exhibit_10d1.htm


    Exhibit
10(d)1



      Fourth
Amended And Restated Committed Facility Letter

      


      January
11, 2006

      


      ALLETE,
Inc.

      30 West
Superior Street

      Duluth,
Minnesota 55802

      Attn:
Corporate Treasurer

      


      Ladies
and Gentlemen:

      


      Reference
is hereby made to that certain Third Amended and Restated Committed Facility
Letter among the banks party thereto, LaSalle Bank National Association, as
agent for such banks and yourselves dated as of December 23, 2003, as amended by
that certain First Amendment to Third Amended and Restated Committed Facility
Letter dated as of December 14, 2004 (together with all exhibits, schedules,
attachments, appendices and amendments thereof, the “Existing Committed Facility
Letter”).  The parties to the Existing Committed Facility
Letter desire that the Existing Committed Facility Letter be amended and
restated in its entirety, without constituting a novation, all on the terms and
conditions contained herein.  Accordingly, in consideration of the
premises and the agreements, provisions and covenants contained herein, the
Existing Committed Facility Letter is hereby amended and restated in its
entirety to be and to read as hereinafter set forth.

       

      LaSalle
Bank National Association (the "Agent" and, in its individual
capacity, a "Bank") and
the other Banks (as defined below) are pleased to advise ALLETE, Inc. (the
"Company") that the
Banks (defined below) have severally approved, subject to the conditions
outlined in this letter agreement (this “Agreement”), a committed
credit facility (the "Facility"). The amount
available under the Facility shall not exceed at any time the aggregate sum of
the Commitments (defined below) as may be increased or decreased from time to
time in accordance with the terms hereof.  This Facility shall
terminate on the Maturity Date (defined below). The Facility shall be available
under the following terms and conditions (certain capitalized terms being used
and not otherwise defined as set forth in Section
8):

       

      1.           LOANS.

       

      The
Company may from time to time before the Maturity Date borrow Eurodollar Loans,
or if one or more conditions exist as set forth in Section 3(b) or Section 3(c)
hereof, Prime Rate Loans. The aggregate outstanding amount of the Loans shall
not at any time exceed the aggregate sum of the Commitments as increased or
decreased in accordance with Section 1(d) hereof. The Company may borrow, repay
and reborrow in accordance with the terms hereof.

       

      a.           Borrowing
Procedures

       

      
      

      i.           Prime Rate Loans.
Each Prime Rate Loan shall be on prior telephonic notice (promptly confirmed in
writing) from any Authorized Officer received by the Agent not later than 11:00
a.m. (Chicago, Illinois time), on the day such Loan is to be made. Each such
Notice of Borrowing shall specify (i) the borrowing date, which shall be a
Banking Day, and (ii) the amount of the Loan. Each Prime Rate Loan shall be in
the amount of $5,000,000 or a higher integral multiple of $1,000,000. A Prime
Rate Loan shall only be available if the Agent has given written notice to the
Company that one or more conditions exist as set forth in Section 3(b) or
Section 3(c) hereof.

       

      ii.           Eurodollar Loans.
Each Eurodollar Loan shall be made upon at least three Banking Days' prior
written or telephonic notice from any Authorized Officer received by the Agent
not later than 3:00 p.m. (Chicago, Illinois time). Each such Notice of Borrowing
shall specify (i) the borrowing date, which shall be a Banking Day, (ii) the
amount of such Loan, and (iii) the Interest Period for such Loan. Each
Eurodollar Loan shall be in the amount of $5,000,000 or a higher integral
multiple of $1,000,000.

       

      iii.           The
Agent shall give prompt telephonic or telecopy notice to each Bank of the
contents of each Notice of Borrowing and of such Bank's share of such
Loan.

       

      iv.           Not
later than 11:00 a.m. (Chicago time) (or 1:00 p.m. (Chicago time) in the case of
any Prime Rate Loan) on the date of each borrowing, each Bank participating
therein shall (except as provided in subsection (v) of this Section) make
available its share of such Loan, in Federal or other funds immediately
available in Chicago, to the Agent at its address set forth next to its
signature below.  Unless the Agent is notified by a Bank that any
applicable condition specified in Section 4 has not been satisfied, the Agent
will make the funds so received from the Banks available to the Company by
depositing such funds in the manner specified in the related Notice of
Borrowing.

       

      v.           Unless
the Agent shall have received notice from a Bank prior to the date of any
borrowing that such Bank will not make available to the Agent such Bank's share
of such Loan, the Agent may assume that such Bank has made such share available
to the Agent on the date of such borrowing in accordance with subsection (iv) of
this Section 1(a), and the Agent may, in reliance upon such assumption (but
shall not be obligated to), make available to the Company on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Agent, such Bank and the Company severally agree to
repay to the Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Company until the date such amount is repaid to the Agent, at (i) in the
case of the Company, a rate per annum equal to the higher of (x) the Prime Rate
and (y) the interest rate applicable thereto pursuant to Section 1(b)(ii), and
(ii) in the case of such Bank, the Prime Rate. If such Bank shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Loan for purposes of this Agreement.

       

      b.           Interest

       

      i.           Prime Rate Loans. The
unpaid principal of each Prime Rate Loan shall bear interest to the Maturity
Date at a rate per annum equal to the Prime Rate in effect from time to time
plus the Applicable
Margin. Accrued interest on Prime Rate Loans shall be payable quarterly on the
30th day
of each December, March, June and September and on the Maturity
Date.

       

      ii.           Eurodollar Loans. The
unpaid principal amount of each Eurodollar Loan shall bear interest prior to
maturity at a rate per annum equal to LIBOR in effect for the Interest Period
with respect to such Eurodollar Loan plus the Applicable Margin. Accrued
interest on each Eurodollar Loan shall be payable on the last day of the
Interest Period applicable to such Loan and, if such Interest Period shall
exceed three months, at three month intervals after the date of the Eurodollar
Loan.

       

      iii.           Interest After
Maturity. Any principal of any Loan which is not paid when due, whether
at the stated maturity, upon acceleration or otherwise, shall bear interest from
and including the date such principal shall have become due to (but not
including) the date of payment thereof in full at a rate per annum equal to the
Prime Rate from time to time in effect plus the Applicable Margin
plus 2.0% per annum
(but until the end of any Interest Period for a Eurodollar Rate Loan, not less
than 2.0 % in excess of the rate otherwise applicable for such
Loan).  After maturity, accrued interest shall be payable on
demand.

       

      iv.           Maximum Rate. In no
event shall the interest rate applicable to any amount outstanding hereunder
exceed the maximum rate of interest allowed by applicable law, as amended from
time to time. Any payment of interest or in the nature of interest in excess of
such limitation shall be credited as a payment of principal unless the Company
shall request the return of such amount.

       

      v.           Method of Calculating
Interest and Fees. Interest on each Loan shall be computed on the basis
of a year consisting of (i) 365/366, as applicable, days for Prime Rate Loans,
and (ii) 360 days for Eurodollar Loans, and paid for actual days
elapsed.  Fees shall be computed on the basis of a year consisting of
360 days and paid for actual days elapsed.

       

      c.           Disbursements and
Payments

       

      The Agent
shall transfer the proceeds of each Loan as directed by an Authorized Officer.
Each Eurodollar Loan shall be payable on the earlier of the last day of the
Interest Period applicable thereto or the Maturity Date. Each Prime Rate Loan
shall be payable on the Maturity Date.  All payments to the Banks
shall be made to the Agent at LaSalle Bank National Association ABA No. 071 000
505, Account No. 1378018, reference ALLETE not later than 2:00 p.m., Chicago,
Illinois time, on the date when due and shall be made in lawful money of the
United States of America (in freely transferable U.S. dollars) and in
immediately available funds. Any payment that shall be due on a day, which is
not a Banking Day, shall be payable on the next Banking Day, subject to the
definition of "Interest Period".

       

      d.           Prepayment; Commitment
Increases and Reductions

       

      The
Company may prepay any Loan in whole or in part from time to time (but, if in
part, in an amount not less than $1,000,000 and integral multiples of $1,000,000
in excess thereof) without premium or penalty (subject to the following
paragraph) upon (i) 3 Business Days prior written notice to the Agent with
respect to any Eurodollar Loan and (ii) prior written notice delivered to the
Agent prior to 10:00 a.m. (Chicago, Illinois time) on the date of such
prepayment with respect to any Prime Rate Loan.

       

      If the
Company shall prepay any Loan, it shall pay to the Agent at the time of each
prepayment, or at such later time designated by the Agent, any and all costs
described in Section 3(g) hereof.

       

      The
Company may permanently reduce the amount of Commitments from time to time in
amounts not less than $1,000,000 and integral multiples of $1,000,000 in excess
thereof without premium or penalty upon 3 Business Days prior written notice to
the Agent, provided that the aggregate amount of Commitments shall not exceed
the aggregate principal amount of Loans then outstanding.  Any such
reduction shall be applied ratably to the Commitments of the Banks and may not
be reinstated.

       

      The
initial aggregate amount of Commitments under this Agreement equals ONE HUNDRED
FIFTY MILLION DOLLARS ($150,000,000).  Notwithstanding the foregoing
to the contrary and so long as no Event of Default exists, the Company may, upon
written election delivered to Agent, permanently increase the aggregate
Commitments under this facility by an amount not to exceed $50,000,000 to TWO
HUNDRED MILLION DOLLARS ($200,000,000) (less the amount of any previous
reductions of the Commitments pursuant to this Section 1(d)), by (a) increasing
the Commitments of one or more Banks which have agreed to such increase and/or
(b) adding one or more commercial banks or other Persons as a Bank hereto (each
an “Additional Bank”)
with a Commitment in an amount agreed to by any such Additional Bank; provided that no Additional
Bank shall be added as a party hereto without the written consent of the Agent
(which shall not be unreasonably withheld) or if an Event of Default then
exists.  Any such Commitment increases shall be in minimum aggregate
amounts of $10,000,000 and $5,000,000 multiples in excess thereof.  In
no event shall the aggregate Commitments exceed $200,000,000.  Any
increase in the aggregate Commitments pursuant to this clause (d) shall be
effective three Business Days after the conditions precedent date set forth in
Section 4(c) are either fully satisfied or waived by Agent in
writing.  The Agent shall promptly notify the Company and the Banks of
any increase in the amount of the aggregate Commitments pursuant to this Section
and of the Commitment of each Bank after giving effect thereto.  The
Company acknowledges that, in order to maintain Loans in accordance with each
Bank’s pro-rata share of all outstanding Loans prior to any increase in the
aggregate Commitments pursuant to this Section, a reallocation of the
Commitments as a result of a non-pro-rata increase in the aggregate Commitments
may require prepayment of all or portions of certain Loans on the date of such
increase (and any such prepayment shall be subject to the provisions of Section
3(g)).

