Ratification. Borrower and each Guarantor hereby confirm and ratify the Credit Agreement, the Collateral Documents and each of the other Loan Documents to which it is a party, as amended hereby, and acknowledge and agree that the same shall continue in full force and effect, as amended hereby and by any prior amendments thereto. Nothing in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement of any of the Lenders or the

Ratification. Except as modified by this Amendment, the terms and provisions of the Employment Agreement shall continue in full force and effect and are hereby ratified by the parties.

Ratification. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions of the Credit Agreement and shall not be deemed to be a consent to the modification or waiver of any other term or condition of the Credit Agreement. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the Other Documents are ratified and confirmed and shall continue in full force and effect.

Ratification. Except as specifically amended or modified herein, all other provisions of the Existing Mortgage shall remain in full force and effect, and Mortgagee hereby ratifies and affirms the same. In confirmation of the foregoing, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, # MORTGAGOR HEREBY MORTGAGES, WARRANTS AND GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN AND HEREBY MORTGAGES, WARRANTS, GRANTS, CONVEYS, ASSIGNS, TRANSFERS AND SETS OVER TO MORTGAGEE, WITH MORTGAGE COVENANTS, the Mortgaged Property, TO HAVE AND TO HOLD the Mortgaged Property and the rights and privileges hereby mortgaged unto Mortgagee, its successors and assigns, # Mortgagor hereby grants to Mortgagee a security interest in that portion of the Mortgaged Property that constitutes personalty pursuant to the Code and # Mortgagor hereby assigns to Mortgagee the Leases and Rents, all to secure the payment and performance of the Obligations upon the terms and conditions set forth in the Existing Mortgage, as amended hereby.

Ratification of Actions. By receiving the Grant or other benefit under the Plan, you and each person claiming under or through you shall be conclusively deemed to have indicated your acceptance and ratification of, and consent to, any action taken under the Plan or the Grant by ALLETE, the Board or the Committee.

Execution and Delivery of Guaranty Ratification. Each Subsidiary Guarantor, if any, shall execute and deliver a ratification of its Subsidiary Guaranty.

“Ratification Agreement” means the Confirmation and Ratification Agreement dated as of the FirstThird Amendment Effective Date by and among the Loan Parties and the [[Administrative Agent:Organization]].

Lease Ratification and Effect. Except as expressly amended hereby, all of the terms, provisions, covenants and conditions of the Lease are hereby ratified and confirmed and shall continue in full force and effect.

Ratification of Loan Documents. This Amendment shall be incorporated into and deemed a part of the Loan Agreement. Except as expressly set forth herein, all of the terms and conditions of the Loan Agreement and Loan Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. All references to the Loan Agreement shall mean the Loan Agreement as modified by this Amendment.

Ratification of the Note. The Note, as amended by this Agreement, shall be and remains in full force and effect in accordance with its terms, and is hereby ratified and confirmed in all respects. Borrower acknowledges and agrees that the Outstanding Balance of the Note as of the date hereof, including the application of the Additional OID, is $868,936.38. Borrower acknowledges that it is unconditionally obligated to pay the Outstanding Balance and represents that such obligation is not subject to any defenses, rights of offset or counterclaims. No forbearance or waiver other than as expressly set forth herein may be implied by this Agreement. Except as expressly set forth herein, the execution, delivery, and performance of this Agreement shall not operate as a waiver of, or as an amendment to, any right, power or remedy of Investor under the Note or the Transaction Documents, as in effect prior to the date hereof.