Centennial Energy Credit Agreement


    


    CREDIT
      AGREEMENT
      
      

       

      Dated
        as of August 26, 2005

       

      among

       

      CENTENNIAL
        ENERGY

      HOLDINGS,
        INC.,

       

      THE
        SEVERAL FINANCIAL INSTITUTIONS

      FROM
        TIME TO TIME PARTY TO THIS AGREEMENT,

       

      U.S.
        BANK NATIONAL ASSOCIATION

      as
        Administrative Agent,

       

      UNION
        BANK OF CALIFORNIA, N.A.,

      as
        Co-Syndication Agent,

      


      ABN
        AMRO BANK N.V.,

      as
        Co-Syndication Agent,

       

      BANK
        OF AMERICA, N.A.,

      as
        Co-Documentation Agent,

      


      and

      


      KEYBANK
        NATIONAL ASSOCIATION,

      as
        Co-Documentation Agent

      


      


       

      


       

      Arranged
        By

       

      U.S.
        BANK NATIONAL ASSOCIATION,

      UNION
        BANK OF CALIFORNIA, N.A. 

      and

      ABN
        AMRO BANK N.V.

      


      


      
        
          
            
              	
                       

                    	 	 


            

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

                  

        

      

      
CONTENTS

       

          
        Clause                                 
                         Page

       

      
        	
                ARTICLE
                  I

                 

              	
                DEFINITIONS

                 

              	
                1

                 

              
	
                1.01

                 

              	
                Certain
                  Defined Terms

                 

              	
                1

                 

              
	
                1.02

                 

              	
                Other
                  Interpretive Provisions

                 

              	
                16

                 

              
	
                1.03

                 

              	
                Accounting
                  Principles

                 

              	
                17

                 

              
	
                ARTICLE
                  II

                 

              	
                THE
                  FACILITY

                 

              	
                17

                 

              
	
                2.01

                 

              	
                The
                  Facility

                 

              	
                17

                 

              
	
                2.02

                 

              	
                Advances

                 

              	
                18

                 

              
	
                2.03

                 

              	
                Method
                  of Borrowing

                 

              	
                19

                 

              
	
                2.04

                 

              	
                Fees;
                  Changes in Aggregate Commitment

                 

              	
                19

                 

              
	
                2.05

                 

              	
                Minimum
                  Amount of Each Advance

                 

              	
                20

                 

              
	
                2.06

                 

              	
                Optional
                  Principal Payments

                 

              	
                20

                 

              
	
                2.07

                 

              	
                Changes
                  in Interest Rate, etc

                 

              	
                20

                 

              
	
                2.08

                 

              	
                Rates
                  Applicable After Default

                 

              	
                21

                 

              
	
                2.09

                 

              	
                Method
                  of Payment

                 

              	
                21

                 

              
	
                2.10

                 

              	
                Notes;
                  Telephonic Notices

                 

              	
                21

                 

              
	
                2.11

                 

              	
                Interest
                  Payment Dates; Interest and Fee Basis

                 

              	
                22

                 

              
	
                2.12

                 

              	
                Notification
                  of Advances, Interest Rates, Prepayments and Commitment
                  Changes

                 

              	
                22

                 

              
	
                2.13

                 

              	
                Lending
                  Installations

                 

              	
                22

                 

              
	
                2.14

                 

              	
                Non-Receipt
                  of Funds by the Administrative Agent

                 

              	
                22

                 

              
	
                2.15

                 

              	
                Replacement
                  of Bank

                 

              	
                23

                 

              
	
                2.16

                 

              	
                Letters
                  of Credit

                 

              	
                23

                 

              
	
                ARTICLE
                  III

                 

              	
                YIELD
                  PROTECTION; TAXES

                 

              	
                27

                 

              
	
                3.01

                 

              	
                Yield
                  Protection

                 

              	
                27

                 

              
	
                3.02

                 

              	
                Changes
                  in Capital Adequacy Regulations

                 

              	
                28

                 

              
	
                3.03

                 

              	
                Availability
                  of Types of Advances

                 

              	
                28

                 

              
	
                3.04

                 

              	
                Funding
                  Indemnification

                 

              	
                29

                 

              
	
                3.05

                 

              	
                Taxes

                 

              	
                29

                 

              
	
                3.06

                 

              	
                Bank
                  Statements; Survival of Indemnity

                 

              	
                30

                 

              
	
                ARTICLE
                  IV

                 

              	
                CONDITIONS
                  PRECEDENT

                 

              	
                31

                 

              
	
                4.01

                 

              	
                Initial
                  Credit Extension

                 

              	
                31

                 

              
	
                4.02

                 

              	
                Each
                  Credit Extension

                 

              	
                33

                 

              
	
                ARTICLE
                  V

                 

              	
                REPRESENTATIONS
                  AND WARRANTIES

                 

              	
                33

                 

              
	
                5.01

                 

              	
                Existence
                  and Power; Standing; Compliance With Laws

                 

              	
                33

                 

              
	
                5.02

                 

              	
                Corporate
                  Authorization; No Contravention or Conflict

                 

              	
                34

                 

              
	
                5.03

                 

              	
                Governmental
                  Authorization

                 

              	
                34

                 

              
	
                5.04

                 

              	
                Validity
                  and Binding Effect

                 

              	
                34

                 

              
	
                5.05

                 

              	
                Litigation;
                  Environmental Claims

                 

              	
                34

                 

              
	
                5.06

                 

              	
                No
                  Default

                 

              	
                34

                 

              
	
                5.07

                 

              	
                ERISA
                  Compliance

                 

              	
                34

                 

              
	
                5.08

                 

              	
                Use
                  of Proceeds; Margin Regulations

                 

              	
                35

                 

              
	
                5.09

                 

              	
                Title
                  to Properties

                 

              	
                35

                 

              
	
                5.10

                 

              	
                Taxes

                 

              	
                35

                 

              
	
                5.11

                 

              	
                Financial
                  Condition

                 

              	
                36

                 

              
	
                5.12

                 

