ALLETE INC
10(D) $28 MILLION BORROWER PROMISSORY NOTE DATED 4/3/00
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<TYPE>EX-10
<SEQUENCE>7
<FILENAME>rexhibit10d.txt
<DESCRIPTION>10(D) $28 MILLION BORROWER PROMISSORY NOTE DATED 4/3/00
<TEXT>
<PAGE>
                                                                   Exhibit 10(d)

                            BORROWER PROMISSORY NOTE



$28,373,000                                                        April 3, 2000

         ASSET HOLDINGS III, L.P., an Ohio limited partnership (the "Borrower"),
for value  received,  promises to pay to  CORNERSTONE  FUNDING  CORPORATION I, a
Delaware  corporation  (the  "Issuer"),  the sum of  TWENTY-EIGHT  MILLION THREE
HUNDRED  SEVENTY-THREE  THOUSAND and 00/100 DOLLARS ($28,373,000) and to pay (i)
interest on the unpaid  balance of such principal sum from and after the date of
this Borrower  Promissory  Note at the interest rate or interest  rates borne by
the Issuer's Floating Rate Notes, Series 2000A in the aggregate principal amount
of $28,373,000 (the "Notes") and (ii) interest on overdue principal,  and to the
extent  permitted by law, on overdue  interest,  at the interest  rate  provided
under the terms of the Notes.

         This Borrower  Promissory Note (the "Borrower  Note") has been executed
and delivered by the Borrower pursuant to a certain Participation Agreement (the
"Agreement"),  dated as of March 31, 2000, among Borrower, ADESA Corporation, an
Indiana  corporation  (the  "Lessee"),  SunTrust  Bank,  a  banking  corporation
organized  and  existing  under the laws of the State of  Georgia  (the  "Credit
Bank"),  and the  Issuer.  Terms  used but not  defined  herein  shall  have the
meanings ascribed to such terms in the Agreement and the Note Indenture.

         Pursuant to the  Agreement,  the Issuer has made a loan (the "Loan") to
the  Borrower of the proceeds  from the  issuance  and sale of the Notes,  to be
applied to assist the Borrower in refinancing certain  indebtedness  incurred by
the Borrower to pay the cost of acquiring  certain  real  property  (the "Leased
Property") which will be owned by the Borrower and leased to the Lessee,  and to
pay additional  Property Costs related to the  transactions  contemplated by the
Agreement.

         The Borrower has agreed,  and hereby does agree,  to repay such loan by
making payments  hereunder ("Loan Payments") at the times and in the amounts set
forth in this Borrower Note. The Notes have been issued,  concurrently  with the
execution and delivery of this Borrower  Note,  pursuant to, and are secured by,
the Master Trust Indenture (the "Master  Indenture") dated as of March 31, 2000,
between  the  Issuer  and  the  Note  Trustee  as   supplemented  by  the  First
Supplemental  Series Indenture  between the Issuer and the Note Trustee dated as
of March 31, 2000 (the  "Supplemental  Indenture" and,  together with the Master
Indenture, the "Indenture").

         To provide  funds to pay the Debt Service on the Notes as and when due,
or to reimburse the Credit Bank for Drawings  under the Letter of Credit used to
make such payments,  the Borrower  hereby agrees to and shall make Loan Payments
as follows:  on each  Interest  Payment Date the amount equal to interest due on
the Notes on such Interest  Payment Date,  and on each Interest  Payment Date on
which principal of the Notes shall be due and payable pursuant to the redemption
provisions of the Note Indenture, or upon maturity of the Notes, an amount equal
to such principal due and payable on such date. In addition, to provide funds to
pay the  Debt  Service  on the  Notes as and when  due at any  other  time,  the
Borrower  hereby  agrees to and shall  make Loan  Payments  on any other date on
which any Debt Service on the Notes shall be due and

<PAGE>
payable,  whether upon  acceleration,  call for redemption or otherwise,  in the
amount of the Debt Service so due and payable.

         If payment or provision for payment in accordance with the Indenture is
made in respect of the Debt  Service  on the Notes from  moneys  other than Loan
Payments,  this  Note  shall be  deemed  paid to the  extent  such  payments  or
provisions  for  payment of Debt  Service  have been made.  The  Borrower  shall
receive a credit against its  obligation to make Loan Payments  hereunder to the
extent of the moneys  delivered  to the Note  Trustee  under and pursuant to the
Letter of Credit  for the  payment  of Debt  Service  and any other  amounts  on
deposit in the Note Fund and available to pay Debt Service on the Notes pursuant
to the Indenture.  Subject to the  foregoing,  all Loan Payments shall be in the
full amount required hereunder.

