EX-4.E 3 mdu123111-ex4e.htm MDUR CREDIT AGREEMENT, DATED 05/26/2011
Published CUSIP Number: 55277HAC6

CREDIT AGREEMENT among MDU RESOURCES GROUP, INC. as Borrower; VARIOUS LENDERS; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC AND UNION BANK, N.A., as Joint Lead Arrangers and Joint Lead Bookrunners UNION BANK, N.A., as Syndication Agent
Closing Date: May 26, 2011
$100,000,000 Revolving Credit Facility

TABLE OF CONTENTS

ARTICLE I Definitions | 1 |
Section 1.1 | Definitions. | 1 |
Section 1.2 | Rules of Construction | 13 |
ARTICLE II Amount and Terms of the Credit Facilities | 14 |
Section 2.1 | Revolving Facility. | 14 |
Section 2.2 | Converting ABR Loans to LIBOR Loans; Procedures. | 15 |
Section 2.3 | Procedures at End of an Interest Period. | 15 |
Section 2.4 | Setting and Notice of Rates. | 15 |
Section 2.5 | Level Status, Margins and Fee Rates. | 15 |
Section 2.6 | Interest on Loans. | 17 |
Section 2.7 | Obligation to Repay Advances; Representations. | 18 |
Section 2.8 | Scheduled Payments; Mandatory Prepayments; Evidence of Obligations. | 18 |
Section 2.9 | Computation of Interest and Fees. | 18 |
Section 2.10 | Fees. | 19 |
Section 2.11 | Use of Proceeds. | 19 |
Section 2.12 | Voluntary Prepayments. | 19 |
Section 2.13 | Voluntary Reduction or Termination of Aggregate Revolving Commitment Amount. | 20 |
Section 2.14 | Optional Increases of Aggregate Revolving Commitment Amount. | 20 |
Section 2.15 | Payments Generally. | 21 |
Section 2.16 | Increased Costs. | 22 |
Section 2.17 | Taxes. | 23 |
Section 2.18 | Basis for Determining Interest Rate Inadequate or Unfair; Illegality. | 25 |
Section 2.19 | Loan Losses. | 25 |
Section 2.20 | Right of Lenders to Fund through Other Offices. | 26 |
Section 2.21 | Discretion of Lenders as to Manner of Loan. | 26 |
Section 2.22 | Conclusiveness of Statements; Survival of Provisions; Limited Time for Claims. | 26 |
Section 2.23 | Nature of Lender Parties' Obligations. | 26 |
Section 2.24 | Defaulting Lenders. | 26 |
ARTICLE III Conditions Precedent | 28 |
Section 3.1 | Initial Conditions Precedent. | 28 |
Section 3.2 | Conditions Precedent to All Borrowings. | 28 |
ARTICLE IV Representations and Warranties | 29 |
Section 4.1 | Existence and Power. | 29 |
Section 4.2 | Authorization of Credit Extensions; No Conflict as to Law or Agreements. | 29 |
Section 4.3 | Legal Agreements. | 29 |
Section 4.4 | Subsidiaries. | 29 |
Section 4.5 | Financial Condition. | 30 |
Section 4.6 | Adverse Change. | 30 |
Section 4.7 | Litigation. | 30 |
Section 4.8 | Environmental Matters. | 30 |
Section 4.9 | Margin Regulations. | 30 |
Section 4.10 | Taxes. | 30 |
Section 4.11 | Titles and Liens. | 31 |
Section 4.12 | Intellectual Property. | 31 |
Section 4.13 | ERISA. | 31 |

-i-

ARTICLE V Affirmative Covenants | 31 |
Section 5.1 | Reporting. | 31 |
Section 5.2 | Books and Records; Inspection and Examination. | 33 |
Section 5.3 | Compliance with Laws. | 33 |
Section 5.4 | Payment of Taxes and Other Claims. | 33 |
Section 5.5 | Maintenance of Properties. | 34 |
Section 5.6 | Insurance. | 34 |
Section 5.7 | Preservation of Corporate Existence. | 34 |
ARTICLE VI Negative Covenants | 34 |
Section 6.1 | Liens. | 34 |
Section 6.2 | Investments. | 35 |
Section 6.3 | Distributions. | 36 |
Section 6.4 | Sale of Assets. | 36 |
Section 6.5 | Transactions with Affiliates. | 36 |
Section 6.6 | Consolidation and Merger. | 36 |
Section 6.7 | Environmental Laws. | 37 |
Section 6.8 | Restrictions on Nature of Business. | 37 |
Section 6.9 | Consolidated Total Leverage Ratio. | 37 |
Section 6.10 | Borrower Leverage Ratio. | 37 |
ARTICLE VII Events of Default, Rights and Remedies | 37 |
Section 7.1 | Events of Default. | 37 |
Section 7.2 | Rights and Remedies. | 39 |
Section 7.3 | Right of Setoff. | 39 |
Section 7.4 | Crediting of Payments and Proceeds. | 39 |
ARTICLE VIII THE ADMINISTRATIVE AGENT | 40 |
Section 8.1 | Appointment and Authority. | 40 |
Section 8.2 | Rights as a Lender. | 40 |
Section 8.3 | Exculpatory Provisions. | 41 |
Section 8.4 | Reliance by Administrative Agent. | 42 |
Section 8.5 | Delegation of Duties. | 42 |
Section 8.6 | Resignation and Removal of Administrative Agent. | 42 |
Section 8.7 | Non-Reliance on Administrative Agent and Other Lenders. | 43 |
Section 8.8 | No Other Duties, Etc. | 43 |
Section 8.9 | Administrative Agent May File Proofs of Claim. | 43 |
Section 8.10 | Collateral and Guaranty Matters. | 44 |
ARTICLE IX Miscellaneous | 45 |
Section 9.1 | No Waiver; Cumulative Remedies. | 45 |
Section 9.2 | Amendments, Etc. | 45 |
Section 9.3 | Notices; Distribution of Information Via Electronic Means. | 45 |
Section 9.4 | Expenses; Indemnity; Damage Waiver | 46 |
Section 9.5 | Execution in Counterparts. | 47 |
Section 9.6 | Successors and Assigns; Register. | 48 |
Section 9.7 | Sharing of Payments by Lenders. | 51 |
Section 9.8 | Disclosure of Information. | 51 |
Section 9.9 | Governing Law. | 52 |
Section 9.10 | Consent to Jurisdiction. | 52 |
Section 9.11 | Waiver of Jury Trial. | 52 |
Section 9.12 | Severability of Provisions. | 52 |

-ii-

Section 9.13 | Prior Agreements. | 52 |
Section 9.14 | Other Financing. | 52 |
Section 9.15 | Termination of Existing Credit Facility. | 53 |
Section 9.16 | Headings. | 53 |

-iii-

CREDIT AGREEMENT
This Agreement is entered into as of May 26, 2011, by and among MDU Resources Group, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto as lenders (the “Lenders”), and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), in its capacity as administrative agent for the Lender Parties, as defined below (in such capacity, together with any successor thereto in such capacity, the “Administrative Agent”).
The parties hereto agree as follows:
ARTICLE I
Definitions

Section 1.1 | Definitions.

As used in this Agreement:
“ABR Borrowing” means a Borrowing consisting of ABR Loans.
“ABR Loan” means any Loan that bears interest at a rate determined by reference to the Adjusted Base Rate.
“Adjusted Base Rate” means, for any day, an annual rate equal to the highest of (a) the Base Rate, (b) the Federal Funds Rate plus 50 basis points, and (c) the Floating LIBO Rate plus 100 basis points.
“Adjusted LIBO Rate” means, with respect to an Interest Period, the rate (rounded upwards, if necessary, to the nearest 1/16 of 1%) obtained by dividing (a) the applicable LIBO Rate by (b) a percentage equal to 1.00 minus the applicable percentage (expressed as a decimal) prescribed by the Board of Governors of the Federal Reserve System (or any successor thereto) for determining the maximum reserve requirements applicable to eurodollar fundings (currently referred to as “Eurocurrency Liabilities” in Regulation D) or any other maximum reserve requirements applicable to a member bank of the Federal Reserve System with respect to such eurodollar fundings.
“Administrative Agent” means Wells Fargo acting in its capacity as administrative agent for itself and the other Lenders hereunder.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Advance” means an advance by a Lender to the Borrower pursuant to Article II.
“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under the common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock or other equity interests, by contract or otherwise.

“Aggregate Revolving Commitment Amount” means $100,000,000, as such amount may be reduced pursuant to Section 2.13 or increased pursuant to Section 2.14.
“Aggregate Revolving Facility Outstanding Amount” means the sum of the Revolving Facility Outstanding Amounts of all Lenders.
“Agreement” means this Credit Agreement.
“Applicable Rating” means (i) with respect to S&P, the rating designated by S&P as its corporate credit rating of the Borrower, and (ii) with respect to Fitch, the rating designated by Fitch as its rating of the Borrower’s senior unsecured debt.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.6), and accepted by the Administrative Agent, in substantially the form of Exhibit D or any other form approved by the Administrative Agent.
“Authorizing Order” means any order of any public utilities commission or any other regulatory body having jurisdiction over the Borrower, authorizing and/or restricting the indebtedness that may be created from time to time hereunder (whether on account of Advances or otherwise).
“Bankruptcy Code” means Title 11 of the United States Code, entitled “Bankruptcy,” as amended.
“Base Rate” means, for any day, the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime” or “base” rate (whether or not such rate is actually charged by the Administrative Agent), or if the Administrative Agent ceases to announce such a rate so designated, any similar successor rate designated by the Administrative Agent in its reasonable discretion. Any change in the Base Rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. Such rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Wells Fargo or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Base Rate.
“Borrower” means MDU Resources Group, Inc., a Delaware corporation.
“Borrower Leverage Ratio” means the ratio of Funded Debt to Capitalization, determined with respect to the Borrower alone (excluding its Subsidiaries, but including any divisions of the Borrower not constituting separate Persons) as at the end of each fiscal quarter of the Borrower.
“Borrowing” means a borrowing under Article II consisting of Advances made to the Borrower at the same time by each of the Lenders severally.
“Business Day” means a day other than a Saturday, Sunday, United States national holiday or other day on which banks in Minnesota or New York are permitted or required by law to close. Whenever the context relates to a LIBOR Loan or the fixing of a LIBO Rate, “Business Day” means a day (i) that meets the foregoing definition, and (ii) on which dealings in U.S. dollar deposits are carried on in the London interbank eurodollar market.
-2-

“Capitalization” means, with respect to any Person as of any Covenant Compliance Date, (i) Funded Debt of that Person, plus (ii) shareholders’ equity of that Person (excluding any non-cash gain or loss resulting from the requirements of Financial Accounting Standards Board Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”), all determined in accordance with GAAP. In determining Capitalization for purposes of calculating the Borrower Leverage Ratio, Funded Debt and equity attributable to any Subsidiary shall be excluded.
“Capitalized Lease” means any lease that in accordance with GAAP should be capitalized on the balance sheet of the lessee thereunder or for which the amount of the asset and liability thereunder as if so capitalized should be disclosed in a note to such balance sheet. All obligations under any lease that is treated as an operating lease under GAAP but pursuant to which the lessee thereunder retains tax ownership of the leased property for federal income tax purposes shall be treated as a Capitalized Lease for purposes of this Agreement.
“Cash Equivalents” means, as to any Person, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (but only so long as the full faith and credit of the United States is pledged in support thereof) having maturities of not more than 24 months from the date of acquisition; (b) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 24 months from the date of acquisition and having one of the two highest ratings from either S&P, Fitch, or Moody’s Investors Service, Inc.; (c) domestic and Eurodollar certificates of deposit or time deposits or bankers’ acceptances maturing within 24 months after the date of acquisition issued or guaranteed by or placed with, and money market and demand deposit accounts issued or offered by, any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia, or any Canadian chartered bank, having combined capital and surplus of not less than $500,000,000; (d) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clause (a) and (b) of this definition entered into with any bank meeting the qualifications specified in clause (c) of this definition; (e) commercial paper issued by any commercial bank incorporated in the United States having capital and surplus in excess of $500,000,000 and commercial paper issued by any Person (other than a commercial bank) incorporated in the United States, which commercial paper has one of the two highest ratings from either S&P, Fitch or Moody’s Investors Service, Inc., and in each case maturing not more than ninety days after the date of acquisition by such Person; and (f) investments in money market funds substantially all the assets of which are comprised of cash or securities of the types described in clauses (a) through (e) of this definition.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
-3-

“Change of Control” means, with respect to any corporation, either (i) the acquisition by any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act) of beneficial ownership (as defined in Rules 13d-3 and 13d-5 of the Securities and Exchange Commission, except that a Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the then-outstanding voting capital stock of such corporation; or (ii) a change in the composition of the board of directors of such corporation or any corporate parent of such corporation such that continuing directors cease to constitute more than 50% of such board of directors. As used in this definition, “continuing directors” means, as of any date, (i) those members of the board of directors of the applicable corporation who assumed office prior to such date, and (ii) those members of the board of directors of the applicable corporation who assumed office after such date and whose appointment or nomination for election by that corporation’s shareholders was approved by a vote of at least 50% of the directors of such corporation in office immediately prior to such appointment or nomination.
“Code” means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended, reformed or otherwise modified from time to time.
“Commitment” means, with respect to each Lender, that Lender’s Revolving Commitment.
“Compliance Certificate” means a certificate in substantially the form of Exhibit C, or such other form as the Borrower and the Required Lenders may from time to time agree upon in writing, executed by the chief financial officer of the Borrower, stating (i) that any financial statements delivered therewith have been prepared in accordance with GAAP (or, in the case of statements prepared pursuant to Section 5.1(b)(ii), in accordance with FERC Accounting Principles), subject to year-end adjustments, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto and (iii) all relevant facts in reasonable detail to evidence, and the computations as to, whether or not the Borrower is in compliance with the Financial Covenants.
“Consolidated Net Worth” means, at any time, the excess of total assets of the Borrower over total liabilities of the Borrower as of the last day of the fiscal quarter most recently then ended, determined on a consolidated basis in accordance with GAAP.
“Consolidated Total Leverage Ratio” means, as of any Covenant Compliance Date, the ratio of Funded Debt to Capitalization, determined on a consolidated basis with respect to the Borrower and all of its Subsidiaries.
“Covenant Compliance Date” means the last day of each fiscal quarter of the Borrower.
“Credit Exposure” means, with respect to any Lender at any time, (i) such Lender’s Revolving Commitment (whether used or unused) at such time, or (ii) if the Revolving Commitments have terminated in their entirety, the aggregate outstanding principal amount of its Notes at such time.
“Credit Extension” means the making of any Advance, or the conversion to or continuation of any LIBOR Loan.
“Debtor Relief Laws” means the United States Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
-4-

rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means an event that, with the giving of notice, the passage of time or both, would constitute an Event of Default.
“Default Rate” has the meaning specified in Section 2.6(c).
“Defaulting Lender” means, subject to Section 2.24(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.24(b)) upon delivery of written notice of such determination to the Borrower and each Lender.
“Distribution” means any payment made by the Borrower on account of any equity interest in the Borrower, including but not limited to any dividend and any payment in purchase, redemption or other retirement of any stock or membership interest.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 9.6(b)(iv) and (v) (subject to such consents, if any, as may be required under Section 9.6(b)(ii)).
-5-

