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
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(successor to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇. ▇. ▇▇▇▇▇▇,
▇. ▇. ▇▇▇▇▇▇, D. W. May, ▇. ▇. ▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇▇▇▇▇▇)
As Trustees under ALLETE, Inc.'s
Mortgage and Deed of Trust dated as of
September 1, 1945
----------------------------
Twenty-fifth Supplemental Indenture
Providing among other things for
First Mortgage Bonds, 5.69% Series due March 1, 2036
(Thirty-first Series)
DATED AS OF DECEMBER 1, 2005
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TWENTY-FIFTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of December 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 ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (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 ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter sometimes called the "Corporate
Trustee"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (successor to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇. ▇. ▇▇▇▇▇▇,
▇. ▇. ▇▇▇▇▇▇, ▇. ▇. May, ▇. ▇. ▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇▇▇▇▇▇), whose post office
address is ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (said ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇.
▇▇▇▇, 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-fifth
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 ▇. ▇. ▇▇▇▇▇▇ succeeded ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 ▇. ▇. ▇▇▇▇▇▇ in turn succeeded ▇. ▇. ▇▇▇▇▇▇ 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 ▇. ▇.
▇▇▇▇▇▇ as Co-Trustee under the Mortgage; and
WHEREAS, an instrument, dated as of June 25, 1984, was executed and
delivered under which ▇. ▇. ▇▇▇▇▇▇▇ 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 ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ in turn succeeded ▇. ▇. ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in turn succeeded ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ 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
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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:
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 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 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
5.28% Series due August 1, 2020.............. 35,000,000 35,000,000
which bonds are also hereinafter sometimes called bonds of the First through
Thirtieth Series, respectively; and
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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-fifth
Supplemental Indenture, and the terms of the bonds of the Thirty-first 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustees under the
Mortgage, and to their successor or successors in said
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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-fifth 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
6
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-fifth
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-fifth 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 covenants as
are set forth in the Mortgage, as supplemented, this Twenty-fifth 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
7
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
THIRTY-FIRST SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated "5.69% Series due
March 1, 2036" (herein sometimes referred to as the "Thirty-first 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 Thirty-first Series shall be
dated as in Section 10 of the Mortgage provided, mature on March 1, 2036, 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 from March 1, 2006 at the rate of 5.69% per
annum, payable semi-annually on March 1 and September 1 of each year, commencing
September 1, 2006, 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) OPTIONAL PREPAYMENT. The Company may, at its option, upon notice as
provided below, prepay at any time all, or from time to time any part of, the
bonds of the Thirty-first Series at 100% of the principal amount so prepaid, and
the Make-Whole Amount determined for the Settlement Date specified by the
Company in such notice with respect to such principal amount. The Company will
give each registered owner of Bonds of the Thirty-first Series written notice
(by first class mail or such other method as may be agreed upon by the Company
and such registered owner) of each optional prepayment under this subsection (I)
mailed or otherwise given not less than 30 days and not more than 60 days prior
to the date fixed for such prepayment, to each such registered owner at his, her
or its last address appearing on the registry books. Each such notice shall
specify the Settlement Date (which shall be a Business Day), the aggregate
principal amount of the bonds of the Thirty-first Series to be prepaid on such
date, the principal amount of each bond held by such registered owner to be
prepaid (determined in accordance with subsection (II) of this section), and the
interest to be paid on the Settlement Date with respect to such principal amount
being prepaid, and shall be accompanied by a certificate signed by a Senior
Financial Officer as to the estimated Make-Whole Amount due in connection with
such prepayment (calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation. Two Business Days
prior to such Settlement Date, the Company shall send to each registered owner
of bonds of the Thirty-first Series (by first class mail or by such other method
as may be agreed upon by the Company and such registered owner) a certificate
signed by a Senior Financial Officer specifying the calculation of such
8
Make-Whole Amount as of the specified Settlement Date. As promptly as
practicable after the giving of the notice and the sending of the certificates
provided in this subsection, the Company shall provide a copy of each to the
Corporate Trustee. The Trustees shall be under no duty to inquire into, may
conclusively presume the correctness of, and shall be fully protected in relying
upon the information set forth in any such notice or certificate. The bonds of
the Thirty-first Series are not otherwise subject to voluntary or optional
prepayment.
(II) ALLOCATION OF PARTIAL PREPAYMENTS. In the case of each partial
prepayment of the bonds of the Thirty-first Series, the principal amount of the
Bonds of the Thirty-first Series to be prepaid shall be allocated by the Company
among all of the Bonds of the Thirty-first Series at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof not theretofore called for prepayment.
