MDU Resources' Amended Credit Agreement


     

    FIRST
      AMENDMENT 

    TO
      CREDIT AGREEMENT 

     

    This
      Amendment is entered into as of June 30, 2006 by and among MDU Resources Group,
      Inc., a Delaware corporation (the “Borrower”); Wells Fargo Bank, National
      Association, a national banking association, as administrative agent under
      the
      Credit Agreement described below (in such capacity, the “Agent”); and the
      undersigned Lenders (as defined in the Credit Agreement described
      below).

     

    The
      Borrower, the Agent and the Lenders are parties to a Credit Agreement dated
      as
      of June 21, 2005 (together with all amendments, modifications and restatements
      thereof, the “Credit Agreement”).

     

    The
      Borrower has asked the Agent and the Lenders to increase the amount available
      for borrowing under the Credit Agreement and to extend the term of the Credit
      Agreement, and the Agent and the Lenders are willing to do so on the terms
      and
      conditions set forth herein.

     

    ACCORDINGLY,
      in consideration of the premises and of the mutual covenants and agreements
      herein contained, it is agreed as follows:

     

    1. Definitions.
      All
      terms defined in the Credit Agreement that are not otherwise defined herein
      shall have the meanings given them in the Credit Agreement.

     

    2. Amendments
      to Credit Agreement.
      The
      Credit Agreement is hereby amended as follows:

     

    (a) The
      phrase, “$100,000,000 Revolving Credit Facility”, on the cover page of the
      Credit Agreement is hereby deleted, and the phrase, “$125,000,000 Revolving
      Credit Facility”, is substituted therefor.

     

    (b) The
      definitions of “Aggregate Facility Amount”, “Maximum Aggregate Facility Amount”
and “Revolving Period Termination Date” in Section 1.1 of the Credit Agreement
      are hereby amended, respectively, to read as follows:

     

    “Aggregate
      Facility Amount” means $125,000,000, as such amount may be reduced pursuant to
      Section 2.8 or increased pursuant to Section 2.16.

     

    “Maximum
      Aggregate Facility Amount” means $150,000,000, unless said amount is reduced
      pursuant to Section 2.8, in which event it means the amount to which said amount
      is reduced.

     

    “Revolving
      Period Termination Date” means June 21, 2011.

     

    (c) The
      first
      sentence of Section 4.5 of the Credit Agreement is hereby deleted, and the
      following is substituted therefor:

     

    As
      of
      June 22, 2006, the Borrower has furnished to the Lenders its audited
      consolidated financial statement as of December 31, 2005, and its unaudited
      interim financial statement as of March 31, 2006.

     

    (d) The
      amount, “$15,000,000”, in Section 4.13(d) of the Credit Agreement is hereby
      deleted, and the amount, “$25,000,000”, is substituted therefor.

     

    (e) Exhibit
      A
      to the Credit Agreement is hereby replaced in its entirety with Exhibit A to
      this Amendment.

     

    3. Replacement
      Notes.
      Concurrent with the execution of this Amendment, the Borrower shall execute
      and
      deliver to the Agent its promissory notes (the “Replacement Notes”) in the form
      of Exhibit B to the Credit Agreement, dated the date hereof, payable to the
      order of each Lender in an amount equal to that Lender’s Facility Amount, after
      giving effect to the amendments set forth in Section 2 above. The Lenders shall
      accept the Replacement Notes in substitution for, but not in payment of, the
      Notes (as defined prior to giving effect to this Amendment). Each reference
      in
      the Credit Agreement to the “Notes” shall hereafter be deemed to be a reference
      to the Replacement Notes.