“Environmental Claim” means a material claim, however asserted, by any governmental authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.
“Environmental Law” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1802 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1252 et seq., the Clean Water Act, 33 U.S.C. § 1321 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., and any other federal, state, county, municipal, local or other statute, law, ordinance or regulation which in each case relates to human health or the environment, all as may be from time to time amended.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that is, along with the Borrower, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in sections 414(b) and 414(c), respectively, of the Code.
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), insolvent (within the meaning of Section 4245 of ERISA) or in “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the commencement of proceedings by the PBGC to terminate a Pension Plan; (e) a failure by the Borrower or any ERISA Affiliate to make required contributions to a Pension Plan or Multiemployer Plan, or the imposition of a lien in favor of a Pension Plan under Section 430(k) of the Code or Section 303(k) of ERISA; (f) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or for the imposition of any liability under Section 4069 or 4212(c) of ERISA; (g) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; (h) an application for a funding waiver pursuant to Section 412 of the Code or Section 302(c) of ERISA with respect to any Plan; or (i) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA).
“ERISA Termination Event” means the filing of a notice of intent to terminate a Pension Plan, or the treatment of a plan amendment as the termination of a Pension Plan, under Section 4041, 4041A or 4042 of ERISA.
“Event of Default” has the meaning specified in Section 7.1.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Excluded Taxes” means, with respect to any Lender Party or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision
-6-

thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender, any withholding tax (including withholding taxes imposed under FATCA) that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a).
“Existing Credit Agreement” means the Credit Agreement dated June 21, 2005 among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders, as defined therein, together with all amendments, modifications and restatements thereof.
“Existing Credit Agreement Lender” means, with respect to any specified time prior to the date hereof, a Person that was a “Lender” under the Existing Credit Agreement as of such time.
“Existing Credit Facility” means the revolving credit facility arising under the Existing Credit Agreement.
“Facility” means the Revolving Facility.
“Facility Fee” has the meaning specified in Section 2.10(a).
“Facility Fee Rate” means a percentage, determined as set forth in Section 2.5.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement, and any current or future regulations or official interpretations thereof.
“Federal Funds Rate” means at any time an interest rate per annum equal to the weighted average of the rates for overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it, it being understood that the Federal Funds Rate for any day which is not a Business Day shall be the Federal Funds Rate for the next preceding Business Day.
“Fee Letters” means (i) the Fee Letter dated April 4, 2011 between the Administrative Agent, Wells Fargo Securities, LLC and the Borrower, (ii) the Fee Letter dated April 4, 2011 between Union Bank, N.A. and the Borrower, and (iii) any separate agreements between the Borrower and the Administrative Agent after the date hereof that set forth the terms of fees to be paid by the Borrower to the Administrative Agent for the Administrative Agent’s own behalf or for the benefit of the Lenders, as more fully set forth therein.
“FERC Accounting Principles” means the accounting requirements of the Federal Energy Regulatory Commission as set forth in its applicable Uniform System of Accounts and published accounting releases.
-7-

“Financial Covenant” means any of the Borrower’s obligations set forth in Sections 6.9 and 6.10.
“Fitch” means Fitch, Inc.
“Floating LIBO Rate” means, for any day, a rate equal to the Adjusted LIBO Rate with respect to a one-month Interest Period commencing on that day. For the purposes of this definition, the Adjusted LIBO Rate as of any day shall be determined using the Adjusted LIBO Rate as otherwise determined by the Administrative Agent in accordance with the definitions of “LIBO Rate” and “Adjusted LIBO Rate” hereunder, except that (x) if the day is a Business Day, such determination shall be made on such day (rather than two Business Days prior to the commencement of an Interest Period), and (y) if the day is not a Business Day, the Adjusted LIBO Rate for such day shall be the rate determined by the Administrative Agent pursuant to the preceding clause (x) for the most recent Business Day preceding such day.
“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States of America, any state thereof or the District of Columbia.
“Funded Debt” of any Person means (without duplication) (i) all indebtedness of such Person for borrowed money (which shall, in the case of the Borrower, include but not be limited to all indebtedness under this Agreement, all indebtedness arising under the Indenture, and all Subordinated Debt); (ii) indebtedness of such Person evidenced by bonds, notes or similar written instruments, whether or not representing obligations for borrowed money; (iii) all liabilities required to appear on such Person’s balance sheet with respect to Capitalized Lease obligations of such Person; (iv) all indebtedness secured by a Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person or is nonrecourse to such Person; (v) the face amount of all letters of credit and bankers’ acceptances issued for the account of such Person, and without duplication, all drafts drawn thereunder; (vi) all obligations of such Person with respect to leases constituting part of a sale and leaseback arrangement; (vii) all net obligations of such Person under interest rate agreements or currency agreements; and (viii) guaranty obligations of such Person with respect to indebtedness for borrowed money of another Person (including affiliates).
“GAAP” means generally accepted accounting principles as in effect from time to time applied on a basis consistent with the accounting practices applied in the financial statements of the Borrower and its Subsidiaries referred to in Section 4.5; provided that if the Borrower adopts any GAAP Change (as defined below), then unless and until the Borrower, the Administrative Agent and the Required Lenders agree to adjustments to the terms hereof to reflect such GAAP Change, all Financial Covenants, standards and terms in this Agreement shall continue to be determined as if such GAAP Change had not been implemented. As used in this definition, “GAAP Change” refers to any change in accounting principles required or permitted by any promulgation of the Financial Accounting Standards Board or, if applicable, the Securities Exchange Commission, and shall include the adoption or implementation of the International Financial Reporting Standards promulgated by the International Accounting Standards Board.
“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
-8-

“Hazardous Substance” means any asbestos, urea-formaldehyde, polychlorinated biphenyls, nuclear fuel or material, chemical waste, radioactive material, explosives, known carcinogens, petroleum products and by-products and other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or substances listed or identified in, or regulated by, any Environmental Laws.
“Hedging Arrangement” means any agreement with respect to rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross‑currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.
“Hedging Obligations” means any debt, liability or other obligation owing with respect to any outstanding Hedging Arrangements. The amount of any Person’s obligation in respect of any Hedging Obligation shall be deemed to be the incremental obligation that would be reflected in the financial statements of such Person in accordance with GAAP.
“Indemnified Taxes” means Taxes other than Excluded Taxes.
“Indenture” means the Indenture, dated as of December 15, 2003, executed by the Borrower and delivered to the Bank of New York Mellon, as trustee thereunder, as heretofore amended and supplemented and as hereafter amended and/or supplemented from time to time.
“Interest Payment Date” means (a) with respect to each ABR Loan, the last day of each calendar quarter, (b) with respect to each LIBOR Loan, the last day of the Interest Period applicable thereto (and, if such Interest Period is longer than 3 months, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period), and (c) with respect to each Loan, the Maturity Date with respect thereto.
“Interest Period” means, relative to any LIBOR Loan, the period beginning on (and including) the date on which such LIBOR Loan is made, or continued as, or converted into, a LIBOR Loan pursuant to Section 2.1, 2.2 or 2.3 and shall end on (but exclude) the day which numerically corresponds to such date 1, 2, 3 or 6 months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), as the Borrower may select in its relevant notice pursuant to Section 2.1, 2.2 or 2.3; provided, however, that:
(a) Unless otherwise agreed by the Administrative Agent, no more than 6 different Interest Periods may be outstanding at any one time with respect to the Revolving Facility.
(b) If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is the first Business Day of a month, in which case such Interest Period shall end on the next preceding Business Day).
(c) No Interest Period may end later than the Maturity Date.
-9-

“Lender Hedge Counterparty” means any Person who was a Lender or an Affiliate of a Lender (or was an Existing Credit Agreement Lender or an Affiliate of such a Person) at the time such Person entered in to a Hedging Arrangement with the Borrower.
“Lender Parties” means, collectively, the Administrative Agent and the Lenders.
“Lenders” means Wells Fargo, acting on its own behalf and not as Administrative Agent, each of the undersigned lenders, and any financial institution that becomes a Lender pursuant to Section 2.14 or 9.6(b), collectively.
“Level Status” means Level I, Level II, Level III, Level IV or Level V, each as determined pursuant to Section 2.5.
“LIBO Rate” means, with respect to an Interest Period, (a) the rate per annum determined by the Administrative Agent as of approximately 11:00 a.m. London time on the date 2 Business Days before the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in dollars offered on the London interbank dollar market for a period corresponding to the term of such Interest Period and in an amount comparable to the aggregate amount of the relevant Loan (as displayed in the Bloomberg Financial Market System or any successor thereto or any other service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates), or (b) if such rate cannot be determined, the rate per annum equal to the rate determined by the Administrative Agent in accordance with Section 2.4 to be a rate at which U.S. dollar deposits are offered to major banks in the London interbank eurodollar market for funds to be made available on the first day of such Interest Period and maturing at the end of such Interest Period.
“LIBOR Borrowing” means any Borrowing consisting of LIBOR Loans.
“LIBOR Loan” means any Loan that bears interest at a rate determined by reference to a LIBO Rate, excluding any ABR Loan.
“Lien” means any mortgage, deed of trust, lien, pledge, security interest or other charge or encumbrance, of any kind whatsoever, including but not limited to the interest of the lessor or titleholder under any Capitalized Lease, title retention contract or similar agreement.
“Loan” means a designated portion of outstanding principal indebtedness under a Facility.
“Loan Documents” means this Agreement, the Notes and the Fee Letters.
“Margin” means, with respect to computation of the applicable interest rate on Loans under the Revolving Facility, or the Facility Fee, as the case may be, the applicable increment so designated as determined in accordance with Section 2.5.
“Material Adverse Effect” means a material adverse effect on (i) the condition (financial or otherwise), properties, or operations of the Borrower, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or any Lender thereunder.
“Maturity Date” means May 26, 2015.
-10-

“Maximum Aggregate Revolving Facility Amount” means $150,000,000, unless said amount is reduced pursuant to Section 2.13, in which event it means the amount to which said amount is reduced.
“Multiemployer Plan” means a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) to which the Borrower or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions.
“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender at such time.
“Note” means a Revolving Note.
“Obligations” means each and every debt, liability and other obligation of every type and description arising under or in connection with any of the Loan Documents which the Borrower may now or at any time hereafter owe to any Lender Party, whether such debt, liability or obligation now exists or is hereafter created or incurred, whether it is direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several, and including specifically, but not limited to, all indebtedness, liabilities and obligations of the Borrower arising under or evidenced by the Notes, excluding, however, any debt, liability or obligation due or owing to any Lender which has not been issued pursuant to any of the Loan Documents or is otherwise expressly contemplated therein.
“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, which the Borrower or any ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years but excluding any Multiemployer Plan.
“Percentage” means, with respect to each Lender, the ratio of (i) that Lender’s Credit Exposure, to (ii) the aggregate Credit Exposure of all of the Lenders.
“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which the Borrower or any ERISA Affiliate sponsors or maintains or to which the Borrower or any ERISA Affiliate makes, is making, or is obligated to make contributions and includes any Pension Plan but excluding any Multiemployer Plan.
“Principal Payment Date” means, with respect to any Loan, the earliest of (i) the last day of the Interest Period applicable thereto, (ii) the first Business Day preceding each anniversary hereof, and (iii) the Maturity Date.
-11-

“Rating Agencies” means Fitch and S&P, collectively.
“Register” has the meaning specified in Section 9.6(c).
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.
“Required Lenders” means one or more Lenders having an aggregate Percentage in excess of 50%; provided, however, that if any Lender is a Defaulting Lender at the time of determination, the Percentage of such Defaulting Lender shall be excluded from the determination of Required Lenders.
“Revolving Advance” means a loan of funds by a Lender to the Borrower under the Revolving Facility, including both ABR Loans and LIBOR Loans made thereunder.
“Revolving Borrowing” means a Borrowing consisting of a Revolving Advance by each of the Lenders.
“Revolving Commitment” means, with respect to each Lender, (i) the amount so designated opposite such Lender’s name on Exhibit A, as such amount may be adjusted pursuant to Section 2.13 or 2.14 and plus or minus any such amount assumed or assigned pursuant to any Assignment and Assumption, or (ii) as the context may require, the obligation of such Lender to make Revolving Advances under Section 2.1.
“Revolving Commitment Termination Date” means the earlier of (a) the Maturity Date and (b) the date on which the Revolving Commitments are terminated pursuant to Section 2.13 or 7.2 or reduced to zero pursuant to Section 2.13.
“Revolving Facility” means the revolving credit facility being made available to the Borrower by the Lenders pursuant to Section 2.1.
“Revolving Facility Outstanding Amount” means, as of the date of determination with respect to any Lender, the aggregate principal amount of all outstanding Revolving Advances made by that Lender.
“Revolving Lender” means any Lender with a Revolving Commitment.
“Revolving Loan” means a Loan under the Revolving Facility.
“Revolving Note” means a promissory note of the Borrower payable to a Lender in the amount of such Lender’s Revolving Commitment, in substantially the form of Exhibit B, as such promissory note may be amended, extended or otherwise modified from time to time, and including each other promissory note accepted from time to time in substitution therefor or in renewal thereof.
“Revolving Percentage” means, with respect to a Revolving Lender, such Revolving Lender’s Percentage of the Revolving Facility.
-12-

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw-Hill Companies.
“Solvent” means as to any Person at any time (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including the probable liability of such Person on disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including the probable liability of such Person on disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.
“Subordinated Debt” means all indebtedness and other obligations of the Borrower which are subordinated in right of payment to all indebtedness of the Borrower to any Lender, on terms that have been approved in writing by the Required Lenders and that have been noted by appropriate legend on all instruments evidencing the Subordinated Debt.
“Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, by one of more of the Subsidiaries of the Person, or by a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Borrower.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Unfunded Pension Liability” means the excess of the present value of all benefits accrued under a Pension Plan as of the valuation date for the plan year in which the determination is being made over the value of the assets of the Pension Plan as of such valuation date, each as determined using the applicable actuarial and valuation assumptions under Section 430 of the Code and Section 303 of ERISA.
“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association and a party to this Agreement.

Section 1.2 | Rules of Construction

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a) The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular.
(b) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP.
-13-

(c) References to documents (including this Agreement) shall be deemed to include all subsequent amendments and other modifications thereto and restatements thereof, but only to the extent such amendments, modifications and restatements are not prohibited by the terms of any Loan Document.
(d) The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
(e) All references to times of day in this Agreement shall be references to Minneapolis, Minnesota time unless otherwise specifically provided.
ARTICLE II
Amount and Terms of the Credit Facilities

Section 2.1 | Revolving Facility.