       

      e.           Note

       

      The
Company's obligations with respect to the Loans shall be evidenced by a note for
each Bank in the form attached as Exhibit A (each, a
"Note" and,
collectively, the "Notes"). The amount, the rate
of interest for each Loan and the Interest Period (if applicable) shall be
endorsed by the respective Bank on the schedule attached to its Note, or at any
Bank's option, in its records, which schedule or records shall be conclusive,
absent manifest error, provided, however, that the
failure of any Bank to record any of the foregoing or any error in any such
record shall not limit or otherwise affect the obligation of the Company to
repay all Loans made to it hereunder together with accrued interest
thereon.  The Company agrees to issue new notes to replace any
existing Notes if requested by Agent in the event that the Commitments are
increased pursuant to the terms of Section 1(d) hereof.

       

      f.           Maturity

       

      All of
the Obligations shall become due and payable on the Maturity Date (as defined
below) or upon the earlier termination of this Agreement.  Without
limiting the foregoing, all unpaid Obligations, if not sooner declared to be due
in accordance with the terms hereof, together with all accrued and unpaid
interest thereon, shall be due and payable in full on January 11, 2011 (the
“Initial Maturity
Date”) or, if an Extension Option has been duly and timely exercised by
the Company in accordance with the terms hereof, on the applicable Extended
Maturity Date (as defined below).  The date when all Obligations are
due and payable hereunder, whether the Initial Maturity Date, an Extended
Maturity Date, by acceleration or otherwise, is referred to as the “Maturity
Date”.  Until all Obligations have been fully paid and
satisfied (other than contingent indemnification obligations to the extent no
unsatisfied claim with respect thereto has been asserted), this Agreement shall
continue in force and effect for the benefit of Agent and the Banks and Agent
shall be entitled to exercise all rights and remedies available to it hereunder
and under applicable laws.

       

      Provided
that no Event of Default then exists, either on the date that the Company
delivers an Extension Request or on the applicable Maturity Date being extended,
the Company shall have the right (the "Extension Option") to extend
the term of this Agreement for two additional 12-month periods commencing, in
the case of (i) the first Extension Option, on the Initial Maturity Date and
ending on January 11, 2012, and (ii) the second Extension Option, beginning on
January 11, 2012 and ending on January 11, 2013 (each an “Extended Maturity Date”),
upon and subject to the following terms, provisions and conditions:

       

      (i)           the
Company shall deliver an Extension Request to Agent of its election to exercise
the Extension Option in a timely manner as specified in the definition of
Extension Request, accompanied by a statement certifying that no Event of
Default then exists;

       

      (ii)           no
condition or circumstance then exists which could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse
Change;

       

      (iii)           Agent
shall have received notice on or before the date that is 10 Business Days prior
to the then applicable anniversary of the Closing Date that Banks having
Commitments in excess of 50% of the aggregate Commitments then in effect (after
giving effect to any concomitant or pending increase in Commitments being made
pursuant to Section 1(d)) intend to renew their respective Commitments;
and

       

      (iv)           except
as expressly provided to the contrary in this Agreement, all of the other terms,
provisions and conditions of this Agreement, the Note and the Loan Documents
remain in full force and effect in accordance with their respective terms,
including without limitation, the obligation to make monthly payments of
interest at the then applicable interest rate.

       

      Each Bank
may elect, in its sole and absolute discretion to extend its Commitment in
accordance with the Extension Request of the Company.  Any Bank
failing to respond within 10 Business Days of receiving written notice by Agent
of its receipt of an Extension Request shall be deemed to have declined and to
have refused to consent to such Extension Request.  If Banks
(including Replacement Banks, as defined below) holding more than 50% of the
aggregate amount of the renewed Commitments (after giving effect to any
concomitant or pending increase in Commitments being made pursuant to Section
1(d)) consent to the Extension Request of the Company, then the then applicable
Maturity Date shall be extended by one additional year in accordance with such
Extension Request, but only with respect to those Banks consenting to such
extension of its Commitment.

       

      g.           Replacement of
Non-consenting Banks.

       

      If any
Bank declines to extend the Maturity Date in connection with its Commitment
pursuant to an Extension Request made by the Company, then the Company may, at
its sole expense and effort, upon notice to such Bank and the Agent, require
such Bank to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, Section
9(o)), all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee (a “Replacement Bank”) that shall
assume such obligations (which assignee may be another Bank, if a Bank accepts
such assignment), provided that:

       

      (i) the
Company shall have paid to the Agent the assignment fee specified in Section
9(o);

       

      (ii) such
Bank shall have received payment of an amount equal to the outstanding principal
of its Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents (including any
amounts under Section 3(g)) from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Company (in the case of all
other amounts); and

       

      (iii)
such assignment does not conflict with applicable law.

       

      A Bank
shall not be required to make any such assignment or delegation if, prior
thereto, such Bank consents to the Extension Request.

       

      2.           FEES.

       

      a.           Certain
Fees

       

      The
Company shall pay, or cause to be paid, to the Agent certain fees set forth in
the Fee Letter at the time specified in the Fee Letter for payment of such
amounts.

       

      b.           Facility
Fee

       

      The
Company agrees to pay to the Banks a facility fee on the amount of the Facility
(whether or not used) at a rate per annum equal to the Facility Fee Rate. Such
facility fee shall be payable by the Company quarterly on the 30th day
of each December, March, June and September after the date hereof and on the
Maturity Date as set forth in Section 1(c) hereof.

       

      c.           Utilization
Fee

       

      For each
day the aggregate amount of Loans outstanding exceeds 50% of the Commitments as
in effect on such day, the Company agrees to pay to the Banks, in addition to
any other amounts payable hereunder, a utilization fee on the aggregate
outstanding amount of Loans on such date at a rate per annum equal to the
Utilization Fee Rate. Such utilization fee shall be payable by the Company on
the date when the next interest payment on such Loans is due in accordance with
Section 1(b) hereof and on the Maturity Date as set forth in Section 1(c)
hereof.

       

      3.           ADDITIONAL
PROVISIONS RELATING TO LOANS.

       

      a.           Increased
Cost

       

      The
Company agrees to reimburse each Bank for any increase in the cost to such Bank
of, or any reduction in the amount of any sum receivable by such Bank in respect
of, making or maintaining any Eurodollar Loans (including the imposition,
modification or deemed applicability of any reserves, deposits or similar
requirements). The additional amount required to compensate any Bank for such
increased cost or reduced amount shall be payable by the Company to such Bank
within five days of the Company's receipt of written notice from such Bank
specifying such increased cost or reduced amount and the amount required to
compensate such Bank therefor, which notice shall, in the absence of manifest
error, be conclusive and binding on the Company. In determining such additional
amount, a Bank may use reasonable averaging, attribution and allocation
methods.

       

      b.           Deposits Unavailable or
Interest Rate Unascertainable; Impracticability

       

      If the
Company has notified the Agent of its intention to borrow a Eurodollar Loan for
an Interest Period and the Agent or any Bank determines (which determination
shall be conclusive and binding on the Company) that:

       

      (1)
deposits of the necessary amount for such Interest Period are not available to
such Bank in the London interbank market or, by reason of circumstances
affecting such market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period; or

       

      (2) LIBOR
will not adequately and fairly reflect the cost to the Bank of making or funding
a Eurodollar Loan for such Interest Period; or

       

      (3) the
making or funding of Eurodollar Loans has become impracticable as a result of
any event occurring after the date of this Agreement which, in the opinion of
the Bank, materially and adversely affects such Loans or the interbank
eurodollar market;

       

      then any
notice of a Eurodollar Loan previously given by the Company and not yet borrowed
shall be deemed to be a notice to make a Prime Rate Loan.

       

      c.           Changes in Law Rendering
Eurodollar Loans Unlawful

       

      If at any
time due to the adoption of, or change in, any law, rule, regulation, treaty or
directive or in the interpretation or administration thereof by any court,
central bank, governmental authority or governmental agency charged with the
interpretation or administration thereof, or for any other reason arising
subsequent to the date hereof, it shall become (or, in the good faith judgment
of any Bank, raise a substantial question as to whether it is) unlawful for such
Bank to make or fund any Eurodollar Loan, Eurodollar Loans shall not be made
hereunder for the duration of such illegality. If any such event shall make it
unlawful for any Bank to continue any Eurodollar Loans previously made by it
hereunder, the Company shall, after being notified by such Bank of the
occurrence of such event, on such date as shall be specified in such notice,
either convert such Eurodollar Loan to a Prime Rate Loan or prepay in full such
Eurodollar Loan, together with accrued interest thereon, without any premium or
penalty (except as provided in Section 3(g)).

       

      d.           Discretion of the Banks as
to Manner of Funding

       

      Each Bank
shall be entitled to fund and maintain its funding of all or any part of the
Loans in any manner it sees fit; it being understood, however, that for purposes
of this Note, all determinations hereunder shall be made as if such Bank had
actually funded and maintained each Eurodollar Loan during the Interest Period
for such Eurodollar Loan through the purchase of deposits having a term
corresponding to such Interest Period and bearing an interest rate equal to
LIBOR for such Interest Period.

