term_loan-agree.htm


    

      
        	
                TERM
      LOAN AGREEMENT

                 

                among

                 

                MDU
      RESOURCES GROUP, INC.

                 

                as
      Borrower;

                 

                WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

                 

                as
      Administrative Agent;

                 

                and

                 

                THE
      OTHER FINANCIAL INSTITUTIONS PARTY HERETO

                 

                 

              
	
                Closing
      Date: September 26, 2008

              
	
                 

                 

                  
      

                 

                 

                $175,000,000
      Term Loan

                 

                 

                  
      

                 

              
	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    TABLE
OF CONTENTS

    
      	
              ARTICLE
      I Definitions

            	 
      	
              1

            
	
              Section
      1.1

            	
              Definitions.

            	
              1

            
	
              Section
      1.2

            	
              Rules
      of Construction

            	
              9

            
	
              ARTICLE
      II Amount and Terms of the Term Loan

            	
              9

            
	
              Section
      2.1

            	
              The
      Term Loan.

            	
              9

            
	
              Section
      2.2

            	
              Procedure.

            	
              10

            
	
              Section
      2.3

            	
              Interest
      on Notes.

            	
              10

            
	
              Section
      2.4

            	
              Principal
      and Interest Payment Dates.

            	
              11

            
	
              Section
      2.5

            	
              Level
      Status, Margins and Fee Rates.

            	
              11

            
	
              Section
      2.6

            	
              Audit
      Fees.

            	
              12

            
	
              Section
      2.7

            	
              Prepayments.

            	
              13

            
	
              Section
      2.8

            	
              Payments.

            	
              13

            
	
              Section
      2.9

            	
              Increased
      Costs; Funding Exceptions.

            	
              14

            
	
              Section
      2.10

            	
              Funding
      Losses.

            	
              16

            
	
              Section
      2.11

            	
              Discretion
      of Lenders as to Manner of Funding.

            	
              16

            
	
              Section
      2.12

            	
              Conclusiveness
      of Statements; Survival of Provisions.

            	
              16

            
	
              Section
      2.13

            	
              Computation
      of Interest and Fees.

            	
              17

            
	
              Section
      2.14

            	
              Purpose
      of Term Loan.

            	
              17

            
	
              ARTICLE
      III Conditions Precedent

            	
              17

            
	
              Section
      3.1

            	
              Required
      Deliveries; Conditions to Effectiveness.

            	
              17

            
	
              Section
      3.2

            	
              Additional
      Conditions Precedent.

            	
              18

            
	
              ARTICLE
      IV Representations and Warranties

            	
              18

            
	
              Section
      4.1

            	
              Existence
      and Power.

            	
              18

            
	
              Section
      4.2

            	
              Authorization
      of Borrowing; No Conflict as to Law or Agreements.

            	
              18

            
	
              Section
      4.3

            	
              Legal
      Agreements.

            	
              18

            
	
              Section
      4.4

            	
              Subsidiaries.

            	
              19

            
	
              Section
      4.5

            	
              Financial
      Condition.

            	
              19

            
	
              Section
      4.6

            	
              Adverse
      Change.

            	
              19

            
	
              Section
      4.7

            	
              Litigation.

            	
              19

            
	
              Section
      4.8

            	
              Environmental
      Matters.

            	
              19

            
	
              Section
      4.9

            	
              Regulation
      U.

            	
              19

            
	
              Section
      4.10

            	
              Taxes.

            	
              19

            
	
              Section
      4.11

            	
              Titles
      and Liens.

            	
              20

            
	
              Section
      4.12

            	
              Intellectual
      Property.

            	
              20

            
	
              Section
      4.13

            	
              ERISA.

            	
              20

            
	
              ARTICLE
      V Affirmative Covenants

            	
              21

            
	
              Section
      5.1

            	
              Reporting.

            	
              21

            
	
              Section
      5.2

            	
              Books
      and Records; Inspection and Examination.

            	
              23

            
	
              Section
      5.3

            	
              Compliance
      with Laws.

            	
              23

            
	
              Section
      5.4

            	
              Payment
      of Taxes and Other Claims.

            	
              23

            
	
              Section
      5.5

            	
              Maintenance
      of Properties.

            	
              23

            
	
              Section
      5.6

            	
              Insurance.

            	
              23

            
	
              Section
      5.7

            	
              Preservation
      of Corporate Existence.

            	
              24

            
	
              Section
      5.8

            	
              Replacement
      Financing.

            	
              24

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      	
              ARTICLE
      VI Negative Covenants

            	
              24

            
	
              Section
      6.1

            	
              Liens.

            	
              24

            
	
              Section
      6.2

            	
              Investments.

            	
              25

            
	
              Section
      6.3

            	
              Distributions.

            	
              26

            
	
              Section
      6.4

            	
              Sale
      of Assets.

            	
              26

            
	
              Section
      6.5

            	
              Transactions
      with Affiliates.

            	
              26

            
	
              Section
      6.6

            	
              Consolidation
      and Merger.

            	
              26

            
	
              Section
      6.7

            	
              Environmental
      Laws.

            	
              27

            
	
              Section
      6.8

            	
              Restrictions
      on Nature of Business.

            	
              27

            
	
              Section
      6.9

            	
              Consolidated
      Total Leverage Ratio.

            	
              27

            
	
              Section
      6.10

            	
              Borrower
      Leverage Ratio.

            	
              27

            
	
              Section
      6.11

            	
              Interest
      Coverage Ratio.

            	
              27

            
	
              ARTICLE
      VII Events of Default, Rights and Remedies

            	
              27

            
	
              Section
      7.1

            	
              Events
      of Default.

            	
              27

            
	
              Section
      7.2

            	
              Rights
      and Remedies.

            	
              29

            
	
              ARTICLE
      VIII The Agent

            	 
      	
              29

            
	
              Section
      8.1

            	
              Authorization.

            	
              29

            
	
              Section
      8.2

            	
              Distribution
      of Payments and Proceeds.

            	
              30

            
	
              Section
      8.3

            	
              Expenses.

            	
              30

            
	
              Section
      8.4

            	
              Payments
      Received Directly by Lenders.

            	
              30

            
	
              Section
      8.5

            	
              Indemnification.

            	
              31

            
	
              Section
      8.6

            	
              Exculpation.

            	
              31

            
	
              Section
      8.7

            	
              Agent
      and Affiliates.

            	
              31

            
	
              Section
      8.8

            	
              Credit
      Investigation.

            	
              31

            
	
              Section
      8.9

            	
              Resignation
      and Assignment of Agent.

            	
              32

            
	
              Section
      8.10

            	
              Defaults.

            	
              32

            
	
              Section
      8.11

            	
              Obligations
      Several.

            	
              32

            
	
              ARTICLE
      IX Miscellaneous

            	 
      	
              32

            
	
              Section
      9.1

            	
              No
      Waiver; Cumulative Remedies.

            	
              32

            
	
              Section
      9.2

            	
              Amendments,
      Etc.

            	
              33

            
	
              Section
      9.3

            	
              Notice.

            	
              33

            
	
              Section
      9.4

            	
              Costs
      and Expenses.

            	
              34

            
	
              Section
      9.5

            	
              Indemnification
      by Borrower.

            	
              34

            
	
              Section
      9.6

            	
              Execution
      in Counterparts.

            	
              34

            
	
              Section
      9.7

            	
              Binding
      Effect; Assignment and Participations.

            	
              34

            
	
              Section
      9.8

            	
              Disclosure
      of Information.

            	
              36

            
	
              Section
      9.9

            	
              Governing
      Law.

            	
              37

            
	
              Section
      9.10

            	
              Consent
      to Jurisdiction.

            	
              37

            
	
              Section
      9.11

            	
              Waiver
      of Jury Trial.

            	
              37

            
	
              Section
      9.12

            	
              Severability
      of Provisions.

            	
              37

            
	
              Section
      9.13

            	
              Prior
      Agreements.

            	
              37

            
	
              Section
      9.14

            	
              Other
      Financing.

            	
              37

            
	
              Section
      9.15

            	
              Headings.

            	
              38

            
	
              Section
      9.16

            	
              Customer
      Identification – USA Patriot Act Notice.

            	
              38

            


    

    


    
      
        
           


        

        
          ii

          
            

            
               


            

          

        

         

      

    

    

       

       

      TERM
LOAN AGREEMENT

       

      Dated as
of September 26, 2008

       

      MDU
Resources Group, Inc., a Delaware corporation, Wells Fargo Bank, National
Association, a national banking association, as administrative agent hereunder,
and the Lenders, as defined below, agree as follows:

       

      ARTICLE
I

       

      Definitions

       

      Section
1.1                                Definitions.

       

      As used
in this Agreement:

       

      “2005
Credit Agreement” means the Credit Agreement dated June 21, 2005 among the
Borrower, Wells Fargo, as administrative agent thereunder, and certain other
financial institutions, together with all amendments, modifications and
restatements thereof.

       

      “Additional
Lender” means a financial institution that becomes a Lender pursuant to the
procedures set forth in Section 9.7(c).

       

      “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.

       

      “Agent”
means Wells Fargo acting in its capacity as administrative agent for itself and
the other Lenders hereunder.

       

      “Aggregate
Commitment Amount” means $175,000,000.

       

      “Agreement”
means this Term Loan Agreement.

       

      “Applicable
Rating” means (i) with respect to S&P, the rating designated by S&P as
its corporate credit rating of the Borrower, (ii) with respect to Moody’s,
the rating designated by Moody’s as its issuer rating of the Borrower, and
(iii) with respect to Fitch, the rating designated by Fitch as its rating
of the Borrower’s senior unsecured debt.

       

      “Assignment
Certificate” has the meaning set forth in Section 9.7(e).

       

      “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 the Term Loan or otherwise).

       

       “Base
LIBO Rate” means the rate per annum for United States dollar deposits quoted by
the Agent as the Interbank Market Offered Rate, with the understanding that such
rate is quoted by the Agent for the purpose of calculating effective rates of
interest for loans making reference thereto, on the first day of an Interest
Period for delivery of funds on said date for a period of time approximately
equal to the number of days in such Interest Period and in an
amount


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      approximately
equal to the principal amount to which such Interest Period applies. The
Borrower understands and agrees that the Agent may base its quotation of the
Interbank Market Offered Rate upon such offers or other market indicators of the
Interbank Market as the Agent in its discretion deems appropriate including, but
not limited to, the rate offered for U.S. dollar deposits on the London
Interbank Market.

       

      “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.

       

      “Business
Day” means a day other than a Saturday, Sunday, United States national holiday
or other day on which banks in Minnesota are permitted or required by law to
close. Whenever the context relates to a LIBO Rate Funding 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.

       

      “Capital
Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated) of such Person’s
capital stock or equity, whether now outstanding or issued after the date
hereof, including all common stock, preferred stock, partnership interests and
limited liability company member interests.

       

      “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.

       

      “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.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “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 commitment to fund its
Percentage of the Term Loan pursuant to Article II.

       

      “Commitment
Amount” means, (i) with respect to each original Lender hereunder, the
amount set forth opposite that Lender’s name in Exhibit A, or (ii) with
respect to each Additional Lender, the amount so designated on the applicable
Assignment Certificate, in each case as such amount may be adjusted pursuant to
any Assignment Certificate.

       

      “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(a)(iii), 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, (i) at any time prior to making the
Term Loan, such Lender’s Commitment Amount, or (ii) thereafter, the outstanding
principal amount of such Lender’s Note.

       

      “Default”
means an event that, with the giving of notice, the passage of time or both,
would constitute an Event of Default.

       

      “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.

       

      “EBITDA”
means, with respect to any period:

       

       

      
        	
                 
      

              	
                (i)

              	
                (A)
      the after-tax net income of the Borrower for such period, determined on an
      unconsolidated basis in accordance with GAAP, excluding (B) non-operating
      gains and losses (including extraordinary or unusual gains and losses,
      gains and losses from discontinuance of operations, gains and losses
      arising from the sale of assets other than inventory, and other
      non-recurring gains and losses),

              


      

       

       

      plus

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                (ii)

              	
                the
      sum of the following to the extent deducted in arriving at the after-tax
      net income determined in clause (i)(A) of this definition (but without
      duplication for any item):

              


      

       

       

      
        	
                 
      

              	
                (A)

              	
                Interest
      Expense,

              


      

       

       

      
        	
                 
      

              	
                (B)

              	
                federal,
      state and local income taxes paid by the Borrower,
  and

              


      

       

       

      
        	
                 
      

              	
                (C)

              	
                depreciation
      and amortization.