(a) Revolving Commitments. Each Revolving Lender agrees, on the terms and subject to the conditions herein set forth, to make Revolving Advances to the Borrower from time to time during the period from the date hereof to and including the Revolving Commitment Termination Date, in an aggregate amount at any time outstanding not to exceed such Revolving Lender’s Revolving Percentage of each Borrowing from time to time requested by the Borrower under the Revolving Facility; provided, however, that no Revolving Lender’s Revolving Facility Outstanding Amount shall at any time exceed such Revolving Lender’s Revolving Commitment. Within the above limits, the Borrower may obtain Revolving Advances, prepay Revolving Advances in accordance with the terms hereof and reborrow Revolving Advances in accordance with the applicable terms and conditions of this Agreement.
(b) Revolving Borrowing Procedures. Each Revolving Borrowing shall be funded by the Revolving Lenders as either an ABR Borrowing or a LIBOR Borrowing, as the Borrower shall specify in the related notice of proposed Borrowing. ABR Loans and LIBOR Loans may be outstanding at the same time. The principal amount of any Revolving Borrowing shall be in an amount equal to (i) $1,000,000 or a higher integral multiple of $500,000 if such Borrowing is funded as an ABR Borrowing, and (ii) $5,000,000 or a higher integral multiple of $1,000,000 if such Borrowing is funded as a LIBOR Borrowing. The Borrower shall give notice to the Administrative Agent of each proposed Revolving Borrowing not later than 12:00 noon on a Business Day that, in the case of an ABR Borrowing, is the proposed date of such Borrowing or, in the case of a Borrowing that is to bear interest initially at an Adjusted LIBO Rate, is at least 3 Business Days prior to the proposed date of such Borrowing. Each such notice shall be effective upon receipt by the Administrative Agent, shall be provided in writing or in such other manner as the Administrative Agent and the Borrower may agree (to be confirmed in writing by the Borrower if so requested by the Administrative Agent), and shall specify whether the Borrowing is to be an ABR Borrowing or a LIBOR Borrowing and, in the case of a LIBOR Borrowing, shall specify the Interest Period to be applicable thereto. Promptly upon receipt of such notice (but in no event later than 1:00 p.m. with respect to an ABR Borrowing, and the close of business, with respect to a LIBOR Borrowing, in each case on the Business Day of receipt of such notice), the Administrative Agent shall advise each Lender of the proposed Borrowing. Subject to satisfaction of the conditions precedent set forth in Article III with respect to such Borrowing, at or before 1:00 p.m. on the date of the requested Borrowing, each Revolving Lender shall provide the Administrative Agent at the principal office of the Administrative Agent in Charlotte, North Carolina (or such other office as the Administrative Agent may designate), with immediately available funds covering such Revolving Lender’s Revolving Percentage of such Borrowing. The
-14-

Administrative Agent shall pay over proceeds of such Borrowing to the Borrower, in immediately available funds, prior to the close of business on the date of the requested Borrowing.
(c) Limitation. Notwithstanding any other provision of this Agreement to the contrary, no Borrowing shall be effected on any anniversary of this Agreement.

Section 2.2 | Converting ABR Loans to LIBOR Loans; Procedures.

So long as no Default or Event of Default has occurred and is continuing, the Borrower may convert all or any part of any outstanding ABR Loan into a LIBOR Loan by giving notice to the Administrative Agent of such conversion not later than 9:00 a.m. on a Business Day that is at least 2 Business Days prior to the date of the requested conversion. Each such notice shall be irrevocable, shall be effective upon receipt by the Administrative Agent, shall be provided in writing or in such other manner as the Administrative Agent and the Borrower may agree (to be confirmed in writing by the Borrower if so requested by the Administrative Agent), shall specify the date and amount of such conversion, the total amount of the Loan to be so converted and the Interest Period therefor. Each conversion of a Loan shall be on a Business Day, and the aggregate amount of each such conversion of an ABR Loan to a LIBOR Loan shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. The Administrative Agent shall promptly (but in no event later than the close of business on the day received) forward such notice to the applicable Lenders.

Section 2.3 | Procedures at End of an Interest Period.

Unless the Borrower requests a new LIBOR Loan in accordance with the procedures set forth below, or prepays the principal of an outstanding LIBOR Loan at the expiration of an Interest Period, each Lender shall automatically and without request of the Borrower convert each LIBOR Loan to an ABR Loan on the last day of the relevant Interest Period. So long as no Default or Event of Default has occurred and is continuing, the Borrower may cause all or any part of any outstanding LIBOR Loan to continue as a LIBOR Loan after the end of the then applicable Interest Period by notifying the Administrative Agent not later than 9:00 a.m. on a Business Day that is at least 2 Business Days prior to the first day of the new Interest Period. Each such notice shall be irrevocable, effective when received by the Administrative Agents, shall be provided in writing or in such other manner as the Administrative Agent and the Borrower may agree (to be confirmed in writing by the Borrower if so requested by the Administrative Agent) and shall specify the first day of the applicable Interest Period, the amount of the expiring LIBOR Loan to be continued and the Interest Period therefor. The Administrative Agent shall promptly (but in no event later than the close of business on the day received) forward such notice to the applicable Lenders. Each new Interest Period shall begin on a Business Day and the amount of each LIBOR Loan shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000.

Section 2.4 | Setting and Notice of Rates.

The applicable LIBO Rate for each Interest Period shall be determined by the Administrative Agent on the second Business Day prior to the beginning of such Interest Period, whereupon notice thereof (which may be by telephone) shall be given by the Administrative Agent to the Borrower and each Lender. Each such determination of the applicable LIBO Rate shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error. The Administrative Agent, upon written request of the Borrower or any Lender, shall deliver to the Borrower or such requesting Lender a statement showing the computations used by the Administrative Agent in determining the applicable LIBO Rate hereunder.

Section 2.5 | Level Status, Margins and Fee Rates.

(a) The Borrower’s Level Status shall be determined on the basis of the Applicable Ratings established by the Rating Agencies, in accordance with the following table:
-15-

| Level I | Level II | Level III | Level IV | Level V
S&P | A or better | A- or better, but less than A | BBB+ or better, but less than A- | BBB or better, but less than BBB+ | Less than BBB
Fitch | A or better | A- or better, but less than A | BBB+ or better, but less than A- | BBB or better, but less than BBB+ | Less than BBB

(b) In making the determinations under paragraph (a):

(i) | If any of the Rating Agencies changes the meaning or designation for its Applicable Ratings referenced in paragraph (a), the criteria for Level Status in the table in paragraph (a) shall be adjusted in such manner as the Required Lenders may reasonably determine to correspond with the applicable rating designations used by the applicable Rating Agency in effect on the date hereof.

(ii) | If the Rating Agencies’ Applicable Ratings are not in the same column above, the Borrower’s Level Status shall be determined as follows:

(A) | If the Applicable Ratings provided by the Rating Agencies are in adjacent columns, the Borrower’s Level Status shall be based on the leftmost of the columns.

(B) | If the Applicable Ratings provided by the Rating Agencies are separated by one or more columns, the Borrower’s Level Status shall be based on the column to the immediate right of the leftmost applicable column.

Notwithstanding the foregoing, if the Applicable Rating established by either of the Rating Agencies is in the rightmost column above, the Borrower shall be deemed to be at Level Status V.

(iii) | If one Rating Agency (but not both Rating Agencies) ceases to issue its Applicable Rating, the Borrower’s Level Status shall be determined on the basis of the Applicable Rating of the remaining Rating Agency. If both Rating Agencies cease to establish their Applicable Ratings, the Borrower shall be deemed to be at Level Status V.

(c) The Margins at any time shall be determined from time to time on the basis of the Borrower’s Level Status, in accordance with the following table:
-16-

| Level I | Level II | Level III | Level IV | Level V
ABR Loan Margin | 0% | 0.125% | 0.200% | 0.275% | 0.475%
LIBOR Loan Margin | 0.900% | 1.125% | 1.200% | 1.275% | 1.475%
Facility Fee Rate | 0.100% | 0.125% | 0.175% | 0.225% | 0.275%

Section 2.6 | Interest on Loans.

The Borrower will pay interest on the unpaid principal amount of each Loan for the period commencing on the date of this Agreement until the unpaid principal amount thereof is paid in full, in accordance with the following:
(a) ABR Loans. Subject to subsection (c) below, while any outstanding principal of a Loan constitutes an ABR Loan, the outstanding principal balance thereof shall bear interest at an annual rate at all times equal to the Adjusted Base Rate, plus the applicable Margin.
(b) LIBOR Loans. Subject to subsection (c) below, while any outstanding principal of a Loan constitutes a LIBOR Loan, the outstanding principal balance thereof shall bear interest at an annual rate equal to the Adjusted LIBO Rate established with respect to such LIBOR Loan in accordance with Section 2.1, 2.2 or 2.3, plus the applicable Margin.
(c) Default Rate. From and after the occurrence of any Event of Default under paragraph (a), (b), (g) or (h) of Section 7.1, and from and after written notice from the Administrative Agent (or the Required Lenders) to the Borrower following the occurrence of any other Event of Default, and continuing (in each case) thereafter until such Event of Default is cured or waived to the written satisfaction of the Required Lenders, the outstanding principal balance of each Loan shall bear interest, until paid in full, at an annual rate equal to the sum of (i) the interest rate otherwise in effect with respect to such outstanding principal and (ii) 200 basis points. In addition, all fees, indemnification obligations and other Obligations not paid when due hereunder shall bear interest, until paid in full, at an annual rate equal to the sum of (x) the Adjusted Base Rate, (y) the Margin then applicable to ABR Loans, and (z) 200 basis points (each rate described in this subsection (c) herein, a “Default Rate”).
(d) Savings Clause. Notwithstanding anything in this Section 2.6 to the contrary, at no time shall the Borrower be obligated or required to pay interest on any Obligation at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the maximum interest rate which the Borrower is permitted by applicable law, including all applicable usury laws and Authorizing Orders. If, under the terms of this Agreement or any other Loan Document, the Borrower is at any time required or obligated to pay interest on any Obligation at a rate in excess of such maximum rate, the applicable interest rate shall be deemed to be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of any interest thereon due hereunder. All sums paid or agreed to be paid to a Lender for the use, forbearance or retention of any Obligation, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of the Obligation
-17-

to which such payment applies until payment in full so that the rate or amount of interest on account of any such Obligation does not exceed the maximum lawful rate of interest from time to time in effect and applicable to such Obligation for so long as the Obligation is outstanding.

Section 2.7 | Obligation to Repay Advances; Representations.

The Borrower shall be obligated to repay all Advances under this Article II notwithstanding the failure of the Administrative Agent to receive from the Borrower any written request therefor or written confirmation thereof and notwithstanding the fact that the Person requesting the same was not in fact authorized to do so. Any request for a Credit Extension, whether written, telephonic, telecopy or otherwise, shall be deemed to be a representation by the Borrower that the statements set forth in Section 3.2 are correct as of the time of the request.

Section 2.8 | Scheduled Payments; Mandatory Prepayments; Evidence of Obligations.

(a) Interest. The Borrower shall pay accrued but unpaid interest on each Loan on each Interest Payment Date with respect to that Loan.
(b) Revolving Facility Principal. The Borrower shall pay the principal balance of all Revolving Borrowings then outstanding in full on each Principal Payment Date.
(c) Maintenance of Records. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The Administrative Agent shall maintain in accordance with its usual practice the Register and such other records as it deems appropriate in which it shall record (i) the amount of each Advance hereunder, (ii) the amount of each Loan hereunder and, if applicable, the Interest Period with respect thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iv) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the records maintained pursuant to this paragraph (c) shall be prima facie evidence of the matters recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of a Borrower to repay the Obligations in accordance with the terms of this Agreement.
(d) Promissory Notes Optional. The Borrower’s obligation to repay the principal of and interest on the Advances made by each Lender shall be evidenced in the Register and shall, if requested by such Lender, also be evidenced by a Revolving Note, duly executed and delivered by the Borrower, with blanks appropriately completed, with respect to Revolving Advances made by such Lender.

Section 2.9 | Computation of Interest and Fees.

Interest accruing on the Loans, and all Facility Fees and other fees described in Section 2.10, shall be computed on the basis of the actual number of days elapsed in a year of 360 days; provided, however, that interest accruing from time to time on ABR Loans bearing interest determined by reference to the Base Rate shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days, as the case may be.
-18-

Section 2.10 | Fees.

(a) Facility Fee. The Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a facility fee (the “Facility Fee”) determined at an annual rate equal to the then-applicable Facility Fee Rate applied to the average Aggregate Revolving Commitment Amount (whether or not used). The Facility Fee shall be due and payable quarterly in arrears on the last day of each calendar quarter, and on the Maturity Date. The Facility Fee shall accrue at all times, including at any time during which any condition in Article III has not been satisfied.
(b) Fee Letters. The Borrower shall pay all fees required to be paid pursuant to any Fee Letters.
(c) Audit Fees. Upon the occurrence of an Event of Default or at any time thereafter until such Event of Default is cured, the Borrower shall pay to the Administrative Agent, on written demand, reasonable fees charged by the Administrative Agent in connection with any audits or inspections by the Administrative Agent of any collateral or the operations or businesses of the Borrower, together with actual out-of-pocket costs and expenses incurred in conducting any such audit or inspection. All such audits and inspections shall be for the sole benefit of the Administrative Agent and the Lenders.

Section 2.11 | Use of Proceeds.

The proceeds of the initial Borrowing hereunder shall be used to pay in full all obligations of the Borrower outstanding under the Existing Credit Facility, if any. The proceeds of each other Credit Extension (including the initial Borrowing, if no obligations described in the preceding sentence are outstanding on the date thereof) shall be used solely (i) to pay the Borrower’s obligations under (A) its commercial paper program, (B) other short-term credit facilities, and (C) maturing long-term obligations, and (ii) for the general corporate purposes of the Borrower in the ordinary course of business.

Section 2.12 | Voluntary Prepayments.

The Borrower from time to time may voluntarily prepay the Loans in whole or in part; provided, however, that (i) any prepayment of the Revolving Facility shall be applied against outstanding Revolving Loans of the Lenders participating in such facility pro rata according to each Lender’s Percentage of the Revolving Facility, (ii) each prepayment of the Loans shall be made to the Administrative Agent not later than 1:00 p.m. on a Business Day, and funds received after that hour shall be deemed to have been received by the Administrative Agent on the next following Business Day, (iii) each partial prepayment of LIBOR Loans shall be accompanied by accrued interest on such partial prepayment through the date of prepayment and additional compensation, if any, calculated in accordance with Section 2.19, (iv) each partial prepayment of LIBOR Loans shall be in an aggregate amount equal to $5,000,000 or more and, after application of any such prepayment, shall not result in a LIBOR Loan remaining outstanding in an amount less than $5,000,000, and (v) each partial prepayment of ABR Loans shall be in an aggregate amount equal to $1,000,000 or a higher integral multiple of $500,000, unless (in either case) the aggregate outstanding balance of all Loans under the Facility being prepaid is less than such minimum Loan amount, in which event any such prepayment may be in such lesser amount. Unless otherwise provided in this Agreement or the other Loan Documents, prepayments from the Borrower of principal within any Facility above shall be applied first to the principal of ABR Loans and then to the principal of LIBOR Loans (and, among such LIBOR Loans, first to those with the earliest expiring Interest Periods).
-19-

Section 2.13 | Voluntary Reduction or Termination of Aggregate Revolving Commitment Amount.

The Borrower, from time to time upon not less than 5 Business Days’ prior written notice to the Administrative Agent, may permanently reduce the Aggregate Revolving Commitment Amount; provided, however, that no such reduction shall reduce the Aggregate Revolving Commitment Amount to an amount less than the Aggregate Revolving Facility Outstanding Amount. Any such voluntary reduction shall be pro rata as to all Revolving Commitments according to each Revolving Lender’s Revolving Percentage and shall be in an aggregate amount equal to $5,000,000 or a higher integral multiple of $1,000,000. Each such reduction in the Aggregate Revolving Commitment Amount shall constitute a corresponding reduction in the Maximum Aggregate Revolving Facility Amount. The Borrower at any time prior to the Revolving Commitment Termination Date may terminate the Revolving Commitments by (i) providing to the Administrative Agent not less than 5 Business Days’ prior written notice of its intention to so terminate the Revolving Commitments and (ii) making payment in full of all Revolving Loans and all other monetary Obligations. A notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, that the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 2.19 and 9.4.

Section 2.14 | Optional Increases of Aggregate Revolving Commitment Amount.