              	
                Environmental
                  Matters

                 

              	
                36

                 

              
	
                5.13

                 

              	
                Regulated
                  Entities

                 

              	
                36

                 

              
	
                5.14

                 

              	
                Copyrights,
                  Patents, Trademarks and Licenses, etc

                 

              	
                36

                 

              
	
                5.15

                 

              	
                Subsidiaries

                 

              	
                37

                 

              
	
                5.16

                 

              	
                Insurance

                 

              	
                37

                 

              
	
                5.17

                 

              	
                Solvency

                 

              	
                37

                 

              
	
                5.18

                 

              	
                Full
                  Disclosure

                 

              	
                37

                 

              
	
                5.19

                 

              	
                Senior
                  Debt

                 

              	
                37

                 

              
	
                ARTICLE
                  VI

                 

              	
                AFFIRMATIVE
                  COVENANTS

                 

              	
                37

                 

              
	
                6.01

                 

              	
                Financial
                  Statements

                 

              	
                37

                 

              
	
                6.02

                 

              	
                Certificates;
                  Other Information

                 

              	
                39

                 

              
	
                6.03

                 

              	
                Notices

                 

              	
                39

                 

              
	
                6.04

                 

              	
                Preservation
                  of Existence

                 

              	
                40

                 

              
	
                6.05

                 

              	
                Maintenance
                  of Property

                 

              	
                40

                 

              
	
                6.06

                 

              	
                Insurance

                 

              	
                40

                 

              
	
                6.07

                 

              	
                Payment
                  of Obligations

                 

              	
                40

                 

              
	
                6.08

                 

              	
                Compliance
                  with Laws

                 

              	
                41

                 

              
	
                6.09

                 

              	
                Inspection
                  of Property and Books and Records

                 

              	
                41

                 

              
	
                6.10

                 

              	
                Environmental
                  Laws

                 

              	
                41

                 

              
	
                6.11

                 

              	
                Use
                  of Proceeds

                 

              	
                41

                 

              
	
                ARTICLE
                  VII

                 

              	
                NEGATIVE
                  COVENANTS

                 

              	
                41

                 

              
	
                7.01

                 

              	
                Limitation
                  on Liens

                 

              	
                42

                 

              
	
                7.02

                 

              	
                Disposition
                  of Assets

                 

              	
                43

                 

              
	
                7.03

                 

              	
                Consolidations
                  and Mergers

                 

              	
                44

                 

              
	
                7.04

                 

              	
                Loans
                  and Investments

                 

              	
                45

                 

              
	
                7.05

                 

              	
                Transactions
                  with Affiliates

                 

              	
                46

                 

              
	
                7.06

                 

              	
                Use
                  of Proceeds

                 

              	
                47

                 

              
	
                7.07

                 

              	
                Joint
                  Ventures

                 

              	
                47

                 

              
	
                7.08

                 

              	
                Restricted
                  Payments

                 

              	
                47

                 

              
	
                7.09

                 

              	
                Change
                  in Business

                 

              	
                48

                 

              
	
                7.10

                 

              	
                Accounting
                  Changes

                 

              	
                48

                 

              
	
                7.11

                 

              	
                Maximum
                  Company Capitalization Ratio

                 

              	
                48

                 

              
	
                7.12

                 

              	
                Minimum
                  Interest Coverage Ratio

                 

              	
                48

                 

              
	
                7.13

                 

              	
                Limitation
                  on Subsidiary Indebtedness

                 

              	
                48

                 

              
	
                7.14

                 

              	
                Agreements
                  Restricting Subsidiary Dividends

                 

              	
                49

                 

              
	
                7.15

                 

              	
                Activities
                  of International Subsidiaries

                 

              	
                49

                 

              
	
                ARTICLE
                  VIII

                 

              	
                EVENTS
                  OF DEFAULT

                 

              	
                49

                 

              
	
                8.01

                 

              	
                Event
                  of Default

                 

              	
                49

                 

              
	
                8.02

                 

              	
                Remedies

                 

              	
                51

                 

              
	
                ARTICLE
                  IX

                 

              	
                THE
                  ADMINISTRATIVE AGENT

                 

              	
                52

                 

              
	
                9.01

                 

              	
                Appointment;
                  Nature of Relationship

                 

              	
                52

                 

              
	
                9.02

                 

              	
                Powers

                 

              	
                53

                 

              
	
                9.03

                 

              	
                General
                  Immunity

                 

              	
                53

                 

              
	
                9.04

                 

              	
                No
                  Responsibility for Loans, Recitals, etc

                 

              	
                53

                 

              
	
                9.05

                 

              	
                Action
                  on Instructions of Banks

                 

              	
                54

                 

              
	
                9.06

                 

              	
                Employment
                  of Agents and Counsel

                 

              	
                54

                 

              
	
                9.07

                 

              	
                Reliance
                  on Documents; Counsel

                 

              	
                54

                 

              
	
                9.08

                 

              	
                Administrative
                  Agent’s Reimbursement and Indemnification

                 

              	
                54

                 

              
	
                9.09

                 

              	
                Notice
                  of Default

                 

              	
                55

                 

              
	
                9.10

                 

              	
                Rights
                  as a Bank

                 

              	
                55

                 

              
	
                9.11

                 

              	
                Bank
                  Credit Decision

                 

              	
                55

                 

              
	
                9.12

                 

              	
                Successor
                  Administrative Agent

                 

              	
                55

                 

              
	
                9.13

                 

              	
                Administrative
                  Agent’s and Co-Lead Arrangers’ Fees

                 

              	
                56

                 

              
	
                9.14

                 

              	
                Delegation
                  to Affiliates

                 

              	
                56

                 

              
	
                9.15

                 

              	
                Other
                  Agents

                 

              	
                56

                 

              
	
                ARTICLE
                  X

                 

              	
                MISCELLANEOUS

                 

              	
                57

                 

              
	
                10.01

                 

              	
                Amendments
                  and Waivers

                 

              	
                57

                 

              
	
                10.02

                 