         All Loan Payments shall be payable in lawful money of the United States
of  America,  in  immediately  available  funds,  and  shall be made to the Note
Trustee at its  Operations  Office (as defined in the Indenture) for the account
of the Issuer, deposited in the Note Fund and used as provided in the Indenture.

         All  parties  hereto,  whether  as  makers,  endorsers,  or  otherwise,
severally  waive  presentment  for  payment,  demand,  protest,  and  notice  of
dishonor, notice of intention to accelerate,  notice of acceleration,  notice of
the existence, creation or nonpayment of all or any of the Loan Advances and all
other notices whatsoever.

         ALL PAYMENTS TO BE MADE BY THE BORROWER IN RESPECT OF THE LOAN AND THIS
BORROWER NOTE SHALL BE MADE ONLY FROM CERTAIN PAYMENTS  RECEIVED UNDER THE LEASE
AND  CERTAIN  PROCEEDS  OF THE LEASED  PROPERTY  AND ONLY TO THE EXTENT THAT THE
CREDIT BANK SHALL HAVE  RECEIVED  SUFFICIENT  PAYMENTS FROM SUCH SOURCES TO MAKE
PAYMENTS IN RESPECT OF THE LETTER OF CREDIT  LIABILITIES IN ACCORDANCE  WITH AND
SUBJECT  TO THE  PRIORITIES  SET  FORTH  IN  ARTICLE  III  OF THE  REIMBURSEMENT
AGREEMENT.  THE ISSUER, BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL LOOK SOLELY
TO SUCH  SOURCES  OF PAYMENT TO THE EXTENT  AVAILABLE  FOR  DISTRIBUTION  TO THE
ISSUER OR THE NOTE TRUSTEE AS PROVIDED IN THE  REIMBURSEMENT  AGREEMENT AND THAT
NEITHER THE BORROWER NOR ITS RESPECTIVE  PARTNERS,  NOR ANY OF THEIR  RESPECTIVE
ORGANIZERS,  INCORPORATORS,  LIMITED OR GENERAL PARTNERS, MEMBERS, STOCKHOLDERS,
DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES OR AGENTS (COLLECTIVELY,  THE "BORROWER
PARTIES")  SHALL BE  PERSONALLY  LIABLE TO THE ISSUER OR THE CREDIT BANK FOR ANY
AMOUNT PAYABLE HEREUNDER OR UNDER THE REIMBURSEMENT  AGREEMENT.  NOTHING IN THIS
BORROWER NOTE, THE REIMBURSEMENT AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT SHALL
BE CONSTRUED AS CREATING ANY LIABILITY  (OTHER THAN FOR WILLFUL  MISCONDUCT)  OF
THE  BORROWER  TO PAY ANY SUM OR TO  PERFORM  ANY  COVENANT,  EITHER  EXPRESS OR
IMPLIED,  IN THIS  BORROWER  NOTE,  THE  REIMBURSEMENT  AGREEMENT  OR ANY  OTHER
OPERATIVE  DOCUMENT (ALL SUCH LIABILITY,  IF ANY, BEING EXPRESSLY  WAIVED BY THE
ISSUER BY ITS ACCEPTANCE  HEREOF AND BY THE CREDIT BANK BY ITS ACCEPTANCE OF THE
ASSIGNMENT HEREOF) AND THAT THE ISSUER, THE CREDIT BANK AND EACH OTHER HOLDER OF
THIS  BORROWER  NOTE,  BY ITS  ACCEPTANCE  HEREOF,  ON BEHALF OF ITSELF  AND ITS
SUCCESSORS  AND  ASSIGNS,  AGREES IN THE CASE OF ANY  LIABILITY  OF THE BORROWER
HEREUNDER OR THEREUNDER  (EXCEPT FOR SUCH LIABILITY  ATTRIBUTABLE  TO BORROWER'S
WILLFUL  MISCONDUCT) THAT IT WILL LOOK SOLELY TO THOSE CERTAIN PAYMENTS RECEIVED
UNDER THE LEASE AND THOSE CERTAIN PROCEEDS OF THE LEASED PROPERTY AS PROVIDED IN
ARTICLE III OF THE REIMBURSEMENT AGREEMENT; PROVIDED, HOWEVER, THAT THE BORROWER
(BUT NOT ITS PARTNERS, THE ISSUER OR CORNERSTONE CAPITAL CORPORATION,  OR ANY OF
THEIR RESPECTIVE ORGANIZERS,

