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,
Exhibit
4(c)3
ALLETE,
Inc.
(formerly
Minnesota Power & Light Company
and
formerly Minnesota Power, Inc.)
TO
THE
BANK OF NEW YORK
(formerly
Irving Trust Company)
AND
XXXXXXX
X. XxxXXXXX
(successor
to Xxxxxxx X. Xxxx, X. X. Xxxxxx,
X.
X. XxXxxx, X. X. May, X. X. Xxxxxxx and X. X. Xxxxxxxxxx)
As
Trustees under ALLETE, Inc.’s Mortgage and Deed of Trust dated as of September
1, 1945
____________
Supplemental Indenture
Providing
among other things for
First
Mortgage Bonds, ___% Series due _____________
(____________
Series)
Dated
as of ___________
_______________
SUPPLEMENTAL INDENTURE
THIS
INDENTURE, dated as of ______________, 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 00
Xxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000 (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 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter sometimes called the “Corporate
Trustee”), and Xxxxxxx X. XxxXxxxx (successor to Xxxxxxx X. Xxxx, X. X. Xxxxxx,
X. X. XxXxxx, X. X. May, X. X. Xxxxxxx and X. X. Xxxxxxxxxx), whose post
office
address is 0000 X. XxXxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 (said Xxxxxxx
X. XxxXxxxx 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 Xxxxxxx
X.
Xxxx, 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 “__________
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 X. X. Xxxxxx succeeded Xxxxxxx X. Xxxx 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
X. X. XxXxxx in turn succeeded X. X. Xxxxxx 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 X. X. XxXxxx as
Co-Trustee under the Mortgage; and
Whereas,
an instrument, dated as of June 25, 1984, was executed and delivered under
which
X. X. Xxxxxxx 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
X. X. Xxxxxxxxxx in turn succeeded X. X. Xxxxxxx 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
2
Whereas,
an instrument, dated as of April 15, 1999, was executed and delivered under
which Xxxxxxx X. XxxXxxxx in turn succeeded X. X. Xxxxxxxxxx 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
|
|
Twenty-sixth
Supplemental
Indenture
|
October
1, 2006
|
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
Amount
Issued
|
Principal
Amount
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
|
None
|
|
6.68%
Series due November 15,
2007
|
20,000,000
|
None
|
|
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
|
|
5.99%
Series due February 1,
2027
|
60,000,000
|
60,000,000
|
4
*which
bonds are also hereinafter sometimes
called bonds of the First through ___________** Series, respectively; and
Whereas,
Section 8 of the Mortgage provides that the form of each series of bonds
(other
than the First Series) issued thereunder and of coupons to be attached to
coupon
bonds of such series shall be established by Resolution of the Board of
Directors of the Company and that the form of such series, as established
by
said Board of Directors, shall specify the descriptive title of the bonds
and
various other terms thereof, and may also contain such provisions not
inconsistent with the provisions of the Mortgage as the Board of Directors
may,
in its discretion, cause to be inserted therein expressing or referring to
the
terms and conditions upon which such bonds are to be issued and/or secured
under
the Mortgage; and
Whereas,
Section 120 of the Mortgage provides, among other things, that any power,
privilege or right expressly or impliedly reserved to or in any way conferred
upon the Company by any provision of the Mortgage, whether such power, privilege
or right is in any way restricted or is unrestricted, may (to the extent
permitted by law) be in whole or in part waived or surrendered or subjected
to
any restriction if at the time unrestricted or to additional restriction
if
already restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more series of
bonds
issued thereunder, or the Company may cure any ambiguity contained therein,
or
in any supplemental indenture, or may establish the terms and provisions
of any
series of bonds (other than said First Series) by an instrument in writing
executed and acknowledged by the Company in such manner as would be necessary
to
entitle a conveyance of real estate to record in all of the states in which
any
property at the time subject to the lien of the Mortgage shall be situated;
and
Whereas,
the Company now desires to create ____ 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 ___________ Supplemental
Indenture, and the terms of the bonds of the ___________ Series, hereinafter
referred to, have been duly authorized by the Board of Directors of the Company
by appropriate resolutions of said Board of Directors;
5
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 Xxxxxxx X. XxxXxxxx, as Trustees under the Mortgage, and to
their
successor or successors in said trust, and to said Trustees and their successors
and assigns forever, all property, real, personal and mixed, of the kind
or
nature specifically mentioned in the Mortgage, as heretofore supplemented,
or of
any other kind or nature acquired by the Company after the date of the execution
and delivery of the Mortgage, as heretofore supplemented (except any herein
or
in the Mortgage, as heretofore supplemented, expressly excepted), now owned
or,
subject to the provisions of subsection (I) of Section 87 of the Mortgage,
hereafter acquired by the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever situated, including
(without in anywise limiting or impairing by the enumeration of the same
the
scope and intent of the foregoing or of any general description contained
in
this _____________ 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.