              	
                Notices

                 

              	
                58

                 

              
	
                10.03

                 

              	
                No
                  Waiver; Cumulative Remedies

                 

              	
                58

                 

              
	
                10.04

                 

              	
                Several
                  Obligations; Benefits of this Agreement

                 

              	
                58

                 

              
	
                10.05

                 

              	
                Expenses;
                  Indemnification

                 

              	
                58

                 

              
	
                10.06

                 

              	
                Marshalling;
                  Payments Set Aside

                 

              	
                59

                 

              
	
                10.07

                 

              	
                Successors
                  and Assigns

                 

              	
                59

                 

              
	
                10.08

                 

              	
                Participations;
                  Assignments, etc

                 

              	
                60

                 

              
	
                10.09

                 

              	
                Confidentiality

                 

              	
                61

                 

              
	
                10.10

                 

              	
                Set-off;
                  Ratable Payments

                 

              	
                62

                 

              
	
                10.11

                 

              	
                Automatic
                  Debits of Fees

                 

              	
                62

                 

              
	
                10.12

                 

              	
                Notification
                  of Addresses, Lending Installations, Etc

                 

              	
                63

                 

              
	
                10.13

                 

              	
                Counterparts

                 

              	
                63

                 

              
	
                10.14

                 

              	
                Severability

                 

              	
                63

                 

              
	
                10.15

                 

              	
                GOVERNING
                  LAW AND JURISDICTION

                 

              	
                63

                 

              
	
                10.16

                 

              	
                WAIVER
                  OF JURY TRIAL

                 

              	
                64

                 

              
	
                10.17

                 

              	
                Entire
                  Agreement

                 

              	
                64

                 

              
	
                10.18

                 

              	
                Survival
                  of Representations

                 

              	
                64

                 

              
	
                10.19

                 

              	
                Governmental
                  Regulation

                 

              	
                64

                 

              
	
                10.20

                 

              	
                Numbers
                  of Documents

                 

              	
                65

                 

              
	
                10.21

                 

              	
                Nonliability
                  of Banks

                 

              	
                65

                 

              
	
                10.22

                 

              	
                USA
                  Patriot Act Notice

                 

              	
                65

                 

              


      

      
      

      
        	
                EXHIBITS

              	 	 
	
                A

              	 	
                Form
                  of Compliance Certificate

              
	
                B-1

              	 	
                Form
                  of Opinion of Paul K. Sandness

              
	
                B-2

              	 	
                Form
                  of Opinion of Thelen Reid & Priest LLP

              
	
                C

              	 	
                Form
                  of Note

              
	
                D

              	 	
                Form
                  of Money Transfer Instructions

              
	
                E

              	 	
                Form
                  of Audit Letter

              
	
                F

              	 	
                Form
                  of Assignment Agreement

              
	
                G

              	 	
                Form
                  of Increase Request

              
	
                H

              	 	
                Form
                  of Borrowing Notice

              
	 	 	 
	
                SCHEDULES

              	 	 
	
                2.01

              	
                -

              	
                Commitments
                  and Pro Rata Shares

              
	
                2.16

              	
                -

              	
                Existing
                  Letters of Credit

              
	
                5.15

              	
                -

              	
                Subsidiaries
                  and Minority Interests

              
	
                7.01

              	
                -

              	
                Certain
                  Permitted Liens

              
	
                7.13

              	
                -

              	
                Certain
                  Permitted Indebtedness

              
	
                7.14

              	
                -

              	
                Agreements
                  Restricting Subsidiary Dividends

              
	
                10.02

                 

              	
                -

                 

              	
                Lending
                  Installations; Addresses for Notices

                 

              


      

       

      


       

      


      


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

      



      


      CREDIT
        AGREEMENT

       

      This
        CREDIT AGREEMENT is entered into as of August 26, 2005 among CENTENNIAL ENERGY
        HOLDINGS, INC., a Delaware corporation, the several financial institutions
        from
        time to time party to this Agreement, ABN AMRO BANK N.V., as Co-Syndication
        Agent, UNION BANK OF CALIFORNIA, N.A., as Co-Syndication Agent, BANK OF AMERICA,
        N.A., as Co-Documentation Agent, KEYBANK NATIONAL ASSOCIATION, as
        Co-Documentation Agent, and U.S. BANK NATIONAL ASSOCIATION, as administrative
        agent for the Banks.

       

      WHEREAS,
        the Company desires to obtain, and the Banks are willing to make, credit
        extensions from time to time pursuant to the terms hereof.

       

      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which are acknowledged hereby, the parties hereto agree as follows:

       

      ARTICLE
        I  

       

      DEFINITIONS

       

      1.01  Certain
        Defined Terms.
        The
        following terms have the following meanings:

       

      “Acquisition”
        means
        any transaction or series of related transactions for the purpose of or
        resulting, directly or indirectly, in (a) the acquisition of all or
        substantially all of the assets of a Person, or of any business or division
        of a
        Person, (b) the acquisition of more than 50% of the capital stock, partnership
        interests, membership interests or equity of any Person, or otherwise causing
        any Person to become a Subsidiary, or (c) a merger or consolidation or any
        other
        combination with another Person (other than a Person that is a Subsidiary)
        provided
        that the
        Company or the Subsidiary is the surviving entity.

       

      “Administrative
        Agent”
        means
        U.S. Bank in its capacity as administrative agent for the Banks pursuant
        to
Article
        IX,
        and not
        in its individual capacity as a Bank, and any successor administrative agent
        appointed pursuant to Article
        IX.

       

      “Advance”
        means a
        borrowing hereunder (or conversion or continuation thereof) consisting of
        the
        aggregate amount of the several Loans made on the same Borrowing Date (or
        date
        of conversion or continuation) by the Banks to the Company at the same Rate
        Option and, in the case of Eurodollar Advances, for the same Interest
        Period.

       

      “Affected
        Bank”
        has the
        meaning specified in Section
        2.15.