       

      e.           Taxes

       

      All
payments by the Company of principal of, and interest on, the Loans and all
other amounts payable hereunder shall be made free and clear of and without
deduction for any present or future income, excise, stamp or franchise taxes and
other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise taxes and
taxes imposed on or measured by each respective Bank's net income or receipts
(such non-excluded items being called "Taxes"). If any withholding
or deduction from any payment to be made by the Company hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Company will

       

      i.           pay
directly to the relevant authority the full amount required to be so withheld or
deducted;

       

      ii.           
promptly forward to each Bank an official receipt or other documentation
satisfactory to such Bank evidencing such payment to such authority;
and

       

      iii.           pay
to each Bank such additional amount or amounts as is necessary to ensure that
the net amount actually received by such Bank will equal the full amount such
Bank would have received had no such withholding or deduction been
required.

       

      Moreover,
if any Taxes are directly asserted against any Bank or on any payment received
by such Bank hereunder, such Bank may pay such Taxes and the Company will
promptly pay such additional amount (including any penalty, interest or expense)
as is necessary in order that the net amount received by such Bank after the
payment of such Taxes (including any Taxes on such additional amount) shall
equal the amount such Bank would have received had no such Taxes been
asserted.

       

      If the
Company fails to pay any Taxes when due to the appropriate taxing authority or
fails to remit to any Bank the required receipts or other required documentary
evidence, the Company shall indemnify such Bank for any incremental Tax,
interest, penalty or expense that may become payable by such Bank as a result of
any such failure.

       

      f.           Increased Capital
Costs

       

      If any
change in, or the introduction, adoption, effectiveness, interpretation,
reinterpretation or phase-in of, any law or regulation, directive, guideline,
decision or request (whether or not having the force of law) of any court,
central bank, regulator or other governmental authority affects or would affect
the amount of capital required or expected to be maintained by any Bank or any
entity controlling any Bank, and such Bank determines (in its sole and absolute
discretion) that the rate of return on its or such controlling entity's capital
as a consequence of the Loans made by such Bank or the commitment hereunder is
reduced to a level below that which such Bank or such controlling entity could
have achieved but for the occurrence of any such circumstance, then, in any such
case, upon notice from time to time by any Bank to the Company, the Company
shall immediately pay directly to such Bank additional amounts sufficient to
compensate such Bank or such controlling entity for such reduction in rate of
return. A statement of any Bank as to any such additional amount or amounts
(including calculations thereof in reasonable detail) shall, in the absence of
manifest error, be conclusive and binding on the Company. In determining such
amount, each Bank may use reasonable averaging, attribution and allocation
methods.

       

      g.           Funding
Losses

       

      The
Company will indemnify the Banks upon demand against any loss or expense which
any Bank may sustain or incur (including, without limitation, any loss or
expense sustained or incurred in obtaining, liquidating or employing deposits or
other funds acquired to effect, fund or maintain any Loan) as a consequence of
(i) any failure of the Company to make any payment when due of any amount due
hereunder, (ii) any failure of the Company to borrow a Loan on a date specified
therefor in a notice thereof, or (iii) any payment (including any payment upon
any Bank's acceleration of the Loans) or prepayment of any Eurodollar Loan on a
date other than the last day of the Interest Period for such Loan.

       

      4.           CONDITIONS
PRECEDENT.

       

      a.           Initial
Loan

       

      The
obligation of each Bank to make the initial Loan shall be subject to the prior
or concurrent satisfaction of each of the following conditions
precedent:

       

      i.           The
Company shall have delivered to the Agent a certificate dated the date of the
initial Loan of its Secretary or Assistant Secretary as to (i) resolutions of
its Board of Directors then in full force and effect authorizing the execution,
delivery and performance of this Agreement, the Notes, and each of the other
Loan Documents; and (ii) the incumbency and signatures of those of its officers
authorized to act with respect to this Agreement, the Note and each of the Loan
Documents executed by it, upon which certificate the Banks may conclusively rely
until it shall have received a further certificate of the Secretary or Assistant
Secretary of the Company canceling or amending such prior
certificate.

       

      ii.           Each
Bank shall have received its respective Note duly executed and delivered by the
Company.

       

      iii.           The
Agent shall have received an opinion dated the date of the initial Loan from
counsel to the Company in form satisfactory to the Agent.

       

      b.           Each
Loan

       

      The
obligation of each Bank to make any Loan (including the initial Loan) shall be
subject to the following statements being true and correct before and after
giving effect to such Loan: (i) the representations and warranties set forth in
Section 5 shall be true and correct with the same effect as if then made (unless
stated to relate solely to an earlier date, in which case such representations
and warranties shall be true and correct as of such earlier date); and (ii) no
Event of Default or Unmatured Event of Default shall have occurred and be
continuing, provided
that this subsection 4(b)(ii) shall not apply to an Event of Default occurring
solely under clause (vii) of subsection 7(a) with respect to a Loan if the
proceeds of such Loan will be used exclusively to repay the Company’s commercial
paper (and, in the event of any such Loan, the Agent may require the Company to
deliver information sufficient to disburse the proceeds of such Loan directly to
the holders of such commercial paper or a paying agent therefor).

       

      Each
request for a Loan shall be deemed a representation by the Company, as to the
matters set forth in this Section.

       

      c.           Conditions Precedent to
Facility Increase

       

      The
effectiveness of any increase in the aggregate Commitments hereunder pursuant to
subsection 1(d) hereof, and the ability of the Company to borrow additional
Loans in accordance with any such increased Commitment are subject to the
satisfaction of the following conditions (unless waived in writing by Agent and
the Banks):

       

      i.           Agent
shall have received and accepted the applicable documentation memorializing and
evidencing such Commitment increases by the applicable Banks together with any
joinders to this Agreement from Additional Banks, all in form and substance
reasonably acceptable to Agent;

       

      ii.           This
Agreement shall be amended to the extent necessary or reasonably required by
Agent in connection with any such increase in Commitments;

       

      iii.           The
Company shall have issued new or replacement Notes as may be requested by any
Bank;

       

      iv.           The
Agent shall have received such resolutions, consents and/or legal opinions of
counsel to the Company as reasonably required to evidence the power and
authority of the Company to incur the additional indebtedness associated with
such increase in Commitments and its compliance with all corporate formalities
necessary to duly effectuate the same;

       

      v.           No
Event of Default shall exist at the time such increase is requested or otherwise
would become effective; and

       

      vi.           Agent
shall have received such other documentation and deliveries as it shall
reasonably require.

       

      5.           REPRESENTATIONS.

       

      The
Company represents and warrants to the Banks that:

       

      a.           Organization

       

      It is a
corporation duly organized and in good standing under the laws of its state of
organization and duly qualified to do business in each jurisdiction where such
qualification is necessary.

       

      b.           Authorization

       

      The
execution and delivery of this Agreement, the Note and the other Loan Documents
and the performance by the Company of its obligations hereunder and thereunder
are within the Company's powers and have been duly authorized by all necessary
action on the Company's part, and do not and will not contravene or conflict
with the Company's organizational documents or violate or constitute a default
under any law, rule or regulation any presently existing requirement or
restriction imposed by judicial, arbitral or other governmental instrumentality
or any agreement, instrument or indenture by which the Company is
bound.

       

      c.           Enforceability

       

      This
Agreement is the Company's legal, valid and binding obligation, enforceable in
accordance with its terms.

       

      d.           Financial
Statements

       

      The
audited financial statements of the Company as of December 31, 2004 and the
interim financial statements of the Company as of September 30, 2005, copies of
which have been furnished to the Agent, have been prepared in accordance with
generally accepted accounting principles consistently applied, and present
fairly the financial condition of the Company at the date thereof and the
results of its operations for the period then ended. Since the date of such
interim financial statements, there has been no Material Adverse
Change.

       

      e.           Use of
Proceeds

       

      The
Company agrees that proceeds of any Loan shall be used solely for the purpose of
providing liquidity support with respect to commercial paper borrowings of the
Company or for other valid general corporate purposes.

       

      6.           COVENANTS.

       

      From the
date of this Agreement and thereafter until the termination of the Facility and
until the Obligations are paid in full, the Company agrees that it
will:

       

      a.           Financial
Information.  Furnish to the Agent:

       

      i.           As
soon as available and in any event within 60 days after the end of each of the
first three fiscal quarters of each fiscal year of the Company, consolidated
balance sheets, statements of earnings and cash flow of the Company and its
Subsidiaries, and internally prepared unaudited consolidating (A) balance sheets
and (B) statements of earnings of the Company, each for such quarter and for the
period commencing at the beginning of such fiscal year and ending with the end
of such quarter, certified by the chief financial officer of the Company (all of
which consolidating balance sheets and consolidating statements of earnings
shall be treated by the Banks as confidential information of the Company,
whether or not specifically marked as such);

       

      ii.           as
soon as available and in any event within 120 days after the end of each fiscal
year of the Company, a copy of the annual audit report for such fiscal year for
the Company, including consolidated balance sheets as of the end of such fiscal
year and statements of earnings and cash flow for such fiscal year of the
Company and its Subsidiaries, in each case certified in a manner acceptable to
the Agent by independent public accountants acceptable to the Agent together
with the internally prepared unaudited consolidating (a) balance sheets as of
the end of such fiscal year, and (b) statements of earnings for the period
commencing at the beginning of such fiscal year and ending with the end of such
fiscal year of the Company (all of which consolidating balance sheets and
statements of earnings shall be treated by the Banks as confidential information
of the Company, whether or not specifically marked as such);

       

      iii.           upon
the occurrence of a Unmatured Event of Default or Event of Default, notice of
such Unmatured Event of Default or Event of Default; and

       

      iv.           such
other information with respect to the condition or operations, financial or
otherwise, of the Company as any Bank may from time to time reasonably
request.

