ex_4c3.htm


Exhibit 4(c)3















ALLETE, Inc.


(formerly Minnesota Power & Light Company


 


and formerly Minnesota Power, Inc.)


 


TO


 


THE BANK OF NEW YORK MELLON


(formerly The Bank of New York 


(formerly Irving Trust Company))







AND


 


MING RYAN







(successor to Richard H. West, J. A. Austin,


E. J. McCabe, D. W. May, J. A. Vaughan, W. T. Cunningham and Douglas J. MacInnes)


 












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 30 West Superior Street, Duluth, Minnesota 55802 (hereinafter sometimes called the “Company”), and The Bank of New York Mellon (formerly 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 Ming Ryan (successor to Richard H. West, J. A. Austin, E. J. McCabe, D. W. May, J. A. Vaughan, W. T. Cunningham and Douglas J. MacInnes), whose post office address is c/o The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286 (said Ming Ryan 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 “_____________ 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


 


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, under the Thirty-second Supplemental Indenture, dated as of August 1, 2010, to which reference is hereinafter made, Ming Ryan in turn succeeded Douglas J. MacInnes as Co-Trustee under the Mortgage; 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


	
Twenty-seventh Supplemental Indenture                                                                                     

	
February 1, 2008


	
Twenty-eighth Supplemental Indenture                                                                                     

	
May 1, 2008


	
Twenty-ninth Supplemental Indenture                                                                                     

	
November 1, 2008


	
Thirtieth Supplemental Indenture                                                                                     

	
January 1, 2009


	
Thirty-first Supplemental Indenture                                                                                     

	
February 1, 2010


	
Thirty-second Supplemental Indenture                                                                                     

	
August 1, 2010


	
*

	  





which supplemental indentures were filed and recorded in various official records in the State of Minnesota; and



 


* Here will be inserted additional executed Supplemental Indentures.






  





  











  











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


	
4.86% Series due April 1, 2013                                                                                 

	
60,000,000

	
 60,000,000


	
6.02% Series due May 1, 2023                                                                                 

	
75,000,000

	
75,000,000


	
6.94% Series due January 15, 2014                                                                                 

	
18,000,000

	
18,000,000


	
7.70% Series due January 15, 2016                                                                                 

	
20,000,000

	
20,000,000


	
8.17% Series due January 15, 2019                                                                                 

	
42,000,000

	
42,000,000


	
4.85% Series due April 15, 2021                                                                                 

	
15,000,000

	
15,000,000


	
5.10% Series due April 15, 2025                                                                                 

	
30,000,000

	
30,000,000


	
6.00% Series due April 15, 2040                                                                                 

	
35,000,000

	
35,000,000


	
4.90% Series due October 15, 2025                                                                                 

	
30,000,000

	
30,000,000


	
5.82% Series due April 15, 2040                                                                                 

	
45,000,000

	
45,000,000


	
*

	  	  





which bonds are also hereinafter sometimes called bonds of the First through ________**Series, respectively; and



 


*  Here will be inserted additional executed Supplemental Indentures.





** Here will be inserted the most recent outstanding series.






  





  











  











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;


 


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 Mellon and Ming Ryan, 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.


 


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.


 


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 from ____________ (computed on the basis of a 360-day year of twelve thirty-day months) [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.


 


Any payment of principal of or interest on any bond of the ___________ Series that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any such bond of the ___________ Series is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.


 


[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.


 






  





  











  






 


(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).]*


 


ARTICLE III


Consent to Amendments


 


Section 1.  Consent to Amendments  Each initial and future holder of bonds of the ___________ Series, by its acquisition of an interest in such bonds, irrevocably (a) consents to the amendments set forth in Article IV of the Thirty-first Supplemental Indenture, dated as of February 1, 2010 without any other or further action by any holder of such bonds, and (b) designates the Corporate Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise.


 


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.


 


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.









  

*                 The Company may insert the bracketed language in any one Supplemental Indenture executed after all bonds of the Fifth Series have been retired.




  

**                Here will be inserted the maturity date of the most recent series of bonds.




  

***              Here will be inserted the maturity date of the series of bonds issued immediately before the most recent series of bonds.








  





  











  








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, one of its Vice Presidents, or its Treasurer, 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 Mellon 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 Ming Ryan has hereunto set her hand and affixed her 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:


 



 


          


 



 


                  








 







 



























Trustees’ Signature Page Follows
















  





  











  













The Bank of New York Mellon,


as Trustee


 


By                                                                       


[Name]


[Title]


 


Attest:


 


             


[Name]


[Title]


 







 


Executed, sealed and delivered by The Bank of New


York Mellon and Ming Ryan                                                                                                                     L.S.


in the presence of:                                                                                                                     Ming Ryan







________________________________







________________________________



























______________ Supplemental Indenture dated as of ______________


To Mortgage and Deed of Trust dated as of September 1, 1945

















Trustees’ Signature Page






  





  











  








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., 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 each reside at 30 West Superior Street, Duluth, Minnesota; 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


 






  





  











  








State of New York                                                                )


)  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 a ____________ of The Bank of New York Mellon, 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 a ______________, of the above named The Bank of New York Mellon, 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 ___________ 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 each reside at 101 Barclay Street, 8W, New York, New York 10286; that they are respectively a ______________ and a _____________ of The Bank of New York Mellon, 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 New York


 






  





  











  








State of New York                                                                )


)  ss:


County of New York                                                                )


 


On this ___ day of ____________, before me personally appeared Ming Ryan, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that she executed the same as her free act and deed.


 


Personally came before me this ____ day of ______________, the above named Ming Ryan, to me known to be the person who executed the foregoing instrument, and acknowledged the same.


 


On the _____ day of _______________, before me personally came Ming Ryan, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that she executed the same.


 


Given under my hand and notarial seal this ____ day of _________.


 







 


Notary Public, State of New York