       

      “Affiliate”
        of any
        Person means any other Person directly or indirectly controlling, controlled
        by
        or under 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-Related
        Persons”
        means
        U.S. Bank and any successor Administrative Agent arising under Section
        9.12,
        together with their respective Affiliates and the officers, directors,
        employees, agents and attorneys-in-fact of such Persons and
        Affiliates.

       

      “Aggregate
        Commitment”
        means
        the aggregate of the Commitments of all the Banks, as modified from time
        to time
        pursuant to the terms hereof.

       

      “Aggregate
        Outstanding Credit Exposure”
        means,
        at any time, the aggregate of the Outstanding Credit Exposures of all
        Banks.

       

      “Agreement”
        means
        this Credit Agreement.

       

      “Alternate
        Base Rate”
        means,
        for any day, a rate of interest per annum equal to the higher of (i) the
        Prime
        Rate for such day and (ii) the sum of the Federal Funds Effective Rate for
        such
        day plus 1/2% per annum.

       

      “Applicable
        Amount”
        means,
        for any Pricing Period, with respect to the fees referred to below and
        outstanding Advances of the Types referred to below, the per annum amount
        set
        forth below in the corresponding column under Applicable Amount opposite
        the
        applicable Pricing Level:

       

      


      
        	
                Pricing
                  Level

              	
                Applicable
                  Amount (in basis points per annum)

              
	 	
                Facility
                  Fee

              	
                Utilization
                  Fee

              	
                Eurodollar
                  Advances/

                Letter
                  of Credit Fee

              	
                Floating
                  Rate Advances

              
	
                1

              	
                8.0

              	
                10.0

              	
                32.0

              	
                0.0

              
	
                2

              	
                10.0

              	
                10.0

              	
                40.0

              	
                0.0

              
	
                3

              	
                12.5

              	
                10.0

              	
                50.0

              	
                0.0

              
	
                4

              	
                15.0

              	
                10.0

              	
                60.0

              	
                0.0

              
	
                5

              	
                20.0

              	
                12.5

              	
                75.0

              	
                0.0

              
	
                6

              	
                30.0

              	
                12.5

              	
                90.0

              	
                0.0

              


      

      


       

      “Approved
        Fund”
        means
        any Fund that is administered or managed by (a) a Bank, (b) an Affiliate
        of a
        Bank or (c) an entity or an Affiliate of an entity that administers or manages
        a
        Bank.

       

      “Attorney
        Costs”
        means
        and includes all fees and disbursements of any law firm or other external
        counsel, the allocated cost of internal legal services and all disbursements
        of
        internal counsel.

       

      “Bankruptcy
        Code”
        means
        the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et
        seq.).

       

      “Banks”
        means
        the lending institutions listed on the signature pages of this Agreement
        and
        their respective successors and assigns.

       

      “Borrowing
        Date”
        means a
        date on which an Advance is made hereunder.

       

      “Borrowing
        Notice”
        has the
        meaning specified in Section
        2.02(c).

       

      “Business
        Day”
        means
        (i) with respect to any borrowing, payment or rate selection of Eurodollar
        Advances, a day (other than a Saturday or Sunday) on which banks generally
        are
        open in Minneapolis and New York for the conduct of substantially all of
        their
        commercial lending activities, interbank wire transfers can be made on the
        Fedwire system and dealings in United States dollars are carried on in the
        London interbank market and (ii) for all other purposes, a day (other than
        a
        Saturday or Sunday) on which banks generally are open in Minneapolis for
        the
        conduct of substantially all of their commercial lending activities and
        interbank wire transfers can be made on the Fedwire system.

       

      “Capital
        Adequacy Regulation”
        means
        any guideline, request or directive of any central bank or other Governmental
        Authority, or any other law, rule or regulation, whether or not having the
        force
        of law, in each case, regarding capital adequacy of any bank or of any
        corporation controlling a bank.

       

      “Capitalization
        Ratio”
        means,
        with respect to any Person, the ratio of such Person’s Total Debt to such
        Person’s Total Capitalization.

       

      “Centennial
        International”
        means
        Centennial Energy Resources International Inc., a Delaware
        corporation.

       

      “Change”
        has the
        meaning specified in Section
        3.02.

       

      “Change
        of Control”
        means
        the occurrence of any event whereby MDU Resources Group, Inc. ceases to own
        direct or indirect sole beneficial ownership (as defined under Rule 13d-3
        under
        the Exchange Act as in effect on the date of this Agreement) of at least
        66-2/3%
        of the combined voting power of the Company’s securities which are entitled to
        vote generally in the election of directors of the Company.

       

      “Code”
        means
        the Internal Revenue Code of 1986, and regulations promulgated
        thereunder.

       

      “Co-Lead
        Arrangers”
        means
        U.S. Bank, ABN AMRO Bank N.V. and Union Bank of California, N.A., in their
        capacity as co-lead arrangers for the credit facilities evidenced
        hereby.

       

      “Commitment”
        means,
        for each Bank, the obligation of such Bank to make Loans and to participate
        in
        Letters of Credit in an aggregate amount not exceeding the amount set forth
        in
Schedule
        2.01,
        as it
        may be modified as a result of any assignment that has become effective pursuant
        to Section
        10.08,
        or as
        otherwise modified from time to time pursuant to the terms hereof.

       

      “Commodity
        Contract”
        means
        any agreement, device or arrangement providing for payments which are related
        to
        fluctuations in commodity prices, including, but not limited to, commodity
        swap
        or forward sale or purchase agreements.

       

      “Company”
        means
        Centennial Energy Holdings, Inc., a Delaware corporation, and its permitted
        successors and assigns.

       

      “Compliance
        Certificate”
        means a
        certificate substantially in the form of Exhibit
        A
        properly
        completed and signed by a Responsible Officer.

       

      “Consolidated
        Net Worth”
        means,
        at any time, the excess of total assets of the Company and its Subsidiaries
        over
        total liabilities of the Company and its Subsidiaries as of the last day
        of the
        fiscal quarter most recently then ended, determined on a consolidated basis
        in
        accordance with GAAP.

