ALLETE INC
EX-10(L) BOND PURCHASE AGREEMENT-ADESA ATLANTA, LLC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10l.txt
<DESCRIPTION>EX-10(L) BOND PURCHASE AGREEMENT-ADESA ATLANTA, LLC
<TEXT>
<PAGE>
                                                                   Exhibit 10(l)



                             BOND PURCHASE AGREEMENT
                             -----------------------


                     DEVELOPMENT AUTHORITY OF FULTON COUNTY
                   Taxable Economic Development Revenue Bonds
                          (ADESA Atlanta, LLC Project)
                                   Series 2002


         THIS BOND PURCHASE  AGREEMENT  dated as of December 1, 2002,  among the
DEVELOPMENT  AUTHORITY OF FULTON  COUNTY,  a public body  corporate  and politic
organized under the laws of the State of Georgia (the "Issuer"),  ADESA ATLANTA,
LLC, a New Jersey  limited  liability  company,  in its  capacity  as  Purchaser
hereunder  (the  "Purchaser")  and ADESA  ATLANTA,  LLC,  a New  Jersey  limited
liability  company,  in its capacity as lessee under the  hereinafter  mentioned
Lease (the "Lessee").

         1.       BACKGROUND
                  ----------

                  (a) The  Issuer proposes  to  issue  and  sell  not to  exceed
$40,000,000 in aggregate  principal amount of its Taxable  Economic  Development
Revenue Bonds (ADESA  Atlanta,  LLC  Project),  Series 2002 (the  "Bonds"),  the
proceeds  of  which  shall be used to  finance  the  acquisition,  construction,
development  and  equipping  of  a  wholesale   vehicle   auction   facility  on
approximately 280 acres of land, which facility  consists of certain  buildings,
structures,  machinery,  equipment  and all related real and  personal  property
deemed  necessary or desirable in  connection  therewith  (the  "Project").  The
Project is located in Fulton County,  Georgia,  and will be leased to the Lessee
and used primarily as a wholesale automobile auction facility.  The Project will
be leased by the  Issuer to the Lessee  under the terms of a Lease,  dated as of
December 1, 2002 (the "Lease")  between the Issuer and the Lessee  requiring the
Lessee to pay to the Issuer  rental and other  payments  in such  amounts and at
such times as shall be  required  to pay the  principal  of and  interest on the
Bonds as and when the same  become  due.  The Bonds  shall be  issued  under and
secured by a Trust  Indenture  dated as of  December  1, 2002 (the  "Indenture")
between  the  Issuer and  SunTrust  Bank,  Atlanta,  Georgia,  as  Trustee  (the
"Trustee"),  under the terms of which the Issuer's interest in the Lease and the
rents, revenues and receipts to be derived by the Issuer under the Lease will be
assigned and pledged to the Trustee as security for the payment of the Bonds.

                  (b) The Issuer proposes to sell the Bonds to the Purchaser and
the Purchaser proposes to purchase the Bonds for its own investment purposes and
not with a view towards any resale or public distribution thereof.

<PAGE>

                  (c) The  proceeds of the Bonds are to be  applied to pay costs
incurred in connection with the  acquisition,  construction  and installation of
the Project as contemplated by the Lease and the Indenture.

                  (d) The parties hereto contemplate that the  interest paid  on
the Bonds will be  includable in the gross income of the recipient or recipients
thereof for federal  income tax purposes  because of the  application of certain
provisions of the Internal Revenue Code of 1986, as amended,  and that, as such,
the Bonds may not be offered for sale to the public without  registration  under
the  Securities  Act of 1933,  as amended,  unless the  Trustee has  received an
opinion of counsel satisfactory to the Trustee, the Issuer and the Lessee to the
effect that failure to register the Bonds will not violate the Securities Act of
1933.  The Issuer will  cooperate  fully at the  request of the  Lessee,  and at
Lessee's expense,  in effecting such registration and in taking such other steps
as may be deemed  necessary or appropriate with respect to the Bonds, the Lease,
the Indenture or this Bond Purchase Agreement to effect such registration in the
event of any future public sale or disposition of the Bonds.

                  (e) The parties contemplate  that the  purchase  price of  the
Bonds may be paid by the  Purchaser in  installments  as provided in Paragraph 2
hereof.

