ex-4c.htm


     

     

     

     

     

     

     

     

     

    MDU
RESOURCES GROUP, INC.

     

    TO

     

    THE
BANK OF NEW YORK MELLON

    (formerly
known as The Bank of New York),

    Trustee

     

     

     

     

     

     

     

     

     

     

     

    _____________________________

     

    First
Supplemental Indenture

    Dated
as of November 17, 2009

     

     

     

     

    _____________________________

     

    Supplemental
to the Indenture

    dated
as of December 15, 2003

     

     

     

    _____________________________

     

    Amending
and Supplementing the Indenture


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

     

    FIRST
SUPPLEMENTAL INDENTURE

     

    FIRST
SUPPLEMENTAL INDENTURE, dated as of November 17, 2009 (this “Supplemental
Indenture”) between MDU RESOURCES GROUP, INC., a corporation of the State of
Delaware, whose address is 1200 West Century Avenue, Bismarck, North Dakota
58503 (the "Company"), and THE BANK OF NEW YORK MELLON (formerly known as The
Bank of New York), a New York banking corporation, whose principal corporate
trust address is 101 Barclay Street, New York, New York 10268 as Trustee (the
"Trustee"), under the Indenture, dated as of December 15, 2003 (the "Original
Indenture"), between the Company and the Trustee, this Supplemental Indenture
being supplemental thereto. The Original Indenture and any and all indentures
and instruments supplemental thereto are hereinafter collectively called the
"Indenture."

     

    RECITALS
OF THE COMPANY

     

    The
Original Indenture was authorized, executed and delivered by the Company to
provide for the issuance from time to time of its Securities (such term and all
other capitalized terms used herein without definition having the meanings
assigned to them in the Original Indenture), to be issued in one or more series
as contemplated therein, and to provide security for the payment of the
principal of and premium, if any, and interest, if any, on the
Securities.

     

    Pursuant
to Section 1811 of the Original Indenture, the Company has delivered to the
Trustee a Company Order dated November 17, 2009 whereby the Company elected and
specified November 17, 2009 as the Release Date (the “Release Date”), and
requested, among other things, that the Trustee execute and deliver this
Supplemental Indenture pursuant to Sections 1301(m) and 1811(a) of the Original
Indenture in order to satisfy and discharge the Lien of the Indenture and to
make other amendments permitted by Section 1301(m).

     

    The
Company has furnished to the Trustee an Officer’s Certificate and an Opinion of
Counsel pursuant to Sections 1303 and 1811 of the Indenture and a certificate of
an independent expert pursuant to Section 314(d)(1) of the Trust Indenture Act
of 1939, as amended (“TIA”).

     

    The
Company has duly authorized the execution and delivery of this Supplemental
Indenture to amend the Original Indenture, as heretofore supplemented; and all
acts necessary to make this Supplemental Indenture a valid agreement of the
Company have been performed.

     

    NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, that, for and in
consideration of the premises and for other good and valuable consideration, the
receipt of which is hereby acknowledged, it is mutually covenanted and agreed,
for the equal and proportionate benefit of the Holders of the Securities, as
follows:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    ARTICLE
ONE.

     

    AMENDMENT
OF THE INDENTURE

     

    SECTION 1.  The
Original Indenture, as heretofore supplemented, is hereby amended to eliminate
the Granting Clauses, the text between the Granting Clauses and Article One of
the Original Indenture, Articles Sixteen, Seventeen and Eighteen of the Original
Indenture, and any other provision related to the Lien of the Indenture, the
Mortgaged Property or the Class A Bonds, which, as a consequence of the
occurrence of the Release Date and the resulting release of the Lien of the
Indenture, are no longer applicable.

     

    ARTICLE
ONE.

     

    MISCELLANEOUS
PROVISIONS

     

    SECTION 1. This Supplemental
Indenture is a supplement to the Original Indenture. As supplemented and amended
by this Supplemental Indenture, the Indenture is in all respects ratified,
approved and confirmed, and the Original Indenture, the Officer’s Certificate
dated as December 23, 2003 creating the Securities of the First Series, and this
Supplemental Indenture shall together constitute the
Indenture.  Pursuant to Section 1304 of the Original Indenture, the
Lien of the Indenture shall be deemed to have been satisfied and discharged upon
the execution and delivery of this Supplemental Indenture.

     

    SECTION 2. The recitals
contained in this Supplemental Indenture shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness and
makes no representations as to the validity or sufficiency of this Supplemental
Indenture.