       

      b.           Margin
Stock

       

      Not, and
not permit any Subsidiary or affiliate of the Company to, use the proceeds of
any Loan, directly or indirectly, for the purpose of purchasing or carrying any
Margin Stock, for the purpose of reducing or retiring any indebtedness which was
originally incurred to purchase or carry any Margin Stock or for any other
purpose which might cause any of the Loans to be considered a "purpose credit"
within the meaning of Regulation T, U or X of the Federal Reserve
Board.

       

      c.           Fundamental
Changes.

       

      The Company shall maintain and
preserve, and cause each Material Subsidiary to maintain and preserve, (a) its
existence and good standing in the jurisdiction of its organization, and (b) its
qualification to do business and good standing in each jurisdiction where the
nature of its business makes such qualification necessary (except in those
instances in which the failure to be qualified or in good standing would not
result in a Material Adverse Change) and shall not:

       

      i.           Enter
into any transaction of merger of consolidation or amalgamation, or liquidate,
wind up or dissolve itself (or suffer any liquidation or dissolution);
or

       

      ii.           Convey,
sell, lease, transfer or otherwise dispose of, in one transaction or a series of
transactions, all or a substantial portion of its business or property without
the prior written consent of the Required Banks, which consent shall not be
unreasonably withheld.

       

      Notwithstanding
the foregoing provisions of this subsection (c), the Company may merge or
consolidate with any other Person if the Company is the surviving corporation or
the surviving corporation assumes the liabilities of the Company by operation of
law or otherwise.

       

      d.           Maximum Ratio of Funded Debt
to Total Capital

       

      The
Company shall at all times, measured as of the end of each fiscal quarter of the
Company maintain a maximum ratio of Funded Debt to Total Capital of 0.65 to
1.0.

       

      e.           Compliance with
Laws

       

      The Company, its Subsidiaries and its
affiliates shall comply with the requirements of all applicable laws, rules and
regulations, except to the extent such Person’s noncompliance could not
reasonably be expected to result in a Material Adverse
Change.  Notwithstanding and without limiting the generality of the
foregoing, none of the Company, its Subsidiaries, its affiliates or any of their
respective agents acting or benefiting in any capacity in connection with the
transactions contemplated by this Agreement is (i) in violation of any Terrorism
Law, (ii) engages in or conspires to engage in any transaction that has the
purpose of evading or avoiding or is designed to evade or avoid, or attempts to
violate, any of the prohibitions set forth in any Terrorism Law, or (iii) is a
Blocked Person.  No such Person nor, to the knowledge of any such
Person, any of its affiliates or agents acting or benefiting in any capacity in
connection with the transactions contemplated by this Agreement, (x) conducts
any business or engages in making or receiving any contribution of funds, goods
or services to or for the benefit of any Blocked Person, or (y) deals in, or
otherwise engages in any transaction relating to, any property or interest in
property blocked pursuant to Executive Order No. 13224, any similar executive
order or other Terrorism Law.  The Company will not, nor will it
permit any Subsidiary to, directly or indirectly, knowingly enter into any
material contract with any Person who is a Blocked Person.  The
Company shall immediately notify Agent if it has knowledge that any affiliate
thereof is or becomes a Blocked Person, or (i) is convicted on, (ii) pleads
nolo contendere to,
(iii) is indicted on or (iv) is arraigned and held over on charges involving
money laundering or predicate crimes to money laundering.  The Company
will not, nor will it permit any Subsidiary to, directly or indirectly, (i)
conduct any business or engage in any transaction or dealing with any Blocked
Person, including, without limitation, the making or receiving of any
contribution of funds, goods or services to or for the benefit of any Blocked
Person, (ii) deal in, or otherwise engage in any transaction relating to, any
property or interests in property blocked pursuant to Executive Order No. 13224,
any similar executive order or other Terrorism Law, or (iii) engage in or
conspire to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set
forth in Executive Order No. 13224 or other Terrorism Law.

       

      7.           EVENTS
OF DEFAULT.

       

      a.           Events.  Each
of the following shall constitute an Event of Default:

       

      i.           The
Company fails to pay when due any principal of, or interest on, any Loan or any
other amount payable hereunder or under any Note;

       

      ii.           Any
material representation or warranty of the Company made or deemed made hereunder
or under any other writing or certificate furnished by or on behalf of the
Company to the Agent for the purposes of or in connection with this Agreement
shall prove to have been false or misleading in any material respect when made
or deemed made;

       

      iii.           The
Company defaults in the due performance or observance of Section 6(b) hereof or
the Company defaults in any material respect in the due performance or
observance of any other agreement contained herein or in any other Loan Document
and such default shall continue for 30 days after notice thereof shall have been
given to the Company from the Agent;

       

      iv.           The
maturity of any indebtedness of the Company under any agreement or obligation in
an aggregate principal amount exceeding $20,000,000 shall be accelerated, or any
default shall occur under one or more agreements or instruments under which such
indebtedness may be issued or created and such default shall continue for a
period of time sufficient to permit the holder or beneficiary of such
indebtedness or a trustee therefor to cause the acceleration of the maturity of
such indebtedness or any mandatory unscheduled prepayment, purchase or funding
thereof;

       

      v.           Judgments
or orders for the payment of money in excess of $20,000,000 shall be rendered
against the Company and such judgments or orders shall continue unsatisfied and
unstayed for a period of 30 days:

       

      vi.           The
Company or any Material Subsidiary shall

       

      (1)
become insolvent or generally fail to pay, or admit in writing its inability or
unwillingness to pay, debts as they become due;

       

      (2) apply
for, consent to or acquiesce in the appointment of a trustee, receiver,
sequestrator or other custodian for the Company or any Material Subsidiary or
any property thereof, or make a general assignment for the benefit of
creditors;

       

      (3) in
the absence of such application, consent or acquiescence, permit or suffer to
exist the appointment of a trustee, receiver, sequestrator or other custodian
for the Company or any Material Subsidiary or for a substantial part of the
property thereof, and such trustee, receiver, sequestrator or other custodian
shall not be discharged within 30 days;

       

      (4)
permit or suffer to exist the commencement of any bankruptcy, reorganization,
debt arrangement or other case or proceeding under any bankruptcy or insolvency
law, or any dissolution, winding up or liquidation proceeding, in respect of the
Company or any Material Subsidiary and, if any such case or proceeding is not
commenced by the Company or such Material Subsidiary, such case or proceeding
shall be consented to or acquiesced in by the Company or such Material
Subsidiary or shall result in the entry of an order for relief or shall remain
for 60 days undismissed; or

       

      (5) take
any action authorizing, or in furtherance of, any of the foregoing;
or

       

      vii.           any
Material Adverse Change shall have occurred.

       

      b.           Remedies

       

      Upon the
occurrence of an Event of Default under Section 7(a)(vi), the commitment of the
Banks to make Loans shall be terminated and the Notes and all other obligations
hereunder shall become immediately due and payable in full; and upon the
occurrence of any other Event of Default, the commitment of the Banks to make
Loans may be terminated by the Banks and the Agent may declare the Notes and the
principal of and accrued interest on each Loan, and all other amounts payable
hereunder, to be forthwith due and payable in full.

       

      8.           DEFINITIONS.

       

      As used
in this Agreement:

       

      "Agent" means LaSalle
Bank National Association, in its capacity as Agent for the Banks hereunder, and
its successors in such capacity.

       

      “Applicable Margin”
means (i) with respect to Eurodollar Loans, (a) 0.285% per annum for any day
Level I Status exists; (b) 0.375% per annum for any day Level II Status exists;
(c) 0.450% per annum for any day Level III Status exists; (d) 0.600% per annum
for any day Level IV Status exists; (e) 0.825% per annum for any day Level V
Status exists, and (f) 1.025% per annum for any day Level VI Status exists; and
(ii) with respect to Prime Rate Loans, (a) 0.000% per annum for any day Level I
Status exists; (b) 0.000% per annum for any day Level II Status exists; (c)
0.000% per annum for any day Level III Status exists; (d) 0.500% per annum for
any day Level IV Status exists; (e) 0.750% per annum for any day Level V Status
exists; and (f) 1.500% per annum for any day Level VI Status
exists.

       

      "Authorized Officer"
means each officer or employee of the Company who is authorized to request
Loans, to confirm in writing any such request and to agree to rates of interest,
as set forth on the schedule of Authorized Officers most recently delivered by
the Company to the Agent.

       

      "Bank" means each bank
listed on the signature page hereof, or which subsequently becomes a party
hereto by execution of a Joinder Agreement, and its successors and
assigns.

       

      "Banking Day" means
any day other than a Saturday, Sunday or other day on which the Banks are
required or permitted to close in Chicago and, with respect to Eurodollar Loans
on which dealings in Dollars are carried on in the London interbank
market.

       

      “Blocked Person” means
any Person:  (i) listed in the annex to, or is otherwise subject to
the provisions of, Executive Order No. 13224; (ii) a Person owned or controlled
by, or acting for or on behalf of, any Person that is listed in the annex to, or
is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a
Person with which any Bank is prohibited from dealing or otherwise engaging in
any transaction by any Terrorism Law; (iv) a Person that commits, threatens or
conspires to commit or supports "terrorism" as defined in Executive Order No.
13224 Executive Order No. 13224 (September 23, 2001) Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support
Terrorism (66 Fed. Reg. 49079(2001), any related enabling legislation or any
other similar Executive Orders related thereto; or (v) a Person that is named a
"specially designated national" or "blocked person" on the most current list
published by OFAC or other similar list.

       

      “Closing Date” means
January 11, 2006.

       

      "Commitment" means,
with respect to each Bank, the amount set forth opposite the name of such Bank
on the signature pages hereof, or on a Joinder Agreement, as
applicable.

       

      "Eurodollar Loan"
means any Loan which bears interest at a rate determined with reference to LIBOR
(plus the Applicable
Margin).

       

      "Event of Default"
means an event described in Section 7(a).