       

      “Contingent
        Obligation”
        means,
        as to any Person, any direct or indirect liability of that Person, whether
        or
        not contingent, with or without recourse, (a) with respect to any Indebtedness,
        lease, dividend, letter of credit or other obligation (the “primary
        obligations”)
        of
        another Person (the “primary
        obligor”),
        including any obligation of that Person (i) to purchase, repurchase or otherwise
        acquire such primary obligations or any security therefor, (ii) to advance
        or
        provide funds for the payment or discharge of any such primary obligation,
        or to
        maintain working capital or equity capital of the primary obligor or otherwise
        to maintain the net worth or solvency or any balance sheet item, level of
        income
        or financial condition of the primary obligor, (iii) to purchase property,
        securities or services primarily for the purpose of assuring the owner of
        any
        such primary obligation of the ability of the primary obligor to make payment
        of
        such primary obligation, or (iv) otherwise to assure or hold harmless the
        holder
        of any such primary obligation against loss in respect thereof (each, a
“Guaranty
        Obligation”);
        (b)
        to purchase any materials, supplies or other property from, or to obtain
        the
        services of, another Person if the relevant contract or other related document
        or obligation requires that payment for such materials, supplies or other
        property, or for such services, shall be made regardless of whether delivery
        of
        such materials, supplies or other property is ever made or tendered, or such
        services are ever performed or tendered, or (c) in respect of any Swap Contract.
        The amount of any Contingent Obligation shall, in the case of Guaranty
        Obligations, be deemed equal to the stated or determinable amount of the
        primary
        obligation in respect of which such Guaranty Obligation is made or, if not
        stated or if indeterminable, the maximum reasonably anticipated liability
        in
        respect thereof, and in the case of other Contingent Obligations other than
        in
        respect of Swap Contracts, shall be equal to the maximum reasonably anticipated
        liability in respect thereof and, in the case of Contingent Obligations in
        respect of Swap Contracts, shall be equal to the Swap Termination Value
        thereof.

       

      “Contractual
        Obligation”
        means,
        as to any Person, any provision of any security issued by such Person or
        of any
        agreement, undertaking, contract, indenture, mortgage, deed of trust or other
        instrument, document or agreement to which such Person is a party or by which
        it
        or any of its property is bound.

       

      “Covered
        Contracts”
        means
        all obligations (contingent or otherwise) of the Company or any Subsidiary
        existing or arising under Swap Contracts, provided
        that
        such obligations are (or were) entered into by such Person in the ordinary
        course of business for the purpose of directly mitigating interest rate,
        exchange rate or price risks associated with liabilities, commitments or
        assets
        held or reasonably anticipated by such Person and not for the purposes of
        financing, speculation or taking a “market view”.

       

      “Credit
        Extension”
        means
        the making of an Advance or the issuance of a Letter of Credit.

       

      “Default”
        means
        any event or circumstance which, with the giving of notice, the lapse of
        time,
        or both, would (if not cured or otherwise remedied during such time) constitute
        an Event of Default.

       

      “Dollars”,
        “dollars”
        and
“$”
        each
        mean lawful money of the United States.

       

      “EBITDA”
        means,
        for any period, the sum of (a) consolidated net income (or net loss) of the
        Company and its Subsidiaries for such period as determined in accordance
        with
        GAAP plus (b) all amounts treated as expenses for depreciation (including
        any
        non-cash charge relating to asset impairment determined in accordance with
        GAAP)
        and interest and the amortization of intangibles of any kind for such period
        to
        the extent included in the determination of such consolidated net income
        (or
        loss) plus (c) all taxes accrued for such period on or measured by income
        to the
        extent included in the determination of such consolidated net income (or
        loss);
provided
        that
        consolidated net income (or loss) shall be computed for the purposes of this
        definition without giving effect to extraordinary losses or extraordinary
        gains
        for such period.

       

      “Eligible
        Assignee”
        means
        (a) a Bank, (b) an Affiliate of a Bank, (c) an Approved Fund and (d) any
        other
        Person (other than a natural person) approved by (i) the Administrative Agent,
        (ii) each Issuer and (iii) unless an Event of Default has occurred and is
        continuing, the Company (each such approval not to be unreasonably withheld
        or
        delayed); provided
        that,
        notwithstanding the foregoing, “Eligible Assignee” shall not include the Company
        or any of the Company’s Affiliates or Subsidiaries. 

       

      “Environmental
        Claims”
        means
        all material claims, 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
        Laws”
        means
        all federal, state or local laws, statutes, rules, regulations, ordinances
        and
        codes, together with all administrative orders, requests, licenses,
        authorizations and permits of, and agreements with, any Governmental
        Authorities, in each case relating to environmental, health, safety and land
        use
        matters; including the Comprehensive Environmental Response, Compensation
        and
        Liability Act of 1980, the Clean Air Act, the Federal Water Pollution Control
        Act of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation
        and
        Recovery Act, the Toxic Substances Control Act, and the Emergency Planning
        and
        Community Right-to-Know Act.

       

      “ERISA”
        means
        the Employee Retirement Income Security Act of 1974.

       

      “ERISA
        Affiliate”
        means
        any trade or business (whether or not incorporated) under common control
        with
        the Company within the meaning of Section 414(b) or (c) of the Code (and
        Sections 414(m) and (o) of the Code for purposes of provisions relating to
        Section 412 of the Code).

       

      “ERISA
        Event”
        means
        (a) a Reportable Event with respect to a Pension Plan or a Multiemployer
        Plan;
        (b) a withdrawal by the Company 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 Company 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 or Multiemployer Plan; (e) a failure by the Company or an
        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 or Multiemployer 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 Company or any ERISA Affiliate or (h) an 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, or the treatment of a Plan
        amendment as a termination under Section 4041 or 4041A of ERISA of, a Pension
        Plan or Multiemployer Plan. 

       

      “Eurodollar
        Advance”
        means
        an Advance which bears interest at a Eurodollar Rate requested by the Company
        pursuant to Section
        2.02.