(a) Request to Increase. Following the date hereof, and provided no Event of Default has occurred and is continuing, the Borrower may, with the consent of and in coordination with the Administrative Agent and each Lender increasing its Revolving Commitment (including any Eligible Assignee that has not been a Lender but becomes a Lender in connection therewith) as to all of the matters set forth below in this Section 2.14, from time to time propose to increase the Aggregate Revolving Commitment Amount by increasing the Revolving Commitments of one or more Lenders or by obtaining a Revolving Commitment from an Eligible Assignee that will become a Lender. The aggregate principal amount of each increase to the Aggregate Revolving Commitment Amount made pursuant to this Section 2.14 (the amount of any such increase, the “Increased Commitment Amount”) shall be equal to an integral multiple of $5,000,000. No such increase shall cause the Aggregate Revolving Commitment Amount to exceed the Maximum Aggregate Revolving Facility Amount. No more than two increases in the Aggregate Revolving Commitment Amount may be effected pursuant to this Section 2.14. No Lender shall be obligated to increase its Revolving Commitment as a result of any such request by the Borrower, but no Lender (other than the Administrative Agent, in that capacity) shall have any right to object to the allocation of any Increased Commitment Amount among the other Lenders (including any Person who will become a Lender in connection therewith).
(b) Conditions Precedent. Any increase in the Aggregate Revolving Commitment Amount under this Section 2.14 shall become effective upon the receipt by the Administrative Agent of:

(i) | An amendment, modification or joinder to this Agreement, duly signed by the Borrower, the Administrative Agent and each Lender whose Revolving Commitment will be increased and each other Lender or Eligible Assignee who has subscribed to provide a portion of the Increased Commitment Amount, modifying the definition of “Aggregate Revolving Commitment Amount” and setting forth the agreement of each Eligible Assignee to become a party to this

-20-

Agreement and to be bound by all the terms and provisions hereof. Any such amendment, modification or joinder may provide that interest or Facility Fees with respect to any Increased Commitment Amount will accrue at the rates set forth herein or at a higher rate.

(ii) | Amendments and modifications, duly executed by the Borrower and the Administrative Agent, to any other Loan Documents reasonably requested by the Administrative Agent in relation to the Increased Commitment Amount, which amendments and modifications the Administrative Agent is hereby authorized to execute and deliver on behalf of the Lenders.

(iii) | Notes, duly executed by the Borrower, as any Lender or Eligible Assignee may require.

(iv) | Evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitment Amount and the execution and delivery of the documents described in this Section 2.14.

(v) | Such opinions of counsel for the Borrower and other assurances as the Administrative Agent may reasonably request.

(vi) | Reimbursement of the Administrative Agent’s out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred in connection therewith.

(c) Adjustments. On the effective date of any Increased Commitment Amount, the Borrower shall, in coordination with the Administrative Agent, repay the outstanding Advances of certain Lenders, and incur additional Advances from certain other Lenders, in each case to the extent necessary so that all of the Lenders participate in each outstanding Loan ratably on the basis of their respective Revolving Commitments (after giving effect to any increase in the Aggregate Revolving Commitment Amount pursuant to this Section 2.14). The Borrower shall be obligated to pay to the applicable Lenders any costs of the type referred to in Section 2.19 in connection with any such repayment.
(d) Conflicts with Other Provisions. This Section 2.14 shall supersede any provisions in Section 9.2 to the contrary.

Section 2.15 | Payments Generally.

(a) Making of Payments. All payments of principal of and interest due hereunder shall be made to the Administrative Agent for the account of the applicable Lenders pro rata according to their respective Percentages of the applicable Facility. All payments of fees pursuant to Section 2.10 shall be made to the Administrative Agent for the account of the Administrative Agent or the Lenders, as specified in Section 2.10. All payments hereunder shall be made to the Administrative Agent at its office in Charlotte, North Carolina (or such other office as the Administrative Agent may designate) not later than 2:00 p.m. on the date due, in immediately available funds, without setoff or counterclaim, and funds received after that hour shall be deemed to have been received on the next following Business Day. The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s demand deposit account maintained with the Administrative Agent (or with any other Lender) for the amount of any Obligation on its due date, but the Administrative Agent’s failure to so charge any such account shall in no way affect the obligation of the Borrower to make any such payment. The Administrative Agent shall remit to each Lender in immediately available funds on the same Business Day as received by the Administrative Agent its share of all such payments received by
-21-

the Administrative Agent for the account of such Lender. All payments under Sections 2.16, 2.17 or 2.19 shall be made by the Borrower directly to the Lender entitled thereto.
(b) Effect of Payments. Each payment by the Borrower to the Administrative Agent for the account of any Lender pursuant to this Agreement shall be deemed to constitute payment by the Borrower directly to such Lender, provided, however, that in the event any such payment by the Borrower to the Administrative Agent is required to be returned to the Borrower for any reason whatsoever, then the Borrower’s obligation to such Lender with respect to such payment shall be deemed to be automatically reinstated.
(c) Assumed Payments. Unless the Administrative Agent has been notified by a Lender or the Borrower prior to the date on which such Lender or the Borrower is scheduled to make payment to the Administrative Agent of (in the case of a Lender) the proceeds of an Advance to be made by it hereunder or (in the case of the Borrower) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment by a Lender or the Borrower (as the case may be) being herein called a “Required Payment”), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may (but shall not be required to), in reliance upon such assumption, make the amount thereof available to the intended recipient on such date and, if such Lender or the Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon for each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at an annual rate (i) equal to the Federal Funds Rate for such day, in the case of a Required Payment owing by a Lender, or (ii) equal to the applicable rate of interest as provided in this Agreement, in the case of a Required Payment owing by the Borrower.
(d) Due Date Extension. Subject to subsection (b) of the definition of “Interest Period” with respect to LIBOR Loans, if any payment of principal of or interest on any Loan or any fees payable hereunder falls due on a day which is not a Business Day, then such due date shall be extended to the next following Business Day, and (in the case of principal) additional interest shall accrue and be payable for the period of such extension.
(e) Application of Payments. Except as otherwise provided herein (including as set forth in Section 7.4), (i) so long as no Default or Event of Default has occurred and is continuing hereunder, each payment received from the Borrower shall be applied to such Obligations as the Borrower shall specify by notice to be received by the Administrative Agent on or before the date of such payment; and (ii) in the absence of such notice and in any event during the continuance of any Default or Event of Default, payments received from the Borrower shall be applied, first, to payment of that portion of the Obligations then due and owing constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; second, to pay fees then due and owing under Section 2.10; third, to pay interest then due and owing with respect to the Loans; fourth, to pay principal of the Revolving Loans; and fifth, to the payment of any other Obligations in such order as the Administrative Agent shall determine in its discretion.

Section 2.16 | Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:
-22-

(i) | impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate);

(ii) | subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.17 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

(iii) | impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.
(c) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.
(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than three months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 2.17 | Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and
-23-

clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender Party entitled thereto receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c) Indemnification by the Borrower. The Borrower shall indemnify each Lender Party within 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Lender Party, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Party (with a copy to the Administrative Agent) shall be conclusive absent manifest error.
(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
(f) Treatment of Certain Refunds. If any Lender Party determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of a Lender Party will repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender Party
-24-

in the event such Lender Party is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require any Lender Party to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

Section 2.18 | Basis for Determining Interest Rate Inadequate or Unfair; Illegality.

If at any time:
(a) any Lender determines that deposits in U.S. dollars (in the applicable amounts) are not being offered in the London interbank eurodollar market; or
(b) any Lender otherwise determines that by reason of circumstances affecting the London interbank eurodollar market adequate and reasonable means do not exist for ascertaining a LIBO Rate; or
(c) any Lender determines that the Adjusted LIBO Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to that Lender of maintaining or funding its Loans, or that the making or funding of Loans based on the Adjusted LIBO Rate has become impracticable as a result of an event occurring after the date of this Agreement that in the opinion of that Lender materially affects such Loans; or
(d) any Change in Law or any change in the interpretation of applicable laws or regulations by any governmental authority, central bank, comparable agency or any other regulatory body charged with the interpretation, implementation or administration thereof, or compliance by a Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, comparable agency or other regulatory body, should make it or, in the good faith judgment of the affected Lender, shall raise a substantial question as to whether it is unlawful for such Lender to make, maintain or fund LIBOR Loans,
then (i) the affected Lender shall promptly notify the Borrower and the Administrative Agent, (ii) the obligation of the affected Lender to make or continue any LIBOR Loan, or to convert any Loan into a LIBOR Loan shall, upon the effectiveness of such event, be suspended for the duration of such condition, (iii) for the duration of such condition, any notice by the Borrower pursuant to Section 2.1, 2.2 or 2.3 requesting the affected Lender to make any LIBOR Loan, to continue any LIBOR Loan or to convert any Revolving ABR Loan into a LIBOR Loan shall be construed as a request to make (or continue) such Loan as an ABR Loan, and (iv) at the option of such Lender, the Adjusted Base Rate shall be determined without reference to the Floating LIBO Rate.

Section 2.19 | Loan Losses.

The Borrower hereby agrees that upon demand by any Lender (which demand shall be accompanied by a written statement setting forth the basis for the calculations of the amount being claimed) the Borrower will indemnify such Lender against any loss or expense which such Lender may have sustained or incurred (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain LIBOR Loans) or which such Lender may be deemed to have sustained or incurred, as reasonably determined by such Lender, (i) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with any LIBOR Loans, (ii) due to any failure of the Borrower to borrow or convert any LIBOR Loans on a date specified therefor in a notice thereof or (iii) due to any payment or prepayment of any LIBOR Loan on a date other than the last day of the applicable Interest Period for such LIBOR Loan. For this purpose, all notices under Sections 2.1, 2.2 and 2.3 shall be deemed to be irrevocable.
-25-

Section 2.20 | Right of Lenders to Fund through Other Offices.

Each Lender, if it so elects, may fulfill its agreements hereunder with respect to any LIBOR Loan by causing a foreign branch or affiliate of such Lender to make such LIBOR Loan; provided, that in such event the obligation of the Borrower to repay such LIBOR Loan shall nevertheless be to such Lender and such LIBOR Loan shall be deemed held by such Lender for the account of such branch or affiliate.

Section 2.21 | Discretion of Lenders as to Manner of Loan.

Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain all or any part of its LIBOR Loans in any manner it deems fit, it being understood, however, that for the purposes of this Agreement (including Section 2.19 hereof) all determinations hereunder shall be made as if each Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such LIBOR Loan through the purchase of deposits having a maturity corresponding to such Interest Period and bearing an interest rate equal to the appropriate Adjusted LIBO Rate for such Interest Period.

Section 2.22 | Conclusiveness of Statements; Survival of Provisions; Limited Time for Claims.

Determinations and statements of a Lender pursuant to Section 2.16, 2.17, 2.18 or 2.19 shall be conclusive absent demonstrable error. Each Lender may use reasonable averaging and attribution methods in determining compensation pursuant to such Sections 2.16, 2.17 and 2.19 and the provisions of Sections 2.16, 2.17 and 2.19 shall survive termination of this Agreement.

Section 2.23 | Nature of Lender Parties’ Obligations.

The obligations of each Lender Party hereunder are the several obligations of such Lender Party, and no Lender Party shall be responsible for the obligations of any other Lender Party hereunder, nor will the failure by any Lender Party to perform any of its obligations hereunder relieve any other Lender Party from the performance of its obligations hereunder. Nothing contained in this Agreement, and no action taken by any Lender Party pursuant hereto or in connection herewith or pursuant to or in connection with the Loan Documents shall be deemed to constitute the Lender Parties as a partnership, association, joint venture, or other entity.

Section 2.24 | Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) | Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 9.2.

(ii) | Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 7.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event

-26-

of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.24(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) | Facility Fee. Each Defaulting Lender shall be entitled to receive a Facility Fee for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of the outstanding principal amount of the Revolving Loans funded by it.

(b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
-27-

ARTICLE III
Conditions Precedent

Section 3.1 | Initial Conditions Precedent.

The obligation of the Lenders to effect any Borrowing is subject to the condition precedent that each Lender shall have received on or before the day of the first Borrowing all of the following, each dated (unless otherwise indicated) as of the date hereof, in form and substance satisfactory to each Lender:
(a) The Notes, properly executed on behalf of the Borrower.
(b) A certificate of the secretary of the Borrower (i) certifying that the execution, delivery and performance of the Loan Documents and other documents contemplated hereunder to which such corporation is a party have been duly approved by all necessary action of the Board of Directors of the Borrower, and attaching true and correct copies of the applicable resolutions granting such approval, (ii) certifying that attached to such certificate are true and correct copies of the articles of incorporation and bylaws of the Borrower and all Authorizing Orders, together with such copies, and (iii) certifying the names of the officers of the Borrower that are authorized to sign the Loan Documents and other documents contemplated hereunder, including requests for Borrowings, together with the true signatures of such officers. The Lenders may conclusively rely on such certificate until they shall receive a further certificate of the Secretary or Assistant Secretary of the Borrower canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(c) Certificates of good standing of the Borrower, dated not more than ten days before such date.
(d) A signed copies of an opinion of Paul K. Sandness, general counsel for the Borrower, substantially in the form of Exhibit E-1, and the opinion of Cohen Tauber Spievack & Wagner P.C., special counsel to the Borrower, substantially in the form of Exhibit E-2, each addressed to the Lenders.
(e) All fees required to be paid as of the date hereof pursuant to this Agreement or any Fee Letter.

Section 3.2 | Conditions Precedent to All Borrowings.

The obligation of the Lenders to effect any Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing:
(a) the representations and warranties contained in Article IV (other than Section 4.6) are correct on and as of the date of such Borrowing as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date;
(b) the Borrower has delivered to the Administrative Agent an opinion in the form of Exhibit F hereto, duly executed by the general counsel or associate general counsel of the Borrower; and
(c) no event has occurred and is continuing, or would result from such Borrowing, which constitutes a Default or an Event of Default.
-28-

ARTICLE IV
Representations and Warranties
The Borrower represents and warrants to the Lenders as follows:

Section 4.1 | Existence and Power.

The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified (i) will not permanently preclude the Borrower from maintaining any material action in any such jurisdiction even though such action arose in whole or in part during the period of such failure, and (ii) will not result in any other Material Adverse Effect. The Borrower has all requisite power and authority, corporate or otherwise, to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the Loan Documents.

Section 4.2 | Authorization of Credit Extensions; No Conflict as to Law or Agreements.

The execution, delivery and performance by the Borrower of the Loan Documents, and the borrowings from time to time hereunder, have been duly authorized by all necessary corporate action and by all necessary public utilities commissions and any other regulatory bodies having jurisdiction over the Borrower (except as noted in Schedule 4.2 to the Agreement with respect to Borrowings made after December 31, 2011), and do not and will not (i) require any consent or approval of the stockholders of the Borrower, or any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, other than Authorizing Orders set forth in Schedule 4.2 that (except as noted therein with respect to Borrowings made after December 31, 2011) have been obtained and copies of which have been delivered to the Administrative Agent pursuant to Section 3.1, (ii) violate any provision of any law, rule or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the articles of incorporation or bylaws of the Borrower, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature (other than those in favor of the Administrative Agent to secure one or more of the Obligations) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

Section 4.3 | Legal Agreements.

This Agreement and the other Loan Documents constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

Section 4.4 | Subsidiaries.

Schedule 4.4 hereto is a complete and correct list of all present Subsidiaries and of the percentage of the ownership of the Borrower or any other Subsidiary in each case as of the date of this Agreement. Except as otherwise indicated in that Schedule, all shares of each Subsidiary owned by the Borrower or by any such other Subsidiary are validly issued and fully paid and nonassessable.
-29-

Section 4.5 | Financial Condition.

The Borrower has furnished to the Lenders its audited consolidated financial statement as of December 31, 2010, and its unaudited interim financial statement as of March 31, 2011. Those financial statements fairly present the financial condition of the Borrower and its Subsidiaries on the dates thereof and the results of their operations and cash flows for the periods then ended, and were prepared in accordance with GAAP, except as expressly noted therein.

Section 4.6 | Adverse Change.

There has been no material adverse change in the business, properties or condition (financial or otherwise) of the Borrower since December 31, 2010.