         2.       PURCHASE, SALE AND CLOSING.
                  --------------------------

                  (a) Subject to the terms and conditions and in reliance on the
representations, warranties and covenants herein set forth, the Purchaser agrees
to purchase  from the Issuer all of the Bonds,  and the Issuer  hereby agrees to
sell to the  Purchaser  all of the  Bonds,  at a price of 100% of the  principal
amount of the Bonds.  The parties agree that the aggregate  principal  amount of
Bonds to be sold and purchased  hereunder shall not exceed the principal  amount
specified in Paragraph  1(a) hereof.  Such purchase  price shall be deemed to be
paid on and as of the date of the initial  issuance  of the Bonds (the  "Closing
Date") by (i) the payment of any amount under and pursuant to  subparagraph  (b)
of this  Paragraph  as is paid on the  Closing  Date and  (ii)  the  Purchaser's
obligation evidenced hereby to make payments in the future under and pursuant to
subparagraph (b) of this Paragraph 2. The Bonds shall bear interest at the fixed
rate determined as provided in Section 202 of the Indenture.

                  (b) Pursuant to  Section 4.3 of the Lease  and Section 602  of
the  Indenture,  the Lessee shall from time to time submit  requisitions  to the
Trustee  in  an  aggregate  amount  not  to  exceed  $40,000,000.   Unless  such
requisition  does not  clearly  indicate  that a copy of it has been sent to the
Purchaser,  the Trustee  shall,  upon  receipt  and review of each  requisition,
promptly  transmit to the  Purchaser  by telecopy to the  telecopier  number set
forth in Paragraph 9 hereof a letter directing the Purchaser to make payment for
the Bonds in the amount of such requisition, in immediately available funds. The
Purchaser  shall  within  three  (3)  days  of its  receipt  of a copy  of  such
requisition  from the  Lessee or such  letter  of  direction  from the  Trustee,
whichever arrives earlier,  pay to the Trustee the amount indicated thereon, and
each such payment shall be deemed to be, and shall be, an installment payment of
the Bonds.  Such payments  shall be made in such manner,  until the  Purchaser's
payment  obligations  under this Agreement shall have been

                                      -2-

<PAGE>

discharged  in full as provided in  subparagraph  (d) below.  The Trustee  shall
deposit all such  payments  received  from the  Purchaser  in the  Project  Fund
created under the Indenture.

                  (c) The  Issuer  shall  be  obligated, upon  the  maturity  or
earlier  redemption  of  the  Bonds,  to pay to  the  Purchaser  only  up to the
aggregate of all installments  payments made hereunder as shall have been funded
pursuant to the preceding subparagraph and accrued and unpaid interest, if any.

                  (d) The  Purchaser's payment obligations under  this Agreement
shall be  discharged  in full on the earlier of (i) the date when the sum of the
aggregate  payments made hereunder equals  $40,000,000 or (ii) the date when any
and all directions for payment made pursuant to subparagraph(b) hereinabove made
on or prior to the commencement of the Completion Date (as defined in the Lease)
have been paid in full.

                  (e) All  Bonds issued by the  Issuer are  to be  sold  to  the
Purchaser  under and pursuant to this Bond  Purchase  Agreement and shall not be
sold to any other  purchaser  or  pursuant  to any other  agreement  without  an
agreement in writing signed by the Issuer, the Trustee and such purchaser.

         3.       PRIVATE SALE. The  Purchaser agrees that it is  purchasing the
Bonds for its own  investment  account and not with a view towards any direct or
indirect resale or public distribution thereof and agrees to execute and deliver
to the Trustee on the Closing  Date an  investment  letter in the form  attached
hereto as Exhibit "D".

         4.       ISSUER'S REPRESENTATIONS AND  WARRANTIES. The Issuer makes the
following representations and warranties to the Purchaser:

                  (a) The Issuer is a public body  corporate and politic created
by and existing under the laws of the State of Georgia.