     

    4. Representations
      and Warranties.
      The
      Borrower hereby represents and warrants to the Agent and the Lenders as
      follows:

     

    (a) The
      Borrower has all requisite power and authority, corporate or otherwise, to
      execute and deliver this Amendment, and to perform this Amendment and the Credit
      Agreement as amended hereby, except as noted in Schedule 4.2 to the Credit
      Agreement with respect to Borrowings made after December 31, 2006. This
      Amendment has been duly and validly executed and delivered to the Agent and
      the
      Lenders by the Borrower, and this Amendment, and the Credit Agreement as amended
      hereby, constitute the Borrower’s legal, valid and binding obligations
      enforceable in accordance with their 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. 

     

    (b) The
      execution, delivery and performance by the Borrower of this Amendment, and
      the
      performance of the Credit Agreement as amended hereby, have been duly authorized
      by all necessary corporate action and do not and will not (i) require any
      authorization, consent or approval by any governmental department, commission,
      board, bureau, agency or instrumentality, domestic or foreign, except as noted
      in Schedule 4.2 to the Credit Agreement with respect to Borrowings made after
      December 31, 2006, (ii) violate the Borrower’s articles of incorporation or
      bylaws or any provision of any law, rule, regulation or order presently in
      effect having applicability to the Borrower, or (iii) result in a breach of
      or constitute a default under any indenture or agreement to which the Borrower
      is a party or by which the Borrower is bound.

     

    (c) All
      of
      the representations and warranties contained in Article IV of the Credit
      Agreement, as amended hereby, are correct on and as of the date hereof as though
      made on and as of such date.

     

    5. Conditions.
      The
      amendments set forth in paragraph 2 shall be effective only if the Agent has
      received (or waived the receipt of) each of the following, in form and substance
      satisfactory to the Agent, on or before the date hereof (or such later date
      as
      the Agent may agree to in writing):

     

    (a) This
      Amendment, duly executed by the Borrower and each of the Lenders
      below.

     

    (b) The
      Replacement Notes, duly executed by the Borrower.

     

    (c) A
      certificate of an officer of the Borrower (i) certifying that the
      execution, delivery and performance of this Amendment, and the performance
      of
      the Credit Agreement as amended hereby, 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 there have been no amendments to or restatements of
      the articles of incorporation or bylaws of the Borrower as furnished to the
      Agent in connection with the execution and delivery of the Credit Agreement,
      other than those that may be attached to the certificate, and
      (iii) certifying the names of the officers of the Borrower that are
      authorized to sign this Amendment, together with the true signatures of such
      officers. 

     

    (d) A
      signed
      copy of the opinion of Paul K. Sandness, general counsel for the Borrower,
      addressed to the Agent and the Lenders, in substantially the form of Exhibit
      B
      hereto.

     

    (e) All
      fees
      agreed to between the Agent and the Borrower with respect to this
      Amendment.

     

    6. Miscellaneous.
      Except
      as amended by this Amendment, all of the terms and conditions of the Credit
      Agreement shall remain in full force and effect. This Amendment 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 this
      Amendment, taken together, shall constitute but one and the same instrument.
      This Amendment shall be governed by the substantive law of the State of New
      York.

     

    IN
      WITNESS WHEREOF, the undersigned have executed this Amendment as of the day
      and
      year first above written.

     

    
      	 	
               

              MDU
                RESOURCES GROUP, INC.

               

              By
                /s/
                DORAN N. SCHWARTZ

              Its
                Vice President and Chief Accounting
                Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	 	
               

              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as
                a Lender
                

               

              By
                /s/
                MARK H. HALLDORSON

              Its
                Vice President 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	 	
               

              ABN AMRO
                BANK N.V.

               

               

               

              By
                /s/
                KRIS A. GROSSHANS

              Its
                Senior Vice President

               

              By 
                /s/ SAAD QAIS

              Its
                Director

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	 	
               

              U.S.
                BANK NATIONAL ASSOCIATION

               

              By
                /s/
                CHRISTINE DEAN

              Its
                Assistant Vice President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	 	
               

              UNION
                BANK OF CALIFORNIA, N.A.

               

              By
                /s/
                BRYAN READ

              Its
                Vice President