Section 4.7 | Litigation.

Except as set forth in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2010, or in any document subsequently filed pursuant to Section 13, 14 or 15(d) of the Exchange Act, there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or the properties of the Borrower, before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Borrower, would have a Material Adverse Effect.

Section 4.8 | Environmental Matters.

The Borrower conducts in the ordinary course of business a review of the effect of existing Environmental Laws and existing Environmental Claims on its business, operations and properties and, as a result thereof, the Borrower has reasonably concluded that such Environmental Laws and Environmental Claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, exclusive of Environmental Claims as set forth in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2010, or in any document subsequently filed pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 4.9 | Margin Regulations.

The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any Credit Extension will be used directly or indirectly for any purpose that violates, or that would require any Lender to make any filings in accordance with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect.

Section 4.10 | Taxes.

The Borrower has filed all federal and other tax returns and reports required to be filed, and has paid all federal and other taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP and except those the failure to file or pay which would not have a Material Adverse Effect. There is no proposed tax assessment against the Borrower that would, if made, have a Material Adverse Effect.
-30-

Section 4.11 | Titles and Liens.

To the Borrower’s knowledge, without having undertaken any search of real property records for this purpose, the Borrower has good and sufficient title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, and good title to all other property and assets reflected in the Borrower’s most recent consolidated financial statements provided to the Lenders as owned by the Borrower, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and other than any sold, as permitted by Section 6.4. As of the date of this Agreement, the property of the Borrower is subject to no Liens other than a permitted pursuant to Section 6.1.

Section 4.12 | Intellectual Property.

The Borrower owns or is licensed or otherwise has the right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of its business, without conflict with the rights of any other Person, except to the extent that noncompliance would not have a Material Adverse Effect. To the knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower infringes upon any rights held by any other Person, except to the extent that noncompliance would not have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Borrower, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.

Section 4.13 | ERISA.

Each of the Borrower and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and published interpretations thereunder, except for any such failure that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.
ARTICLE V
Affirmative Covenants
So long as any Note shall remain unpaid or the Facility shall be outstanding, the Borrower will comply with the following requirements, unless the Required Lenders shall otherwise consent in writing:

Section 5.1 | Reporting.

The Borrower will deliver to each Lender:
(a) As soon as available, and in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the annual audit report of the Borrower and its Subsidiaries prepared on a consolidated basis with an unqualified opinion of independent certified public accountants selected by the Borrower and acceptable to the Required Lenders, which annual report shall include the consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, common stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, all in reasonable detail and all prepared in accordance with GAAP.
-31-

(b) As soon as available, and in any event within 120 days after the end of each fiscal year of the Borrower:

(i) | A copy of the unaudited nonconsolidated balance sheets of the Borrower at the end of such fiscal year and the related unaudited nonconsolidated statements of income, retained earnings and cash flows of the Borrower for such fiscal year, in reasonable detail, all prepared in accordance with GAAP.

(ii) | A copy of the annual audit report-regulatory basis of the Borrower with an unqualified opinion of independent certified public accountants selected by the Borrower and acceptable to the Required Lenders, which annual report shall include a copy of the balance sheet-regulatory basis of the Borrower as the end of such fiscal year and the related statements of income-regulatory basis, retained earnings-regulatory basis and cash flows-regulatory basis of the Borrower for the fiscal year then ended, all prepared in accordance with FERC Accounting Principles.

(c) As soon as available and in any event within 45 days after the end of each fiscal quarter of the Borrower, a copy of (A) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such quarter, (B) the related unaudited consolidated statements of income for such quarter, and (C) the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the year to date, all in reasonable detail and prepared in accordance with GAAP, subject to year‑end audit adjustments.
(d) As soon as available and in any event within 60 days after the end of each fiscal quarter of the Borrower, a copy of (A) the unaudited nonconsolidated balance sheets of the Borrower at the end of such quarter, (B) the related unaudited nonconsolidated statements of income for such quarter, and (C) the related unaudited nonconsolidated statements of income, retained earnings and cash flows of the Borrower for the year to date, all in reasonable detail and prepared in accordance with GAAP, subject to year-end adjustments.
(e) Concurrently with the delivery of any financial statements under paragraph (a), (b), (c) or (d), a Compliance Certificate, duly executed by the chief financial officer of the Borrower.
(f) Promptly following the issuance thereof, a copy of any Authorizing Order not previously delivered to the Administrative Agent.
(g) Promptly upon their distribution, copies of all financial statements, reports and proxy statements which the Borrower shall have sent to its stockholders.
(h) Promptly after the sending or filing thereof, copies of all regular and periodic financial reports which the Borrower shall file with the Securities and Exchange Commission or any national securities exchange.
(i) Promptly upon becoming available, copies of any reports or applications filed by the Borrower with any governmental body if such reports indicate any material change in the business, operations, affairs or condition of the Borrower, or if copies thereof are requested by any Lender.
(j) Immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the Borrower of
-32-

the type described in Section 4.7 or which seek a monetary recovery against the Borrower in excess of $10,000,000.
(k) As promptly as practicable (but in any event not later than 5 Business Days) after an officer of the Borrower obtains knowledge of the occurrence of any Default or Event of Default, notice of such occurrence, together with a detailed statement by a responsible officer of the Borrower of the steps being taken by the Borrower to cure the effect of such event.
(l) Promptly upon becoming aware of an ERISA Event, a written notice specifying the nature thereof, what action the Borrower has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the PBGC or the Department of Labor with respect thereto.
(m) Promptly upon (i) the adoption of any Pension Plan, or (ii) the adoption of any amendment to a Pension Plan, if such amendment results in a material increase in contributions or Unfunded Pension Liability, written notice specifying the nature thereof.
(n) Upon request of any Lender, copies of the most recent annual report (Form 5500 Series), including any supporting schedules, filed by the Borrower or any ERISA Affiliate with the Internal Revenue Service with respect to any Plan.
(o) Such information (in addition to that specified elsewhere in this Section) respecting the financial condition and results of operations of the Borrower as any Lender may from time to time reasonably request.

Section 5.2 | Books and Records; Inspection and Examination.

The Borrower will keep accurate books of record and account for itself in which true and complete entries will be made in accordance with GAAP and, upon request of any Lender, will give any representative of that Lender access to, and permit such representative to examine, copy or make extracts from, any and all books, records and documents in its possession, to inspect any of its properties and to discuss its affairs, finances and accounts with any of its principal officers, all at such times during normal business hours and as often as any Lender may reasonably request.

Section 5.3 | Compliance with Laws.

The Borrower will comply with the requirements of applicable laws and regulations, except any law and regulation (i) the compliance with which is contested in good faith or the subject of a bona fide dispute, and (ii) the noncompliance with which would not have a Material Adverse Effect. In addition, and without limiting the foregoing sentence, the Borrower shall (i) ensure, and cause each Subsidiary to ensure, that no Person who owns a controlling interest in or otherwise controls the Borrower or any Subsidiary is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (ii) not use or permit the use of any Credit Extension to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (iii) comply, and cause each Subsidiary to comply, with all applicable Bank Secrecy Act laws and regulations, as amended, and with the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism Act (USA Patriot Act of 2001).

Section 5.4 | Payment of Taxes and Other Claims.

The Borrower will pay or discharge, when due, (a) all taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the
-33-

date on which penalties attach thereto, (b) all federal, state and local taxes required to be withheld by it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien or charge upon any properties of the Borrower; provided, that the Borrower shall not be required to pay any such tax, assessment, charge or claim so long as (x) the amount, applicability or validity of such tax, assessment, charge or claim is being contested in good faith by appropriate proceedings or is the subject of a bona fide dispute, and (y) the Borrower has provided adequate reserves therefor in accordance with GAAP, except (with respect to any of the foregoing) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.5 | Maintenance of Properties.

Subject to transactions permitted by Sections 6.4, the Borrower shall maintain and preserve all its property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted, except to the extent that noncompliance would not have a Material Adverse Effect.

Section 5.6 | Insurance.

The Borrower shall maintain with financially sound and reputable independent insurers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as are customarily carried under similar circumstances by such other Persons, except to the extent that noncompliance would not have a Material Adverse Effect, and the Borrower will furnish any Lender upon request full information as to the insurance carried within 15 Business Days.

Section 5.7 | Preservation of Corporate Existence.

Subject to transactions permitted by Section 6.4, the Borrower shall (iv) preserve and maintain in full force and effect its corporate existence and good standing under the laws of its state or jurisdiction of incorporation; (v) preserve and maintain in full force and effect all governmental rights, privileges, qualifications, permits, licenses and franchises necessary or desirable in the normal conduct of its business; and (vi) preserve its business organization and goodwill; and (vii) preserve or renew all of its registered patents, trademarks, trade names and service marks; except, in each case, to the extent that failure to do so does not have a Material Adverse Effect.
ARTICLE VI
Negative Covenants
So long as any Note shall remain unpaid or the Facility shall be outstanding, the Borrower agrees that, without the prior written consent of the Required Lenders:

Section 6.1 | Liens.

The Borrower will not create, incur or suffer to exist any Lien in, of or on the property of the Borrower, except:
(a) Liens for taxes, assessments of governmental charges or levies on its property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings.
(b) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of
-34-

obligations not yet due and payable or remaining payable without penalty or which are being contested in good faith by appropriate proceedings.
(c) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation.
(d) Utility easements, buildings restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interference with the use thereof in the business of the Borrower.
(e) Purchase money Liens upon or in any property acquired or held by the Borrower in the ordinary course of business, provided that (i) no such Lien is created later than the 90th day following the acquisition or completion of construction of such property by the Borrower, and (ii) no such Lien extends or shall extend to or cover any property of the Borrower other than the property then being acquired, fixed improvements then or thereafter erected thereon and improvements and modifications thereto necessary to maintain such properties in working order.
(f) Liens incurred or deposits made in the ordinary course of business to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than Capitalized Leases), performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the incurrence of any Obligation.
(g) Liens resulting from judgments, unless such judgments are not bonded or otherwise discharged within 60 days; are not stayed pending appeal or otherwise being appropriately contested in good faith; or are not discharged within 45 days after expiration of any such stay.
(h) Liens created under or in connection with the Indenture as such Indenture exists on the date hereof, without regard to any waiver, amendment, modification or restatement thereof.
(i) Liens permitted under the Indenture as such Indenture exists on the date hereof, without regard to any waiver, amendment, modification or restatement thereof.
(j) Liens on any property of the Borrower (other than those described in subsection (e)) securing any indebtedness for borrowed money in existence on the date hereof and listed in Schedule 6.1 hereto.

Section 6.2 | Investments.

The Borrower will not purchase or hold beneficially any stock or other securities or evidence of indebtedness of, make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person, except:
(a) Investments in cash equivalents and short-term marketable securities pursuant to and in accordance with the terms of the Borrower’s then-current investment policy duly adopted by the Board of Directors of the Borrower.
(b) Investments in the MDU Resources Group, Inc. Benefits Protection Trust in accordance with the Borrower’s historical practices.
-35-

(c) Any existing investment by the Borrower in the voting stock, membership interests or other equity interests of any Subsidiary.
(d) Any investment by the Borrower in any Subsidiary after the date hereof, so long as (i) the entire amount of such investment is obtained from (A) the issuance of equity interests by the Borrower and/or (B) dividends or similar distributions paid to the Borrower by any other Subsidiary of the Borrower, in each case concurrent with the Borrower’s investment in such Subsidiary, and (ii) no Default or Event of Default has occurred and is continuing when such investment is actually made. In the case of any investment funded as described in clause (i)(B), the applicable dividend or distribution and the corresponding investment shall be accurately and completely reflected on the books and records of the Borrower and the applicable Subsidiaries.
(e) Consolidations, mergers and acquisitions not prohibited by Section 6.6.
(f) Travel, relocation and similar advances made to officers and employees of the Borrower in anticipation of expenses to be incurred by such officers and employees, in each case in the ordinary course of the Borrower’s business consistent with the Borrower’s past practices.
(g) Advances in the form of progress payments, prepaid rent or security deposits.
(h) Evidences of indebtedness in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business.
(i) Investments made for the purpose of economic development, so long as the aggregate value of the investments permitted by this clause (i) does not exceed $10,000,000.

Section 6.3 | Distributions.

The Borrower will not make any Distribution at any time following and during the continuance of any Default or Event of Default arising under paragraph (a), (b), (g) or (h) of Section 7.1.

Section 6.4 | Sale of Assets.

The Borrower will not lease, sell or otherwise dispose of all, or a substantial portion of, its property, assets or business (whether in one transaction or in a series of transactions) to any other Person except for sales of inventory in the ordinary course of business. For purposes of this Section, “substantial portion” means assets (including other Persons) (i) representing more than 20% of the consolidated assets of the Borrower as reflected in the most recent consolidating financial statement of the Borrower referred to in Section 4.5, or (ii) responsible for more than 15% of the consolidated net sales or the consolidated net income of the Borrower as reflected in the financial statement referred to in clause (i) above.

Section 6.5 | Transactions with Affiliates.

The Borrower shall not enter into any material transaction or arrangement or series of related transactions or arrangements that in the aggregate would be material with any Affiliate of the Borrower, except (i) transactions upon terms no less favorable to the Borrower than would obtain, taking into account all facts and circumstances, in a comparable arm’s-length transaction with a Person not an Affiliate of the Borrower, (ii) investments in Subsidiaries to the extent not prohibited by Section 6.2, (iii) Distributions to the extent not prohibited by Section 6.3, and (iv) payments required by regulatory rule or order; in the case of clauses (i), (ii) and (iii), to the extent that such payments are (x) made in the ordinary course of the Borrower’s business, (y) consistent with the Borrower’s past practices, and (z) fair and reasonable.
-36-

Section 6.6 | Consolidation and Merger.

The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all of the assets of any other Person or any existing business (whether existing as a separate entity, subsidiary, division, unit, line of business or otherwise) of any Person; provided, however, that the restrictions contained in this Section shall not apply to or prevent the consolidation or merger of any Person with, or a conveyance or transfer of its assets to, the Borrower so long as (i) no Default or Event of Default exists at the time of, or will be caused by, such consolidation, merger, conveyance or transfer, (ii) the Borrower shall be the continuing or surviving corporation, and (iii) the prior, effective written consent or approval of the board of directors or equivalent governing body of the other party to such consolidation, merger, conveyance or transfer is obtained.

Section 6.7 | Environmental Laws.

The Borrower will not cause or permit the conduct of its operations or the maintenance of any of its property to violate any Environmental Law, except to the extent that noncompliance would not have a Material Adverse Effect.

Section 6.8 | Restrictions on Nature of Business.

The Borrower will not engage in any material line of business that is significantly different from that presently engaged in by the Borrower.

Section 6.9 | Consolidated Total Leverage Ratio.

The Borrower will not at any time permit its Consolidated Total Leverage Ratio, determined as of any Covenant Compliance Date, to be greater than 0.65 to 1.

Section 6.10 | Borrower Leverage Ratio.

The Borrower will not at any time permit the Borrower Leverage Ratio, determined as of any Covenant Compliance Date, to be greater than 0.65 to 1.
ARTICLE VII
Events of Default, Rights and Remedies

Section 7.1 | Events of Default.

