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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
---------------------------------------
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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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
which supplemental indentures were filed and recorded in various official
records in the State of Minnesota; and
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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
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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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4
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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5
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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6
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 Inde