              


      

       

       

      “Eligible
Lender” means (a) a financial institution organized under the laws of the United
States, or any state thereof, and having a combined capital and surplus of at
least $100,000,000; (b) a commercial bank organized under the laws of any other
country which is a member of the Organization for Economic Cooperation and
Development, or a political subdivision of any such country, and having a
combined capital and surplus of at least $100,000,000, provided that such bank
is acting through a branch or agency located in the United States; and (c) a
Person that is primarily engaged in the business of commercial banking and that
is (i) a Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a Lender
is a Subsidiary, or (iii) a Person of which a Lender is a
Subsidiary.

       

      “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; (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, Multiemployer Plan or other Plan
subject to Section 412 of the Code; (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;
(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; or (h) an


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      application
for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code with respect to any Plan.

       

      “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 or 4041A of ERISA.

       

      “Event of
Default” has the meaning specified in Section 7.1.

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      “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 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.

       

      “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.

       

      “Financial
Covenant” means any of the Borrower’s obligations set forth in Sections 6.9,
6.10 and 6.11 of this Agreement

       

      “Fitch”
means Fitch, Inc.

       

      “Floating
Rate” means, at any time, an annual rate equal to the sum of the Floating Rate
Margin and the greater of:

       

       

      (a) the
Prime Rate,

       

       

      or

       

       

      (b) the
Federal Funds Rate, plus 50 basis points (0.50%).

       

       

      The
Floating Rate shall change when and as the Prime Rate or Federal Funds Rate, as
the case may be, or Floating Rate Margin changes.

       

      “Floating
Rate Funding” means any portion of the principal balance of the Notes bearing
interest at the Floating Rate.

       

      “Floating
Rate Margin” means a percentage, determined as set forth in Section
2.5.

       

       “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 Mortgage Indentures, 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


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      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).

       

      “Funding”
means a Floating Rate Funding or a LIBO Rate Funding.

       

      “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.

       

      “Insolvency
Proceeding” means, with respect to a Person, (a) any case, action or proceeding
with respect to such Person before any court or other governmental authority
relating to bankruptcy, reorganization, insolvency, liquidation, receivership,
dissolution, winding-up or relief of debtors, or (b) any general assignment for
the benefit to creditors, composition, marshalling of assets for creditors, or
other similar arrangement in respect of its creditors generally or any
substantial portion of its creditors, undertaken under U.S. federal, state or
foreign law, including the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.
§101, et seq.).

       

      “Interest
Coverage Ratio” means, as of any Covenant Compliance Date, the ratio of (i)
EBITDA during the period of 12 months ending on that Covenant Compliance Date,
to (ii) Interest Expense during such period.

       

      “Interest
Expense” means, with respect to any period, the aggregate interest expense
(including capitalized interest) of the Borrower alone (i.e., on an
unconsolidated basis) for such period, including but not limited to the interest
portion of any Capitalized Lease; provided, however, that the foregoing shall be
adjusted to reflect only the net effect of any interest rate swap, interest
hedging transaction or other similar arrangement entered into by the Borrower to
reduce or eliminate variations in its interest expenses.

       

      “Interest
Period” means, with respect to any LIBO Rate Funding, a period of one, two,
three or six months beginning on a Business Day, or such other period as the
Agent may in its sole discretion permit, in each case as elected by the
Borrower.

       

      “Intermountain”
means Intermountain Gas Company, an Idaho corporation.

       

      “Intermountain
Acquisition” means the purchase of all of the outstanding stock of Intermountain
in accordance with the Stock Purchase Agreement dated as of July 1, 2008 between
the Borrower and Intermountain Industries, Inc.

       

      “Lenders”
means Wells Fargo, acting on its own behalf and not as Agent, each of the
undersigned lenders, and any financial institution that becomes a Lender
pursuant to Section 9.7(c), 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 the rate per annum (rounded upward, if necessary, to the nearest
whole 1/8 of 1%) and determined pursuant to the following formula:

      
        	
                LIBO
      Rate =  

              	
                Base
      LIBO Rate

              	
                +

              	
                LIBO
      Rate Margin

              
	
                100%
      - LIBOR Reserve Percentage

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      “LIBO
Rate Funding” means any portion of the principal balance of the Notes bearing
interest at a LIBO Rate.

       

      “LIBO
Rate Margin” means a percentage, determined as set forth in Section
2.5.

       

       “LIBOR
Reserve Percentage” means the reserve percentage prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for “Eurocurrency
Liabilities” (as defined in Regulation D of the Federal Reserve Board, as
amended), adjusted by the Agent for expected changes in such reserve percentage
during the applicable Interest Period.

       

       “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
Documents” means this Agreement and the Notes.

       

      “Margin”
means the Floating Rate Margin or the LIBO Rate Margin, as the case may
be.

       

      “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 Agent or any Lender thereunder.

       

      “Maturity
Date” means March 24, 2009.

       

      “Moody’s”
means Moody’s Investors Service, Inc.

       

      “Mortgage
Indentures” means (i) the Indenture of Mortgage dated as of May 1, 1939 executed
by the Borrower and delivered to The New York Trust Company and A.C. Downing, as
trustees thereunder, as heretofore amended and supplemented and as hereafter
amended and/or supplemented from time to time, and (ii) the Indenture, dated as
of December 15, 2003, executed by the Borrower and delivered to the Bank of New
York, as trustee thereunder, as heretofore amended and supplemented and as
hereafter amended and/or supplemented from time to time.

       

      “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.

       

      “Note”
means a promissory note of the Borrower in the form of Exhibit B.

       

      “Obligations”
means each and every debt, liability and 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 or the Agent,
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 but not limited to principal of and
interest on the Notes, all fees due under this Agreement or any related
agreement, and any obligation of the Borrower
to the Agent or any Lender under any hedging arrangement entered into with the
Agent or any Lender with respect to the Borrower’s obligations arising under
this Agreement.

       

      “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 which the Borrower or any ERISA Affiliate sponsors, maintains,
or to which it


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      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.

       

      “Prime
Rate” means, at any time, the rate of interest most recently announced within
the Agent at its principal office as its “prime rate” or, if the Agent ceases to
announce a rate so designated, any similar successor rate designated by the
Agent. Such rate is one of the Agent’s base rates and serves as the basis upon
which effective rates of interest are calculated for those loans making
reference thereto, and is evidenced by the recording thereof in such internal
publication or publications as the Agent may designate.

       

      “Rating
Agencies” means Fitch, Moody’s and S&P, collectively.

       

      “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 (including, where relevant, Additional
Lenders) having an aggregate Percentage in excess of 50%.

       

      “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.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      “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.

       

      “Term
Loan” means the advances to be made by the Lenders pursuant to Section 2.1,
collectively.

       

      “Term
Loan Funding Deadline” means October 15, 2008.

       

      “Tier 1
Subsidiary” means MDU Energy Capital, LLC, a Delaware limited liability
company.

       

      “Tier 2
Subsidiary” means Prairie Intermountain Energy Holdings, LLC, a Delaware limited
liability company.

       

      “Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit liabilities
under Section 302(d)(7) of ERISA over the current value of that Plan’s assets,
determined in accordance with the assumptions used for funding the Pension Plan
pursuant to Section 412 of the Code for the applicable plan year.

       

      “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.

       

      (c)           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 Term Loan

       

      Section
2.1                                The
Term Loan.

       

      Each
Lender agrees, severally but not jointly, on the terms and subject to the
conditions hereinafter set forth, to make a single advance to the Borrower on or
before the Term Loan Funding Deadline in an aggregate amount not to exceed the
lesser of that Lender’s Commitment Amount or that Lender’s Percentage of the
amount requested by the Borrower in accordance with Section 2.2. The facility
established hereby shall not be a revolving facility; the Borrower may not
reborrow any amount that has been prepaid. The advance made by each Lender shall
be evidenced by a Note, payable to the order of that Lender in the face
principal amount of that Lender’s Commitment Amount.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      Section
2.2                                Procedure.

       

      The
Lenders will make the Term Loan on prior written request from the Borrower to
the Agent, which request shall specify the date of the Term Loan and the amount
thereof. Except as set forth in Section 2.3(b), such request shall be made not
less than one Business Day before the date of the Term Loan.  Promptly
upon receipt of such request, the Agent shall advise each Lender of such
request, including the amount requested and such Lender’s Percentage of such
amount. At or before 2:00 p.m. on the date of the Term Loan, each Lender shall
provide the Agent at the principal office of the Agent in Minneapolis, Minnesota
with immediately available funds covering such Lender’s Percentage of the Term
Loan.  The Agent shall disburse the amount of the Term Loan by
crediting the same to the Borrower’s demand deposit account maintained with the
Agent or in such other manner as the Agent and the Borrower may agree; provided,
however, that the Agent shall have no obligation to disburse the Term Loan if
any condition set forth in Article III has not been satisfied on the day of the
Term Loan or if any Lender has failed to fund its Percentage of the Term Loan.
The Borrower shall be obligated to repay the Term Loan notwithstanding the fact
that the person requesting same was not in fact authorized to do
so.  The Borrower’s request for the Term Loan shall be deemed to be a
representation that the statements set forth in Section 3.2 are
correct.

       

      Section
2.3                                Interest
on Notes.

       

      (a)           Floating Rate Fundings.
Unless the Borrower elects a LIBO Rate pursuant to this Section, the principal
balance of the Notes shall bear interest at the Floating Rate.

       

      (b)           LIBO Rate Fundings. So long
as no Default or Event of Default exists, the Borrower may request that a
portion of the Term Loan constitute a LIBO Rate Funding, or may convert all or
any part of any outstanding Floating Rate Funding into a LIBO Rate Funding, or
may request that a LIBO Rate Funding be converted at the end of the applicable
Interest Period to another LIBO Rate Funding, by giving notice to the Agent of
such request or conversion not later than 10:30 a.m. on a Business Day which is
at least three Business Days prior to the date of the Term Loan or conversion.
Each such notice shall be effective upon receipt by the Agent, shall be in
writing or by telephone or telecopy transmission, shall specify the date and
amount of such LIBO Rate Funding and the Interest Period therefor. The Interest
Period applicable to each LIBO Rate Funding shall begin on a Business Day, and
the amount of each LIBO Rate Funding shall be an integral multiple of $1,000,000
and not less than $10,000,000. Subject to the terms and conditions hereof, the
principal amount specified by the Borrower in the applicable request for a LIBO
Rate Funding shall bear interest from and including the first day of the
Interest Period specified therein to but not including the last day of such
Interest Period, at the LIBO Rate applicable thereto, determined as set forth
herein, (subject to fluctuations in the applicable Margin). Unless the Borrower
requests a new LIBO Rate Funding in accordance with the procedures set forth
above, or prepays the principal of an outstanding LIBO Rate Funding at the
expiration of an Interest Period, the Lenders shall automatically and without
request of the Borrower convert each LIBO Rate Funding to a Floating Rate
Funding on the last day of the relevant Interest Period.

       

      (c)           Setting of LIBO Rates. The
applicable LIBO Rate for each Interest Period shall be determined by the Agent
between the opening of business and 12:00 noon 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 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 Agent, upon
written request of the Borrower, shall deliver to the Borrower a statement
showing the computations used by the Agent in determining the applicable LIBO
Rate hereunder.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (d)           Limitations on LIBO Rate
Fundings. In no event shall more than 7 LIBO Rate Fundings be outstanding
at any one time. In no event may the Borrower request a LIBO Rate Funding if,
after giving effect to such LIBO Rate Funding, the Borrower would be required to
prepay a LIBO Rate Funding in order to make any regularly scheduled principal
payment.

       

      Section
2.4                                Principal
and Interest Payment Dates.

       

      (a)           Interest. Interest accruing
on Floating Rate Fundings shall be due and payable on the last day of each
calendar quarter. Interest on any LIBO Rate Funding shall be due and payable on
the last day of the applicable Interest Period or, if such Interest Period is in
excess of three months, on the last day of each three-month period during such
Interest Period and on the last day of such Interest Period.