                  (b) The  Issuer  has  full   power  and  authority  under  the
Constitution  and laws of the State of Georgia  (i) to  acquire,  construct  and
install  the  Project,  (ii)  to  finance  the  acquisition,   construction  and
installation of the Project by issuing and selling the Bonds, (iii) to lease the
Project  to the  Lessee as  provided  in the  Lease,  (iv) to pledge  the rents,
revenues and receipts  derived  pursuant to the Lease to the Trustee as provided
in the  Indenture,  (v) to  execute,  deliver  and  perform  this Bond  Purchase
Agreement,  the Lease and the  Indenture  in  accordance  with their  respective
terms, and (vi) to carry out and consummate all other transactions  contemplated
by each of the aforesaid documents.

                  (c) The Issuer  has duly  authorized all actions and  complied
with  all  provisions  of law  with  respect  to  the  execution,  delivery  and
performance of this Bond Purchase  Agreement,  the Lease and the Indenture,  and
has taken all actions  necessary or  appropriate  to insure that such  documents
constitute  valid and legally  binding  obligations  of the Issuer in accordance
with their respective terms.

                                      -3-
<PAGE>

                  (d) When  delivered  to  and  paid  for  by  the  Purchaser in
accordance with the terms of this Bond Purchase  Agreement,  the Bonds will have
been duly  authorized,  executed,  authenticated  and issued and will constitute
legal,  valid and  binding  limited  obligations  of the Issuer  enforceable  in
accordance  with their  terms and  entitled to the  benefits  of the  Indenture,
except to the extent  that their  enforceability  may be limited by  bankruptcy,
insolvency  or other  laws  affecting  creditor's  rights,  and  subject  to the
application of principles of equity, if equitable remedies are sought.

                  (e) Except for Additional Bonds (as defined in the Indenture),
the  Issuer has not and will not issue or sell any other  bonds or  obligations,
the  principal  of and/or  interest  on which  shall be payable  from the rents,
revenues and receipts  derived from the Project or pledged or assigned  pursuant
to the  Indenture  or  which  shall  be  secured  by any  lien  upon  any of the
properties constituting the Project.

                  (f) The   execution  and   delivery  of  this  Bond   Purchase
Agreement,  the Bonds,  the Lease and the Indenture and the compliance  with the
provisions  thereof, do not and will not conflict with or constitute on the part
of the Issuer a violation of,  breach of or default  (with or without  notice or
lapse of time or both) under any constitutional provision,  statute,  indenture,
mortgage,  deed of trust,  resolution,  note  agreement  or other  agreement  or
instrument  to which the  Issuer is a party or by which the Issuer or any of its
assets is presently  bound,  or, to the  knowledge  of the Issuer,  any existing
order,  rule or  regulation of any court or  governmental  agency or body having
jurisdiction  over the Issuer or any of its  activities  and  property;  and all
consents,  approvals,  authorizations  and orders of  governmental or regulatory
authorities, if any, which are required for the consummation of the transactions
contemplated in this Bond Purchase Agreement have been obtained.

                  (g) There  is   no  action,   suit,  proceeding,  inquiry   or
investigation,  at law or in  equity,  before or by any court,  public  board or
body, known to be pending or threatened  against or affecting the Issuer, nor to
the best of the knowledge of the Issuer is there any basis therefor,  wherein an
unfavorable  decision,  ruling or finding would materially  adversely affect the
transactions  contemplated by this Bond Purchase Agreement,  or which in any way
would adversely affect the validity or  enforceability  of the Bonds, the Lease,
the  Indenture,  this Bond Purchase  Agreement or any agreement or instrument to
which  the  Issuer  is a  party  and is  used  or  contemplated  for  use in the
consummation of the transactions contemplated by this Bond Purchase Agreement.

                  (h) Neither  the  Issuer  nor  anyone  acting  on  its  behalf
(including  the Lessee) has directly or indirectly  offered for sale or sold any
of the Bonds or any similar security of the Issuer to, or solicited any offer to
buy any of the same from,  anyone other than the  Purchaser.  Neither the Issuer
nor anyone  else  acting on its behalf  will after the date  hereof  directly or
indirectly offer any of the Bonds or any other  securities  under  circumstances
which  would  subject  this  issue  and sale of the Bonds to the  provisions  of
Section 5 of the Securities Act of 1933, as amended.

                                      -4-

<PAGE>

                  (i) The  Issuer  has  filed  any  and  all  reports  with  any
governmental  or public  agency as may be  required by law,  including,  without
limitation,  all reports  required to be filed with the  Georgia  Department  of
Community Affairs pursuant to O.C.G.A. Section 36-82-10.