                                      -2-
<PAGE>

INCORPORATORS,  STOCKHOLDERS, PARTNERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES,
OFFICERS  AND  AGENTS)  SHALL IN ANY EVENT BE  LIABLE  WITH  RESPECT  TO (I) THE
REMOVAL OF BORROWER'S LIENS OR LIABILITIES  INVOLVING ITS WILLFUL  MISCONDUCT OR
(II) FAILURE TO TURN OVER PAYMENTS THE BORROWER HAS RECEIVED IN ACCORDANCE  WITH
ARTICLE III OF THE  REIMBURSEMENT  AGREEMENT;  AND  PROVIDED,  FURTHER  THAT THE
FOREGOING  EXCULPATION  OF THE BORROWER AND THE  BORROWER  PARTIES  SHALL NOT BE
DEEMED TO BE EXCULPATIONS OF THE LESSEE, THE GUARANTOR OR ANY OTHER PERSON.

         Any provision to the contrary contained in this Borrower Note or in any
of the other Operative Documents notwithstanding,  it is expressly provided that
in no case or event  shall the  aggregate  of (i) all  Interest  payable  by the
Lessor and (ii) the aggregate of any other  amounts  accrued or paid pursuant to
this  Borrower  Note  or any of  the  other  Operative  Documents,  which  under
applicable  laws are or may be deemed to  constitute  interest,  ever exceed the
maximum rate of interest  which could  lawfully be  contracted  for,  charged or
received.  In this connection,  it is expressly stipulated and agreed that it is
the intent of the Borrower and the Issuer to contract in strict  compliance with
the  applicable  usury  laws of the State and of the  United  States  (whichever
permit the higher rate of interest) from time to time in effect.  In furtherance
thereof,  none of the terms of this Borrower Note or any of the other  Operative
Documents shall ever be construed to create a contract to pay, as  consideration
for the use, forbearance or detention of money,  interest at a rate in excess of
the maximum  contract  interest rate permitted to be contracted for,  charged or
received by the  applicable  laws of the United  States or the State  (whichever
permit the higher rate of  interest).  The Borrower and any other parties now or
hereafter  becoming liable for payment of any  indebtedness  under this Borrower
Note or any other  Operative  Documents  shall  never be liable for  interest in
excess of the maximum rate that may be lawfully  contracted for or charged under
the laws of the State and of the United States (whichever permit the higher rate
of interest).  If under any  circumstances  the  aggregate  amounts paid include
amounts which by law are deemed  interest  which would exceed the maximum amount
of interest which could lawfully have been contracted for,  charged or received,
the parties  stipulate  that such  amounts will be deemed to have been paid as a
result  of an error on the part of the  parties,  and the party  receiving  such
excess  payment  shall  promptly,  upon  discovery  of such error or upon notice
thereof from the party making such payment,  refund the amount of such excess or
at the option of the Issuer or then holder of this  Borrower  Note,  credit such
excess  against  any unpaid  principal  balance  owing.  To the  maximum  extent
permitted by applicable law, all amounts contracted for, charged or received for
the use,  forbearance,  or detention of money shall, to the extent  permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of this Borrower Note.

         This  Borrower  Note shall be governed by and  construed in  accordance
with  the  laws of the  State  of  Ohio,  without  regard  to  conflicts  of law
principles.

         This Borrower Note is subject to optional,  extraordinary  optional and
mandatory  prepayment,  in whole or in part, at the times and upon the terms and
conditions for optional,  extraordinary optional and mandatory redemption of the
Notes as set forth in the  Indenture.  Any  optional or  extraordinary  optional
prepayment  is also  subject  to  satisfaction,  upon  the  same  terms,  of any
applicable notice,  deposit or other requirements which apply to the optional or
extraordinary optional redemption of the Notes as set forth in the Indenture.

                                      -3-

<PAGE>
         IN WITNESS WHEREOF, the Borrower has signed this Borrower Note as of
the date first above written.

                                        ASSET HOLDINGS III, L.P., an Ohio
                                        limited partnership

                                        By: Realty Facility Holdings I, L.L.C.,
                                            its General Partner

                                            By: /s/ Robert F. Gage
                                               ---------------------------------
                                                   Robert F. Gage, President








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