       

      (b)           Principal. The Borrower shall
pay the principal balance of the Notes in full on the Maturity
Date.

       

      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:

       

      
        	 
      	
                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

              
	
                Moody’s

              	
                A2
      or better

              	
                A3
      or better, but less than A2

              	
                Baa1
      or better, but less than A3

              	
                Baa2
      or better, but less than Baa1

              	
                Less
      than Baa2

              
	
                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

              


      

       

      If the
Applicable Ratings established by the Rating Agencies differ such that they do
not fall within a single column in the table set forth above, the Borrower’s
Level Status shall be determined as follows:

       

      
        	
                 
      

              	
                (i)

              	
                If
      the Applicable Ratings applied by any two of the Rating Agencies are in
      the same column, the Borrower’s Level Status shall be determined by that
      column.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                If
      the Applicable Ratings are each in separate columns, the highest and
      lowest columns shall be excluded, and the Borrower’s Level Status shall be
      determined by the remaining Applicable
Rating.

              


      

       

      
        	
                 
      

              	
                (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

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      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
      one of the Rating Agencies ceases to rate the Borrower’s long-term
      unsecured debt such that only two of the Rating Agencies are providing
      such Applicable Ratings, the Borrower’s Level Status shall be determined
      as follows:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                If
      the Applicable Ratings provided by both of the remaining Rating Agencies
      are in the same column, the Borrower’s Level Status shall be determined by
      that column.

              


      

       

      
        	
                 
      

              	
                (B)

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

              


      

       

      
        	
                 
      

              	
                (C)

              	
                If
      the Applicable Ratings provided by the remaining 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 remaining
Rating Agencies is in the rightmost column above, the Borrower shall be deemed
to be at Level Status V.

       

      
        	
                 
      

              	
                (iii)

              	
                If
      any two of the Rating Agencies ceases to establish its Applicable Rating,
      the Borrower shall be deemed to be at Level Status
  V.

              


      

       

      (c)           The
Floating Rate Margin and LIBO Rate Margin 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:

      
        	 
      	
                Level
      I

              	
                Level
      II

              	
                Level
      III

              	
                Level
      IV

              	
                Level
      V

              
	
                Floating
      Rate Margin

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              
	
                LIBO
      Rate Margin

              	
                0.500%

              	
                0.550%

              	
                0.675%

              	
                0.800%

              	
                1.000%

              


      

       

      (d)           Upon
the occurrence of any Default or Event of Default, and so long as such Default
or Event of Default continues without written waiver thereof by the Lenders, a
default increment equal to 200 basis points (2.00%) shall be added to the
Floating Rate Margin and LIBO Rate Margin. Inclusion of such default increment
shall not be deemed a waiver or excuse of any such Default or Event of
Default.

       

      Section
2.6                                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 Agent, on written demand,
reasonable fees charged by the Agent in connection with any audits or
inspections by the 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


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      audit or
inspection. All such audits and inspections shall be for the sole benefit of the
Agent and the Lenders.

       

      Section
2.7                                Prepayments.

       

      (a)           Voluntary Prepayments. The
Borrower from time to time may voluntarily prepay the Notes in whole or in part;
provided that (i) prepayment of any Lender’s Note must be accompanied by
pro rata prepayment of each other Lender’s Note, (ii) any prepayment of the
full amount of any Note shall include accrued interest thereon,
(iii) partial prepayment of any Floating Rate Funding shall be in an
aggregate amount not less than $1,000,000, (iv) partial prepayment of any
LIBO Rate Funding shall be in an aggregate amount not less than $5,000,000, and
(v) any prepayment of any LIBO Rate Funding shall be made only upon three
Business Days’ notice to the Agent.

       

      (b)           Mandatory Prepayment.
Promptly following the receipt thereof, the Borrower shall prepay the
Obligations in an amount equal to 100% of the net proceeds realized by the
Borrower, the Tier 1 Subsidiary or the Tier 2 Subsidiary from (A) debt
obligations incurred by the Borrower, the Tier 1 Subsidiary or the Tier 2
Subsidiary after the date hereof (other than hereunder), or (B) the
issuance by the Borrower, the Tier 1 Subsidiary or the Tier 2 Subsidiary of
Capital Stock; provided, however, that (i) the aggregate amount required to
be paid under this paragraph (b) shall not exceed the then-outstanding
Obligations, and (ii) no prepayment shall be required under this paragraph
(b) on account of the incurrence of approximately $80,000,000 in debt
obligations by the Tier 1 Subsidiary on or about the date hereof for the purpose
of financing the Intermountain Acquisition.

       

      (c)           Application of Prepayments.
So long as no Default or Event of Default has occurred and is continuing
hereunder, all prepayments hereunder shall be applied in such order of
application as the Borrower may direct in writing. In all other cases, all
prepayments hereunder shall be applied in the following order:

       

      
        	
                 
      

              	
                (i)

              	
                First,
      to the principal balance of the
Notes.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Second,
      to accrued but unpaid interest on the
Notes.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Third,
      to any remaining Obligations, in such order as the Agent may in its sole
      discretion designate.

              


      

       

      Notwithstanding
the foregoing, interest on any LIBO Rate Funding prepaid hereunder and any
compensation due under Section 2.10 on account of prepayment of a LIBO Rate
Funding shall be paid with the same priority as the related principal
prepayment.

       

      Section
2.8                                Payments.

       

      (a)           Making of Payments. All
payments of principal of and interest due under the Notes shall be made to the
Agent at its principal office in Minneapolis, Minnesota, not later than 12:00
noon on the date due, in immediately available funds, and funds received after
that hour shall be deemed to have been received by the Agent on the next
following Business Day. The Borrower hereby authorizes the Agent to charge the
Borrower’s demand deposit account maintained with the Agent for the amount of
any such payment on its due date, all without receipt of any request for such
charge, but the Lender’s failure to so charge such account shall in no way
affect the obligation of the Borrower to make any such payment.

       

      (b)           Assumed Payments. Unless the
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


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      to the
Agent of (in the case of a Lender) its Percentage of the Term Loan or (in the
case of the Borrower) a payment to the 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 Agent,
the 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
Agent, the recipient of such payment shall, on demand, repay to the 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 Agent
until the date the Agent recovers such amount at a 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.

       

      (c)           Setoff. The Borrower agrees
that each Lender shall have all rights of setoff and bankers’ lien provided by
applicable law, and in addition thereto, the Borrower agrees that if at any time
any amount is due and owing by the Borrower under this Agreement to any Lender
at a time when an Event of Default has occurred and is continuing hereunder, any
Lender may apply any and all balances, credits, and deposits, accounts or moneys
of the Borrower then or thereafter in the possession of that Lender (excluding,
however, any trust or escrow accounts held by the Borrower for the benefit of
any third party) to the payment thereof.

       

      (d)           Due Date Extension. If any
payment of principal of or interest on any Floating Rate Funding 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, 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 obligation as the Borrower shall specify by
notice received by the Agent on or before the date of such payment, or in the
absence of such notice, as the Required Lenders shall determine in their
discretion. Except as otherwise provided herein, after the occurrence of a
Default or Event of Default, the Lenders shall have the right to apply all
payments received by the Lender from the Borrower as the Required Lenders may
determine in their discretion. The Borrower agrees that the amount shown on the
books and records of the Agent and the Lenders as being the principal balance of
and interest on the Notes shall be conclusive absent demonstrable
error.

       

      Section
2.9                                Increased
Costs; Funding Exceptions.

       

      (a)           Increased Costs on LIBO Rate
Fundings. If Regulation D of the Board of Governors of the Federal
Reserve System or after the date of this Agreement the adoption of any
applicable law, rule or regulation, or any change in any existing law, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency, shall:

       

      
        	
                 
      

              	
                (i)

              	
                subject
      that Lender to or cause the withdrawal or termination of any exemption
      previously granted to that Lender with respect to, any tax, duty or other
      charge with respect to its LIBO Rate Fundings or its obligation to make
      LIBO Rate

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      Fundings,
or shall change the basis of taxation of payments to that Lender of the
principal of or interest under this Agreement in respect of its LIBO Rate
Fundings or its obligation to make LIBO Rate Fundings (except for changes in the
rate of tax on the overall net income of that Lender imposed by the
jurisdictions in which that Lender’s principal executive office is located);
or

       

      
        	
                 
      

              	
                (ii)

              	
                impose,
      modify or deem applicable any reserve (including, without limitation, any
      reserve imposed by the Board of Governors of the Federal Reserve System,
      but excluding any reserve included in the determination of interest rates
      pursuant to Section 2.3), special deposit or similar requirement against
      assets of, deposits with or for the account of, or credit extended by,
      that Lender; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                impose
      on that Lender any other condition affecting its making, maintaining or
      funding of its LIBO Rate Fundings or its obligation to make LIBO Rate
      Fundings;

              


      

       

      and the
result of any of the foregoing is to increase the cost to that Lender of making
or maintaining any LIBO Rate Funding, or to reduce the amount of any sum
received or receivable by that Lender under this Agreement or under its Notes
with respect to a LIBO Rate Funding, then that Lender will notify the Borrower
of such increased cost and within fifteen (15) days after demand by that Lender
(which demand shall be accompanied by a statement setting forth the basis of
such demand and representing that that Lender has made similar demand on one or
more other commercial borrowers with revolving or term loans in excess of
$1,000,000) the Borrower shall pay to that Lender such additional amount or
amounts as will compensate that Lender for such increased cost or such
reduction; provided, however, that no such increased cost or such reduction
shall be payable by the Borrower for any period longer than ninety (90) days
prior to the date on which notice thereof is delivered to the Borrower. Each
Lender will promptly notify the Borrower of any event of which it has knowledge,
occurring after the date hereof, which will entitle that Lender to compensation
pursuant to this Section 2.9. If the Borrower receives notice from any Lender of
any event which will entitle that Lender to compensation pursuant to this
Section 2.9, the Borrower may prepay any then outstanding LIBO Rate Fundings or
notify that Lender that any pending request for a LIBO Rate Funding shall be
deemed to be a request for a Floating Rate Funding, in each case subject to the
provisions of Section 2.10.

       

      (b)           Basis for Determining Interest Rate
Inadequate or Unfair. If with respect to any Interest
Period:

       

      
        	
                 
      

              	
                (i)

              	
                any
      Lender determines that deposits in U.S. dollars (in the applicable
      amounts) are not being offered in the London interbank eurodollar market
      for such Interest Period; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      Lender otherwise determines that by reason of circumstances affecting the
      London interbank eurodollar market adequate and reasonable means do not
      exist for ascertaining the applicable LIBO Rate;
  or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      Lender determines that the LIBO Rate as determined by the Agent will not
      adequately and fairly reflect the cost to that Lender of maintaining or
      funding a LIBO Rate Funding for such Interest Period, or that the making
      or funding of LIBO Rate Fundings has become impracticable as a result of
      an event occurring after the date of this Agreement which in the opinion
      of that Lender materially affects such LIBO Rate
  Fundings;

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      then that
Lender shall promptly notify the Borrower and (A) upon the occurrence of any
event described in the foregoing clause (i) the Borrower shall enter into good
faith negotiations with that Lender in order to determine an alternate method to
determine the LIBO Rate for that Lender, and during the pendency of such
negotiations with that Lender, the Lenders shall be under no obligation to make
any new LIBO Rate Fundings, and (B) upon the occurrence of any event described
in the foregoing clauses (ii) or (iii), for so long as such circumstances shall
continue, the Lenders shall be under no obligation to make any new LIBO Rate
Fundings.

       

      (c)           Illegality. If any change in
(including the adoption of any new) applicable laws or regulations, 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 any 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 that
Lender, shall raise a substantial question as to whether it is unlawful for that
Lender to make, maintain or fund LIBO Rate Fundings, then (i) that Lender shall
promptly notify the Borrower and the Agent, (ii) the obligation of the Lenders
to make, maintain or convert into LIBO Rate Fundings shall, upon the
effectiveness of such event, be suspended for the duration of such unlawfulness,
and (iii) for the duration of such unlawfulness, any notice by the Borrower
requesting the Lenders to make or convert into LIBO Rate Fundings shall be
construed as a request to make or to continue making Floating Rate
Fundings.

       

      Section
2.10                                Funding
Losses.