(III) MATURITY; SURRENDER, ETC. In the case of each notice of prepayment of
bonds of the Thirty-first Series pursuant to this section, if cash sufficient
to pay the principal amount to be prepaid on the Settlement Date (which shall be
a Business Day), together with interest on such principal amount accrued to such
date and the applicable Make-Whole Amount, if any, is not paid as agreed upon by
the Company and each registered owner of the affected bonds, or, to the extent
that there is no such agreement entered into with one or more such owners,
deposited with the Corporate Trustee on or before the Settlement Date, then such
notice of prepayment shall be of no effect. If such cash is so paid or
deposited, such principal amount of the bonds of the Thirty-first Series shall
be deemed paid for all purposes and interest on such principal amount shall
cease to accrue. In case the Company pays any registered owner pursuant to an
agreement with that registered owner, the Company shall notify the Corporate
Trustee as promptly as practicable of such agreement and payment, and shall
furnish the Corporate Trustee with a copy of such agreement; in case the Company
deposits any cash with the Corporate Trustee, the Company shall provide
therewith a list of the registered owners and the amount of such cash each
registered owner is to receive. The Trustees shall be under no duty to inquire
into, may conclusively presume the correctness of, and shall be fully protected
in relying upon the information set forth in any such notice, list or agreement,
and shall not be chargeable with knowledge of any of the contents of any such
agreement. Any bond prepaid in full shall be surrendered to the Company or the
Corporate Trustee for cancellation on or before the Settlement Date or, with
respect to cash deposited with the Corporate Trustee, before payment of such
cash by the Corporate Trustee; any bond prepaid in part shall be surrendered to
the Company or the Corporate Trustee on or before the Settlement Date (unless
otherwise agreed between the Company and the registered owner) or, with respect
to cash deposited with Corporate Trustee before payment of such cash by the
Corporate Trustee, for a substitute bond in the principal amount remaining
unpaid.
(IV) MAKE-WHOLE AMOUNT.
"Make-Whole Amount" means, with respect to any bond of the Thirty-first
Series, an amount equal to the excess, if any, of the Discounted Value of the
Remaining Scheduled Payments with respect to the Called Principal of such bond
of the Thirty-first Series over the amount of such Called Principal, provided
that the Make-Whole Amount may in no event be less than zero. For the purposes
of determining the Make-Whole Amount, the following terms have the following
meanings:
9
"Business Day" means any day other than a Saturday, a Sunday or a day on
which commercial banks in New York City are required or authorized to be closed.
"Called Principal" means, with respect to any bond of the Thirty-first
Series, the principal of such bond that is to be prepaid pursuant to subsection
(I) of this section.
"Discounted Value" means, with respect to the Called Principal of any bond
of the Thirty-first Series, the amount obtained by discounting all Remaining
Scheduled Payments with respect to such Called Principal from their respective
scheduled due dates to the Settlement Date with respect to such Called
Principal, in accordance with accepted financial practice and at a discount
factor (applied on the same periodic basis as that on which interest on the
bonds of the Thirty-first Series is payable) equal to the Reinvestment Yield
with respect to such Called Principal.
"Reinvestment Yield" means, with respect to the Called Principal of any
bond of the Thirty-first Series, 0.5% over the yield to maturity implied by (i)
the yields reported as of 10:00 a.m. (New York City time) on the second Business
Day preceding the Settlement Date with respect to such Called Principal, on the
display designated as "Page PX1" (or such other display as may replace Page PX1
on Bloomberg Financial Markets ("Bloomberg") or, if Page PX1 (or its successor
screen on Bloomberg) is unavailable, the Telerate Access Service screen which
corresponds most closely to Page PX1 for the most recently issued actively
traded U.S. Treasury securities having a maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date, or (ii) if such yields
are not reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury ▇▇▇▇
quotations to bond equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded U.S.
Treasury security with the maturity closest to and greater than such Remaining
Average Life and (2) the actively traded U.S. Treasury security with the
maturity closest to and less than such Remaining Average Life. The Reinvestment
Yield shall be rounded to the number of decimal places as appears in the
interest rate of the applicable bond of the Thirty-first Series.
"Remaining Average Life" means, with respect to any Called Principal, the
number of years (calculated to the nearest one-twelfth year) obtained by
dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to the
nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.
"Remaining Scheduled Payments" means, with respect to the Called Principal
of any Bond of the Thirty-first Series, all payments of such Called Principal
and interest thereon that would be due after the Settlement Date with respect to
such Called Principal if no payment of such Called Principal
10
were made prior to its scheduled due date, provided that if such Settlement Date
is not a date on which interest payments are due to be made under the terms of
the Bonds of the Thirty-first Series, then the amount of the next succeeding
scheduled interest payment will be reduced by the amount of interest accrued to
such Settlement Date and required to be paid on such Settlement Date pursuant to
subsection (I) of this section.
"Settlement Date" means, with respect to the Called Principal of any Bond
of the Thirty-first Series, the date on which such Called Principal is to be
prepaid pursuant to subsection (I) of this section.
"Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company.
(V) At the option of the registered owner, any bonds of the Thirty-first
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 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 Thirty-first 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. The Company shall not be
required to make transfers or exchanges of bonds of the Thirty-first Series for
a period of ten (10) days next preceding any designation of bonds of said series
to be prepaid, and the Company shall not be required to make transfers or
exchanges of any bonds of said series designated in whole or in part for
prepayment.
Upon any exchange or transfer of bonds of the Thirty-first 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 Thirty-first Series.
After the delivery of this Twenty-fifth Supplemental Indenture and upon
compliance with the applicable provisions of the Mortgage and receipt of
consideration therefor by the Company, there shall be an initial issue of bonds
of the Thirty-first Series for the aggregate principal amount of $50,000,000.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 2. Section 126 of the Mortgage, as heretofore amended, is hereby
further amended by adding the words "and March 1, 2036," after the words "and
August 1, 2020."
11
SECTION 3. Subject to the amendments provided for in this Twenty-fifth
Supplemental Indenture, the terms defined in the Mortgage, as heretofore
supplemented, shall, for all purposes of this Twenty-fifth Supplemental
Indenture, have the meanings specified in the Mortgage, as heretofore
supplemented.
SECTION 4. The holders of bonds of the Thirty-first 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 Thirty-first 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 5. 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 Twenty-fifth 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 Twenty-fifth 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 Twenty-fifth Supplemental Indenture.
SECTION 6. Whenever in this Twenty-fifth 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 Twenty-fifth 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 7. Nothing in this Twenty-fifth 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 Twenty-fifth Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this
Twenty-fifth 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.
SECTION 8. This Twenty-fifth 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.
12
SECTION 9. The Company, the mortgagor named herein, by its execution hereof
acknowledges receipt of a full, true and complete copy of this Twenty-fifth
Supplemental Indenture.
IN WITNESS WHEREOF, ALLETE, Inc. 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, all in the
City of Duluth, Minnesota, 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, one of its Vice
Presidents or one of its Assistant Vice Presidents, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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.
ALLETE, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President and Chief
Financial Officer
Attest:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, General Counsel
and Secretary
Executed, sealed and delivered by ALLETE,
INC. in the presence of:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Garbo
-----------------------
/s/ ▇▇▇▇ ▇▇▇▇
-----------------------
13
THE BANK OF NEW YORK,
as Trustee
By /s/ ▇▇▇▇ ▇▇▇▇
------------------------------------
Printed Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
Attest:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Printed Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ L.S.
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executed, sealed and delivered by
THE BANK OF NEW YORK and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ in the presence of:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------
/s/ Beta ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
14
STATE OF MINNESOTA )
) SS.:
COUNTY OF ST. LOUIS )
On this 15 day of December, 2005, before me, a Notary Public within and for
said County, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to me
personally known, who, being each by me duly sworn, did say that they are
respectively the Senior Vice President and Chief Financial Officer and the Vice
President, General Counsel and Secretary of ALLETE, INC. 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ acknowledged said instrument to be the free act and deed of said
corporation.
Personally came before me on this 15 day of December, 2005, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, to me known to be the Senior Vice President and Chief Financial
Officer, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to me known to be the Vice President, General
Counsel and Secretary of the above named ALLETE, INC., 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 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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 15 day of December, 2005, before me personally came ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and
say that they respectively reside at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇; that they are respectively the Vice
President and Chief Financial Officer and the Vice President, General Counsel
and Secretary of ALLETE, INC., 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 15 day of December, 2005.
/s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
[NOTARY STAMP] ▇▇▇▇ ▇. ▇▇▇▇
NOTARY PUBLIC - MINNESOTA
My Commission Expires 1/31/2010
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) SS:
COUNTY OF NEW YORK )
On this 29th day of December, 2005, before me, a Notary Public within and
for said County, personally appeared ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to me
personally known, who, being each by me duly sworn, did say that they are
respectively a Vice President and a 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 ▇▇▇▇ ▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ acknowledged said instrument to be the free act and deed of said
corporation.
Personally came before me on this 29th day of December, 2005, ▇▇▇▇ ▇▇▇▇, to
me known to be a Vice President, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to me known to be a 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 a Vice President and a 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 ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 29th day of December, 2005, before me personally came ▇▇▇▇ ▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say
that they respectively reside at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; that they are respectively a Vice President
and a 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 29th day of December, 2005.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Notary Public, State of New York
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006
16
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On this 29th day of December, 2005, before me personally appeared ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, 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 29th day of December, 2005, the above named
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, to me known to be the person who executed the foregoing
instrument, and acknowledged the same.
On the 29th day of December, 2005, before me personally came ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, 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 29th day of December, 2005.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Notary Public, State of New York
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006