         5.       LESSEE'S REPRESENTATIONS AND WARRANTIES. The Lessee makes the
following representations and warranties to the Issuer and the Purchaser:

                  (a) The Lessee  is a limited  liability company organized  and
existing  and in good  standing  under the laws of the State of New  Jersey  and
authorized  to transact  business  in the State of Georgia.  The Lessee has full
corporate  power,  authority  and  legal  right to engage  in the  business  and
activities  conducted  or proposed  to be  conducted  by it with  respect to the
Project,  to  execute,  deliver  and  perform  the Lease and this Bond  Purchase
Agreement and to perform its obligations thereunder and hereunder, including the
making of payments as provided in the Lease.

                  (b) The  Lessee   has  duly  authorized  all  action  for  the
execution,  delivery  and  performance  of the  Lease  and  this  Bond  Purchase
Agreement and has taken all actions necessary or appropriate to insure that such
documents,  when executed and delivered by the Lessee, will constitute valid and
legally binding obligations of the Lessee,  enforceable in accordance with their
respective terms, except to the extent that their  enforceability may be limited
by bankruptcy, insolvency or other laws affecting creditors' rights, and subject
to the application of principles of equity, if equitable remedies are sought.

                  (c) The execution and delivery of this Bond Purchase Agreement
and the Lease and the compliance  with the provisions  hereof and thereof by the
Lessee,  do not conflict with or constitute on the part of the Lessee a material
violation of, breach of or default  under (i) the Articles of  Incorporation  or
By-Laws of the Lessee, (ii) any indenture,  mortgage, deed of trust, lease, note
agreement or other  agreement or instrument to which the Lessee is a party or by
which the Lessee is presently  bound, or (iii) any  constitutional  provision or
statute  or any  order,  rule or  regulation  of any  court or  governmental  or
regulatory authorities, applicable to the Lessee.

                  (d) There   is  no   action,  suit,  proceeding,  inquiry   or
investigation,  at law or in  equity,  before or by any court,  public  board or
body,  pending,  or, to the Lessee's  knowledge,  threatened  against the Lessee
which  could  reasonably  be  expected  to  result  in a  decision  which  would
materially adversely affect the transactions  contemplated by this Bond Purchase
Agreement  or the Lease or the  validity  or  enforceability  of the Bonds,  the
Lease, this Bond Purchase Agreement, or any agreement or instrument to which the
Lessee is a party,  and used or contemplated  for use in the consummation of the
transactions contemplated by this Bond Purchase Agreement or the Lease.

         6.       LESSEE'S COVENANTS. The Lessee covenants and  agrees  that  it
 will:

                  (a) Refrain from  taking  or omitting to take any action which
action or  omission  would in any way cause  the  proceeds  from the sale of the
Bonds to be applied in a

                                      -5-

<PAGE>

manner  contrary to that  provided for in the Lease or in the  Indenture,  as in
effect from time to time.

                  (b) Pay or cause to be paid, all reasonable expenses and costs
incident to the authorization,  issuance,  printing,  sale and delivery,  as the
case may be, of the  Bonds,  the Lease,  the  Indenture  and this Bond  Purchase
Agreement,  including  without  limitation  (i)  all  filing,  registration  and
recording fees and expenses;  (ii)  Trustees'  fees and expenses  (including the
reasonable  fees and  expenses of its  counsel);  and (iii) fees and expenses of
Bond Counsel and Counsel to the Issuer.

         7.       CONDITIONS  OF   PURCHASER'S   OBLIGATIONS.  The   Purchaser's
obligation  to purchase  and pay for the Bonds which is to be  delivered  as the
initial  installment  hereunder is subject to the  fulfillment  of the following
conditions at or before such delivery, any one or more of which may be waived by
the Purchaser:

                  (a) The Lease, the Indenture and  this Bond Purchase Agreement
shall  have been duly  authorized,  executed  and  delivered  by the  respective
parties  thereto,   in  substantially  the  forms  heretofore  approved  by  the
Purchaser,  with only such changes therein as the Purchaser,  the Issuer and the
Lessee shall mutually agree upon;