6
Together
with all and singular the tenements, hereditaments, prescriptions, servitudes
and appurtenances belonging or in anywise appertaining to the aforesaid property
or any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 57 of the Mortgage) the tolls,
rents,
revenues, issues, earnings, income, product and profits thereof, and all
the
estate, right, title and interest and claim whatsoever, at law as well as
in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel
thereof.
It
is
hereby agreed by the Company that, subject to the provisions of subsection
(I)
of Section 87 of the Mortgage, all the property, rights, and franchises acquired
by the Company (by purchase, consolidation, merger, donation, construction,
erection or in any other way) after the date hereof, except any herein or
in the
Mortgage, as heretofore supplemented, expressly excepted, shall be and are
as
fully granted and conveyed hereby and by the Mortgage and as fully embraced
within the lien hereof and the lien of the Mortgage as if such property,
rights
and franchises were now owned by the Company and were specifically described
herein or in the Mortgage and conveyed hereby or thereby.
Provided
that the following are not and are not intended to be now or hereafter granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over or confirmed hereunder and are
hereby
expressly excepted from the lien and operation of this _____________
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 _____________
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.
7
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 ___________ 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 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
____________
Series of Bonds
Section
1. There shall be a series of bonds designated “_____% Series due
______________” (herein sometimes referred to as the “__________ 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 __________ Series
shall be dated as in Section 10 of the Mortgage provided, mature on
_____________, 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 [at the rate of _____%
per
annum, payable semi-annually on ________ and ___________ of each
year]*, commencing _______________, 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.
[Redemption
provisions, if any, will be inserted here.]
|
*
|
Bracketed
material to be changed if bonds of the Series to which this Supplemental
Indenture shall relate shall bear interest at a rate which may
be changed
during the life of such bonds or if such bonds shall bear interest
payable
other than semi-annually.
|
8
(I) At
the option of the registered owner, any bonds of the __________ 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 __________ 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 __________________
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 ___________ 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 __________ Series.
After
the
delivery of this ____________ 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 __________
Series for the aggregate principal amount of $__________.
[ARTICLE
II
Amendment
to the Mortgage
Nuclear
Fuel
Section
1. Pursuant to the reservation of right in Section 2 of the Fifth
Supplemental Indenture dated as of April 1, 1971 and there being no Outstanding
bonds of any series created prior to the Sixth Series, the Company hereby
amends
the Mortgage, as supplemented, as set forth in paragraphs (A), (B) and (C)
of
Section 2 of such Fifth Supplemental Indenture (relating to Nuclear
Fuel).]1
|
1
|
The
Company may insert the bracketed language in any one Supplemental
Indenture executed after all bonds of the Fifth Series have been
retired.
|
9
[ARTICLE
III]
Reservation
of Right to Amend the Mortgage
Section
1. The Company reserves the right, without any vote, consent or other
action by the holders of Bonds of the _____________ Series or any subsequent
series, to amend the Mortgage, as herein or heretofore supplemented as
follows:
(A)
By deleting the words “having its
principal office and place of business in the Borough of Manhattan, The City
of
New York” from Section 35(a).
