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EXHIBIT 4(a)
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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
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Twenty-third Supplemental Indenture
Providing among other things for
First Mortgage Bonds, Pollution Control Series F
(Twenty-ninth Series)
Dated as of August 1, 2004
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TWENTY-THIRD SUPPLEMENTAL INDENTURE
THIS
INDENTURE,
dated as of August 1,
2004, 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-third
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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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
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-----------
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
which supplemental indentures were filed and recorded in various official
records in the State of Minnesota; and
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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
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
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 First Mortgage Bonds due
October 20, 2003
250,000,000 None
Collateral Series
A.................................. 255,000,000
None
which bonds are also hereinafter sometimes called bonds of the First
through
Twenty-eighth 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
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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;
WHEREAS,
the Company now desires to create one 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-third
Supplemental Indenture, and the terms of the bonds of the
Twenty-ninth 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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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-third
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,