       

      Upon
demand by any Lender (which demand shall be accompanied by a statement setting
forth the basis for the calculations of the amount being claimed), the Borrower
shall indemnify that Lender against any loss or expense which that Lender may
have sustained or incurred (including, without limitation, any net loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by that Lender to fund or maintain LIBO Rate Fundings) or
which that Lender may be deemed to have sustained or incurred, as reasonably
determined by that 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
LIBO Rate Fundings, (ii) due to any failure of the Borrower to borrow or convert
any LIBO Rate Fundings on a date specified therefor in a notice thereof or (iii)
due to any payment or prepayment of any LIBO Rate Funding on a date other than
the last day of the applicable Interest Period for such LIBO Rate Funding. For
this purpose, all notices under Section 2.3(b) shall be deemed to be
irrevocable.

       

      Section
2.11                                Discretion
of Lenders as to Manner of Funding.

       

      Notwithstanding
any provision of this Agreement to the contrary, each Lender shall be entitled
to fund and maintain all or any part of its LIBO Rate Fundings in any manner it
deems fit, it being understood, however, that for the purposes of this Agreement
(specifically including, without limitation, Section 2.10 hereof) all
determinations hereunder shall be made as if that Lender had actually funded and
maintained each LIBO Rate Funding during each Interest Period for such LIBO Rate
Funding through the purchase of deposits having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the appropriate LIBO Rate
for such Interest Period.

       

      Section
2.12                                Conclusiveness
of Statements; Survival of Provisions.

       

      Determinations
and statements of any Lender pursuant to Sections 2.9 and 2.10 shall be
conclusive absent demonstrable error. Without limiting the generality of the
foregoing, the Borrower shall have no right to review any records of any Lender
or its other customers to determine the accuracy of any statement by that Lender
under Section 2.9(a) regarding that Lender’s demands upon other customers
of that Lender.  Each Lender may use reasonable averaging and
attribution methods in determining compensation


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      pursuant
to such Sections 2.9 and 2.10 and the provisions of Sections 2.9 and 2.10 shall
survive termination of this Agreement.

       

      Section
2.13                                Computation
of Interest and Fees.

       

      All
interest determined at the Floating Rate will be calculated based on the actual
days elapsed in a year of 365 or 366 days, as the case may be. All interest
determined at the LIBO Rate and all fees hereunder shall be computed on the
basis of actual number of days elapsed in a year of 360 days.

       

      Section
2.14                                Purpose
of Term Loan.

       

      The
proceeds of the Term Loan shall be used to finance the Intermountain Acquisition
and pay related transactional costs.

       

      ARTICLE
III

       

      Conditions
Precedent

       

      Section
3.1                                Required
Deliveries; Conditions to Effectiveness.

       

      The
obligation of the Lenders to make the Term Loan is subject to the condition
precedent that each Lender shall have received on or before the day of the Term
Loan 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, assistant secretary or other appropriate officer
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, 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 45 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 Thelen
LLP, special counsel to the Borrower, substantially in the form of Exhibit E-2,
each addressed to the Lenders.

       

      (e)           A
certificate, duly executed by the chief financial officer of the Borrower, in
the form of Exhibit F.

       

      (f)           All
fees required to be paid as of the date hereof pursuant to this Agreement or any
related document.

       

      Notwithstanding
the foregoing, this Agreement (but not the obligation to make the Term Loan)
shall become effective upon delivery to each Lender, on or before the date
hereof, of each of the items identified in clauses (a) through (d) and (f)
above, each dated (unless otherwise indicated) as of the date hereof and in form
and substance satisfactory to each Lender.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      Section
3.2                                Additional
Conditions Precedent.

       

      The
obligation of the Lenders to make the Term Loan shall be subject to the further
conditions precedent that on the date of the Term Loan:

       

      (a)           The
representations and warranties contained in Article IV (other than Section 4.6)
are correct on and as of the date of the Term Loan 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)           No
event has occurred and is continuing, or would result from the Term Loan, which
constitutes a Default or an Event of Default.

       

      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 Borrowing; No Conflict as to Law or Agreements.

       

      The
execution, delivery and performance by the Borrower of the Loan Documents and
the borrowing 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, 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 have been obtained and
copies of which have been delivered to the Agent pursuant to Section 3.1,
(ii) violate any provision of any law, rule or regulation (including,
without limitation, Regulation 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 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.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

      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.

       

      Section
4.5                                Financial
Condition.

       

      The
Borrower has heretofore furnished to the Lenders its audited consolidated
financial statement as of December 31, 2007, and its unaudited interim financial
statement as of June 30, 2008. 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 the date of the latest financial
statement referred to in Section 4.5.

       

      Section
4.7                                Litigation.

       

      Except as
set forth in the Borrower’s Annual Report on Form 10-K for the year ended
December 31, 2007, 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, 2007, or in any
document subsequently filed pursuant to Section 13, 14 or 15(d) of the Exchange
Act.

       

      Section
4.9                                Regulation
U.

       

      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), and no part of the proceeds
of the Term Loan will be used to purchase or carry any margin stock or to extend
credit to others for the purpose of purchasing or carrying any margin
stock.

       

      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.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      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.

       

      (a)           Each
Plan is in compliance in all material respects with ERISA, the Code and other
applicable federal or state law. Each Plan which is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from
the Internal Revenue Service and, to the best knowledge of the Borrower, nothing
has occurred which would or could reasonably be expected to cause the loss
of such
qualification of any such Plan or
related trust.

       

      (b)           There
are no pending or, to the best knowledge of the Borrower,
threatened claims (other than routine claims for benefits in the ordinary
course), actions or lawsuits, or action by any governmental authority, with
respect to any Plan which has resulted or could reasonably be expected to result
in a Material Adverse Effect. To the best knowledge of the Borrower, there has
been no prohibited transaction within the meaning of Section 4975 of the Code or
Section 406 ERISA or other material violation of the fiduciary responsibility
rules with respect to any Plan which has resulted or could reasonably be
expected to result in a Material Adverse Effect.

       

      (c)           No
Reportable Event has occurred or is reasonably expected to occur with respect to
any Pension Plan.

       

      (d)           The
aggregate Unfunded Pension Liability for all Pension Plans (calculated based on
the most recent actuarial report for each Pension Plan) does not exceed
$25,000,000.

       

      (e)           Neither
the Borrower nor any ERISA Affiliate has incurred nor does it reasonably expect
to incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of
ERISA).


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      (f)           Neither
the Borrower nor any ERISA Affiliate has transferred any Unfunded Pension
Liability to any Person or otherwise engaged in a transaction that could be
subject to Section 4069 of ERISA.

       

      (g)           Neither
the Borrower nor any ERISA Affiliate has incurred nor reasonably expects to
incur any liability, other than Acquisition Liability (and no event has occurred
which, with the giving of notice under Section 4219 of ERISA, would result in
such liability), under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan. As used in this paragraph, “Acquisition Liability” means
liability immaterial to the Borrower, its business and operations when taken as
a whole that is incurred in connection with an acquisition by the Borrower or
any ERISA Affiliate.

       

      ARTICLE
V

       

      Affirmative
Covenants

       

      So long
as the Commitments remain outstanding or any Note shall remain unpaid, 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 120 days after the end of each fiscal
year of the Borrower:

       

      
        	
                 
      

              	
                (i)

              	
                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.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                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.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                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.

              


      

       

      (b)           As
soon as available and in any event within 60 days after the end of each fiscal
quarter of the Borrower:

       

      
        	
                 
      

              	
                (i)

              	
                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

              


      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      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.

       

      
        	
                 
      

              	
                (ii)

              	
                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.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                A
      narrative report setting forth the Borrower’s progress in effecting
      transactions that would require a mandatory prepayment of the Obligations
      pursuant to Section 2.7(b).

              


      

       

      (c)           Concurrently
with the delivery of any financial statements under paragraph (a) or (b), a
Compliance Certificate, duly executed by the chief financial officer of the
Borrower.

       

      (d)           Promptly
following the issuance thereof, a copy of any Authorizing Order not previously
delivered to the Agent.

       

       (e)           Promptly
upon their distribution, copies of all financial statements, reports and proxy
statements which the Borrower shall have sent to its stockholders.

       

      (f)           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.

       

      (g)           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.

       

      (h)           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 the type described in Section 4.7 or which seek a monetary recovery against
the Borrower in excess of $1,000,000.

       

      (i)           As
promptly as practicable (but in any event not later than five 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.

       

      (j)           Promptly
upon becoming aware of an ERISA Event (other than an event described in clause
(c) of the definition of “ERISA Event” which has not resulted and would not
reasonably be expected to result in a Material Adverse Effect), 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.

       

      (k)           Promptly
upon (i) the adoption of any Plan subject to Section 412 of the Code, or (ii)
the adoption of any amendment to a Pension Plan or other Plan subject to Section
412 of the Code, if such amendment results in a material increase in
contributions or Unfunded Pension Liability, written notice specifying the
nature thereof.


      
        
           


        

        
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      (l)           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.

       

      (m)           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 that no
Person who owns a controlling interest in or otherwise controls the Borrower 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 the proceeds of the Term Loan to violate
any of the foreign asset control regulations of OFAC or any enabling statute or
Executive Order relating thereto, and (iii) comply with all applicable Bank
Secrecy Act (“BSA”) laws and regulations, as amended.

       

      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 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


      
        
           


        

        
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      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 (i) preserve
and maintain in full force and effect its corporate existence and good standing
under the laws of its state or jurisdiction of incorporation; (ii) 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 (iii) preserve its business
organization and goodwill; and (iv) 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.

       

      Section
5.8                                Replacement
Financing.

       

      The
Borrower will incur debt (whether from a private placement, refinancing in the
bank loan market or otherwise), issue equity or otherwise effect transactions in
amounts sufficient to prepay the Term Loan in its entirety pursuant to Section
2.7(b) as promptly as practicable after the date hereof.

       

      ARTICLE
VI

       

      Negative
Covenants

       

      So long
as the Commitments remain outstanding or any Note shall remain unpaid, 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
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


      
        
           


        

        
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      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 discharged within 45
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 Mortgage Indentures as such Mortgage
Indentures exist on the date hereof, without regard to any waiver, amendment,
modification or restatement thereof.

       

      (i)           Liens
permitted under the Mortgage Indentures as such Mortgage Indentures exist 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.

       

      (c)           Any
existing investment by the Borrower in the voting stock, membership interests or
other equity interests of any Subsidiary.

       

      (d)           The
contribution by the Borrower of all of the stock of Intermountain to the Tier 1
Subsidiary and the contribution of such stock in turn by the Tier 1 Subsidiary
to the Tier 2 Subsidiary, so long as the Tier 1 Subsidiary is a wholly-owned
Subsidiary of the Borrower and the Tier 2 Subsidiary is a wholly-owned
Subsidiary of the Tier 1 Subsidiary.

       

      (e)           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.


      
        
           


        

        
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      (f)           Consolidations,
mergers and acquisitions not prohibited by Section 6.6.

       

      (g)           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.

       

      (h)           Advances
in the form of progress payments, prepaid rent or security
deposits.

       

      (i)           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.

       

      (j)           Investments
made for the purpose of economic development, so long as the aggregate value of
the investments permitted by this clause (j) 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),
(h) or (i) 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 10% 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.

       

      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.


      
        
           


        

        
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      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.

       

      Section
6.11                                Interest
Coverage Ratio.

       

      The
Borrower will not at any time permit its Interest Coverage Ratio, determined as
of any Covenant Compliance Date, to be less than 2.50 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 2.6 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 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)           An
Event of Default, as defined in the 2005 Credit Agreement, shall
occur.

      


      
        
           


        

        
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      (g)           A
default under either Mortgage 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.

       

      (h)           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 Insolvency Proceeding with respect to itself; or (iv) takes
any action to effectuate or authorize any of the foregoing.

       

      (i)           (i) Any
involuntary Insolvency Proceeding 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 Insolvency Proceeding, or an order for relief (or similar order under
non-U.S. law) is ordered in any Insolvency Proceeding; 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.

       

      (j)           A
Change of Control shall occur with respect to the Borrower.

       

      (k)           The
Borrower shall fail within 45 days to pay, bond or otherwise discharge any
judgment or order for the payment of money in excess of $10,000,000, which is
not stayed on appeal or otherwise being appropriately contested in good
faith.