       

      “Eurodollar
        Base Rate”
        means,
        with respect to a Eurodollar Advance for the relevant Interest Period, the
        rate
        per annum equal to the rate determined by the Administrative Agent to be
        the
        offered rate that appears on the page of the Telerate screen (or any successor
        thereto) that displays an average British Bankers’ Association Interest
        Settlement Rate for deposits in U.S. dollars (for delivery on the first day
        of
        such Interest Period) with a term equivalent to such Interest Period, determined
        as of approximately 11:00 a.m. (London time) two Business Days prior to the
        first day of such Interest Period, provided
        that,
        (i) if such Telerate Screen is not available to the Administrative Agent
        for any
        reason, the applicable Eurodollar Base Rate for the relevant Interest Period
        shall instead be the applicable British Bankers Association Interest Settlement
        Rate for deposits in U.S. dollars as reported by any other generally recognized
        financial information service as of 11:00 a.m. (London time) two Business
        Days
        prior to the first day of such Interest Period, and having a maturity equal
        to
        such Interest Period, and (ii) if no such British Bankers’ Association Interest
        Settlement Rate is available to the Administrative Agent, the applicable
        Eurodollar Base Rate for the relevant Interest Period shall instead be the
        rate
        determined by the Administrative Agent to be the rate at which U.S. Bank
        or one
        of its Affiliate banks offers to place deposits in U.S. dollars with first-class
        banks in the London interbank market at approximately 11:00 a.m. (London
        time)
        two Business Days prior to the first day of such Interest Period, in the
        approximate amount of U.S. Bank’s relevant Eurodollar Loan and having a maturity
        equal to such Interest Period.

       

      “Eurodollar
        Loan”
        means a
        Loan which bears interest at a Eurodollar Rate requested by the Company pursuant
        to Section
        2.02.

       

      “Eurodollar
        Rate”
        means,
        with respect to a Eurodollar Advance for the relevant Interest Period, the
        sum
        of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest
        Period, divided by (b) one minus the Reserve Requirement (expressed as a
        decimal) applicable to such Interest Period, plus (ii) the Applicable
        Amount.

       

      “Event
        of Default”
        means
        any of the events or circumstances specified in Section
        8.01.

       

      “Exchange
        Act”
        means
        the Securities Exchange Act of 1934.

       

      “Excluded
        Taxes”
        means,
        in the case of each Bank or applicable Lending Installation and the
        Administrative Agent, taxes imposed on its overall net income, and franchise
        taxes imposed on it, by (i) the jurisdiction under the laws of which such
        Bank
        or the Administrative Agent is incorporated or organized or (ii) the
        jurisdiction in which the Administrative Agent’s or such Bank’s principal
        executive office or such Bank’s applicable Lending Installation is
        located.

       

      “Execution
        Date”
        means
        the date set forth on the cover page of this Agreement.

       

      “Existing
        Credit Agreement”
        means
        the Credit Agreement dated as of August 18, 2004 among the Company, various
        financial institutions and U.S. Bank National Association, as administrative
        agent.

       

      “Existing
        Letters of Credit”
        means
        the letters of credit issued under the Existing Credit Agreement that are
        listed
        on Schedule
        2.16.

       

      “Federal
        Funds Effective Rate”
        means,
        for any day, an interest rate per annum equal to the weighted average of
        the
        rates on overnight Federal funds transactions with members of the Federal
        Reserve System arranged by Federal funds brokers on such day, as published
        for
        such day (or, if such day is not a Business Day, for the immediately preceding
        Business 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
        at approximately 10:00 a.m. (Minneapolis time) on such day on such transactions
        received by the Administrative Agent from three Federal funds brokers of
        recognized standing selected by the Administrative Agent in its sole discretion.
        

       

      “Fee
        Letter”
        means
        the letter agreement referenced in Section
        9.13.

       

      “Financial
        Contract”
        means
        any agreement, device or arrangement providing for payments related to
        fluctuations of interest rates, including, but not limited to, interest rate
        swap or exchange agreements, interest rate cap or collar protection agreements
        and interest rate options.

       

      “Floating
        Rate”
        means,
        for any day, a rate per annum equal to (i) the Alternate Base Rate for such
        day
        plus (ii) the Applicable Amount, in each case changing when and as the Alternate
        Base Rate changes.

       

      “Floating
        Rate Advance”
        means
        an Advance which bears interest at the Floating Rate.

       

      “FRB”
        means
        the Board of Governors of the Federal Reserve System, and any Governmental
        Authority succeeding to any of its principal functions.

       

      “Fund”
        means
        any Person (other than a natural person) that is (or will be) engaged in
        making,
        purchasing, holding or otherwise investing in commercial loans and similar
        extensions of credit in the ordinary course of its business.

       

      “GAAP”
        means
        generally accepted accounting principles set forth from time to time in the
        opinions and pronouncements of the Accounting Principles Board and the American
        Institute of Certified Public Accountants and statements and pronouncements
        of
        the Financial Accounting Standards Board (or agencies with similar functions
        of
        comparable stature and authority within the U.S. accounting profession),
        which
        are applicable to the circumstances as of the date of this Agreement. The
        term
“consistently applied,” as used in connection therewith, means that the
        accounting principles applied are consistent in all material respects with
        those
        applied at prior dates or for prior periods.

       

      “Governmental
        Authority”
        means
        any nation or government, any state or other political subdivision thereof,
        any
        central bank (or similar monetary or regulatory authority) thereof, any entity
        exercising executive, legislative, judicial, regulatory or administrative
        functions of or pertaining to government, and any corporation or other entity
        owned or controlled, through stock or capital ownership or otherwise, by
        any of
        the foregoing.

       

      “Guaranty
        Obligation”
        has the
        meaning specified in the definition of “Contingent Obligation.”