     

    SECTION 3. Except as expressly
amended and supplemented hereby, the Indenture shall continue in full force and
effect in accordance with the provisions thereof and is in all respects hereby
ratified and confirmed.  This Supplemental Indenture shall be deemed a
part of the Indenture in the manner and to the extent herein and therein
provided.  This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations Law or any
successor statute), except to the extent that the TIA shall be
applicable.

     

    This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first written above.

     

    MDU
RESOURCES GROUP, INC.

     

    
      	
               
      

            	
              By:

            	
              /s/ Vernon A.
      Raile                                       

            


    

    
      	
               
      

            	
              Name:  Vernon
      A. Raile

            


    

    
      	
               
      

            	
              Title:    Executive
      Vice President, Treasurer

            


    

    
      	
            	
               
      

            	
              and
      Chief Financial Officer

            


    

    


     

    
      	
               
      

            	
              And:

            	
              /s/ Douglass A.
      Mahowald                            

            


    

    
      	
               
      

            	
              Name:  Douglass
      A. Mahowald

            


    

    
      	
               
      

            	
              Title:    Assistant
      Treasurer and Assistant

            


    

    
      	
            	
               
      

            	
              Secretary

            


    

    


     

    [SEAL]

     

    ATTEST:

     

    


     

    Executed
by MDU Resources

    Group,
Inc., in the presence of:

     

    


    /s/ Daniel S.
Kuntz                                

    Daniel S.
Kuntz

    


    


    /s/ Kirsti B.
Hourigan                            

    Kirsti B.
Hourigan

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THE BANK
OF NEW YORK MELLON,

    as
Trustee

     

    
      	
               
      

            	
              By:

            	
              /s/ Christopher
      Greene                         

            


    

    
      	
               
      

            	
              Name:  Christopher
      Greene

            


    

    
      	
               
      

            	
              Title:    Vice
      President

            


    

    


     

    
      	
               
      

            	
              And:

            	
              /s/ Cheryl
      Clarke                                 

            


    

    
      	
               
      

            	
              Name:   Cheryl
      Clarke

            


    

    
      	
               
      

            	
              Title:     Vice
      President

            


    

    


     

    [SEAL]

     

    ATTEST:

     

    Executed
by the Bank of New York Mellon,

    as
Trustee, in the presence of:

     

    /s/ Laurence J.
O’Brien                                    

     

    /s/ Latoya S.
Elvin                                            

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    STATE OF
NORTH
DAKOTA                          )

             )    ss.:

    COUNTY OF
BURLEIGH                                     )

     

    On this
17th day of November, 2009, before me, a Notary Public within and for said
County, personally appeared Vernon A. Raile and Douglass A. Mahowald, to me
personally known to be respectively an Executive Vice President, Treasurer, and
Chief Financial Officer and an Assistant Treasurer and Assistant Secretary of
MDU RESOURCES GROUP, INC. the corporation which executed the within instrument,
and who, being each by me duly sworn, did say that they reside respectively at
4105 Montreal Street, #205, Bismarck, North Dakota 58503 and 1410 Territory
Drive, Bismarck, North Dakota 58504; that they are respectively an Executive
Vice President, Treasurer, and Chief Financial Officer and an Assistant
Treasurer and Assistant Secretary of MDU RESOURCES GROUP, INC., the corporation
named in the foregoing instrument; that the seal affixed to said instrument is
the corporate seal of said corporation; that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of Directors; and
said Daniel S. Kuntz and Kirsti B. Hourigan acknowledged to me said instrument
to be the free act and deed of said corporation, and that said corporation
executed the same.

    


     

    
    

    
    

    
    

    
      	
               
      

            	
               /s/ Dorothy
      Vedvick                                                      

            


    

    
      	
            	
              Name:  Dorothy
      Vedvick

            


      
        	
                 

              	
                Notary Public

              


      

      
        	
                 
      

              	
                State
      of North
      Dakota             

              


      

      
        	
                 
      

              	
                Commission
      

              


      

    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    STATE OF
NEW
YORK                     )

    )    ss.:

    COUNTY OF
NEW
YORK                  )

     

    On this
17th day of
November, 2009, before me, a notary public, the undersigned officer, personally
appeared Christopher Greene and Cheryl Clarke, who each acknowledged
himself/herself to be a Vice President and a Vice President, respectively, of
THE BANK OF NEW YORK MELLON, a New York banking corporation, and that he/she, as
such officer, respectively, being authorized to do so, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself/herself as such officer.

     

    In
witness whereof, I hereunto set my hand and official seal.

     

    
      	
               
      

            	
              /s/ Carlos R.
      Luciano                             

            


    

    
      	
                                                                        
      

            	
              Name:

            


    

    
      	
               
      

            	
              Notary
      Public, State of

            


    

    
      	
               
      

            	
              Commission
      Expires