       

      (l)           (i) An
ERISA Event or ERISA Termination Event which has resulted or would reasonably be
expected to result in liability of the Borrower under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
10% of Consolidated Net Worth; (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 an increase in Unfunded Pension Liability among all
Pension Plans in an aggregate amount in excess of 10% of Consolidated Net Worth;
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
Multiemployer Plan which has resulted or could reasonably be expected to result
in a Material Adverse Effect.

       

      (m)           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.


      
        
           


        

        
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      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 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)           If
the Term Loan has not been advanced, the Agent may, by notice to the Borrower,
declare the Commitments to be terminated, whereupon the same shall forthwith
terminate.

       

      (b)           The
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 Obligations to be forthwith due and payable, whereupon the Notes, all such
accrued interest and all such other Obligations 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(h) or 7.1(i) 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.

       

      ARTICLE
VIII

       

      The
Agent

       

      Section
8.1                                Authorization.

       

      Each
Lender and the holder of each Note irrevocably appoints and authorizes the Agent
to act on behalf of such Lender or holder to the extent provided herein or in
any document or instrument delivered hereunder or in connection herewith, and to
take such other action as may be reasonably incidental thereto. In furtherance
of the foregoing, and not in limitation thereof, each Lender irrevocably
(i) authorizes the Agent to execute and deliver and perform its obligations
under this Agreement and each of the Loan Documents to which the Agent is a
party, and to exercise all rights, powers and remedies that the Agent may have
hereunder or thereunder, (ii) appoints the Agent as nominal beneficiary or
nominal secured party, as the case may be, under the Loan Documents and all
related UCC-1 financing statements, and (iii) authorizes the Agent to act
as agent of and for such Lender for purposes of holding, perfecting and
disposing of any collateral under the Loan Documents. As to any matters not
expressly provided for by this Agreement or the Loan Documents, the Agent shall
not be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Required Lenders
or, if so required pursuant to Section 9.2, upon the instructions of all
Lenders; provided, however, that except for action expressly required of the
Agent hereunder, the Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action, and the Agent
shall not in any event be required to take any action which is contrary to this
Agreement, the Loan Documents or applicable law. The Agent shall not have a
fiduciary relationship in respect of the Borrower or any Lender by reason of
this Agreement.


      
        
           


        

        
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      Section
8.2                                Distribution
of Payments and Proceeds.

       

      (a)           After
deduction of any costs of collection, as provided in this Agreement and the
other Loan Documents, and any fee payable to the Agent in its capacity as such
under this Agreement or any other agreement, the Agent shall remit to each
Lender that Lender’s Percentage of all payments of principal and interest and of
all fees and other amounts payable hereunder for the benefit of the Lenders that
are received by the Agent under the Loan Documents. Each Lender’s interest in
the Loan Documents shall be payable solely from payments, collections and
proceeds actually received by the Agent under the Loan Documents; and the
Agent’s only liability to the Lenders hereunder shall be to account for each
Lender’s Percentage of such payments, collections and proceeds in accordance
with this Agreement. If the Agent is ever required for any reason to refund any
such payments, collections or proceeds, each Lender will refund to the Agent,
upon demand, its Percentage of such payments, collections or proceeds, together
with its Percentage of interest or penalties, if any, payable by the Agent in
connection with such refund.

       

      (b)           Notwithstanding
the foregoing, if any Lender has wrongfully refused to fund its Percentage of
the Term Loan as required hereunder, or if the principal balance of any Lender’s
Note is for any other reason less than its Percentage of the aggregate principal
balances of the Notes then outstanding, the Agent may remit all payments
received by it to the other Lenders until such payments have reduced the
aggregate amounts owed by the Borrower to the extent that the aggregate amount
owing to such Lender hereunder is equal to its Percentage of the aggregate
amount owing to all of the Lenders hereunder. The provisions of this paragraph
are intended only to set forth certain rules for the application of payments,
proceeds and collections in the event that a Lender has breached its obligations
hereunder and shall not be deemed to excuse any Lender from such
obligations.

       

      Section
8.3                                Expenses.

       

      All
payments, collections and proceeds received or effected by the Agent may be
applied, first, to pay or reimburse the Agent for all costs, expenses, damages
and liabilities at any time incurred by or imposed upon the Agent in connection
with this Agreement or any other Loan Document (including but not limited to all
reasonable attorney’s fees, foreclosure expenses and advances made to protect
the security of any collateral). If the Agent does not receive payments,
collections or proceeds sufficient to cover any such costs, expenses, damages or
liabilities within 30 days after their incurrence or imposition, each Lender
shall, upon demand, remit to the Agent its Percentage of the difference between
(i) such costs, expenses, damages and liabilities, and (ii) such payments,
collections and proceeds, together with interest on such amount for each day
following the thirtieth day after demand therefor until so remitted at a rate
equal to the Federal Funds Rate for each such day.

       

      Section
8.4                                Payments
Received Directly by Lenders.

       

      If any
Lender or other holder of a Note shall obtain any payment or other recovery
(whether voluntary, involuntary, by application of offset or otherwise) on
account of the Obligations other than through distributions made in accordance
with Section 8.2, such Lender or holder shall promptly give notice of such fact
to the Agent and shall purchase from the other Lenders or holders such
participations in the Obligations held by them as shall be necessary to cause
the purchasing Lender or holder to share the excess payment or other recovery
ratably with each of them; provided, however, that if all or any portion of the
excess payment or other recovery is thereafter recovered from such purchasing
Lender or holder, the purchase shall be rescinded and the purchasing Lender
restored to the extent of such recovery (but without interest
thereon).


      
        
           


        

        
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      Section
8.5                                Indemnification.

       

      Each
Lender severally (but not jointly) hereby agrees to indemnify and hold harmless
the Agent, as well as the Agent’s agents, employees, officers and directors,
ratably according to their respective Percentages from and against any and all
losses, liabilities (including liabilities for penalties), actions, suits,
judgment, demands, damages, costs, disbursements, or expenses (including
attorneys’ fees and expenses) of any kind or nature whatsoever, which are
imposed on, incurred by, or asserted against the Agent or its agents, employees,
officers or directors in any way relating to or arising out of this Agreement or
the Loan Documents, or as a result of any action taken or omitted to be taken by
the Agent; provided, however, that no
Lender shall be liable for any portion of any such losses, liabilities
(including liabilities for penalties), actions, suits, judgments, demands,
damages, costs disbursements, or expenses resulting from the gross negligence or
willful misconduct of the Agent. Notwithstanding any other provision of the Loan
Documents, the Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall be indemnified to its satisfaction by
the Lenders against any and all liability and expense that may be incurred by it
by reason of taking or continuing to take any such action.

       

      Section
8.6                                Exculpation.

       

      The Agent
shall not be liable for any action taken or omitted to be taken by the Agent in
connection with this Agreement or the Loan Documents, except for its own gross
negligence or willful misconduct. The Agent shall be entitled to rely upon
advice of counsel concerning legal matters, the advice of independent public
accountants with respect to accounting matters and advice of other experts as to
any other matters, and upon this Agreement, any Loan Document and any schedule,
certificate, statement, report, notice or other writing which it believes to be
genuine or to have been presented by a proper person. Neither the Agent nor any
of its directors, officers, employees or agents shall (a) be responsible for any
recitals, representations or warranties contained in, or for the execution,
validity, genuineness, effectiveness or enforceability of this Agreement, any
Loan Document, or any other instrument or document delivered hereunder or in
connection herewith, (b) be responsible for the validity, genuineness,
perfection, effectiveness, enforceability, existence, value or enforcement of
any collateral security, (c) be under any duty to inquire into or pass upon any
of the foregoing matters, or to make any inquiry concerning the performance by
the Borrower or any other obligor of its obligations, or (d) in any event, be
liable as such for any action taken or omitted by it or them, except for its or
their own gross negligence or willful misconduct. The agency hereby created
shall in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, the Agent in its individual capacity.

       

      Section
8.7                                Agent
and Affiliates.

       

      The Agent
shall have the same rights and powers hereunder in its individual capacity as
any other Lender, and may exercise or refrain from exercising the same as though
it were not the Agent, and the Agent and its affiliates may accept deposits from
and generally engage in any kind of business with the Borrower as fully as if
the Agent were not the Agent hereunder.

       

      Section
8.8                                Credit
Investigation.

       

      Each
Lender acknowledges that it has made such inquiries and taken such care on its
own behalf as would have been the case had its obligations hereunder been
incurred and its Percentage of the Term Loan made directly by such Lender to the
Borrower without the intervention of the Agent or any other Lender. Each Lender
agrees and acknowledges that the Agent makes no representations or warranties
about the creditworthiness of the Borrower or any other party to this Agreement
or with respect to the legality, validity, sufficiency or enforceability of this
Agreement, any Loan Document, or any other instrument or document delivered
hereunder or in connection herewith.


      
        
           


        

        
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      Section
8.9                                Resignation
and Assignment of Agent.

       

      (a)           The
Agent may resign as such at any time upon at least 30 days’ prior notice to the
Borrower and the Lenders. In the event of any resignation of the Agent, the
Required Lenders shall as promptly as practicable appoint a successor Agent. If
no such successor Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the resigning Agent’s
giving of notice of resignation, then the resigning Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof. Any such
successor Agent shall have capital and retained earnings of at least
$100,000,000.

       

      (b)           The
Agent may, without the consent of the Borrower or the other Lenders, assign its
rights and obligations as Agent hereunder and under the other Loan Documents to
its parent or to any wholly owned subsidiary of its parent, and upon such
assignment, the former Agent shall be deemed to have retired, and such wholly
owned subsidiary shall be deemed to be a successor Agent. Any such successor
Agent shall have capital and retained earnings of at least
$100,000,000.

       

      (c)           Upon
the acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon be entitled to receive from the prior Agent such
documents of transfer and assignment as such successor Agent may reasonably
request and the resigning or assigning Agent shall be discharged from its duties
and obligations under this Agreement. After any resignation or assignment
pursuant to this Section, the provisions of this Section shall inure to the
benefit of the retiring Agent as to any actions taken or omitted to be taken by
it while it was acting as Agent hereunder.

       

      Section
8.10                                Defaults.

       

      The Agent
shall not be deemed to have knowledge of the occurrence of a Default or an Event
of Default unless the Agent has received notice from a Lender or the Borrower
specifying the occurrence of such Default or Event of Default. In the event that
the Agent receives such a notice of the occurrence of a Default or an Event of
Default, the Agent shall give prompt notice thereof to the Lenders. The Agent
shall (subject to Section 8.5 hereof) take such actions with respect to such
Default as shall be directed by the Required Lenders; provided that, unless and
until the Agent shall have received such directions, the Agent may take any
action, or refrain from taking any action, with respect to such Default as it
shall deem advisable in the best interest of the Lenders.

       

      Section
8.11                                Obligations
Several.

       

      The
obligations of each Lender hereunder are the several obligations of such Lender,
and neither any Lender nor the Agent shall be responsible for the obligations of
any other Lender hereunder, nor will the failure by the Agent or any Lender to
perform any of its obligations hereunder relieve the Agent or any other Lender
from the performance of its respective obligations hereunder. Nothing contained
in this Agreement, and no action taken by any Lender or the Agent pursuant
hereto or in connection herewith or pursuant to or in connection with the Loan
Documents shall be deemed to constitute the Lenders, together or with or without
the Agent, as a partnership, association, joint venture, or other
entity.

       

      ARTICLE
IX

       

      Miscellaneous

       

      Section
9.1                                No
Waiver; Cumulative Remedies.

       

      No
failure or delay on the part of the Lenders in exercising any right, power or
remedy under the Loan Documents shall operate as a waiver thereof; nor shall any
Lender’s acceptance of payments while any


      
        
           


        

        
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      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 Agent with the consent
or at the request of the Required Lenders), and any such 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.

       

      Notwithstanding
the foregoing:

       

      (a)           No
such amendment or waiver shall be effective to do any of the following unless
signed by each of the Lenders (or by the Agent with the consent or at the
request of each of the Lenders):

       

      
        	
                 
      

              	
                (i)

              	
                Increase
      the Commitment Amount of any Lender or extend the Term Loan Funding
      Deadline.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Permit
      the Borrower to assign its rights under this
  Agreement.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Amend
      this Section, the definition of “Required Lenders” in Section 1.1, or any
      provision herein providing for consent or other action by all
      Lenders.