       

      “Indebtedness”
        of any
        Person means, without duplication, (a) all indebtedness for borrowed money;
        (b)
        all redemption obligations in respect of Redeemable Preferred Stock; (c)
        all
        obligations issued, undertaken or assumed as the deferred purchase price
        of
        property or services (other than trade payables entered into in the ordinary
        course of business on ordinary terms); (d) all reimbursement or payment
        obligations (contingent or otherwise) with respect to Surety Instruments;
        (e)
        all obligations evidenced by notes, bonds, debentures or similar instruments,
        including obligations so evidenced incurred in connection with the acquisition
        of property, assets or businesses; (f) all indebtedness created or arising
        under
        any conditional sale or other title retention agreement, or incurred as
        financing, in either case with respect to property acquired by the Person
        (even
        though the rights and remedies of the seller or bank under such agreement
        in the
        event of default are limited to repossession or sale of such property); (g)
        all
        liabilities properly appearing on the Person’s balance sheet with respect to
        capital leases; (h) net liabilities under Swap Contracts; (i) all indebtedness
        referred to in clauses
        (a)
        through
(h)
        above
        secured by (or for which the holder of such Indebtedness has an existing
        right,
        contingent or otherwise, to be secured by) any Lien upon or in property
        (including accounts and contracts rights) owned by such Person, even though
        such
        Person has not assumed or become liable for the payment of such Indebtedness;
        (j) all Securitization Obligations of such Person; and (k) all Guaranty
        Obligations in respect of indebtedness or obligations of others of the kinds
        referred to in clauses
        (a)
        through
(j)
        above.
        For all purposes of this Agreement, the Indebtedness of any Person shall
        include
        all recourse Indebtedness of any partnership or joint venture or limited
        liability company in which such Person is a general partner or a joint venturer
        or a member.

       

      “Independent
        Auditor”
        has the
        meaning specified in subsection
        6.01(a).

       

      “Insolvency
        Proceeding”
        means,
        with respect to any 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
        of 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
        Bankruptcy Code.

       

      “Interest
        Expense”
        means,
        for any period, the sum (without duplication) of (a) gross consolidated interest
        expense of the Company and its Subsidiaries determined in conformity with
        GAAP
        plus (b) to the extent not otherwise included in the determination of gross
        consolidated interest expense of the Company and its Subsidiaries in accordance
        with GAAP, the cost to the Company of, and the net amount payable (or minus
        the
        net amount receivable) under, all Financial Contracts of the Company and
        its
        Subsidiaries during such period (whether or not actually paid or received
        during
        such period) plus (c) all dividends paid, declared or otherwise accrued in
        respect of preferred stock of the Company and any Subsidiary that is not
        a
        Wholly-Owned Subsidiary plus (d) the consolidated yield or discount accrued
        during such period on all Securitization Obligations.

       

      “Interest
        Period”
        means,
        with respect to a Eurodollar Advance, a period of one, two, three or six
        months
        commencing on a Business Day selected by the Company pursuant to this Agreement.
        Such Interest Period shall end on the day which corresponds numerically to
        such
        date one, two, three or six months thereafter; provided
        that if
        there is no such numerically corresponding day in such next, second, third
        or
        sixth succeeding month, such Interest Period shall end on the last Business
        Day
        of such next, second, third or sixth succeeding month. If an Interest Period
        would otherwise end on a day which is not a Business Day, such Interest Period
        shall end on the next succeeding Business Day; provided
        that if
        such next succeeding Business Day falls in a new calendar month, such Interest
        Period shall end on the immediately preceding Business Day. 

       

      “International
        Subsidiary”
        means
        Centennial International or any Subsidiary thereof (other than any Project
        Finance Subsidiary).

       

      “IRS”
        means
        the Internal Revenue Service, and any Governmental Authority succeeding to
        any
        of its principal functions.

       

      “Issuer”
        means
        U.S. Bank in its capacity as issuer of Letters of Credit hereunder and any
        other
        Bank that may (with the consent of the Company and the Administrative Agent)
        issue Letters of Credit hereunder, in each case in its capacity as issuer
        of a
        Letter of Credit hereunder.

       

      “Joint
        Venture”
        means a
        single-purpose corporation, partnership, limited liability company, joint
        venture or other similar legal arrangement (whether created by contract or
        conducted through a separate legal entity) now or hereafter formed by the
        Company or any of its Subsidiaries with another Person in order to conduct
        a
        common venture or enterprise with such Person.

       

      “LC
        Collateral Account”
        has the
        meaning specified in Section
        2.16(k).

       

      “Lending
        Installation”
        means,
        with respect to a Bank or the Administrative Agent, any office, branch,
        subsidiary or affiliate of such Bank or the Administrative Agent.

       

      “Lien”
        means
        any security interest, mortgage, deed of trust, pledge, hypothecation,
        assignment, charge or deposit arrangement, encumbrance, lien (statutory or
        other) or preferential arrangement of any kind or nature whatsoever in respect
        of any property (including those created by, arising under or evidenced by
        any
        conditional sale or other title retention agreement, the interest of a lessor
        under a capital lease, any financing lease having substantially the same
        economic effect as any of the foregoing, or the filing of any financing
        statement naming the owner of the asset to which such lien relates as debtor,
        under the Uniform Commercial Code or any comparable law) and any contingent
        or
        other agreement to provide any of the foregoing, but not including the interest
        of a lessor under an operating lease.

       

      “Letter
        of Credit”
        has the
        meaning specified in Section
        2.16(a).
        The
        term “Letter of Credit” includes each Existing Letter of Credit. 

       

      “Letter
        of Credit Application”
        has the
        meaning specified in Section
        2.16(c).

       

      “Letter
        of Credit Fee”
        has the
        meaning specified in Section
        2.16(d).

       

      “Letter
        of Credit Obligations”
        means,
        at any time, the sum, without duplication, of (i) the aggregate undrawn stated
        amount of all Letters of Credit at such time plus (ii) the aggregate unpaid
        amount of all Reimbursement Obligations at such time.

       

      “Loan”
        has the
        meaning specified in Section
        2.01(a).

       

      “Loan
        Documents”
        means
        this Agreement, the Notes, each Letter of Credit, each Letter of Credit
        Application and the other documents and agreements contemplated
        hereby.

