<PAGE>
EXHIBIT 4(a)3
ALLETE 2006 FORM 10-K
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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
--------------------------
Twenty-sixth Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 5.99% Series due February 1, 2027
(Thirty-second Series)
DATED AS OF OCTOBER 1, 2006
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TWENTY-SIXTH SUPPLEMENTAL INDENTURE
THIS
INDENTURE, dated as of
October 1, 2006, 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-sixth
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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2
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
Twenty-fourth Supplemental Indenture...................March 1,
2005
Twenty-fifth Supplemental Indenture....................December 1,
2005
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3
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:
SERIES
PRINCIPAL
PRINCIPAL
------
AMOUNT
AMOUNT
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
None
Pollution Control Series E................... 111,000,000
None
7% Series due March 1, 2008.................. 50,000,000
None
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
5.28% Series due August 1, 2020.............. 35,000,000
35,000,000
5.69% Series due March 1, 2036............... 50,000,000
50,000,000
which bonds are also
hereinafter sometimes
called bonds of the
First through
Thirty-first 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
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4
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-sixth
Supplemental Indenture, and the terms of the bonds of the
Thirty-second 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,
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5
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-sixth
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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6
pledged, set over or
confirmed hereunder and are hereby expressly excepted from
the lien and operation of this Twenty-sixth 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 ma
