EXHIBIT 10(a)
FIRST AMENDMENT TO
FOURTH AMENDED AND RESTATED COMMITTED FACILITY LETTER
This First Amendment to Fourth Amended and Restated Committed
Facility Letter is dated as of June 19, 2006, by and among ALLETE, INC., a
Minnesota corporation (the "COMPANY"), the banks from time to time party to the
Committed Facility Letter (as hereinafter defined) (each a "BANK" and
collectively the "BANKS") and LASALLE BANK NATIONAL ASSOCIATION, in its capacity
as agent for the Banks (in such capacity, the "AGENT").
WITNESSETH THAT:
WHEREAS, the Company, the Banks and the Agent are party to
that certain Fourth Amended and Restated Committed Facility Letter dated as of
January 11, 2006 (together with all exhibits, schedules, attachments, appendices
and amendments thereof, the "COMMITTED FACILITY LETTER"); and
WHEREAS, the Company has requested that the Committed Facility
Letter be amended as set forth herein and the Banks are agreeable to such
request on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company, the Banks
and the Agent hereby agree as set forth below.
1. The Committed Facility Letter is hereby amended as follows:
(a) Section 4(b) is amended by deleting the proviso at
the end of clause (ii) thereof and ending such Section after the words
"be continuing";
(b) Section 5(d) is amended by deleting the last
sentence thereof in its entirety and substituting the following new
sentence therefor:
"There has not been, as of the Closing Date, any Material
Adverse Change since the date of such interim financial
statements."; and
(c) Section 7(a) is amended by deleting clause (vii) at
the end thereof and substituting the semi-colon and word "or" appearing
at the end of clause (vi)(5) with a period.
2. Except as expressly amended hereby, the Committed Facility Letter
and all other documents executed in connection therewith shall remain in full
force and effect in accordance with their respective terms. The Committed
Facility Letter, as amended hereby, and all rights and powers created thereby
and thereunder or under such other documents are in all respects ratified and
confirmed. From and after the date hereof, the Committed Facility Letter shall
be deemed to be amended and modified as herein provided and, except as so
amended and modified, the Committed Facility Letter shall continue in full force
and effect in accordance
with its terms and the Committed Facility Letter and this Amendment shall be
read, taken and construed as one and the same instrument. On and after the date
hereof the term "AGREEMENT" as used in the Committed Facility Letter and all
other references to the Committed Facility Letter in the Committed Facility
Letter, the other documents executed in connection therewith and/or herewith or
any other instrument, document or writing executed by the Company or any other
person or furnished to the Agent and/or the Banks by the Company, or any other
person in connection herewith or therewith, shall be deemed to be a reference to
the Committed Facility Letter as hereby amended.
3. The effectiveness of this Amendment is subject to the satisfaction
of the following conditions precedent:
(a) The Company and each Bank shall have executed and
delivered this Amendment to Agent together with such other documents and
instruments as Agent may reasonably require;
(b) No Default or Event of Default shall have occurred
and be continuing; and
(c) Agent shall have received a certificate of the
Secretary of the Company having attached an incumbency certificate
showing the names and titles, and bearing the signatures of, the
officers of the Company authorized to execute this Amendment.
4. On and as of the date hereof, the Company represents and warrants
to the Agent and to the Banks that:
(a) The representations and warranties contained in
this Amendment and the Committed Facility Letter are true and correct in
all material respects, in each case as though made on and as of the date
hereof, except to the extent such representations and warranties relate
solely to an earlier date (and then as of such earlier date); and
(b) Both before and after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing
or would result from the execution and delivery of this Amendment; and
(c) The Company is, and will be, in full compliance
with all of the material terms, conditions and all other provisions of
this Amendment and the Credit Documents; and
(d) This Amendment has been duly authorized, executed
and delivered on its behalf, and both the Committed Facility Letter,
both before being amended and supplemented hereby and as amended and
supplemented hereby, and this Amendment constitute its legal, valid and
binding obligation enforceable against it in accordance with their
terms, except to the extent that a remedy or default may be determined
by a court of competent jurisdiction to constitute a penalty and except
to the extent that
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enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to creditors' rights or by
general principles of equity.
5. This Amendment shall be construed in accordance with and governed
by the internal laws of the State of Illinois, without regard to its conflicts
of laws principles.
6. This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Amendment may also be signed by facsimile, and
any facsimile signature hereto shall for all purposes be deemed an original
signature.
7. Except as otherwise specified herein, this Amendment embodies the
entire agreement and understanding between the Company and the Banks with
respect to the subject matter hereof and supersedes all prior agreements,
consents and understandings relating to such subject matter.
8. This Amendment shall be binding upon and inure to the benefit of
the Banks and their successors and assigns and the Company and its permitted
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Fourth Amended and Restated Committed Facility Letter to be duly
executed and delivered by their duly authorized officers as of the day and year
first above written.
THE COMPANY: ALLETE, INC., a Minnesota corporation
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By: /s/ James K. Vizanko
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Name: James K. Vizanko
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Title: Sr. VP - Finance & CFO
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AGENT/BANKS: LASALLE BANK NATIONAL ASSOCIATION, in its
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By: /s/ David Bond
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Name: David Bond
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Title: Senior Vice President
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By:
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Name:
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Title:
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Signature Page
First Amendment to Fourth Amended and Restated Committed Facility Letter
June 9, 2006
OTHER BANKS:
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ Christopher W. Rupp
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Name: Christopher W. Rupp
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Title: Vice President
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WELLS FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Patrick McCue
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Name: Patrick McCue
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Title: Vice President & Senior Relationship
Manager
Wells Fargo Bank, National Association
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JPMORGAN CHASE BANK, N.A.
By: /s/ Gabriel Simon
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Name: Gabriel Simon
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Title: AVP
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THE BANK OF TOKYO - MITSUBISHI, UFJ, LTD.,
Chicago Branch
By: /s/ Mathew Ross
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Name: Mathew Ross
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Title: Vice President & Manager
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