       

      “Extension Request”
means an request made by the Company, in writing, to the Agent to extend the
then applicable Maturity Date for an additional period of one year, such request
to be made by Borrower on or before 45 days prior to the next occurring
anniversary of the Closing Date but not earlier than 90 days prior to such
Closing Date anniversary and in any event prior to 365 days before the Maturity
Date being extended, and which request shall be irrevocable once made but may be
consented to by each Bank in its sole and absolute discretion and which may be
subject to such further conditions, credit approval procedures, documentation
requirements and due diligence as such Bank may require in its sole and absolute
discretion.  An Extension Request, in and of itself, shall not be
deemed an agreement or commitment by the Company to any additional or different
terms upon which any extension is conditioned by any Bank.

       

      "Facility" has the
meaning set forth in the initial paragraph of this Agreement.

       

      “Facility Fee Rate”
means a rate equal to (i) 0.090% per annum for any day Level I Status exists;
(ii) 0.100% per annum for any day Level II Status exists; (iii) 0.125% per annum
for any day Level III Status exists; (iv) 0.150% per annum for any day Level IV
Status exists; (v) 0.175% per annum for any day Level V Status exists; and (vi)
0.225% per annum for any day Level VI Status exists

       

      "Federal Funds Rate"
means, the per annum rate at which overnight federal funds are from time to time
offered to the Agent by any bank in the interbank market, as stated by the
Agent.

       

      "Fee Letter" means
that certain letter between the Borrower and LaSalle Bank National Association
and its affiliates relating to certain fees to be paid by the Borrower to, and
solely for the account of, LaSalle Bank National Association and its affiliates,
as such letter may from time to time be amended.

       

      "Funded Debt" means,
for any entity on a consolidated basis (without duplication): (i) all
indebtedness of such entity for borrowed money; (ii) the deferred and unpaid
balance of the purchase price owing by such entity on account of any assets or
services purchased (other than trade payables and other accrued liabilities
incurred in the ordinary course of business that are not overdue by more than
180 days unless being contested in good faith) if such purchase price is (A) due
more than nine months from the date of incurrence of the obligation in respect
thereof or (B) evidenced by a note or a similar written instrument; (iii) all
capitalized lease obligations; (iv) all indebtedness secured by a Lien on any
property owned by such entity, whether or not such indebtedness has been assumed
by such entity or is nonrecourse to such entity; (v) notes payable and drafts
accepted representing extensions of credit whether or not representing
obligations for borrowed money (other than such notes or drafts from the
deferred purchase price of assets or services to the extent such purchase price
is excluded from clause (ii) above); (vi) indebtedness evidenced by bonds, notes
or similar written instrument; (vii) the face amount of all letters of credit
and bankers’ acceptances issued for the account of such entity, and without
duplication, all drafts drawn thereunder (other than such letters of credit,
bankers’ acceptances and drafts for the deferred purchase price of assets or
services to the extent such purchase price is under interest rate agreements or
currency agreements); (viii) guaranty obligations of such entity with respect to
indebtedness for borrowed money of another entity (including affiliates) in
excess of $25,000,000 in the aggregate; provided, however, that in no event
shall any calculation of Funded Debt include (a) deferred taxes, (b) securitized
trade receivables, (c) deferred credits including regulatory assets and
contributions in aid of construction, (d) the lease obligations for Lake
Superior Paper, Inc. relating to paper mill equipment as provided for under an
operating lease extending to 2012 or (e) 75% of the indebtedness associated with
Square Butte.

       

      "GAAP" means generally
accepted accounting principles as in effect in the United States from time to
time, applied by the Company and any Material Subsidiary on a basis consistent
with the preparation of the Company's financial statements furnished to the
Agent.

       

      "Interest Period"
means for any Eurodollar Loan, a period of one, two, three or six months, as
designated by the Company, in each case commencing on the date of such Loan.
Each Interest Period that would otherwise end on a day which is not a Banking
Day shall end on the next succeeding Banking Day unless such next Banking Day
would be the first Banking Day in the next calendar month, in which case such
Interest Period shall end on the preceding Banking
Day. Any Interest Period for a Eurodollar Loan which begins on the last Banking
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Banking Day of the calendar month at the end of such
Interest Period. No Interest Period shall extend beyond the Maturity Date, and
in such case, the Maturity Date shall be deemed the end of the Interest
Period.

       

      "Joinder Agreement"
means a joinder agreement in the form attached hereto as Exhibit
"B."

       

      "Level I Status"
means, subject to Section 9(r) hereof, the S&P Rating is A- or higher and
the Moody's Rating is A3 or higher.

       

      "Level II Status"
means, subject to Section 9(r) hereof, Level I Status does not exist, but the
S&P Rating is BBB+ or higher and the Moody's Rating is Baa1 or
higher.

       

      "Level III Status"
means, subject to Section 9(r) hereof, neither Level I Status nor Level II
Status exists, but the S&P Rating is BBB or higher and the Moody's rating is
Baa2 or higher.

       

      "Level IV Status"
means, subject to Section 9(r) hereof, none of Level I Status, Level II Status
nor Level III Status exists, but the S&P Rating is BBB- or higher and the
Moody's Rating is Baa3 or higher.

       

      "Level V Status"
means, subject to Section 9(r) hereof, none of Level I Status, Level II Status,
Level III Status nor Level IV Status exists, but the S&P Rating is BB+ or
higher and the Moody's Rating is Ba1 or higher.

       

      “Level VI Status”
means, subject to Section 9(r) hereof, none of Level I Status, Level II Status,
Level III Status, Level IV Status nor Level V Status exists.

       

      "LIBOR" means a rate
of interest equal to the per annum rate of interest at which United States
dollar deposits in an amount comparable to the principal balance of the
Eurodollar Loan to be made by the Agent in its capacity as a Bank and for a
period equal to the relevant Interest Period are offered in the London Interbank
Eurodollar market at 11:00 a.m. (London time) two Business Days prior to the
commencement of each Interest Period, as displayed in the Bloomberg Financial
Markets system, or other authoritative source selected by the Agent in its
reasonable discretion, divided by a number determined by subtracting from 1.00
the maximum reserve percentage for determining reserves to be maintained by
member banks of the Federal Reserve System for Eurocurrency liabilities, such
rate to remain fixed for such Interest Period.  The Agent’s
determination of LIBOR shall be conclusive, absent manifest error.

       

      "Loan" means a loan
made pursuant to Section 1.

       

      "Loan Documents" means
this Agreement, the Notes and each other agreement, document or instrument
delivered in connection with this Agreement.

       

      "Material Adverse
Change" means any change in the business, organization, assets,
properties or condition (financial or other) of the Company which could
materially and adversely affect the Company's ability to perform hereunder
including, without limitation, representations, warranties, covenants and
payment of Obligations.

       

      “Material Subsidiary”
means a Subsidiary of the Company which owns or holds, directly or indirectly,
assets accounting for 10% or more of the aggregate, consolidated assets of the
Company, as indicated on the most recent consolidating balance sheets delivered
to Agent pursuant to Section 6(a) hereof, and which shall include, without
limitation, ALLETE Properties, LLC but shall exclude ALLETE Water Services,
Inc.

       

      "Moody's Rating" means
the rating assigned by Moody's Investors Service, Inc. and any successor thereto
that is a nationally recognized rating agency to the outstanding senior
unsecured non-credit enhanced long-term indebtedness of the Company (or if
neither Moody's Investors Service, Inc. nor any such successor shall be in the
business of rating long-term indebtedness, a nationally recognized rating agency
in the U.S. as mutually agreed between the Agent and the Company). Any reference
in this Agreement to any specific rating is a reference to such rating as
currently defined by Moody's Investors Service, Inc. (or such a successor) and
shall be deemed to refer to the equivalent rating if such rating system
changes.

       

      "Note" has the meaning
set forth in Section
1.5.

       

      "Notice of Borrowing"
means a notice from the Company to the Agent requesting the making of a Loan and
which is delivered pursuant to Section 1(a)(i) or Section 1(a)(ii)
hereof.

       

      "Obligations" means
all obligations (monetary or otherwise) of the Company arising under or in
connection with this Agreement, the Notes and each of the other Loan
Documents.

       

      “OFAC” means the U.S.
Department of Treasury Office of Foreign Assets Control.

       

      “PATRIOT Act” means
USA Patriot Act, Title III of Pub. L. 107-56 (“Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001), signed into law October 26, 2001, together with all regulations
promulgated pursuant thereto.

       

      "Prime Rate" means a
floating rate of interest equal to the higher (redetermined daily) of (i) the
per annum rate of interest announced by the Agent from time to time at its
principal office in Chicago as its prime rate for Dollar loans or (ii) the
Federal Funds Rate plus 0.5%.  (The "prime rate" is set by the Agent
based upon various factors and is used as a reference point for pricing some
loans. It is not necessarily the best rate available to the Agent's customers at
any point in time.)

       

      "Prime Rate Loan"
means any Loan which bears interest at a rate determined by reference to the
Prime Rate.

       

      "Required Banks"
means, at any time, Banks having at least 66-2/3% of the aggregate amount of the
Commitments.

       

      "S&P Rating" means
the rating assigned by Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc. and any successor thereto that is a nationally
recognized rating agency to the outstanding senior unsecured non-credit enhanced
long-term indebtedness of the Company (or, if neither such division nor any
successor shall be in the business of rating long-term indebtedness, a
nationally recognized rating agency in the U.S. as mutually agreed between the
Agent and the Company). Any reference in this Agreement to any specific rating
is a reference to such rating as currently defined by Standard & Poor's
Ratings Group, a division of The McGraw-Hill Companies, Inc. (or such a
successor) and shall be deemed to refer to the equivalent rating if such rating
system changes.

       

      "Subsidiary" means, as
to the Company, any corporation or other entity of which more than fifty percent
(50%) of the outstanding stock or comparable equity interests having ordinary
voting power for the election of the board of directors of such corporation or
similar governing body in the case of a non-corporation (irrespective of whether
or not, at the time, stock or other equity interests of any other class or
classes of such corporation or other entity shall have or might have voting
power by reason of the happening of any contingency) is at the time directly or
indirectly owned by the Company.

       

      "Taxes" has the
meaning set forth in Section 3(e).