(B)
By additing the following at the
end of the first sentence of Section 101:
“;
provided however, that if all of the bonds at the time Outstanding are
registered as to principal and interest or as to principal only, such notice
shall be sufficiently given if mailed, postage prepaid to each such registered
owner of bonds at his/her last address appearing on the registry books, on
or
before the date of on which the first publication of such notice would otherwise
have been required.”]*
ARTICLE
[IV]
Miscellaneous
Provisions
Section
[1]. Section 126 of the Mortgage, as heretofore amended, is hereby
further amended by adding the words “and ___________,”** after the
words “and _________.”***
Section
[2]. Subject to the amendments provided for in this _____________ Supplemental
Indenture, the terms defined in the Mortgage, as heretofore supplemented,
shall,
for all purposes of this _____________ Supplemental Indenture, have the meanings
specified in the Mortgage, as heretofore supplemented.
|
*
|
The
Company may insert the bracketed language in this or in any subsequent
Supplemental Indenture.
|
|
***
|
Here
will be inserted the maturity date of the series of bonds issued
immediately before the most recent series of
bonds.
|
10
Section
[3]. The holders of bonds of the _____________ 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 _____________ 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
[4]. 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 _____________ 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
_____________ 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 _____________ Supplemental Indenture.
Section
[5]. Whenever in this _____________ 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 _____________ 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
[6]. Nothing in this _____________ 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 _____________ Supplemental Indenture or
any
covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this
_____________ 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
[7]. This _____________ 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.
Section
[8]. The Company, the mortgagor named herein, by its execution hereof
acknowledges receipt of a full, true and complete copy of this _____________
Supplemental Indenture.
11
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 Xxxxxxx X. XxxXxxxx 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_____________________________________________
[Name]
[Title]
Attest:
_________________________________________
[Name]
[Title]
Executed,
sealed and delivered by ALLETE, Inc.
in
the
presence of:
__________________________________________
__________________________________________
00
Xxx
Xxxx
xx Xxx Xxxx
as
Trustee
By____________________________________________
[Name]
[Title]
Attest:
__________________________________________
[Name]
[Title]
_____________________________________________L.S.
Xxxxxxx
X. XxxXxxxx
Executed,
sealed and delivered by The Bank of New
York
and
Xxxxxxx X. XxxXxxxx in the presence of:
____________________
____________________
13
State
of
Minnesota )
) ss.:
County
of
St.
Louis )
On
this
_____ day of ________________, 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 ______________________ and the _____________________________
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 _____ day of _______________, ____________________,
to me
known to be the ________________________, and ____________________, to me
known
to be the _______________________, 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
_____________________ and the ___________________ 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
_____ day of _______________, 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
____________________ and the _______________________ 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 _____ day of ______________.
_______________________________________________________
Notary
Public
00
Xxxxx
xx
Xxx
Xxxx
)
) ss:
County
of
New
York
)
On
this
_____ day of ______________, 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 _______________ and an ________________ 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 _____ day of ______________, ____________________,
to me
known to be a __________________, and ____________________, known to me to
be an
__________________, 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 _________________
and an ________________ 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
_____ day of _______________, 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
_________________ and an ____________________ 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 _____ day of ________________.
______________________________________________________________
Notary
Public, State of Xxx Xxxx
00
Xxxxx
xx
Xxx
Xxxx
)
) ss:
County
of
New
York )
On
this
_____ day of ___________________, before me personally appeared Xxxxxxx X.
XxxXxxxx, 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 _____ day of ______________, the above named Xxxxxxx
X.
XxxXxxxx, to me known to be the person who executed the foregoing instrument,
and acknowledged the same.
On
the
_____ day of ______________, before me personally came Xxxxxxx X. XxxXxxxx,
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 _____ day of ________________.
_____________________________________________________________
Xxxxxx
Xxxxxx, Xxxxx xx Xxx Xxxx
00