“Event of Default”, wherever used herein, means any one of the following events:
(a) Default in the payment of any principal of any Note when it becomes due and payable.
(b) Default in the payment of any interest on any Note when the same becomes due and payable and the continuance of such default for a period of two calendar days; or default in the payment of any fees required under Section 2.10 when the same become due and payable and the continuance of such default for a period of five calendar days.
(c) Default in the performance, or breach, of any covenant or agreement on the part of the Borrower contained in Article VI.
(d) Default in the performance, or breach, of any covenant or agreement of the Borrower in this Agreement (other than a covenant or agreement a default in whose performance
-37-

or whose breach is elsewhere in this Section specifically dealt with), and the continuance of such default or breach for a period of 30 days after the Lenders have given notice to the Borrower specifying such default or breach and requiring it to be remedied.
(e) Any representation or warranty made by the Borrower in this Agreement or by the Borrower (or any of its officers) in any certificate, instrument, or statement contemplated by or made or delivered pursuant to or in connection with this Agreement, shall prove to have been incorrect or misleading in any material respect when made.
(f) A default under the Indenture or with respect to any other Funded Debt (other than any default dealt with elsewhere in this Section) and the expiration of the applicable period of grace, if any, specified in the applicable evidence of indebtedness, indenture or other instrument; provided, however, that no Event of Default shall be deemed to have occurred under this paragraph if the aggregate amount owing as to all such indebtedness as to which such defaults have occurred and are continuing is less than $15,000,000; provided further that if such default shall be cured by the Borrower, or waived by the holders of such indebtedness, in each case prior to the commencement of any action under Section 7.2 and as may be permitted by such evidence of indebtedness, indenture or other instrument, then the Event of Default hereunder by reason of such default shall be deemed likewise to have been thereupon cured or waived.
(g) The Borrower (i) ceases or fails to be Solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any proceeding under any Debtor Relief Law with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing.
(h) (i) Any involuntary proceeding under any Debtor Relief Law is commenced or filed against the Borrower, or any writ, judgment, warrant of attachment, execution or similar process is issued or levied against a substantial part of the Borrower’s properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; or (ii) the Borrower admits the material allegations of a petition against it in any proceeding under any Debtor Relief Law, or an order for relief (or similar order under non-U.S. law) is ordered in any proceeding under any Debtor Relief Law; or (iii) the Borrower acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or similar Person for itself or a substantial portion of its property or business.
(i) A Change of Control shall occur with respect to the Borrower.
(j) The Borrower shall fail within 60 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $25,000,000, which is not stayed on appeal or otherwise being appropriately contested in good faith.
(k) (i) The occurrence of an ERISA Event or ERISA Termination Event that, in the opinion of the Required Lenders, when taken together with all other ERISA Events and ERISA Termination Events that shall have occurred, could reasonably be expected to result in a Material Adverse Effect; (ii) the commencement or increase of contributions to, or the adoption of or the amendment of, a Pension Plan by the Borrower or an ERISA Affiliate which has resulted or could reasonably be expected to result in a Material Adverse Effect; or (iii) the Borrower’s or an ERISA Affiliate’s failure to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a
-38-

Multiemployer Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect.
(l) Any governmental authority or other administrative or legal authority having regulatory jurisdiction over the Borrower takes any action which has a Material Adverse Effect on the Borrower.

Section 7.2 | Rights and Remedies.

Upon the occurrence of an Event of Default or at any time thereafter until such Event of Default is cured to the written satisfaction of the Required Lenders, the Administrative Agent may, with the consent of the Required Lenders, and shall, at the request of the Required Lenders, exercise any or all of the following rights and remedies:
(a) The Administrative Agent may, by notice to the Borrower, declare the Facility to be terminated, whereupon the same shall forthwith terminate.
(b) The Administrative Agent may, by notice to the Borrower, declare the entire unpaid principal amount of the Notes then outstanding, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such accrued interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.
(c) The Lenders may exercise any other rights and remedies available to them by law or agreement.
Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 7.1(g) or 7.1(h) hereof, the entire unpaid principal amount of the Notes then outstanding, all interest accrued and unpaid thereon, and all other amounts payable under this Agreement shall be immediately due and payable without presentment, demand, protest or notice of any kind.

Section 7.3 | Right of Setoff.

If an Event of Default shall have occurred and shall be continuing, each Lender Party and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender Party or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender Party or any such Affiliate, irrespective of whether or not such Lender Party shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender Party different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender Party and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender Party or its Affiliates may have.

Section 7.4 | Crediting of Payments and Proceeds.

If all or any portion of the Obligations have been accelerated or the Administrative Agent has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied in the following order:
-39-

(a) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such;
(b) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause payable to them);
(c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (ratably among the Lender Parties in proportion to the respective amounts described in this clause payable to them);
(d) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Advances and Hedging Obligations owed to a Lender Hedge Counterparty (ratably among the Lender Parties and Lender Hedge Counterparties in proportion to the respective amounts described in this clause held by them);
(e) fifth, to the remaining Obligations (ratably among the Lender Parties in proportion to the respective amounts described in this clause held by them); and
(f) last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable law.
ARTICLE VIII
THE ADMINISTRATIVE AGENT

Section 8.1 | Appointment and Authority.

Each of the Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall have no rights (as a third party beneficiary or otherwise) of any of such provisions. The use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section 8.2 | Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent. The term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
-40-

Section 8.3 | Exculpatory Provisions.

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i) | shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(ii) | shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii) | shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.2 and 7.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.
(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
-41-

Section 8.4 | Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 8.5 | Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub‑agents.

Section 8.6 | Resignation and Removal of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor has been so appointed by the Required Lenders and has accepted such appointment within 45 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor has been so appointed by the Required Lenders and has accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
-42-

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed), and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 9.4 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub‑agents and their Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

Section 8.7 | Non-Reliance on Administrative Agent and Other Lenders.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties 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 Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 8.8 | No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the Persons listed on the cover page hereof as “joint lead arranger,” “syndication agent” or “joint lead bookrunner” shall have any powers, duties, obligations or responsibilities under this Agreement or any of the other Loan Documents, except in any capacity, as applicable, as the Administrative Agent or a Lender.

Section 8.9 | Administrative Agent May File Proofs of Claim.

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Obligation is then due and payable and irrespective of whether the Administrative Agent has made any demand on the Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lender Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of
-43-

the Lender Parties and their respective agents and counsel and all other amounts due the Lender Parties under Sections 2.10 and 9.4) allowed in such judicial proceeding; and
(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent consents to the making of such payments directly to the Lender Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.10 and 9.4.

Section 8.10 | Collateral and Guaranty Matters.

(a) Each Lender Party hereby irrevocably authorizes the Administrative Agent to act as collateral agent of and for such Lender Party for purposes of holding, perfecting and disposing of collateral under the Loan Documents and appoints the Administrative Agent as nominal beneficiary or nominal secured party, as the case may be, under the Loan Documents and all related UCC financing statements. Without limiting the foregoing, the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

(i) | to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents, or (C) subject to Section 9.2, if approved, authorized or ratified in writing by the Required Lenders;

(ii) | to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.1(e); and

(iii) | to release any guarantor from its obligations under any guaranty of the Obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any guarantor from its obligations pursuant to this Section 8.10.
(b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of any collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower in connection therewith, nor shall the Administrative Agent be responsible or liable to any Lender Party for any failure to monitor or maintain any portion of the collateral.
-44-

ARTICLE IX
Miscellaneous

Section 9.1 | No Waiver; Cumulative Remedies.

No failure or delay on the part of any Lender Party in exercising any right, power or remedy under the Loan Documents shall operate as a waiver thereof; nor shall any acceptance of payments while any Default or Event of Default is outstanding operate as a waiver of such Default or Event of Default, or any right, power or remedy under the Loan Documents; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under the Loan Documents. The remedies provided in the Loan Documents are cumulative and not exclusive of any remedies provided by law.

Section 9.2 | Amendments, Etc.

No amendment or waiver of any provision of any Loan Document or consent to any departure by the Borrower therefrom shall be effective unless the same shall be in writing and signed by the Required Lenders (or by the Administrative Agent with the consent or at the request of the Required Lenders), and, if the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent. Notwithstanding the foregoing, no amendment, modification, termination, waiver or consent shall do any of the following unless the same shall be in writing and signed by the Administrative Agent and each Lender affected thereby (and, as to clauses (d) and (f) hereof, all Lenders shall be deemed affected): (a) change the amount of any Commitment (except as permitted in accordance with Section 2.13, 2.14 or 9.6(b)), (b) reduce the amount of any principal, interest fees or other amounts payable to a Lender under any Loan Document, (c) postpone any date fixed for, or reduce the amount of, any payment of principal, interest, fees or other amounts payable to a Lender under any Loan Document, (d) change the definition of “Required Lenders,” (e) amend Section 7.4 in a manner that would alter the ratable sharing of payments provided thereby, or (f) amend this Section 9.2 or any other provision of this Agreement requiring the consent or other action of the Required Lenders or any particular Lender. Notwithstanding anything to the contrary herein, no Lender who is at the time a Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (y) the Commitment of such Lender may not be increased or extended without the consent of such Lender, and (z) without the consent of all Defaulting Lenders, no amendment may be effected that has an adverse impact on the Defaulting Lenders (as a class) that is materially different than the impact of such amendment on the Non-Defaulting Lenders. Any waiver shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

Section 9.3 | Notices; Distribution of Information Via Electronic Means.

(a) Use of Platform to Distribute Communications. The Administrative Agent may make any material delivered by the Borrower to the Administrative Agent, as well as any amendments, waivers, consents, and other written information, documents, instruments and other materials relating to the Borrower, or any of its Subsidiaries, or any other materials or matters relating to any Loan Documents, or any of the transactions contemplated hereby or thereby (collectively, the “Communications”) available to the Lender Parties by posting such notices on an electronic delivery system such as IntraLinks or a substantially similar electronic system (the “Platform”). The Platform is provided “as is” and “as available,” and neither the Administrative Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of the Communications posted on the Platform. The Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the
-45-

Communications posted on the Platform. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates in connection with the Platform.
(b) Notice by Electronic Means. Each Lender agrees (i) on or before the date it becomes a party to this Agreement, to notify the Administrative Agent in writing of the e-mail addresses to which a notice under this Agreement (herein, a “Notice”) may be sent to it and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for it, and (ii) that any Notice may be sent to such e-mail addresses. Each Lender agrees that an e‑mail message notice to it (as provided in the previous sentence) specifying that any Communication has been posted to the Platform shall for purposes of this Agreement constitute effective delivery to such Lender of such information, documents or other materials comprising such Communication.
(c) Notices By Other Means. Except as otherwise expressly provided herein, all notices, requests, demands and other communications provided for under the Loan Documents shall be in writing (including facsimile transmission or email) and shall be sent to the applicable party at its address, e-mail address or facsimile number set forth on Exhibit A or on any Administrative Questionnaire, or as to each party, at such other address, e-mail address or facsimile number as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 9.3. All such notices, requests, demands and other communications shall be effective (i) when received, if sent by facsimile, email, hand delivery or overnight courier, or (ii) three Business Days after the date when sent by registered or certified mail, postage prepaid; provided, however, that notices or requests to the Administrative Agent or any Lender pursuant to any of the provisions of Article II shall not be effective until received by the Administrative Agent or such Lender.

Section 9.4 | Expenses; Indemnity; Damage Waiver

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out‑of‑pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender and specifically including allocated costs of in-house counsel if not duplication of the services of outside counsel) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 9.4, or (B) in connection with the Obligations, including all such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of the Obligations.
(b) Indemnification by the Borrower. The Borrower shall indemnify each Lender Party and each Affiliate of any Lender Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and specifically including allocated costs of in-house counsel if not duplication of the services of outside counsel) incurred by any Indemnitee or asserted against any Indemnitee by any third party or the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or
-46-

instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) the Loans or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Borrower or its Subsidiaries, or any liability arising from any alleged breach of Environmental Laws related in any way to the Borrower or its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against an Indemnitee for breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 9.4 to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Affiliate of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Affiliate, as the case may be, such Lender’s Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Affiliate of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.23.
(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.
(e) Payments. All amounts due under this Section 9.4 shall be payable promptly after demand therefor.
(f) Survival. The agreements in this Section 9.4 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination in full of all of the Commitments and the payment, satisfaction or discharge in full of all the other Obligations.

Section 9.5 | Execution in Counterparts.

This Agreement and the other Loan Documents may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts of
-47-

this Agreement or such other Loan Document, as the case may be, taken together, shall constitute but one and the same instrument.

Section 9.6 | Successors and Assigns; Register.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder, except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a Lien subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Affiliates of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) | Minimum Amounts.

(A) | In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, no minimum amount need be assigned.

(B) | In any case not described in paragraph (b)(i)(A) of this Section, (i) through the Revolving Commitment Termination Date, the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of such Trade Date) shall not be less than 25% of the Aggregate Revolving Commitment Amount then in effect, and (ii) thereafter, the principal outstanding balance of the Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of such Trade Date) shall not be less than $5,000,000.

(ii) | Required Consents. No consent shall be required for any assignment except as follows:

(A) | the consent of the Borrower (such consent not to be unreasonably

-48-

withheld or delayed) shall be required unless (x) a Default or Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof.

(B) | The consent of the Administrative Agent shall be required for assignments in respect of a Facility if such assignment is to a Person that is not a Lender.

(iii) | Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iv) | No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(v) | No Assignment to Natural Persons. No such assignment shall be made to a natural person.

(vi) | Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
-49-

interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.16, 9.4(a) and 9.4(b) with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.
(c) Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 9.6(c), to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of any Commitment of such Lender and the rights to the principal of, and interest on, any Loan shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment or Loan shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 9.6(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Commitment, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 9.6(c).
(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, the Borrower, or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (i) forgive any indebtedness of the Borrower under this Agreement or the Notes, (ii) agree to reduce the rate of interest charged under this Agreement, or (iii) agree to extend the final maturity of any
-50-

indebtedness evidenced by the Notes, except as expressly provided by the terms of the Loan Documents, in each case to the extent that such amendment, modification or waiver would affect such Participant. Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.3 as though it were a Lender, provided such Participant agrees to be subject to Section 9.7 as though it were a Lender.
(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.16 and 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.
(f) Certain Pledges. Any Lender may at any time pledge or assign a Lien in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.7 | Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

Section 9.8 | Disclosure of Information.

The Administrative Agent and the Lenders shall keep confidential (and cause their respective officers, directors, employees, agents and representatives to keep confidential) all information, materials and documents furnished by the Borrower, the Administrative Agent or the Lenders (the “Disclosed Information”). Notwithstanding the foregoing, the Administrative Agent and each Lender may disclose Disclosed Information (i) to the Administrative Agent, any other Lender or any Affiliate of any Lender; (ii) to legal counsel, accountants and other professional advisors to the Administrative Agent or such Lender; (iii) to any regulatory body having jurisdiction over any Lender or the Administrative Agent; (iv) to the extent required by applicable laws and regulations or by any subpoena or similar legal process, or requested by any governmental agency or authority; (v) to the extent such Disclosed Information (A) becomes publicly available other than as a result of a breach of this Agreement, (B) becomes available to the Administrative Agent or such Lender on a non-confidential basis from a source other than the Borrower or a Subsidiary, or (C) was available to the Administrative Agent or such Lender on a non-confidential basis prior to its disclosure to the Administrative Agent or such Lender by the Borrower or a Subsidiary; (vi) to the extent the Borrower or such Subsidiary shall have consented to such disclosure in
-51-

writing; (vii) to the extent reasonably deemed necessary by the Administrative Agent or any Lender in the enforcement of the remedies of the Administrative Agent and the Lenders provided under the Loan Documents; or (viii) in connection with any potential assignment or participation in the interest granted hereunder, provided that any such potential assignee or participant shall have executed a confidentiality agreement imposing on such potential assignee or participant substantially the same obligations as are imposed on the Administrative Agent and the Lenders under this Section 9.8.

Section 9.9 | Governing Law.

The Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 9.10 | Consent to Jurisdiction.