       

      “Terrorism Laws” means
any Laws relating to terrorism or money laundering, including Executive Order
No. 13224 (effective September 24, 2001), the PATRIOT Act, the Laws comprising
or implementing the Bank Secrecy Act (i.e. The Currency and Foreign Transactions
Reporting Act, 31 USC §§5311-5330 and 12 USC §§1818(s), 1829(b) and 1951-1959,
together with its implementing regulation, 31 CFR 103.), and the Laws
administered by OFAC.

       

      "Total Capital" means
the sum of retained earnings, stockholders’ equity (including preferred stock
and QUIPs), all determined with respect to the Company and its Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, and Funded
Debt.

       

      "Unmatured Event of
Default" means an event which with notice, the lapse of time or both
would constitute an Event of Default.

       

      “Utilization Fee Rate”
means a rate equal to 0.100% per annum.

       

      9.           GENERAL.

       

      a.           Instructions

       

      The
Company hereby authorizes the Agent and each Bank to rely upon telephonic,
written or facsimile instructions of any person identifying himself or herself
as an Authorized Officer and upon any signature which the Agent or such Bank
believes to be genuine, and the Company shall be bound thereby in the same
manner as if such person were authorized or such signature were genuine. The
Company agrees to indemnify the Agent and each Bank from and against all losses
and expenses arising out of the Agent's or such Bank's reliance on said
instructions or signatures.

       

      b.           Payments

       

      Payments
hereunder and under the Note shall be made in immediately available funds in
Dollars without off-set, counter-claim or other deduction.

       

      c.           Costs

       

      The
Company shall pay all costs of the Agent with respect to the negotiation,
preparation, execution and delivery of this Agreement and the other Loan
Documents, any amendments, waivers, consents or modifications with respect
thereto and all costs of the Agent and each Bank in connection with the of
enforcement or collection of every kind, including but not limited to all
reasonable attorneys' fees, court costs and expenses incurred by the Agent or
any Bank in connection with collection or protection or enforcement of any
rights hereunder whether or not any lawsuit is ever filed.

       

      d.           Indemnification

       

      In
consideration of the execution and delivery of this Agreement by the Agent and
each Bank and the extension of credit hereunder, the Company hereby indemnifies,
exonerates and holds the Agent and each Bank and each of its respective
officers, directors, employees and agents (collectively, the "Indemnified
Parties") free and harmless from and against any and all actions, causes of
action, suits, losses, costs, liabilities and damages, and expenses incurred in
connection therewith (irrespective of whether such Indemnified Party is a party
to the action for which indemnification hereunder is sought), including
reasonable attorneys' fees and disbursements (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them as a result
of, or arising out of, or relating to any transaction financed or to be financed
in whole or in part, directly or indirectly, with the proceeds of any Loan or
any investigation, litigation or proceeding related to any environmental
cleanup, audit, compliance or other matter relating to the protection of the
environment or the release by the Company of any hazardous material, except for
any such Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of the relevant Indemnified Party's gross negligence
or willful misconduct. If and to the extent that the foregoing undertaking may
be unenforceable for any reason, the Company hereby agrees to make the maximum
contribution to the payment in satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

       

      e.           Notices

       

      All
notices and other communications provided to any party hereto under this
Agreement or any other Loan Document shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address or facsimile
number set forth below its signature hereto or at such other address or
facsimile number as may be designated by such party in a notice to the other
parties. Any notice, if mailed and properly addressed with postage prepaid shall
be deemed given five days after mailed. Any notice sent by courier service shall
be deemed given when received. Any notice, if transmitted by facsimile, shall be
deemed given when transmitted.

       

      f.           Survival

       

      The
Obligations of the Company under Sections 2(b), 3(a), 3(e), 3(f), 3(g), 9(c),
9(d) and 10(g) hereof shall survive any payment of the principal of and interest
on the Loans and the termination of this Agreement.

       

      g.           Counterparts

       

      This
Agreement may be executed in any number of separate counterparts, each of which
when so executed and delivered shall be an original, and all such counterparts
shall together constitute one and the same instrument.  Delivery of an
executed counterpart via facsimile or other method shall be as effective as
delivery of an original executed counterpart.

       

      h.           Amendment and
Waiver

       

      Any
provision of this Agreement or any other Loan Document may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by the
Company and the Required Banks (and, if the rights or duties of the Agent are
affected thereby, by the Agent); provided that
no such amendment, waiver or modification shall, unless signed by all the Banks,
(i) change the Commitment of any Bank (except for a ratable decrease in the
Commitments of all Banks) or subject any Bank to any additional obligation, (ii)
reduce the principal of or rate of interest on any Loan or any fees hereunder,
(iii) postpone the date fixed for any payment of principal of or interest on any
Loan or any fees hereunder or (iv) change the percentage of the Commitments or
of the aggregate unpaid principal amount of the Notes, or the number of Banks,
which shall be required for the Banks or any of them to take any action under
this Section or any other provision of this Agreement. Any waiver by the Agent
or any Bank of any rights hereunder or under any other Loan Document shall not
constitute a waiver of any other rights of the Agent and the Banks from time to
time.

       

      i.           JURISDICTION

       

      ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR THE NOTE OR ANY OTHER LOAN DOCUMENT OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE
AGENT, ANY BANK OR THE COMPANY SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN
THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE COMPANY HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS
AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY
CONSENTS TO PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE
EXTENT THAT THE COMPANY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE COMPANY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, THE NOTE AND EACH OTHER LOAN DOCUMENT.

       

      j.           WAIVER OF JURY
TRIAL

       

      THE
COMPANY, THE AGENT AND THE BANKS WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, THE
NOTE OR ANY OTHER LOAN DOCUMENT, AND THE COMPANY, THE AGENT AND THE BANKS AGREE
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A
JURY.

       

      k.           Confidentiality

       

      The
Company, the Agent and the Banks hereby agree and acknowledge that all
information relating to the Company or any Subsidiary, which is (i) furnished by
the Company to the Agent and the Banks pursuant hereto and (ii) non-public,
confidential or proprietary in nature, shall be kept confidential by the Agent
and the Banks in accordance with applicable law, provided that such
information and other information relating to the Company and its Subsidiaries
may be distributed by the Agent and each Bank to the Agent and such Bank's
respective directors, officers, employees, attorneys, affiliates, auditors and
regulators (and, upon the order of any court or other governmental agency having
jurisdiction over the Agent or any Bank, to any other person or entity). The
provisions of this Section 9(k) shall survive the termination of this
Agreement.

       

      Notwithstanding
anything herein to the contrary, confidential “information” shall not include,
and the Agent and each Bank may disclose to any and all persons, without
limitation of any kind, any information with respect to the U.S. federal income
tax treatment and U.S. federal income tax structure of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Agent or such Bank relating to such tax
treatment and tax structure.

       

      l.           Applicable
Law

       

      This
Agreement, the Notes and each other Loan Document shall be governed by the
internal laws of the State of Illinois applicable to contracts made and to be
performed entirely within such State.

       

      m.           Sharing of
Set-Offs

       

      Each Bank
agrees that if it shall, by exercising any right of set-off or counterclaim or
otherwise, receive payment of a proportion of the aggregate amount of principal
and interest due with respect to any Note held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to any Note held by such other Bank, the
Bank receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such other adjustments
shall be made, as may be required so that all such payments of principal and
interest with respect to the Notes held by the Banks shall be shared by the
Banks pro rata; provided
that nothing in this Section shall impair the right of any Bank to
exercise any right of set-off or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of the Company
other than its indebtedness under the Notes. The Company agrees, to the fullest
extent it may effectively do so under applicable law, that each Bank and any
holder of a participation in a Note, whether or not acquired pursuant to the
foregoing arrangements, may exercise rights of set-off or counterclaim and other
rights under applicable law, and with respect to such holder of such a
participation as fully as if such holder of a participation were a direct
creditor of the Company in the amount of such participation.

       

      n.           Participations

       

      Any Bank
may at any time grant to one or more banks or other institutions (each a "Participant") participating interests
in its Commitment or any or all of its Loans. In the event of any such grant by
a Bank of a participating interest to a Participant, whether or not upon notice
to the Company and the Agent, such Bank shall remain solely responsible for the
performance of its obligations hereunder, and the Company and the Agent shall
continue to deal solely and directly with such Bank in connection with such
Bank's rights and obligations under this Agreement. Any agreement pursuant to
which any Bank may grant such a participating interest shall provide that such
Bank shall retain the sole right and responsibility to enforce the obligations
of the Company hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement. The
Company agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Section 3 with respect
to its participating interest.

       

      o.           Assignments

       

      Any Bank
may at any time assign to one or more banks or other financial institutions
(each an "Assignee") all, or a proportionate
part of all, of its rights and obligations under this Agreement and the Notes,
and such Assignee shall assume such rights and obligations, pursuant to a
Joinder Agreement in substantially the form of Exhibit B hereto executed by such
Assignee and such transferor Bank, with (and subject to) the subscribed consent
of the Company, which shall not be unreasonably withheld, and the Agent, which
shall not be unreasonably withheld; provided that if an Assignee
is an affiliate of such transferor Bank or was a Bank immediately prior to such
assignment, no such consent of the Company shall be required; and provided further that, if
such assignment is in respect of a proportionate part of the transferor Bank's
rights and obligations hereunder and under the Notes, the amount of such Bank's
Commitment (together with the Commitment of any affiliate of such Bank), after
taking into account such assignment, is at least an amount equal to $5,000,000.
Upon execution and delivery of such instrument and payment by such Assignee to
such transferor Bank of an amount equal to the purchase price agreed between
such transferor Bank and such Assignee, such Assignee shall be a Bank party to
this Agreement and shall have all the rights and obligations of a Bank with a
Commitment as set forth in such instrument of assumption, and the transferor
Bank shall be released from its obligations hereunder to a corresponding extent,
and no further consent or action by any party shall be required.  Upon
the consummation of any assignment pursuant to this Subsection 9(o), the
transferor Bank, the Agent and the Company shall make appropriate arrangements
so that, if required, a new Note is issued to the Assignee. In connection with
any such assignment, the transferor Bank shall pay to the Agent an
administrative fee for processing such assignment in the amount of
$3,500.

