh Supplemental Indenture, and the terms of the
bonds of the Thirty-third 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
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-seventh
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,
pledged, set over or confirmed hereunder and are hereby
expressly excepted from the lien and operation of this
Twenty-seventh 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-seventh 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 covenan
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