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EXHIBIT 10(d)3
ALLETE 2006 FORM 10-K
SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED COMMITTED FACILITY LETTER
This Second Amendment to Fourth Amended and Restated Committed Facility
Letter (this "AMENDMENT") is dated as of December 14, 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 (as amended by that certain First Amendment to Fourth Amended and
Restated
Committed Facility Letter dated as of June 9, 2006, together with all exhibits,
schedules,
attachments,
appendices and
further 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 amended as follows:
(a) The defined term
"INITIAL MATURITY DATE" appearing in the
second sentence of Section 1(f) ("MATURITY") is hereby amended by
deleting
the
date "January 11,
2011" and substituting
the date "January 11,
2012"
therefor.
(b) The defined term
"EXTENDED MATURITY DATE" appearing in the
second paragraph of
Section 1(f) is hereby
amended by deleting
the dates
"January 11, 2012" and "January 11, 2013" appearing in clauses (i)
and (ii)
thereof and substituting therefor the dates "January 11, 2013" and
"January
11,
2014", respectively.
(c) The definition of "APPLICABLE MARGIN" appearing in Section 8
is
hereby amended by deleting said definition in its entirety and
substituting
the
following new definition in lieu thereof:
"APPLICABLE MARGIN"
means (i) with respect
to Eurodollar
Loans, (a)
0.180% per annum for any day Level I Status exists; (b) 0.270% per
annum
for any day Level II Status exists; (c) 0.350% per annum for any day
Level III Status exists; (d) 0.425% per annum for any day Level IV
Status exists;
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(e) 0.525% per annum
for any day Level V
Status exists, and (f) 0.800%
per annum for any day Level VI Status exists; and (ii) with respect to
Prime Rate Loans, 0.000% per annum.
(d) The definition
of "FUNDED DEBT" appearing in Section 8 is
hereby amended by deleting clauses (d) and (e) thereof.
(e) The definition of "FACILITY FEE RATE" appearing in Section 8
is
hereby amended by deleting said definition in its entirety and
substituting
the
following new definition in lieu thereof:
"FACILITY FEE RATE"
means a rate equal to
(i) 0.070% per annum for any
day Level I Status
exists; (ii)
0.080% per annum for
any day Level II
Status exists;
(iii) 0.100% per annum for any day Level III Status
exists; (iv) 0.125%
per annum for any day Level IV Status exists; (v)
0.175% per annum for any day Level V Status exists; and (vi) 0.200% per
annum for any day Level VI Status exists.
(f) The definition of
"REQUIRED BANKS"
appearing in Section 8
is
hereby amended by deleting said definition in its entirety and
substituting
the
following new definition in lieu thereof:
"REQUIRED BANKS" means, at any time, Banks having more than 50.0%
of the
aggregate amount of the Commitments.
(g) The definition
of "TOTAL CAPITAL" appearing in Section 8 is
hereby amended by
deleting said definition in its entirety and substituting
the
following new definition in lieu thereof:
"TOTAL CAPITAL"
means, as of any date determination, the sum of
Consolidated Net Worth and Funded Debt.
(h) Section 8 is
further amended by adding the following new
defined term in its appropriate alphabetic order:
"CONSOLIDATED NET WORTH" means, as of any date of determination,
the sum
of stockholders'
equity (including preferred stock and QUIPs),
PLUS
additional paid-in capital, PLUS retained earnings (or MINUS
accumulated
deficits) plus preferred securities of the Company and its
Subsidiaries,
PROVIDED, however,
that the computation of Consolidated Net Worth shall
exclude Accumulated
Other Comprehensive
Income/Loss and
unearned ESOP
shares, all