              


      

       

      (b)           No
such amendment or waiver shall be effective to do any of the following unless
signed by each of the Lenders affected thereby (or by the Agent with the consent
or at the request of each of such Lenders):

       

      
        	
                 
      

              	
                 (i)

              	
                Forgive
      any indebtedness of the Borrower arising under this Agreement or the
      Notes, or reduce the rate of interest or any fees charged under this
      Agreement or the Notes.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Postpone
      or delay any date fixed by this Agreement or any other Loan Document for
      any payment of principal, interest or other material amounts due to the
      Lenders (or any of them) hereunder or under any other Loan
      Document.

              


      

       

      (c)           No
amendment, waiver or consent shall affect the rights or duties of the Agent
under this Agreement or any other Loan Document unless in writing and signed by
the Agent.

       

      (d)           No
amendment, modification or (except as provided elsewhere herein) termination of
this Agreement or waiver of any rights of the Borrower or obligations of any
Lender or the Agent hereunder shall be effective unless the Borrower shall have
consented thereto in writing.

       

      Section
9.3                                Notice.

       

      Except as
otherwise expressly provided herein, all notices and other communications
hereunder shall be in writing and shall be (i) personally delivered, (ii)
transmitted by registered mail, postage prepaid, (iii) sent by Federal Express
or similar expedited delivery service, or (iv) transmitted by telecopy, in each
case addressed to the party to whom notice is being given at its address or
telecopier number (as the case may


      
        
           


        

        
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      be) as
set forth in Exhibit A or in any applicable Assignment Certificate; or, as to
each party, at such other address or telecopier number as may hereafter be
designated in a notice by that party to the other party complying with the terms
of this Section. All such notices or other communications shall be deemed to
have been given on (i) the date received if delivered personally or by
mail, (ii) the date of receipt, if delivered by Federal Express or similar
expedited delivery service, or (iii) the date of transmission if delivered
by telecopy, except that notices or requests to the Agent or any Lender pursuant
to any of the provisions of Article II shall not be effective until
received.

       

      Section
9.4                                Costs
and Expenses.

       

      The
Borrower agrees to pay on demand all reasonable costs and expenses incurred by
the Agent in connection with the negotiation, preparation, execution,
administration, amendment or enforcement of the Loan Documents and the other
instruments and documents to be delivered hereunder and thereunder, including
the reasonable fees and out-of-pocket expenses of counsel for any Lender with
respect thereto, whether paid to outside counsel or allocated to the Agent by
in-house counsel.

       

      Section
9.5                                Indemnification
by Borrower.

       

      The
Borrower hereby agrees to indemnify the Agent and the Lenders and each officer,
director, employee and agent thereof (herein individually each called an
“Indemnitee” and collectively called the “Indemnitees”) from and against any and
all losses, claims, damages, reasonable expenses (including, without limitation,
reasonable attorneys’ fees) and liabilities incurred by an Indemnitee in
connection with or arising out of the execution or delivery of this Agreement or
any agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the use of the proceeds of
the Term Loan (including but not limited to any such loss, claim, damage,
expense or liability arising out of any claim in which it is alleged that any
Environmental Law has been breached with respect to any activity or property of
the Borrower), except to the extent that such loss, claim, damage, expense or
liability was incurred as a result of the gross negligence or willful misconduct
of the applicable Indemnitee. All obligations provided for in this
Section shall survive any termination of this Agreement.

       

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

       

      Section
9.7                                Binding
Effect; Assignment and Participations.

       

      (a)           Generally. The Loan Documents
shall be binding upon and inure to the benefit of the Borrower and the Lenders
and their respective successors and assigns, except that (i) the Borrower
shall not have the right to assign its rights thereunder or any interest therein
without the prior written consent of each of the Lenders, and (ii) except
as set forth in this Section 9.7, no Lender may assign or grant any
participation in any of its rights or obligations under any Loan
Document.

       

      (b)           Participations. Any Lender
may, at any time, grant participations in a portion of its Note and Commitment
to any institutional investor on any date selected by such Lender. Any Lender
proposing a participation hereunder shall give notice of such participation to
the Agent at least ten Business Days prior to such participation (unless the
Agent consents to a shorter period of time). Such notice shall specify the
identity of the proposed purchaser of the participation and the amount of the
proposed participation. No such partial participation shall be permitted if the
principal amount thereof would be less than $5,000,000. No holder of any such
participation,


      
        
           


        

        
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      other
than an affiliate of such Lender, shall be entitled to require such Lender to
take or omit to take any action hereunder, except that such Lender may agree
with such participant that such Lender will not, without such participant’s
consent, (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 indebtedness
evidenced by the Notes, except as expressly provided by the terms of the Loan
Documents. No Lender shall, as between the Borrower and such Lender, be relieved
of any of its obligations hereunder as a result of any such granting of a
participation. The Borrower hereby acknowledges and agrees that any participant
described in this Section will, for purposes of Section 2.9, be considered to be
a Lender hereunder (provided that such participant shall not be entitled to
receive any more than the Lender selling such participation would have received
had such sale not taken place) and may rely on, and possess all rights under,
any opinions, certificates, or other instruments or documents delivered under or
in connection with any Loan Document (it being understood that each opinion
delivered hereunder speaks only as of the date thereof).

       

      (c)           Assignments. Any Lender may,
at any time, assign a portion of its Note and Commitment to an Eligible Lender
(an “Applicant”) on any date (the “Adjustment Date”) selected by such Lender.
Any Lender proposing an assignment hereunder shall give notice of such
assignment to the Agent at least ten Business Days prior to such assignment
(unless the Agent consents to a shorter period of time). Such notice shall
specify the identity of such Applicant and the Percentage which it proposes that
such Applicant acquire (which Percentage shall be the same for the Commitment
and the Note held by the assigning Lender). No such partial assignment shall be
permitted if, immediately after giving effect to such assignment, either the
Credit Exposure of the Applicant or the Credit Exposure of the assigning Lender
would be less than $5,000,000. The notice of assignment shall contain a
representation by the Applicant to the effect that none of the consideration
used to make the purchase of the Note and Commitment under the applicable
assignment agreement constitutes “plan assets” as defined under ERISA and that
the rights and interests of the Applicant in and under the Loan Documents will
not be “plan assets” under ERISA. Any Lender making an assignment under this
Section shall pay the Agent a transfer fee in the amount of $3,500
simultaneously with such assignment.

       

      (d)           Consents. Any assignment
hereunder may be made, and any participation granted, only with the prior
written consent of the Agent and the Borrower; provided, however, that
(i) in no event shall such consent be unreasonably withheld or delayed,
(ii) the consent of the Borrower shall not be required if any Default or
Event of Default has occurred and is continuing at the time of such assignment
or grant of participation, (iii) no such consent of the Borrower and the
Agent shall be required for the assignment by any Lender of, or grant of a
participation in, all or any part of its Commitment and Note to one or more
other Persons that are Lenders immediately prior to such assignment, and
(iv) no such consent of the Borrower and the Agent shall be required for
the assignment by any Lender of, or grant of a participation in, all or any part
of its Commitment and Note to one or more affiliates of such Lender, provided
that, unless consented to by the Borrower and the Agent (which consent shall not
be unreasonably withheld), no such assignment under this clause (iv) shall
relieve the transferring Lender from its obligations hereunder.

       

      (e)           Assignment Certificate and
Notes. To confirm the status of each Additional Lender as a party to this
Agreement and to evidence the assignment in accordance herewith:

       

      
        	
                 
      

              	
                 (i)

              	
                the
      Borrower, such Lender, such Applicant, and the Agent shall, on or before
      the Adjustment Date, execute and deliver to the Agent an Assignment
      Certificate in substantially the form of Exhibit D (an “Assignment
      Certificate”) (provided that the assignment will be effective without the
      signature of the Borrower or
the

              


      


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      Agent to
the extent that the consent of the Borrower or the Agent, as the case may be, is
not required hereunder); and

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Borrower will, at its own expense, execute and deliver to the Additional
      Lender a new Note, payable to the order of the Additional Lender in an
      amount corresponding to the applicable interest in the assigning Lender’s
      rights and obligations acquired by such Applicant pursuant to such
      assignment, and, if the assigning Lender has retained interests in such
      rights and obligations, a new Note, payable to the order of that Lender in
      an amount corresponding to such retained interests. Such new Notes shall
      be in an aggregate principal amount equal to the aggregate principal
      amount of the applicable Note to be replaced by such new Notes, shall be
      dated the effective date of such assignment and shall otherwise be in the
      form of the Note to be replaced thereby. Such new Notes shall be issued in
      substitution for, but not in satisfaction or payment of, the Notes being
      replaced thereby.

              


      

       

      
        	
                 
      

              	
                Upon
      the execution and delivery of such Assignment Certificate and such Notes,
      (a) this Agreement shall be deemed to be amended to the extent, and
      only to the extent, necessary to reflect the addition of such Additional
      Lender and the resulting adjustment of Percentages arising therefrom, (b)
      the assigning Lender shall be relieved of all obligations hereunder to the
      extent of the reduction of all obligations hereunder and to the extent of
      the reduction of such Lender’s Percentage, and (c) the Additional Lender
      shall become a party hereto and shall be entitled to all rights, benefits
      and privileges accorded to a Lender herein and in each other document or
      instrument executed pursuant hereto and subject to all obligations of a
      Lender hereunder, including the right to approve or disapprove actions
      which, in accordance with the terms hereof, require the approval of the
      Required Lenders or all Lenders, and, if the Term Loan has not yet been
      made, the obligation to advance its Percentage of the Term Loan
      hereunder.

              


      

       

      (f)           Federal Reserve Bank Security
Interests. Notwithstanding the foregoing, each Lender may at any time
grant a security interest in all or any portion of its rights under this
Agreement and that Lender’s Note in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System.

       

      (g)           Borrower Cooperation. In
order to facilitate the addition of Additional Lenders hereto, the Borrower
shall cooperate fully with each Lender and the Agent in connection therewith and
shall provide all reasonable assistance requested by each Lender and the Agent
relating thereto, including, without limitation, the furnishing of such written
materials and financial information regarding the Borrower as any Lender or the
Agent may reasonably request, the execution of such documents as any Lender or
the Agent may reasonably request with respect thereto, and the participation by
officers of the Borrower in a meeting or teleconference call with any Applicant
upon the reasonable request of any Lender or the Agent.

       

      Section
9.8                                Disclosure
of Information.

       

      The 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 Agent or the
Lenders (the “Disclosed Information”). Notwithstanding the foregoing, the Agent
and each Lender may disclose Disclosed Information (i) to the Agent, any
other Lender or any Affiliate of any Lender; (ii) to legal counsel,
accountants and other professional advisors to the Agent or such Lender;
(iii) to any regulatory body having jurisdiction over any Lender or the
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)


      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      becomes
publicly available other than as a result of a breach of this Agreement, (B)
becomes available to the 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
Agent or such Lender on a non-confidential basis prior to its disclosure to the
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
writing; (vii) to the extent reasonably deemed necessary by the Agent or
any Lender in the enforcement of the remedies of the 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 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 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 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 Agent. Thereupon, if the Required Lenders shall determine that
such trust indenture, credit agreement or other agreement includes covenants or
defaults reasonably determined by


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      the
Required Lenders to be more restrictive than those provided for in Articles V
and VI 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 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 Agent or the Lenders hereunder.

       

      Section
9.15                                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.

       

      Section
9.16                                Customer
Identification – USA Patriot Act Notice.

       

      The Agent
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the
“Act”), and the Agent’s policies and practices, each Lender is required to
obtain, verify and record certain information and documentation that identifies
the Borrower, which information includes the name and address of the Borrower
and such other information that will allow each Lender to identify the Borrower
in accordance with the Act.

       

       [The
balance of this page is intentionally left blank.]