       

      p.           Federal Reserve
Banks

       

      Any Bank
may at any time assign all or any portion of its rights under this Agreement and
its Note to one or more of the Federal Reserve Banks which comprise the Federal
Reserve System. No such assignment shall release the transferor Bank from its
obligations hereunder.

       

      q.           Identity of
Holders

       

      The Agent
and the Company may, for all purposes of this Agreement, treat any Bank as the
holder of any Note drawn to its order (and owner of the Loans evidenced thereby)
until written notice of assignment, participation or other transfer shall have
been received by them.

       

      r.           Split-Ratings

       

      In the
event the Company’s S&P Rating and Moody’s Rating do not fall within the
same Level Status, then (1) if the S&P Rating’s Level Status and the Moody’s
Rating’s Level Status are in consecutive Level Status categories, the lower
Level Status shall be deemed to apply for purposes of this Agreement or (2) if
the S&P Rating’s Level Status and the Moody’s Rating’s Level Status are not
in consecutive Level Status categories, then the Level Status immediately above
the lower of the S&P Rating’s Level Status and the Moody’s Rating’s Level
Status shall be deemed to apply for purposes of this Agreement.  For
purposes of this Agreement, Level I Status shall be deemed the highest and Level
V Status shall be deemed the lowest.

       

      s.           Continued Effect; No
Novation

       

      Notwithstanding
anything contained herein, this Agreement is not intended to and does not serve
to effect a novation of the Obligations.  Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness which is
outstanding as of the date hereof created under the Existing Committed Facility
Letter which is evidenced by the notes provided for therein.

       

      t.           Additional
Lenders

       

      The
Company may, upon the approval of the Agent, add additional lenders as Banks
hereto (each a “New
Bank”), provided
that if as a result of the addition of any New Bank the aggregate amount of
Commitments then in effect would exceed $200,000,000, the approval of the
Required Banks shall also be required prior to adding any such New
Bank.  Costs incurred by the Agent in connection with adding any New
Bank shall be paid by the Company, and the legal documentation pursuant to which
any New Bank is added shall be in form and substance reasonably satisfactory to
the Agent.

       

      u.           Customer Identification -
USA Patriot Act Notice.

       

      Each Bank
(including Agent) hereby notifies the Company that pursuant to the requirements
of the PATRIOT Act, and such Bank’s policies and practices, such Bank is
required to obtain, verify and record certain information and documentation that
identifies the Company and its affiliates, which information includes the name
and address of the Company or affiliate and such other information that will
allow such Bank to identify the Company and its affiliates in accordance with
the PATRIOT Act.

       

      10.           THE
AGENT.

       

      a.           Appointment and
Authorization

       

      Each Bank
irrevocably appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the Notes as are
delegated to the Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto.

       

      b.           Agent’s
Fee

       

      The
Company shall pay to the Agent for its own account fees in the amounts and at
the times previously agreed upon between the Company and the Agent.

       

      c.           Agent and
Affiliates

       

      LaSalle
Bank National Association shall have the same rights and powers under this
Agreement as any other Bank and may exercise or refrain from exercising the same
as though it were not the Agent, and LaSalle Bank National Association and its
affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Company or affiliate of the Company as if it were not
the Agent hereunder.

       

      d.           Action by
Agent

       

      The
obligations of the Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Agent shall not be
required to take any action with respect to any Event of Default, except as
expressly provided in Section 7(b). The Agent's duties hereunder and under the
other Loan Documents are only those expressly set forth herein and therein and
nothing herein or therein shall be deemed to impose on the Agent any fiduciary
obligation to any Bank or the Company.

       

      e.           Consultation with
Experts

       

      The Agent
may consult with legal counsel (who may be counsel for the Company), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.

       

      f.           Liability of
Agent

       

      Neither
the Agent nor any of its directors, officers, agents, or employees shall be
liable to any Bank for any action taken or not taken by it in connection
herewith (i) with the consent or at the request of the Required Banks or (ii) in
the absence of its own gross negligence or willful
misconduct.  Neither the Agent nor any of its directors, officers,
agents or employees shall be responsible to any Bank for or have any duty to any
Bank to ascertain, inquire into or verify (i) any statement, warranty or
representation made in connection with this Agreement or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of the Company; (iii) the satisfaction of any condition specified in
Article III, except receipt of items required to be delivered to the Agent; (iv)
the existence or continuance of an Event of Default; or (iv) the validity,
effectiveness or genuineness of this Agreement, the Notes, the other Loan
Documents or any other instrument or writing furnished in connection herewith.
The Agent shall not incur any liability by acting in reliance upon any notice,
consent, certificate, statement, or other writing (which may be a bank wire,
telex or similar writing) believed by it in good faith to be genuine or to be
signed by the proper party or parties.

       

      g.           Indemnification

       

      Each Bank
shall, ratably in accordance with its Commitment, indemnify the Agent (to the
extent not reimbursed by the Company) against any cost, expense (including
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from the Agent's gross negligence or willful misconduct)
that the Agent may suffer or incur in connection with this Agreement or any
action taken or omitted by the Agent hereunder.

       

      h.           Credit
Decision

       

      Each Bank
acknowledges that it has, independently and without reliance upon the Agent or
any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.
Each Bank also acknowledges that it will, independently and without reliance
upon the Agent or any other Bank, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking any action under this Agreement.

       

      i.           Successor
Agent

       

      The Agent
may resign at any time by giving written notice thereof to the Banks and the
Company. Upon any such resignation, the Required Banks shall have the right to
appoint a successor Agent, which successor Agent shall be satisfactory to the
Company. If no successor Agent shall have been so appointed by the Required
Banks, and shall have accepted such appointment, within 30 days after the
retiring Agent gives notice of resignation, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall be a commercial bank
organized or licensed under the laws of the United States of America or of any
State thereof and having a combined capital and surplus of at least $100,000,000
and shall otherwise be subject to the consent of the Company, which consent
shall not be unreasonably withheld. Upon the acceptance of its appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.

       

      


      


      Balance
of Page Intentionally Blank

      -Signature
Page Follow-


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Please
acknowledge your agreement to the foregoing by signing and returning a copy of
this Fourth Amended and Restated Committed Facility Letter.

       

      


      
        	
                Commitment:  $35,000,000

              	
                LASALLE BANK NATIONAL
      ASSOCIATION, individually as a Bank and as
  Agent.

              


      

      


      By: /s/ Sean P. Drinan                                                      

       

      Title:
First Vice President                                                                                                         

      


      


      By: /s/ Sean P. Drinan                                                                                                              

      


      Title:
First Vice
President                                                                                                        

      
 

      


      


      Address:                LaSalle
Bank National Association

      
        	
                 
      

              	
                Syndications
      Unit

              


      

      
        	
                 
      

              	
                135
      South LaSalle Street, Suite 1425

              


      

      
        	
                 
      

              	
                Chicago,
      Illinois 60603

              


      

      
        	
                 
      

              	
                Attention:
      Damatria Gilbert

              


      

      
        	
                 
      

              	
                Facsimile:
      (312) 904-4448

              


      

      
        	
                 
      

              	
                Telephone:
      (312) 904-8277

              


      

      


      
        	
                 
      

              	
                With
      copies to:

              


      

      


      
        	
                 
      

              	
                LaSalle
      Bank National Association

              


      

      
        	
                 
      

              	
                135
      South LaSalle Street

              


      

      
        	
                 
      

              	
                Chicago,
      Illinois 60603

              


      

      
        	
                 
      

              	
                Attention:
      Chip Campbell

              


      

      
        	
                 
      

              	
                Facsimile:
      (312) 904-1994

              


      

      
        	
                 
      

              	
                Telephone:
      (312) 904-4497

              


      

      


      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Fourth
      Amended and Restated Committed Facility
Letter

              


      

      
        	
                 
      

              	
                Signature
      Pages Continued

              


      

      


      


      Commitment:  $30,000,000                                                                    U.S. BANK NATIONAL
ASSOCIATION,

                
as a Bank

      


      


      
        	
              	 By:  /s/ Christopher
      W.
      Rupp                                      


      

      
        	
              	 Name: Christopher W.
      Rupp                                       


      

      
        	
              	 Title: Vice President                                                      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Fourth
      Amended and Restated Committed Facility
Letter

              


      

      
        	
                 
      

              	
                Signature
      Pages Continued

              


      

      


      


      
        	
                Commitment:  $30,000,000

              	
                WELLS FARGO BANK, NATIONAL
      ASSOCIATION, as a Bank

              


      

      
        	
                 
      

              	 


      

      


      By: /s/ Patrick McCue                                                                                                                

      Name: Patrick McCue                                                                                                                  

      Title: Vice President                                                                                                                       

      


      


      By: /s/ Jennifer Barrett                                                                                                                  

      Name: /s/ Jennifer Barrett                                                                                                           

      Title: Vice President                                                                                                                       

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Fourth
      Amended and Restated Committed Facility
Letter

              


      

      Signature
Pages Continued

       

      


       

      


       

      Commitment:  $30,000,000                                                                   JP MORGAN CHASE BANK,
N.A.,

        as a Bank

      


      


      By: /s/ Mike DeForge                                                                                                                

      Name: Mike DeForge                                                                                                                   

      Title:   Vice
President                                                                                                                     


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Fourth
      Amended and Restated Committed Facility
Letter

              


      

      Signature
Pages Continued

       

      


       

      


       

      
        	
                Commitment:  $25,000,000

              	
                THE BANK OF TOKYO – MITSUBISHI
      UFJ, LTD., Chicago Branch, as a
Bank

              


      

       

      


      


      By: /s/ Mr. Tsuguyuki Umene                                                                                                  

      Name: Mr. Tsuguyuki
Umene                                                                                                     

      Title: Deputy General Manager                                                                                               

                                                             


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Agreed to
this 11th day
of January, 2006

      


      ALLETE, INC., a Minnesota
corporation

      


      By: /s/ James K. Vizanko                                                                 

      Name: James K. Vizanko                                                       

      Title: Sr. Vice President & CFO                                                  

      


      


      Address:      30
West Superior Street

      Duluth, Minnesota 55802

      Attention: Corporate
Treasurer

      


      Facsimile
No.: (218) 723-3912


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      NOTE

      


      $                               January [__], 2006

      


      FOR VALUE
RECEIVED, the undersigned, ALLETE, Inc., a Minnesota corporation (the
"Company"), promises to pay to the order of _______________ (the "Bank") at the
principal office of LaSalle Bank National Association (the "Agent") in Chicago,
Illinois (or at such other place of payment within the United States as the
Agent may specify in writing to the maker hereof) the principal sum of
__________ DOLLARS ($__________) or, if less, the aggregate unpaid principal
amount of all Loans made by the Bank pursuant to that certain Fourth Amended and
Restated Committed Facility Letter, dated as of January 11, 2006 (together with
all amendments and other modifications, if any, from time to time thereafter
made thereto, the "Facility"), between the Company, the Agent and the Banks
payable on the dates specified in the Facility.