                  (b) The  Bond  to be  initially delivered shall have been duly
authorized,  executed and authenticated in accordance with the provisions of the
Indenture;

                  (c) The Purchaser shall have received the following documents:

                      (i) Executed counterparts of the Lease and the Indenture;

                      (ii) Opinions dated as of the date of delivery of the Bond
                  to be  initially  delivered  of (A)  Counsel for the Issuer in
                  substantially  the form of that  which is  attached  hereto as
                  Exhibit  "A"; (B) Bond  Counsel in  substantially  the form of
                  that which is attached  hereto as Exhibit "B"; and (C) Counsel
                  for the  Lessee  in  substantially  the form of that  which is
                  attached hereto as Exhibit "C";

                      (iii) A certificate  dated  as  of the date of delivery of
                  the Bond to be initially delivered,  signed by the Chairman or
                  Vice  Chairman and the Secretary of the Issuer and in form and
                  substance satisfactory to the Purchaser, to the effect that to
                  the best of the  information,  knowledge  and  belief  of such
                  officers, each of the representations and warranties set forth
                  in  Paragraph 4 hereof and in the Lease is true,  accurate and
                  complete in all  material  respects as of the date of delivery
                  of the Bond to be initially  delivered and that the Issuer has
                  complied with each of its covenants and agreements required in
                  this Bond  Purchase  Agreement to be complied with at or prior
                  to the date of delivery of the Bond to be initially delivered;
                  and

                                      -6-

<PAGE>

                      (iv) Such  additional  opinions, certificates, instruments
                  and  other  documents  as the  Purchaser  or its  counsel  may
                  reasonably request to evidence compliance with applicable law,
                  as of the  date  of  delivery  of  the  Bond  to be  initially
                  delivered.

         The Purchaser's  obligation to purchase and pay for any of the Bonds at
any time or from time to time  after the  delivery  of the Bond to be  initially
delivered,  as herein provided, is subject to the due execution,  authentication
and delivery to the Purchaser of such pertinent Bond.

         8.       HOME  OFFICE  PAYMENT. The  Issuer  agrees  that  all  amounts
payable to the  Purchaser  with respect to any Bond held by the Purchaser or its
nominee may be made to the Purchaser  (without any presentment  thereof,  except
upon payment of the final  installment of principal,  and with a notation of any
principal  payment  being made  thereon  by the  Purchaser)  pursuant  to and in
accordance  with the terms of a Home Office  Payment  Agreement  entered into in
accordance  with Section  202(c) of the  Indenture.  In the event the  Purchaser
enters into a Home Office Payment  Agreement,  the Purchaser  agrees that (a) if
any Bonds are sold or transferred it will notify the Issuer, the Trustee and the
Lessee of the name and  address  of the  transferee,  and  include a copy of the
notation  referred to  hereafter  in this  sentence and (b) prior to delivery of
such Bonds, a notation shall be made on such Bonds of the date to which interest
has been paid  thereon and of the amount of any  prepayments  made on account of
the principal thereof. The Purchaser agrees to indemnify the Trustee and hold it
harmless  from any loss,  claim,  action,  damage or expense  arising out of the
Purchaser's  failure to give the notice or, if it is holding such Bonds, to make
the  notation  with  respect to  prepayment  of the Bonds,  as  required  in the
immediately  preceding  sentence.  The rights and obligations of the Issuer, the
Lessee and the Purchaser under this Paragraph 8 shall not be assignable upon any
partial transfer of the Bonds.

         9.       NOTICES AND  OTHER  ACTIONS. Except  as  set  forth  elsewhere
herein, all notices, demands and formal actions hereunder will be in writing and
sent by certified or registered mail to:

         The Issuer -               Development Authority of Fulton County
         ----------                 141 Pryor Street, S.W.
                                    Suite 5001
                                    Atlanta, Georgia  30303


         with copies to:            Lewis C. Horne, Jr., Esq.
         ---------------            Nelson, Mullins, Riley & Scarborough
                                    999 Peachtree Street, N.E.
                                    Suite 1400
                                    Atlanta, Georgia  30309
                                    Telecopy No.:  (404) 817-6050