      
        
           


        

        
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      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 Accounting
Officer

              


      

       

      



      
        
          
            Signature
Page to MDU Resources Group, Inc. Term Loan Agreement

          

           


        

        
          39

          
            

          

        

        
           


        

      


       

      


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

                By  /s/ Patrick McCue

                Patrick McCue

                Its
      Vice President

              


      

       

      



      
        
          
            Signature
Page to MDU Resources Group, Inc. Term Loan Agreement

          

           


        

        
          40

          
            

          

        

        
           


        

      


      


       

      


       

      EXHIBITS
AND SCHEDULES

       

      
        	
                 
      

              	
                Exhibit
      A

              	
                Commitment
      Amounts and Addresses

              


      

       

      
        	
                 
      

              	
                Exhibit
      B

              	
                Form
      of Note

              


      

       

      
        	
                 
      

              	
                Exhibit
      C

              	
                Form
      of Compliance Certificate

              


      

       

      
        	
                 
      

              	
                Exhibit
      D

              	
                Assignment
      Certificate

              


      

       

      
        	
                 
      

              	
                Exhibit
      E-1

              	
                Form
      of General Counsel Opinion

              


      

       

      
        	
                 
      

              	
                Exhibit
      E-2

              	
                Form
      of Thelen  LLP Opinion

              


      

       

      
        	
                 
      

              	
                Exhibit
      F

              	
                Acquisition
      Certificate

              


      

      
        


         

        


      

       

      
        	
                 
      

              	
                Schedule
      4.2

              	
                Authorizing
      Orders

              


      

       

      
        	
                 
      

              	
                Schedule
      4.4

              	
                Subsidiaries

              


      

       

      
        	
                 
      

              	
                Schedule
      6.1

              	
                Permitted
      Liens

              


      

       

      


       

      



      
        
           


        

        
          41

          
            

          

        

        
           


        

      


      


       

      Exhibit
A

       

      COMMITMENT
AMOUNTS AND ADDRESSES

       

      
        	
                Name

              	
                Commitment
      Amount

              	
                Notice
      Address

              
	
                MDU
      Resources Group, Inc.

              	
                N/A

              	
                Schuchart
      Building

                918
      E. Divide Avenue

                Bismarck,
      ND  58501

                Attention:  Chief
      Financial Officer

                Telecopier:
      701-222-7607

              
	
                Wells
      Fargo Bank, National Association, as Agent

              	
                N/A

              	
                MAC
      N9305-031

                Sixth
      and Marquette

                Minneapolis,
      Minnesota  55479

                Attention:
      Patrick McCue

                Telecopier:
      612-667-2276

              
	
                Wells
      Fargo Bank, National Association, as a Lender

              	
                $175,000,000

              	
                MAC
      N9305-031

                Sixth
      and Marquette

                Minneapolis,
      Minnesota  55479

                Attention:
      Patrick McCue

                Telecopier:
      612-667-2276

              


      

       

      



      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      


       

      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 Agent under the Loan 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
_____________________________ ($_____________________________), 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 Term Loan Agreement dated September
26, 2008 among the Borrower, Wells Fargo Bank, National Association, as Agent
(in such capacity, the “Agent”), and various Lenders, including the Lender
(together with all amendments, modifications and restatements thereof, the “Loan
Agreement”).

       

      This Note
is issued pursuant to, and is subject to, the Loan 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
and mandatory prepayment hereof. This Note is a Note, as defined in the Loan
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
      _______________________________

              


      


      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      Exhibit
C

       

      COMPLIANCE
CERTIFICATE

       

      __________________________,
______

       

      
        	
                 
      

              	
                Wells
      Fargo Bank, National Association

              


      

      
        	
                 
      

              	
                MAC
      N9305-031

              


      

      
        	
                 
      

              	
                Minneapolis,
      Minnesota 55479

              


      

       

      
        	
                 
      

              	
                The
      Lenders, as defined in the Loan Agreement described
  below

              


      

       

      Compliance
Certificate

       

      Ladies
and Gentlemen:

       

      Reference
is made to the Term Loan Agreement (the “Loan Agreement”) dated September 26,
2008 entered into among MDU Resources Group, Inc. (the “Borrower”), Wells Fargo
Bank, National Association, as Agent, and the Lenders, as defined
therein.

       

      All terms
defined in the Loan Agreement and not otherwise defined herein shall have the
meanings given them in the Loan 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(a)(iii), 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 Loan Agreement, except as set forth in the attachments, if any,
      hereto.

              


      

       

      Very
truly yours,

      ______________________________________

       

      



      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      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

              
	
                Section
      6.13 Interest Coverage Ratio of Borrower alone (including divisions but
      excluding Subsidiaries)

              
	
                EBITDA

              	 
      	 
      	 
      
	
                (i)(A)after-tax
      net income

              	
                $_______

              	 
      	 
      
	
                (B)non-operating gains and
      losses

              	
                $_______

              	 
      	 
      
	
                (ii)(A)Interest
      Expense

              	
                $_______

              	 
      	 
      
	
                (B)income taxes

              	
                $_______

              	 
      	 
      
	
                         (C)    depreciation
      and amortization

              	
                $_______

              	 
      	 
      
	
                Total ([(i)(A) ± (i)(B)] +
      [(ii)(A) + (ii)(B) + (ii)(C)])

              	
                $_______

              	 
      	 
      
	
                Interest
      Expense of Borrower alone (including divisions but excluding
      Subsidiaries)

              	
                $_______

              	 
      	 
      
	
                EBITDA
      : Interest Expense

              	 
      	
                ____:
      1

              	
                ≥
      2.50 : 1

              


      


      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      


       

      Exhibit
D

       

      ASSIGNMENT
CERTIFICATE

       

      Assigning
Lender: _______________________________

       

      Applicant:
____________________________________

       

      This
Certificate (the “Certificate”) is delivered pursuant to Section 9.7(c) of
the Term Loan Agreement dated as of September 26, 2008 entered into among MDU
Resources Group, Inc. (the “Borrower”), Wells Fargo Bank, National Association,
as Agent, and the Lenders, as defined therein.

       

      The
Assigning Lender named above wishes to assign a portion of its interest arising
under the Loan Agreement to the Applicant named above pursuant to Section 9.7(c)
of the Loan Agreement, and the Applicant wishes to become an Additional Lender
pursuant thereto. This Certificate is an Assignment Certificate, as defined in
the Loan Agreement, and is executed for purposes of informing the Agent and the
Borrower of the transactions contemplate hereby and obtaining the consent of the
Agent and the Borrower to the extent required under the Loan
Agreement.

       

      Accordingly,
the undersigned hereby agree as follows:

       

      1.           Definitions. Unless
otherwise defined herein, terms used herein have the meanings provided in the
Loan Agreement.

       

      2.           Allocation of
Payments. Any interest, fees and other payments accrued to the Effective
Date with respect to the Assigning Lender’s interest under the Loan Documents
shall be for the account of the Assigning Lender. Any interest, fees and other
payments accruing on and after the Effective Date with respect to the interests
assigned hereunder shall be for the account of the Applicant.  Each of
the Assigning Lender and the Applicant agrees that it will hold in trust for the
other party any interest, fees and other amounts which it may receive to which
the other party is entitled pursuant to the preceding sentence and pay to the
other party any such amounts which it may receive promptly upon
receipt.

       

      3.           Effective Date;
Conditions. The date on which the Applicant shall become an Additional
Lender (the “Effective Date”) is ________________, 20__; provided, however, that
the assignment and assumption described in this Certificate shall not be
effective unless, on or before the Effective Date, (i) the Agent has
received counterparts of this Certificate duly executed and delivered by the
Borrower (unless the Borrower’s consent to the assignment hereunder is not
required under Section 9.7(c) of the Loan Agreement), the Assigning Lender, the
Agent (unless the Agent’s consent to the assignment hereunder is not required
under Section 9.7(c) of the Loan Agreement) and the Applicant, (ii) the
Agent has received the transfer fee for the account of the Agent in the amount
of $3,500, and (iii) all other terms and conditions of this Certificate and
the Loan Agreement relating to the assignment hereunder have been
satisfied.

       

      4.           Applicant’s Interest.
Effective as of the Effective Date, [the Applicant’s Commitment Amount shall be
the amount designated as the “Assigned Commitment Amount” opposite the
Applicant’s signature below (and the Applicant shall be deemed to have assumed
the Assigning Lender’s Commitment in the amount of such Assigned Commitment
Amount)/the principal amount of the Term Loan owing to the Applicant shall be
the amount designated as the “Assigned Principal” opposite the Applicant’s
signature below].

       

      5.           Retained Interest.
Effective as of the Effective Date, [the Assigning Lender’s Commitment Amount
shall be the amount designated as the “Retained Commitment Amount”
opposite


      
        
           


        

        
          46

          
            

          

        

        
           


        

      


      the
Assigning Lender’s signature below (and the Assigning Lender shall be relieved
of all of its obligations under the Loan Agreement to the extent of the
reduction in its Commitment Amount in accordance herewith)/the principal amount
of the Term Loan owing to the Assigning Lender shall be the amount designated as
the “Retained Principal” opposite the Assigning Lender’s signature
below].

       

      6.           New Notes.
Concurrently with the execution and delivery hereof, the Borrower shall issue
and deliver to the Agent in exchange for the Assigning Lender’s Note (i) a
Note payable to the order of the Applicant in a face principal amount equal to
the Applicant’s [Assigned Commitment Amount/Assigned Principal], in
substantially the form of Exhibit B to the Loan Agreement, and (ii) if the
Assigning Lender has retained any interest, a Note payable to the order of the
Assigning Lender in the amount of the [Retained Commitment Amount/Retained
Principal], in substantially the form of Exhibit B to the Loan
Agreement.  The Agent shall deliver the foregoing Notes to the
Applicant and the Assigning Lender promptly after the Effective Date, or (if
later) the receipt by the Agent thereof.

       

      7.           Notice Address. The
address shown below the Applicant’s signature hereto shall be its notice address
for purposes of Section 9.3 of the Loan Agreement, unless and until it shall
designate, in accordance with such Section 9.3, another address for such
purposes.

       

      8.           Assumption. Upon the
Effective Date, the Applicant shall become a party to the Loan Agreement and a
Lender thereunder and (i) shall be entitled to all rights, benefits and
privileges accorded to a Lender in the Loan Agreement, (ii) shall be
subject to all obligations of a Lender thereunder, and (iii) shall be
deemed to have specifically ratified and confirmed (and by executing this
Certificate the Applicant hereby specifically ratifies and confirms) all of the
provisions of the Loan Agreement and the Loan Documents.

       

      9.           Independent Credit
Decision. The Applicant (a) acknowledges that it has received a copy of
the Loan Agreement and the Schedules and Exhibits thereto, together with copies
of the most recent financial statements referred to in Section 4.5 or 5.1
of the Loan Agreement, and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to enter into
this Assignment and Acceptance; (b) acknowledges and agrees that in
becoming an Additional Lender, such actions have been and will be made without
recourse to, or representation or warranty by, the Assigning Lender or the
Agent; and (c) agrees that it will, independently and without reliance upon the
Assigning Lender, the Agent 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 and legal decisions in taking or not taking action under the Loan
Agreement.

       

      10.           Withholding Tax. The
Applicant (a) represents and warrants to the Agent and the Borrower that under
applicable law and treaties no tax will be required to be withheld by the Agent
with respect to any payments to be made to the Applicant hereunder, (b) agrees
to furnish (if it is organized under the laws of any jurisdiction other than the
United States or any State thereof) to the Agent and the Borrower prior to the
time that the Agent or Borrower is required to make any payment of principal,
interest or fees hereunder, duplicate executed originals of U.S. Internal
Revenue Service Form W-8ECI or W-8BEN (or appropriate replacement forms) and
agrees to provide new Forms W-8ECI or W-8BEN (or appropriate replacement forms)
upon the expiration of any previously delivered form or comparable statements in
accordance with applicable U.S. law and regulations and amendments thereto, duly
executed and completed by the Applicant, and (c) agrees to comply with all
applicable U.S. laws and regulations with regard to such withholding tax
exemption.

       

      11.           Further Assurances.
The Borrower, the Assigning Lender and the Applicant shall, at any time and from
time to time upon the written request of the Agent, execute and deliver such
further documents and do such further acts and things as the Agent may
reasonably request in order to effect the purpose of this
Certificate.