Each of the Borrower, the Administrative Agent and the Lenders irrevocably (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement or any other Loan Document shall be brought in a court of record in Hennepin County in the State of Minnesota or in the courts of the United States located in such State, (ii) consents to the jurisdiction of each such court in any suit, action or proceeding, (iii) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law after all appeals have been exhausted.

Section 9.11 | Waiver of Jury Trial.

THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT AND THE NOTES OR THE RELATIONSHIPS ESTABLISHED HEREUNDER.

Section 9.12 | Severability of Provisions.

Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

Section 9.13 | Prior Agreements.

This Agreement and the other Loan Documents and related documents described herein restate and supersede in their entirety any and all prior agreements and understandings, oral or written, between the Lenders and the Borrower.

Section 9.14 | Other Financing.

If at any time from and after the effective date of this Agreement, the Borrower shall enter into any trust indenture, credit agreement or other agreement for, relating to, or amending any terms or conditions applicable to any unsecured indebtedness in an amount not less than $15,000,000, the Borrower shall promptly so advise the Administrative Agent. Thereupon, if the Required Lenders shall determine that such trust indenture, credit agreement or other agreement includes covenants reasonably determined by the Required Lenders to be more restrictive than those set forth in Articles V and VI, or defaults reasonably determined by the Required Lenders to be less favorable to the Borrower than those set forth
-52-

in Article VII, and shall request by notice to the Borrower, the Borrower shall enter into an amendment to this Agreement providing for substantially the same such covenants and defaults as those provided for in such trust indenture, credit agreement or other agreement, to the extent required and as may be selected by the Required Lenders, such amendment to remain in effect for the entire duration of the term to maturity of such indebtedness (to and including the date to which the same may be extended); provided, however, that if any such trust indenture, credit agreement or other agreement shall be modified, supplemented, amended or terminated so as to modify, amend or eliminate such trust indenture or other agreement or any such covenant, term, condition or default so made a part of this Agreement, then, the Borrower shall give the Administrative Agent and the Lenders prompt notice thereof and such modification, supplement or amendment shall operate to modify, amend or eliminate such covenants, term, condition or default as so made a part of this Agreement. Notwithstanding the foregoing, in no event shall this Section 9.14 be construed so as to require the Borrower at any time to grant any Lien in favor of the Administrative Agent or the Lenders hereunder.

Section 9.15 | Termination of Existing Credit Facility.

Upon execution and delivery of this Agreement by each of the parties hereto and satisfaction of the conditions precedent set forth in Section 3.1, (i) the Existing Credit Facility shall be deemed terminated, and (ii) no Lender (as defined in the Existing Credit Agreement) shall have any further obligation with respect to the Existing Credit Facility. Notwithstanding the foregoing, the Borrower shall continue to have the obligation to pay any principal, interest, fees and other amounts remaining unpaid under the Existing Credit Facility, and the Lenders shall have no obligation to effect any Borrowing hereunder until such amounts have been paid in full or unless such amounts are paid in full by the proceeds of the first Borrowing hereunder.

Section 9.16 | Headings.

Article and Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
Signature pages follow.
-53-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

| MDU RESOURCES GROUP, INC. By /s/ Doran N. Schwartz Doran N. Schwartz
| Its Vice President and Chief Financial Officer

Signature Page to MDU Resources Group, Inc. Credit Agreement

| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender By /s/ Keith Luettel
| Its Keith Luettel
| Vice President
| Wells Fargo Bank, National Association

Signature Page to MDU Resources Group, Inc. Credit Agreement

| UNION BANK, N.A. /s/ Eric Otieno By Eric Otieno
| Its Assistant Vice President

Signature Page to MDU Resources Group, Inc. Credit Agreement

| PNC BANK, NATIONAL ASSOCIATION By /s/Susan J. Dimmick
| Its Senior Vice President

Signature Page to MDU Resources Group, Inc. Credit Agreement

| U.S. BANK NATIONAL ASSOCIATION By /s/ John Prigge
| Its John Prigge
| Vice President

Signature Page to MDU Resources Group, Inc. Credit Agreement

EXHIBITS AND SCHEDULES

Exhibit A | Commitments and Addresses

Exhibit B | Form of Revolving Note

Exhibit C | Form of Compliance Certificate

Exhibit D | Assignment Certificate

Exhibit E-1 | Form of General Counsel Opinion

Exhibit E-2 | Form of Cohen Tauber Spievack & Wagner P.C. Opinion

Exhibit F | Form of Borrowing Opinion

Schedule 4.2 | Authorizing Orders

Schedule 4.4 | Subsidiaries

Schedule 6.1 | Permitted Liens

Exhibit A
REVOLVING COMMITMENTS AND ADDRESSES

Name | Revolving Commitment | Notice Address
MDU Resources Group, Inc. | N/A | 1200 West Century Avenue Bismarck, ND 58503 Attention: Doug Mahowald, Treasurer Telecopier: 701-530-1734 E-Mail: Doug.Mahowald@MDUResources.com
Wells Fargo Bank, National Association, as Administrative Agent | N/A | 1525 W WT Harris Boulevard Mail Code: D1109-019 Attention: Syndication Agency Services Charlotte, NC 28262 Telecopier: 704-590-2790 E-Mail: cathy.burke@wachovia.com with a copy to: MAC N9305-070 90 South Seventh Street Minneapolis, MN 55402 Attention: Patrick McCue Telecopier: 612-316-0506 E-Mail: patrick.mccue@wellsfargo.com
Wells Fargo Bank, National Association, as a Lender | $27,500,000 | MAC N9305-070 90 South Seventh Street Minneapolis, MN 55402 Attention: Patrick McCue Telecopier: 612-316-0506 E-Mail: patrick.mccue@wellsfargo.com
Union Bank, N.A. | $27,500,000 | 445 S. Figueroa Street, 15th Floor Los Angeles, CA 90071 Attention: Kevin Zitar Telecopier: 213-236‐4096 E-Mail: kevin.zitar@unionbank.com
PNC Bank NA | $22,500,000 | Three PNC Plaza 225 Fifth Avenue 4th Floor Pittsburgh PA 15222 Attention: Susan Dimmick Telecopier: 412-705-3232 E-Mail: Susan.dimmick@pnc.com
U.S. Bank National Association | $22,500,000 | 800 Nicollet Mall Minneapolis, MN 55402 Attention: John Prigge Telecopier: 612-303-2265 E-Mail: John.prigge@usbank.com

Exhibit B
PROMISSORY NOTE

$_____________________________ |  | ________________, 20__

For value received, MDU Resources Group, Inc., a Delaware corporation (the “Borrower”), promises to pay to the order of ________________________________ (the “Lender”), at such place as the Administrative Agent under the Credit Agreement defined below may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of _____________________________ ($_____________________________), or so much thereof as is advanced by the Lender to the Borrower pursuant to Section 2.1 of the Credit Agreement dated May 26, 2011 among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and various Lenders, including the Lender (together with all amendments, modifications and restatements thereof, the “Credit Agreement”), and to pay interest on the principal balance of this Note outstanding from time to time at the rate or rates determined pursuant to the Credit Agreement.
This Note is issued pursuant to, and is subject to, the Credit Agreement, which provides (among other things) for the amount and date of payments of principal and interest required hereunder, for the acceleration of the maturity hereof upon the occurrence of an Event of Default (as defined therein) and for the voluntary prepayment hereof. This Note is a Note, as defined in the Credit Agreement.
The Borrower shall pay all costs of collection, including reasonable attorneys’ fees and legal expenses, if this Note is not paid when due, whether or not legal proceedings are commenced.
Presentment or other demand for payment, notice of dishonor and protest are expressly waived.

| MDU RESOURCES GROUP, INC. By _________________________________
| Its _______________________________

Exhibit C
COMPLIANCE CERTIFICATE

| __________________________, ______

Wells Fargo Bank, National Association
MAC N9305-031
Minneapolis, Minnesota 55479
The Lenders, as defined in the Credit Agreement described below
Compliance Certificate
Ladies and Gentlemen:
Reference is made to the Credit Agreement (the “Credit Agreement”) dated May 26, 2011 entered into among MDU Resources Group, Inc. (the “Borrower”), Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders, as defined therein.
All terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings given them in the Credit Agreement.
This is a Compliance Certificate submitted in connection with the Borrower’s financial statements (the “Statements”) as of _____________________, _______ (the “Effective Date”).
I hereby certify to you as follows:

1. | I am the chief financial officer of the Borrower, and I am familiar with the financial statements and financial affairs of the Borrower.

2. | The Statements have been prepared in accordance with GAAP, except for any portion thereof provided pursuant to Section 5.1(b)(ii), which have been prepared in accordance with FERC Accounting Principles.

3. | The computations attached hereto have been prepared in accordance with GAAP and set forth the Borrower’s compliance or non-compliance with the requirements set forth in the Financial Covenants as of the Effective Date. Such computations below have been prepared from, and on a basis consistent with, the Statements. Further attached hereto are all relevant facts in reasonable detail to evidence, and the computations of, the financial covenants referred to above.

4. | I have no knowledge of the occurrence of any Default or Event of Default under the Credit Agreement, except as set forth in the attachments, if any, hereto.

| Very truly yours,

Attachment to Compliance Certificate
MDU Resources Group, Inc.
Effective Date: _______________

Section 6.11 Consolidated Total Leverage Ratio | Actual |  | Required
Funded Debt of Borrower and all Subsidiaries (consolidated): |  |  |
(i) indebtedness for borrowed money | $_______ |  |
(ii) other indebtedness evidenced by notes, etc. | $_______ |  |
(iii) capitalized lease obligations | $_______ |  |
(iv) non-recourse secured obligations | $_______ |  |
(v) letters of credit, etc. | $_______ |  |
(vi) sale-and-leaseback arrangements | $_______ |  |
(vii) interest rate/currency agreements | $_______ |  |
(viii) guaranty obligations | $_______ |  |
Total | $_______ |  |
Capitalization of Borrower and Subsidiaries (consolidated) | $_______ |  |
Total Funded Debt : Capitalization |  | ____: 1 | ≤ 0.65 : 1
Section 6.12 Borrower Leverage Ratio |  |  |
Funded Debt of Borrower alone (including divisions but excluding Subsidiaries)
(i) indebtedness for borrowed money | $_______ |  |
(ii) other indebtedness evidenced by notes, etc. | $_______ |  |
(iii) capitalized lease obligations | $_______ |  |
(iv) non-recourse secured obligations | $_______ |  |
(v) letters of credit, etc. | $_______ |  |
(vi) sale-and-leaseback arrangements | $_______ |  |
(vii) interest rate/currency agreements | $_______ |  |
(viii) guaranty obligations | $_______ |  |
Total | $_______ |  |
Capitalization of Borrower alone (including divisions but excluding Subsidiaries) | $_______ |  |
Borrower Funded Debt : Capitalization |  | ____: 1 | ≤ 0.65 : 1

Exhibit D
Assignment and Assumption
This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1. | Assignor[s]: |
2. | Assignee[s]: |

__________________________

1 | For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
2 | For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.
3 | Select as appropriate.
4 | Include bracketed language if there are either multiple Assignors or multiple Assignees.

3. | Borrower(s): ______________________________

4. | Administrative Agent: ______________________, as the administrative agent under the Credit Agreement

5. | Credit Agreement: Credit Agreement dated as of May 26, 2011 among MDU Resources Group, Inc., the Lenders parties thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto

6. | Assigned Interest[s]:

Assignor[s]5 | Assignee[s]6 | Facility Assigned 7 | Aggregate Amount of Commitment/ Loans for all Lenders 8 | Amount of Commitment/ Loans Assigned 8 | CUSIP Number
|  |  | $ | $ |
|  |  | $ | $ |
|  |  | $ | $ |

[7. | Trade Date: ______________]9

__________________________

5 | List each Assignor, as appropriate.
6 | List each Assignee, as appropriate.
7 | Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term Loan Commitment,” etc.)
8 | Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
9 | To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR[S]10
[NAME OF ASSIGNOR]
By:______________________________
Title:
[NAME OF ASSIGNOR]
By:______________________________
Title:
ASSIGNEE[S]11
[NAME OF ASSIGNEE]
By:______________________________
Title:
[NAME OF ASSIGNEE]
By:______________________________
Title:
[Consented to and]12 Accepted:
[NAME OF ADMINISTRATIVE AGENT], as
Administrative Agent
By_________________________________
Title:
[Consented to:]13
__________________________

10 | Add additional signature blocks as needed.
11 | Add additional signature blocks as needed.
12 | To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

[NAME OF RELEVANT PARTY]
By________________________________
Title:
__________________________

13 | To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Letter of Credit Issuer) is required by the terms of the Credit Agreement.

ANNEX 1
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.6(b)(iv) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.6(b)(ii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, 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 action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit E-1
___________, 2011
Wells Fargo Bank, National Association, as
Administrative Agent and as a Lender,
and the Other Financial Institutions Listed on
Schedule A Hereto
Ladies and Gentlemen:
I am the General Counsel of MDU Resources Group, Inc., a Delaware corporation (the “Company”), and in such capacity, I am familiar with (a) the negotiation, preparation, execution and delivery of that certain Credit Agreement, dated as of May 26, 2011 (the “Agreement”), by and among the Company, the several financial institutions from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, and (b) the negotiation, preparation, execution and delivery of the other Loan Documents listed on Schedule B hereto (together with the Agreement, the “Loan Documents”). This opinion is furnished to you pursuant to Section 3.1(d) of the Agreement and at the instruction of the Company. All capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Agreement.
For the purpose of rendering the opinions contained herein, I have examined and reviewed the Agreement and the other Loan Documents. I have also examined the originals, or copies certified to my satisfaction, of the Restated Certificate of Incorporation and By-Laws of the Company, resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of the Agreement and the other Loan Documents, and such other corporate records of the Company and agreements, instruments and other documents as I have deemed necessary as a basis for the opinions expressed below. In my examination, I have assumed the genuineness of all signatures, other than the signatures of the Company on the Loan Documents to which it is a party, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals and the conformity with original documents of all documents submitted to me as certified or photostatic copies. I have also assumed, with your consent, the due execution and delivery, pursuant to due authorization, of the Agreement by all parties thereto other than the Company and the validity and binding effect of the Agreement upon such parties.
As to any facts that I did not independently establish or verify, I have relied without independent investigation upon statements, representations and certificates of officers of the Company and as to the matters addressed therein, upon certificates or communications from public officials. As used herein, the phrase “to my knowledge” with respect to the existence or absence of facts is intended to signify that, while I have made no specific inquiry or other independent examination to determine the existence or absence of such facts, no factual information has come to my attention which causes me to believe that such facts are not accurate.
Based on and subject to the foregoing and upon such investigation as I have deemed necessary, and subject to the qualifications set forth below, it is my opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware.
2. The Company is duly qualified as a foreign corporation to transact business and is in good standing in Minnesota, Montana, North Dakota and South Dakota, and is not required, whether

by reason of ownership or leasing of property or the conduct of its business, to be qualified in any other jurisdiction, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
3. The Company has the corporate power and authority to execute, deliver and perform its obligations under the Agreement and the other Loan Documents applicable to it, and has all requisite corporate power and authority, licenses and permits to own its assets and to carry on its business as currently conducted and as contemplated to be conducted by the Agreement.
4. The execution, delivery and performance by the Company of the Agreement and each of the other Loan Documents to which it is a party have been duly authorized by all necessary corporate action and by all necessary public utility commissions and other regulatory bodies having jurisdiction over the Company (except as noted in Schedule 4.2 of the Agreement with respect to Borrowings made after December 13, 2012), and each of the Agreement and the other Loan Documents has been duly executed and delivered by the Company.
5. The execution, delivery and performance by the Company of the Agreement and of the other Loan Documents to which it is a party do not and will not (a) require any consent or approval of the stockholders of the Company or any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, other than Authorizing Orders set forth in Schedule 4.2 to the Agreement that (except as noted therein with respect to Borrowings made after December 13, 2012) have been obtained and are in full force and effect, (b) violate any provision of any law, rule or regulation or any order, writ, injunction or decree presently in effect having applicability to the Company or the Restated Certificate of Incorporation or By-Laws of the Company, (c) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Company is a party or by which its properties may be bound or affected, or (d) except as provided therein, result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of its properties.
6. Except as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, or in any document subsequently filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act, there are no actions, suits or proceedings pending or, to my knowledge, threatened against or affecting the Company or the properties of the Company before any court or governmental department, commission, board, bureau, agency or instrumentality, which, if determined adversely to the Company, would have a Material Adverse Effect.
The opinions expressed herein are limited to the laws of the State of North Dakota and the General Corporation Law of the State of Delaware. I am a member of the Minnesota and North Dakota Bars and do not hold myself out as an expert on the laws of the States of Montana, South Dakota or Wyoming, but have made a study through counsel located in such jurisdictions or otherwise of the laws of such jurisdictions insofar as such laws are involved in the conclusions expressed in this opinion. Insofar as the opinions expressed herein relate to the General Corporation Law of the State of Delaware, or the federal laws of the United States of America, I have relied with your consent on the opinion, of even date herewith, of Cohen Tauber Spievack & Wagner P.C.
This opinion is intended solely for your use and is rendered solely in connection with the Agreement and the other Loan Documents, and without my written consent may not be (a) relied upon by you for any other purpose, or (b) relied upon by any other person or entity for any purpose, except that Cohen Tauber Spievack & Wagner P.C., special counsel to the Company, may rely on the opinions expressed herein in rendering to you their opinion of even date herewith. The opinions expressed above are limited to the law and facts in effect on the date hereof. I disclaim any obligation to advise you of

facts, circumstances, events or developments which hereafter may be brought to my attention and which might alter, affect or modify the opinions expressed herein.
I hereby consent to reliance by the Administrative Agent and the Lenders now or hereafter parties to the Agreement on the opinions expressed herein.
Very truly yours,