                                      -7-

<PAGE>


         The Lessee -               ADESA Atlanta, LLC
         ----------                 310 E. 96th Street, Suite 400
                                    Indianapolis, Indiana  46240
                                    Attn:  General Counsel
                                    Telecopy No.:  (317) 815-3656


         with copies to:            Glenn R. Thomson, Esq.
         ---------------            Alston & Bird LLP
                                    One Atlantic Center
                                    1201 West Peachtree Street
                                    Atlanta, Georgia  30309-3424
                                    Telecopy No.:  (404) 253-8266


         The Purchaser -            ADESA Atlanta, LLC
         -------------              310 E. 96th Street, Suite 400
                                    Indianapolis, Indiana  46240
                                    Attn:  General Counsel
                                    Telecopy No.:  (317) 815-3656


         The Trustee -              SunTrust Bank
         -----------                25 Park Place, 24th Floor
                                    Atlanta, Georgia  30303
                                    Attn:  Corporate Trust Department
                                    Telecopy No.:  (404) 588-7335


         The Issuer, the  Lessee, the  Purchaser and  the Trustee may, by notice
given  hereunder,  designate  any further or different  addresses or  telecopier
numbers to which  subsequent  notices,  certifications  or other  communications
shall be sent.

         10.      SURVIVAL    OF    REPRESENTATIONS    AND    AGREEMENTS.    All
representations,  warranties  and  agreements  of  the  Issuer  and  the  Lessee
contained  herein shall remain operative and in full force and shall survive (a)
the execution and delivery of this Bond Purchase Agreement, and (b) the purchase
of any or all of the Bonds hereunder.

         11.      COUNTERPARTS. This Bond Purchase Agreement  may be executed in
any  number of  counterparts  with each  executed  counterpart  constituting  an
original but all of which together shall constitute one and the same instrument.

         12.      SUCCESSORS; GOVERNING LAW. This  Bond  Purchase Agreement will
inure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
successors and assigns.  This Bond Purchase  Agreement  shall be governed by and
construed in accordance with the laws of the State of Georgia.

                                      -8-

<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto have executed and sealed
this Agreement  through its duly  authorized  representative  as of the date and
year first above written.


                                    ISSUER

                                    DEVELOPMENT AUTHORITY OF
                                    FULTON COUNTY
(SEAL)


                                    By:   /s/ Robert J. Shaw
                                        ----------------------------------------
                                          Chairman
Attest:



  /s/ Lewis C. Horne, Jr.
--------------------------
    Assistant Secretary














                   [Signature page - Bond Purchase Agreement]


                                      -9-
<PAGE>




                                    LESSEE

                                    ADESA ATLANTA, LLC
(SEAL)

                                    By:  /s/ Paul J. Lips
                                       -----------------------------------------
                                    Name:  Paul J. Lips
                                         ---------------------------------------
                                    Title: Treasurer
                                          --------------------------------------


Attest:



  /s/ Karen C. Turner
----------------------
   Karen C. Turner
   ---------------
   Secretary



















                   [Signature Page - Bond Purchase Agreement]


                                      -10-
<PAGE>


                                    PURCHASER

                                    ADESA ATLANTA, LLC

(SEAL)

                                    By:  /s/ Paul J. Lips
                                       -----------------------------------------
                                    Name:  Paul J. Lips
                                         ---------------------------------------
Attest:                             Title: Treasurer
                                          --------------------------------------


/s/ Karen C. Turner
-------------------
Karen C. Turner
---------------
Secretary














                   [Signature Page - Bond Purchase Agreement]


                                      -11-

<PAGE>

                            ACKNOWLEDGMENT OF TRUSTEE

         The undersigned  Trustee acknowledges receipt of and  agrees to perform
those functions required of it pursuant to the provisions of Sections 2 and 8 of
this Bond Purchase Agreement:

                                    SUNTRUST BANK, as Trustee
(SEAL) SUNTRUST BANK
         CORPORATE
           SEAL                     By:  /s/ Jack Ellerin
         GEORGIA                       -----------------------------------------
                                         Jack Ellerin
                                         Assistant Vice President

Attest:


  /s/ Muriel Shaw
--------------------------
Name:   MURIEL SHAW
      --------------------
Title:   TRUST OFFICER
       -------------------















                   [Signature Page - Bond Purchase Agreement]


                                      -12-


</TEXT>
</DOCUMENT>