      
        
           


        

        
          47

          
            

          

        

        
           


        

      


       

      12.           Miscellaneous. This
Certificate may be executed in any number of counterparts by the parties hereto,
each of which counterparts shall be deemed to be an original and all of which
shall together constitute one and the same certificate.  Matters
relating to this Certificate shall be governed by, and construed in accordance
with, the internal laws of the State of New York.

       

      IN
WITNESS WHEREOF, the undersigned have executed this Certificate as of the
Effective Date set forth above.

       

      
        	
                [Retained
      Principal: $_________________________/

                Retained
      Commitment Amount: $_________________________]

              	
                _________________________________

                [Assigning Lender]

                By
      _______________________________

                Its
      _____________________________

              
	
                 

                [Assigned
      Principal: $_________________________/

                Assigned
      Commitment Amount: $_________________________]

              	
                 

                _________________________________

                [Applicant]

                By
      _______________________________

                Its
      _____________________________

                Notice
      Address:

                _________________________________

                _________________________________

                _________________________________

                Telecopier:
      _______________________

              


      

       

      Consent of
Agent

       

      The Agent
hereby consents to the foregoing Assignment.

       

      
        	
                 
      

              	
                WELLS
      FARGO BANK, NATIONAL ASSOCIATION

              


      

       

      
        	
                 
      

              	
                By
      _________________________________

              


      

      
        	
                 
      

              	
                Its
      _______________________________

              


      

       

      Consent of
Borrower

       

      The
Borrower hereby consents to the foregoing Assignment.

       

      
        	
                 
      

              	
                MDU
      RESOURCES GROUP, INC.

              


      

       

      
        	
              	
                By
      _________________________________

              


        
          	
                   
      

                	
                  Its
      _______________________________

                


        

        

          
            
               


            

            
              48

              
                

              

            

            
               


            

          



      

      Exhibit
E-1

       

      September
26, 2008

       

      Wells
Fargo Bank, National Association, as Agent and as the sole initial
Lender

       

      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 Term Loan Agreement, dated
as of September 26, 2008 (the “Agreement”), by and among the Company, the
several financial institutions from time to time party thereto, and Wells Fargo
Bank, National Association, as Agent, and (b) the negotiation, preparation,
execution and delivery of the other Loan Documents listed on Schedule A 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 Iowa, Minnesota, Montana, Nebraska, North Dakota, South
Dakota and Wyoming, and is not required, whether by reason of ownership or
leasing of property or the conduct of its business,


      
        
           


        

        
          49

          
            

          

        

        
           


        

      


      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, 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, and the borrowing thereunder, 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, each of
which Authorizing Orders has been obtained and is 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, 2007, 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.

       

      7.           The
Term Loan has been duly authorized by the Borrower’s Board of Directors pursuant
to resolutions adopted thereby on July 10, 2008, which authority remains in full
force and effect on the date hereof.

       

      8.           Without
limiting the generality of the foregoing, the Term Loan 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.

       

      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 Iowa, Montana, Nebraska, 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 Thelen LLP.


      
        
           


        

        
          50

          
            

          

        

        
           


        

      


       

      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 Thelen LLP, 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 Agent and the Lenders now or hereafter parties to the
Agreement on the opinions expressed herein.

       

                                      Very truly
yours,


      
        
           


        

        
          51

          
            

          

        

        
           


        

      


       

      SCHEDULE
A

       

      Promissory
Note of MDU Resources Group, Inc., dated September 26, 2008, payable to the
order of Wells Fargo Bank, National Association in the face principal amount of
$175,000,000.

       

      


       

      



      
        
           


        

        
          52

          
            

          

        

        
           


        

      


      Exhibit
E-2

       

      September
26, 2008

       

      Wells
Fargo Bank, National Association, as Agent and as the sole initial
Lender

       

      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 Term Loan Agreement, dated as of September 26, 2008
(the “Agreement”), by and among the Company, the several financial institutions
from time to time party thereto, and Wells Fargo Bank, National Association, as
Agent, and (b) the negotiation, preparation, execution and delivery of the other
Loan Documents listed on Schedule A 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


      
        
           


        

        
          53

          
            

          

        

        
           


        

      


      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,
each of which Authorizing Orders has been obtained and is 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 2.8(c) and Section 7.2(c) of the Agreement, (b) the
enforceability of rights to indemnity 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 Iowa, Minnesota,
Montana, Nebraska, 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 Agent and the Lenders now or hereafter parties to the
Agreement on the opinions expressed herein.

       

                                                                          Very truly
yours,


      
        
           


        

        
          54

          
            

          

        

        
           


        

      


       

      SCHEDULE
A

       

      Promissory
Note of MDU Resources Group, Inc., dated September 26, 2008, payable to the
order of Wells Fargo Bank, National Association in the face principal amount of
$175,000,000.

       

      



      
        
           


        

        
          55

          
            

          

        

        
           


        

      


      Exhibit
F

       

      ACQUISITION
CERTIFICATE

       

                                                                          __________________________,
______

       

      
        	
                 
      

              	
                Wells
      Fargo Bank, National Association

              


      

      
        	
                 
      

              	
                MAC
      N9305-031

              


      

      
        	
                 
      

              	
                Minneapolis,
      Minnesota 55479

              


      

       

      
        	
                 
      

              	
                The
      Lenders, as defined in the Loan Agreement described
  below

              


      

       

      Acquisition
Certificate

       

      Ladies
and Gentlemen:

       

      Reference
is made to the Term Loan Agreement (the “Loan Agreement”) dated September 26,
2008 entered into among MDU Resources Group, Inc. (the “Borrower”), Wells Fargo
Bank, National Association, as Agent, and the Lenders, as defined
therein.

       

      All terms
defined in the Loan Agreement and not otherwise defined herein shall have the
meanings given them in the Loan Agreement.

       

      This is
the certificate required under Section 3.1(e) of the Loan Agreement as a
condition to making the Term Loan.

       

      I hereby
certify to you as follows:

       

      
        	
                 
      

              	
                1.

              	
                I
      am the chief financial officer of the Borrower, and I am familiar with the
      terms of the Intermountain
Acquisition.

              


      

       

      
        	
                 
      

              	
                2.

              	
                All
      conditions precedent to the Intermountain Acquisition have been satisfied
      in full or, concurrent with the making of the Term Loan, will be satisfied
      in full pursuant to provisions for their satisfaction that have been
      made.

              


      

       

      
        	
                 
      

              	
                                                        
      _____________________________________

              


      

       

      


       

      


       

      



      
        
           


        

        
          56

          
            

          

        

        
           


        

      


      Schedule
4.2

      Authorizing
Orders

       

      MDU
Resources Group, Inc.  MDU Resources Group, Inc. (“MDU”) received
authorization to issue up to $330,000,000 of short-term promissory notes
representing bank borrowings from the following regulatory
commissions:

       

      
        	
                 
      

              	
                a.      By
      an order dated September 10, 2008, MDU received authorization from the
      Federal Energy Regulatory Commission (FERC) in Docket No.
      ES08-54-000.  This FERC authorization is effective with respect
      to borrowings from September 10, 2008 through September 9,
      2010.

              


      

       

      
        	
                 
      

              	
                b.     By
      an order dated August 26, 2008, MDU received authorization from the
      Montana Public Service Commission in Docket No. D2008.8.93,
      Default Order No. 6934. This Montana authorization is effective with
      respect to borrowings from August 26, 2008 through August 25,
      2009.

              


      

       

      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.


      
        
           


        

        
          57

          
            

          

        

        
           


        

      




    
      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
      Land Leasing Co., a Washington corporation, 100%

              
	
                14.

              	
                Cascade
      Natural Gas Corporation, a Washington corporation, 100%

              
	
                15.

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

              
	
                16.

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

              
	
                17.

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

              
	
                18.

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

              
	
                19.

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

              
	
                20.

              	
                CGC
      Energy, Inc., a Washington corporation, 100%

              
	
                21.

              	
                CGC
      Properties, Inc., a Washington corporation, 100%

              
	
                22.

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

              
	
                23.

              	
                ClearFlame,
      LLC, a Colorado limited liability company, 100%

              
	
                24.

              	
                Concrete,
      Inc., a California corporation, 100%

              
	
                25.

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

              
	
                26.

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

              
	
                27.

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

              
	
                28.

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

              
	
                29.

              	
                Desert
      Fire Protection, a Nevada Limited Partnership, 100%

              
	
                30.

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

              
	
                31.

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

              
	
                32.

              	
                DSS
      Company, a California corporation,  100%

              
	
                33.

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

              
	
                34.

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

              
	
                35.

              	
                Fidelity
      Exploration & Production Company, a Delaware
      corporation,  100%

              
	
                36.

              	
                Fidelity
      Exploration & Production Company of Texas LLC, a Delaware limited
      liability company, 99.44%

              
	
                37.

              	
                Fidelity
      Oil Co., a Delaware corporation, 100%

              
	
                38.

              	
                Frebco,
      Inc., an Ohio corporation, 100%

              
	
                39.

              	
                FutureSource
      Capital Corp., a Delaware corporation,  100%

              
	
                40.

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

              
	
                41.

              	
                Hamlin
      Electric Company, a Colorado corporation, 100%

              
	
                42.

              	
                Hap
      Taylor & Sons, Inc., an Oregon corporation, 100%

              
	
                43.

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

              
	
                44.

              	
                Hawaiian
      Cement, a Hawaii partnership, 100%

              
	
                45.

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

              
	
                46.

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

              


      

      
        
          
             


          

          
            58

            
              

            

          

          
             


          

        

      

      
        	
                47.

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

              
	
                48.

              	
                InterSource
      Insurance Company, a Vermont corporation, 100%

              
	
                49.

              	
                Jebro
      Incorporated, an Iowa corporation, 100%

              
	
                50.

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

              
	
                51.

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

              
	
                52.

              	
                Kent’s
      Oil Service, a California corporation, 100%

              
	
                53.

              	
                Knife
      River Corporation, a Delaware corporation, 100%

              
	
                54.

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

              
	
                55.

              	
                Knife
      River Corporation – South, a Texas corporation, 100%

              
	
                56.

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

              
	
                57.

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

              
	
                58.

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

              
	
                59.

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

              
	
                60.

              	
                KRC
      Aggregate, Inc., a Delaware corporation, 100%

              
	
                61.

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

              
	
                62.

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

              
	
                63.

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

              
	
                64.

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

              
	
                65.

              	
                LTM,
      Incorporated, an Oregon corporation, 100%

              
	
                66.

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

              
	
                67.

              	
                MDU
      Chile Inversiones Ltda., a Chile limited liability partnership,
      100%

              
	
                68.

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

              
	
                69.

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

              
	
                70.

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

              
	
                71.

              	
                MDU
      Norte Transmissão de Energia Ltda., a Brazil limited liability company,
      100%

              
	
                72.

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

              
	
                73.

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

              
	
                74.

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

              
	
                75.

              	
                MDU
      Sul Transmissão de Energia Ltda., a Brazil limited liability company,
      100%

              
	
                76.

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

              
	
                77.

              	
                Morse
      Bros., Inc., an Oregon corporation, 100%

              
	
                78.

              	
                Netricity
      LLC, an Alaska limited liability company, 75%

              
	
                79.

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

              
	
                80.

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

              
	
                81.

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

              
	
                82.

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

              
	
                83.

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

              
	
                84.

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

              
	
                85.

              	
                Prairielands
      Magnetics Limited, a Scotland private limited company,
  100%

              
	
                86.

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

              
	
                87.

              	
                Rogue
      Aggregates, Inc., an Oregon corporation, 100%

              
	
                88.

              	
                Seven
      Brothers Ranches, Inc., a Wyoming corporation, 100%

              
	
                89.

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

              
	
                90.

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

              
	
                91.

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

              
	
                92.

              	
                The
      Wagner-Smith Company, an Ohio corporation, 100%

              
	
                93.

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

              
	
                94.

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

              
	
                95.

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

              
	
                96.

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

              
	
                97.

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

              


      

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

      
        	
                98.

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

              
	
                99.

              	
                WHC,
      Ltd., a Hawaii corporation, 100%

              
	
                100.

              	
                Williston
      Basin Interstate Pipeline Company, a Delaware corporation,
      100%

              


      

      



      
        
           


        

        
          60

          
            

          

        

        
           


        

      

      Schedule
6.1

       

      LIENS

       

      None.


      
        
           


        

        
          61