Exhibit E-2
___________, 2011
Wells Fargo Bank, National Association, as
Administrative Agent and as a Lender,
and the Other Financial Institutions Listed on
Schedule A Hereto
Ladies and Gentlemen:
We have acted as special counsel for MDU Resources Group, Inc., a Delaware corporation (the “Company”), in connection with (a) the negotiation, preparation, execution and delivery of that certain Credit Agreement, dated as of May 26, 2011 (the “Agreement”), by and among the Company, the several financial institutions from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, and (b) the negotiation, preparation, execution and delivery of the other Loan Documents listed on Schedule B hereto (together with the Agreement, the “Loan Documents”). This opinion is furnished to you pursuant to Section 3.1(d) of the Agreement and at the instruction of the Company. All capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Agreement.
For the purpose of rendering the opinions contained herein, we have examined and reviewed the Agreement and the other Loan Documents. We have also examined the originals, or copies certified to our satisfaction, of the Restated Certificate of Incorporation and By-Laws of the Company, resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of the Agreement and the other Loan Documents, and such other corporate records of the Company and agreements, instruments and other documents as we have deemed necessary as a basis for the opinions expressed below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with original documents of all documents submitted to us as certified or photostatic copies. We have also assumed, with your consent, the due execution and delivery, pursuant to due authorization, of the Agreement by all parties thereto other than the Company and the validity and binding effect of the Agreement upon such parties. As to any facts that we did not independently establish or verify, we have relied without independent investigation upon statements, representations and certificates of officers of the Company and as to the matters addressed therein, upon certificates or communications from public officials.
Based on and subject to the foregoing and upon such investigation as we have deemed necessary, and subject to the qualifications set forth below, it is our opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware.
2. The Company has the corporate power and authority to execute, deliver and perform its obligations under the Agreement and the other Loan Documents applicable to it.
3. The execution, delivery and performance by the Company of the Agreement and each of the other Loan Documents to which it is a party have been duly authorized by all necessary corporate action, and each of the Agreement and the other Loan Documents has been duly executed and delivered by the Company.

4. The execution, delivery and performance by the Company of the Agreement and of the other Loan Documents to which it is a party do not and will not (a) require any consent or approval of the stockholders of the Company or any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, other than Authorizing Orders set forth in Schedule 4.2 to the Agreement that (except as noted therein with respect to Borrowings made after December 31, 2012) have been obtained and are in full force and effect, or (b) violate any provision of any law, rule or regulation or any order, writ, injunction or decree presently in effect having applicability to the Company or the Restated Certificate of Incorporation or By-Laws of the Company.
5. Each of the Agreement and each of the Loan Documents to which the Company is a party constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its respective terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally and of general principles of equity (regardless of whether applied in a proceeding in equity or at law), except that we express no opinion as to (a) Section 7.3 of the Agreement, (b) the enforceability of rights to indemnify under federal or state securities laws, or (c) the enforceability of waivers of the parties of their respective rights and remedies under law.
This opinion is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America. We express no opinion as to the laws of any other jurisdiction.
In rendering this opinion, we have relied as to all matters of Minnesota, Montana, North Dakota, South Dakota and Wyoming law, as to matters addressed therein, with your consent, upon the opinion of Paul K. Sandness, Bismarck, North Dakota, the General Counsel of the Company.
This opinion is intended solely for your use and is rendered solely in connection with the Agreement and the other Loan Documents, and without our written consent may not be (a) relied upon by you for any other purpose, or (b) relied upon by any other person or entity for any purpose, except that Paul K. Sandness may rely on the opinions expressed herein in rendering to you his opinion of even date herewith.
The opinions expressed above are limited to the law and facts in effect on the date hereof. We disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which might alter, affect or modify the opinions expressed herein.
We hereby consent to reliance by the Administrative Agent and the Lenders now or hereafter parties to the Agreement on the opinions expressed herein.
Very truly yours,

Exhibit F
BORROWING OPINION
___________, 200__
Wells Fargo Bank, National Association, as
Administrative Agent
Ladies and Gentlemen:
I am [Associate] General Counsel to MDU Resources Group, Inc., a Delaware corporation (the “Borrower”), and have represented the Borrower in connection with its execution and delivery of the Credit Agreement among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the other financial institutions party thereto, dated as of May 26, 2011 (the “Agreement”), and in connection with the request of the Borrower under the Agreement for a borrowing in the principal amount of $___________ to be effected on ___________, 200__ (the “Borrowing”). This opinion is being delivered to the Administrative Agent pursuant to Section 3.2(b) of the Agreement. All capitalized terms used and not otherwise defined herein have the meanings ascribed thereto in the Agreement.
I have examined the Loan Documents and such other matters of fact and law that I have deemed necessary in order to render this opinion. In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of such latter documents.
Based upon the foregoing, it is my opinion that:
1. The Borrowing has been duly authorized by the Borrower’s Board of Directors pursuant to resolutions adopted thereby on ____________, which authority remains in full force and effect on the date hereof.
2. No authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, other than the Authorizing Orders which have been obtained and are in full force and effect and copies of which Authorizing Orders have been delivered to the Administrative Agent, is required in connection with the Borrowing.
3. Without limiting the generality of the foregoing, the Borrowing complies with all applicable requirements of each applicable resolution of the Borrower’s Board of Directors and each applicable Authorizing Order, including but not limited to any applicable limitation on the aggregate amount of short-term or long-term debt that the Borrower may have outstanding at any one time and any limitation on the rate of interest that may be applicable thereto.
I am a member of the North Dakota Bar and do not hold myself out as an expert on the laws of any other state, but I have made a study of the laws of such states insofar as such laws are involved in the conclusions stated in this opinion.

This opinion is rendered to you in connection with the above-described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon by or furnished to any other person, firm or corporation without my prior written consent.
Very truly yours,

Schedule 4.2
Authorizing Orders
MDU Resources Group, Inc. MDU Resources Group, Inc. (“MDU”) received authorization to issue up to $150,000,000 of short-term promissory notes representing bank borrowings and/or in the form of commercial paper from the following regulatory commissions:

a. | By an order dated December 1, 2010, MDU received authorization from the Federal Energy Regulatory Commission (FERC) in Docket No. ES11-3-000. This FERC authorization is effective from December 13, 2010 through December 13, 2012.

b. | By an order dated November 16, 2010, MDU received authorization from the Montana Public Service Commission in Docket No.D2010.11.103, Order No. 7119. This Montana authorization is effective from January 1, 2011 to December 31, 2012.

No further consent, approval, waiver, order or authorization of, or registration, qualification, declaration, or filings with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality is required.

Schedule 4.4
SUBSIDIARIES

1. | Alaska Basic Industries, Inc., an Alaska corporation, 100%

2. | Ames Sand & Gravel, Inc., a North Dakota corporation, 100%

3. | Anchorage Sand and Gravel Company, Inc., an Alaska corporation , 100%

4. | Baldwin Contracting Company, Inc., a California corporation, 100%

5. | BEH Electric Holdings, LLC, a Nevada limited liability company, 100%

6. | Bell Electrical Contractors, Inc., a Missouri corporation, 100%

7. | Bitter Creek Pipelines, LLC, a Colorado limited liability company, 100%

8. | BMH Mechanical Holdings, LLC, a Nevada limited liability company, 100%

9. | Bombard Electric, LLC, a Nevada limited liability company, 100%

10. | Bombard Mechanical, LLC, a Nevada limited liability company, 100%

11. | Capital Electric Construction Company, Inc., a Kansas corporation, 100%

12. | Capital Electric Line Builders, Inc., a Kansas corporation, 100%

13. | Cascade Natural Gas Corporation, a Washington corporation, 100%

14. | Centennial Energy Holdings, Inc., a Delaware corporation, 100%

15. | Centennial Energy Resources International, Inc., a Delaware corporation, 100%

16. | Centennial Energy Resources LLC, a Delaware limited liability company, 100%

17. | Centennial Holdings Capital LLC, a Delaware limited liability company, 100%

18. | Central Oregon Redi-Mix, L.L.C., an Oregon limited liability company, 78%

19. | CGC Resources, Inc., a Washington corporation, 100%

20. | Concrete, Inc., a California corporation, 100%

21. | Connolly-Pacific Co., a California corporation, 100%

22. | Continental Line Builders, Inc., a Delaware corporation, 100%

23. | Coordinating and Planning Services, Inc., a Delaware corporation, 100%

24. | Desert Fire Holdings, Inc., a Nevada corporation, 100%

25. | Desert Fire Protection, a Nevada Limited Partnership, 100%

26. | Desert Fire Protection, Inc., a Nevada corporation, 100%

27. | Desert Fire Protection, LLC, a Nevada limited liability company, 100%

28. | D S S Company, a California corporation, 100%

29. | E.S.I., Inc., an Ohio corporation, 100%

30. | Fairbanks Materials, Inc., an Alaska corporation, 100%

31. | Fidelity Exploration & Production Company, a Delaware corporation, 100%

32. | Fidelity Oil Co., a Delaware corporation, 100%

33. | Frebco, Inc., an Ohio corporation, 100%

34. | FutureSource Capital Corp., a Delaware corporation, 100%

35. | Granite City Ready Mix, Inc., a Minnesota corporation, 100%

36. | Hamlin Electric Company, a Colorado corporation, 100%

37. | Harp Engineering, Inc., a Montana corporation, 100%

38. | Hawaiian Cement, a Hawaii partnership, 100%

39. | ILB Hawaii, Inc., a Hawaii corporation, 100%

40. | Independent Fire Fabricators, LLC, a Nevada limited liability company, 100%

41. | Intermountain Gas Company, an Idaho corporation, 100%

42. | International Line Builders, Inc., a Delaware corporation, 100%

43. | InterSource Insurance Company, a Vermont corporation, 100%

44. | Jebro Incorporated, an Iowa corporation, 100%

45. | JTL Group, Inc., a Montana corporation, 100%

46. | JTL Group, Inc., a Wyoming corporation, 100%

47. | Kent’s Oil Service, a California corporation, 100%

48. | Knife River Corporation, a Delaware corporation, 100%

49. | Knife River Corporation – North Central, a Minnesota corporation, 100%

50. | Knife River Corporation – Northwest, an Oregon corporation, 100%

51. | Knife River Corporation – South, a Texas corporation, 100%

52. | Knife River Dakota, Inc., a Delaware corporation, 100%

53. | Knife River Equipment, Inc., a Delaware corporation, 100%

54. | Knife River Hawaii, Inc., a Delaware corporation, 100%

55. | Knife River Marine, Inc., a Delaware corporation, 100%

56. | Knife River Midwest, LLC, a Delaware limited liability company, 100%

57. | KRC Holdings, Inc., a Delaware corporation, 100%

58. | LME&U Holdings, LLC, a Nevada limited liability company, 100%

59. | Lone Mountain Excavation & Utilities, LLC, a Nevada limited liability company, 100%

60. | Loy Clark Pipeline Co., an Oregon corporation, 100%

61. | LTM, Incorporated, an Oregon corporation, 100%

62. | MDU Brasil Ltda., a Brazil limited liability company, 100%

63. | MDU Construction Services Group, Inc., a Delaware corporation, 100%

64. | MDU Energy Capital, LLC, a Delaware limited liability company, 100%

65. | MDU Industrial Services, Inc., a Delaware corporation, 100%

66. | MDU Resources International LLC, a Delaware limited liability company, 100%

67. | MDU Resources Luxembourg I LLC S.a.r.l., a Luxembourg limited liability company, 100%

68. | MDU Resources Luxembourg II LLC S.a.r.l., a Luxembourg limited liability company, 100%

69. | Midland Technical Crafts, Inc., a Delaware corporation, 100%

70. | Netricity LLC, an Alaska limited liability company, 75%

71. | Nevada Solar Solutions, LLC, a Delaware limited liability company, 100%

72. | Northstar Materials, Inc., a Minnesota corporation, 100%

73. | Oregon Electric Construction, Inc., an Oregon corporation, 100%

74. | Pouk & Steinle, Inc., a California corporation, 100%

75. | Prairie Cascade Energy Holdings, LLC, a Delaware limited liability company, 100%

76. | Prairie Intermountain Energy Holdings, LLC, a Delaware limited liability company, 100%

77. | Prairielands Energy Marketing, Inc., a Delaware corporation, 100%

78. | Prairielands Magnetics Limited, a Scotland private limited company, 100%

79. | Rocky Mountain Contractors, Inc., a Montana corporation, 100%

80. | USI Industrial Services, Inc., a Delaware corporation, 100%

81. | The Wagner Group, Inc., a Delaware corporation, 100%

82. | Wagner Industrial Electric, Inc., a Delaware corporation, 100%

83. | The Wagner-Smith Company, an Ohio corporation, 100%

84. | Wagner-Smith Equipment Co., a Delaware corporation, 100%

85. | Wagner-Smith Pumps & Systems, Inc., an Ohio corporation, 100%

86. | Warner Enterprises, Inc., a Nevada corporation, 100%

87. | WBI Canadian Pipeline, Ltd., a Canadian corporation, 100%

88. | WBI Energy Services, Inc., a Delaware corporation, 100%

89. | WBI Holdings, Inc., a Delaware corporation, 100%

90. | WBI Pipeline & Storage Group, Inc., a Delaware corporation, 100%

91. | WHC, Ltd., a Hawaii corporation, 100%

92. | Williston Basin Interstate Pipeline Company, a Delaware corporation, 100%

Schedule 6.1
LIENS
None.