       

      The
Company also promises to pay interest on the unpaid principal amount hereof from
time to time outstanding from the date hereof until maturity (whether by
acceleration or otherwise) and, after maturity, until paid, at the rates per
annum and on the dates specified in the Facility.

       

      Payments
of both principal and interest are to be made in lawful money of the United
States of America in same day or immediately available funds.

       

      This Note
is one of the Notes referred to in, and evidences indebtedness incurred under,
the Facility, to which reference is made for a statement of the terms and
conditions on which the Company is permitted and required to make prepayments
and repayments of principal of the indebtedness evidenced by this Note and on
which such indebtedness may be declared to be immediately due and payable.
Unless otherwise defined, terms used herein have the meanings provided in the
Facility.

       

      This
Note, among other things, re-evidences certain outstanding obligations
heretofore evidenced by certain other notes issued pursuant to the Existing
Committed Facility Letter (the “Original Notes”), which Original Notes are
partially substituted hereby.  This Note does not however, effect a
refinancing of all or any portion of the obligations evidenced by the Original
Notes, it being the intention of the Company, the Agent and Banks to avoid
effectuating a novation or other extinguishment of such
obligations.

       

      The
amount, the rate of interest and the Interest Period, if applicable, shall be
endorsed by the Bank on the schedule attached to this Note, or at the Bank's
option, in the records of the Bank which schedule or records shall be
conclusive, absent manifest error.

       

      All
parties hereto, whether as makers, endorsers, or otherwise, severally waive
presentment for payment, demand, protest and notice of dishonor.

       

      IN WITNESS WHEREOF, the Company has
executed this Note as of the day and year first written above.

      


      ALLETE, INC., a Minnesota
corporation

      


      


      By:                                                                                                                   

      Name:                                                         

      Title:                                                                                                                  


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      LOANS AND
PRINCIPAL PAYMENTS

      


      
        	
                Date

              	
                Amount of Loan

              	
                Eurodollar Rate or Prime
    Rate

              	
                Interest Period (if applicable)

              	
                Interest Rate

              	
                Principal

                repayment

              	
                Outstanding principal

                balance

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      


      EXHIBIT “B”

       

      FORM OF JOINDER
AGREEMENT


      [NAME AND
ADDRESS OF ASSIGNEE]

      


      Gentlemen:

      


      Reference
is made to that certain Fourth Amended and Restated Committed Facility Letter,
dated as of January 11, 2006 (the "Committed Facility Letter"),
among ALLETE, Inc., a Minnesota corporation (the "Company"), LaSalle Bank
National Association, in its individual capacity as a Bank and as agent for the
Banks thereunder (in such capacity, the "Agent"), and the banks from
time to time party thereto (each a "Bank", and collectively the
"Banks"), all
capitalized terms used without definition below to have the same meanings herein
as they have in the Committed Facility Letter. You are hereinafter referred to
as the "Assignee".  The Assignee desires to become a party to the
Committed Facility Letter by acquiring a part of the Loans thereunder and by
extending a Commitment thereunder and upon the acceptance hereof by Assignee in
the space provided for that purpose below, this letter shall constitute a
contract among the Company, the Agent, the Banks and the Assignee for the
following uses and purposes.

       

      1.           Assignment of
Interests. Subject to the terms and conditions set forth in Section 2
hereof, at _______________ (Chicago time) on _______________ (the "Effective Date"), the
Assignee shall pay to the Agent at its offices at Chicago, Illinois in
immediately available funds an amount equal to the percentage set forth opposite
the Assignee's signature below (its "Percentage") of the unpaid
principal balance of all Loans made pursuant to the Committed Facility Letter as
of the opening of business on the Effective Date and the Assignee shall pay to
the Agent at its offices at Chicago, Illinois the sum of $2,500 as an assignment
fee and the Banks shall thereupon be deemed to have assigned to the Assignee
without recourse and also without representation or warranty (except as
otherwise herein specifically provided) the Assignee's Percentage of the then
unpaid principal balance of all Loans, together with the right to receive all
interest which will accrue thereof from and after the Effective
Date.

       

      2.           Commitment. Upon
receipt by the Agent of the payment called for under Section 1 hereof from the
Assignee, the Assignee shall be deemed to have extended the Commitment under the
Committed Facility Letter which is set forth opposite the Assignee’s signature
below (the amount of the Commitment which is so extended b the Assignee being
hereinafter referred to as the Assignee’s “Commitment”) and the
Assignee agrees that it will, subject to all of the terms and conditions of the
Committed Facility Letter, thereafter make loans to the Company which, when
taken together with the then outstanding portion of the Loans of the Banks to be
acquired by the Assignee from the Banks on the Effective Date, shall not exceed
the Assignee's Commitment at any one time outstanding. The Company acknowledges
and agrees that upon receipt of such payment by the Agent, the Banks shall have
no further liability or obligation to the Company to make Loans under the
portion of their Commitments which is assumed by the Assignee, all with the same
force and effect as though the Assignee had originally been a signatory to the
Committed Facility Letter with a Percentage in the amount set forth opposite its
signature below, and the Banks' Percentages thereunder had been (and upon
consummation of the transaction contemplated hereby shall automatically be
deemed to be) in the amount set forth opposite their signatures
below.

       

      3.           Status of the
Assignee. Upon receipt by the Agent of the payment called for by Section
1 hereof, the Assignee shall be and become a "Bank" for all purposes of the
Committed Facility Letter and the other instruments and documents referred to
therein (including, without limitation, the Loan Documents), all with the same
force and effect as though the Assignee had originally been a signatory thereto
with a Commitment in the amount set forth opposite its signature hereto and with
an address for notices as specified on the signature pages hereof, provided
however that such Assignee shall not be entitled to any interest or fees accrued
or paid for the period prior to the Effective Date.

       

      4.           Representations of the
Banks. The Banks represent and warrant to the Assignee that, effective on
the Effective Date, the Banks will own and hold the portion of the Loans which
is to be then assigned to the Assignee free and clear of any lien, charge,
encumbrance or right, claim or demand of any other person, firm or corporation
and that they have all necessary right, power and authority to assign the same
to the Assignee.

       

      5.           Acknowledgements of
Asssignee. The Assignee acknowledges receipt of a copy of the Committed
Facility Letter and of such other instruments and documents as it has requested
to evaluate its decision to enter into the financing transactions contemplated
by the Committed Facility Letter, that the Assignee has made its own independent
credit analysis and decision to extend credit to the Company and to acquire an
interest in the obligations of the Company owing the Banks on the Effective Date
and that it has not relied on the analyses or decisions of the Agent or any
other Bank in such regards. The Assignee hereby makes all of the
acknowledgements and agreements with the Agent as are set forth in the Committed
Facility Letter, each and all of which are incorporated herein by
reference.

       

      6.           Agent; Loan
Documents. The Agent retains the sole right and responsibility to take or
refrain from taking any action under any Loan Document or to enforce the
obligations of the Company thereunder including, without limitation, the right
to approve any amendment, modification or waiver of any provision of any Loan
Document.

       

      7.           Miscellaneous. This
Agreement may not be amended or modified except by an instrument in writing
signed by the party against whom enforcement of the amendment or modification is
sought. This Agreement is made in the ordinary course of the business of the
Banks and the Assignee and the Assignee has no intention to transfer, sell or
assign the interests to which this Agreement relates. This Agreement shall be
construed in accordance with and governed by the laws of Illinois. This
Agreement may be executed in counterparts and by the parties hereto on separate
counterparts, each to constitute an original but all taken together to
constitute but one and the same instrument.

       

      [The Remainder of
this Page is Intentionally Left Blank]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly
executed and delivered as of this _____ day of  __________,
____.

       

      


      
        	
                 
      

              	
                AGENT:

              	
                LASALLE
      BANK NATIONAL ASSOCIATION

              


      

      Retained

      Percentage:   _____%

      


        By:                                                                                                    

        Name: 

      Commitment:                                           Title:

      $_____________

      


      


      


      Accepted
and Agreed to as of this _____ day of _____, ____:

      


      ASSIGNEE:                                           [ASSIGNEE]

      


      Percentage:

      _____%                                                
 By:                                                                                                                        

        Name:

        Title:

      


      Commitment:

      $_____


      
        
           


        

        
           


          
            

          

        

        
           


        

      


        COMPANY:                                           ALLETE, INC.

      


      By:                                                                                                                         

      Name:

      Title:

      


      
 

      XYX
BANK:                                           [BANK]

      


      Percentage:
_______%

      By:                                                                                                                        

      Name:

      Title:

      


      Commitment:

          $_____

      


      


      ABC
BANK:                                           [BANK]

      


      Percentage:
_______%

      By:                                                                                                                         

      Name:

      Title:

      


      Commitment:

          $_____