       

      “Majority
        Banks”
        means
        (a) as of any date of determination if the Commitments are then in effect,
        Banks
        having in the aggregate in excess of 50% of the Aggregate Commitments; and
        (b)
        as of any date of determination if the Commitments have then been terminated
        and
        there are Loans outstanding, Banks with Outstanding Credit Exposures aggregating
        in excess of 50% of the Aggregate Outstanding Credit Exposure. 

       

      “Margin
        Stock”
        means
“margin stock” as such term is defined in Regulation T, U or X of the FRB.


       

      “Material
        Adverse Effect”
        means a
        material adverse effect on (i) the business, property, condition (financial
        or
        otherwise), results of operations, or prospects of the Company and its
        Subsidiaries taken as a whole, (ii) the ability of the Company to perform
        its
        obligations under the Loan Documents, or (iii) the validity or enforceability
        of
        any of the Loan Documents or the rights or remedies of the Administrative
        Agent
        or the Banks thereunder.

       

      “Modification”
        and
“Modify”
        are
        defined in Section
        2.16(a).

       

      “Moody’s”
        means
        Moody’s Investors Service, Inc. and any successor thereto that is a nationally
        recognized rating agency (or if neither Moody’s Investors Service, Inc. nor any
        such successor shall be in the business of rating long-term indebtedness,
        a
        nationally recognized rating agency in the United States as mutually agreed
        between the Majority Banks and the Company).

       

      “Multiemployer
        Plan”
        means a
“multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) to
        which the Company or any ERISA Affiliate makes, is making, or is obligated
        to
        make contributions or, during the preceding three calendar years, has made,
        or
        been obligated to make, contributions.

       

      “Non-U.S.
        Bank”
        has the
        meaning specified in Section
        3.05(d).

       

      “Note”
        means a
        promissory note, in substantially the form of Exhibit
        C
        hereto,
        duly executed by the Company and payable to the order of a Bank in the amount
        of
        its Commitment, including any amendment, modification, renewal or replacement
        of
        such promissory note.

       

      “Notice
        of Assignment”
        has the
        meaning specified in Section
        10.08(e).

       

      “Obligations”
        means
        all unpaid principal of and accrued and unpaid interest on the Loans, all
        Reimbursement Obligations and accrued and unpaid interest thereon, all accrued
        and unpaid fees and all expenses, reimbursements, indemnities and other
        obligations of the Company to any Bank, any Issuer, the Administrative Agent
        or
        any indemnified party hereunder arising under any Loan Document.

       

      “Opinions
        of Counsel”
        means
        the written legal opinion of Paul K. Sandness, general counsel to the Company
        and its Subsidiaries, substantially in the form of Exhibit
        B-1,
        and the
        written legal opinion of Thelen Reid & Priest LLP, special counsel to the
        Company and its Subsidiaries, substantially in the form of Exhibit
        B-2,
        together with copies of all factual certificates and legal opinions upon
        which
        such counsel has relied.

       

      “Organization
        Documents”
        means,
        for any corporation or other entity, the certificate or articles of
        incorporation (or similar formation document), the bylaws (or similar governing
        document), any certificate of determination or instrument relating to the
        rights
        of preferred equityholders of such Person, any equityholder rights agreement,
        and all applicable resolutions of the board of directors (or similar governing
        body) (or any committee thereof) of such Person.

       

      “Other
        Taxes”
        has the
        meaning specified in Section
        3.05(b).

       

      “Outstanding
        Credit Exposure”
        means,
        as to any Bank at any time, the sum of (a) the aggregate principal amount
        of its
        Loans outstanding at such time, plus (b) its Pro Rata Share of the Letter
        of
        Credit Obligations at such time.

       

      “Participant”
        has the
        meaning specified in subsection
        10.08(a).

       

      “Payment
        Date”
        means
        the last day of each March, June, September and December.

       

      “PBGC”
        means
        the Pension Benefit Guaranty Corporation, or any Governmental Authority
        succeeding to any of its principal functions under ERISA.

       

      “Pension
        Plan”
        means a
        pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of
        ERISA
        which the Company or any ERISA Affiliate sponsors, maintains, or to which
        it
        makes, is making, or is obligated to make contributions, or in the case of
        a
        multiple employer plan (as described in Section 4064(a) of ERISA) has made
        contributions at any time during the immediately preceding five (5) plan
        years
        but excluding any Multiemployer Plan.

       

      “Permitted
        Liens”
        has the
        meaning specified in Section
        7.01.

       

      “Person”
        means
        an individual, partnership, corporation, limited liability company, business
        trust, joint stock company, trust, unincorporated association, joint venture
        or
        Governmental Authority.

       

      “Plan”
        means
        an employee benefit plan (as defined in Section 3(3) of ERISA) which the
        Company
        or any ERISA Affiliate sponsors or maintains or to which the Company or any
        ERISA Affiliate makes, is making, or is obligated to make contributions and
        includes any Pension Plan or Multiemployer Plan.

       

      “Pricing
        Level”
        means,
        for each Pricing Period, the pricing level set forth below opposite the Pricing
        Rating achieved by the Company as of the first day of that Pricing Period
        (subject to the provisions of the definition of “Pricing
        Rating”):

       

      
        	
                Pricing
                  Level

              	
                Pricing
                  Rating

              
	
                1

              	
                At
                  least A or A2

              
	
                2

              	
                At
                  least A- or A3

              
	
                3

              	
                At
                  least BBB+ or Baa1

              
	
                4

              	
                At
                  least BBB or Baa2

              
	
                5

              	
                At
                  least BBB- or Baa3

              
	
                6

              	
                BB+
                  or Ba1 or below or not rated.

              


      

      


       

      “Pricing
        Level Change Date”
        means,
        with respect to any change in the Pricing Level which results in a change
        in the
        Applicable Amount, the date which is five Business Days after the Administrative
        Agent has received evidence reasonably satisfactory to it of such
        change.

       

      “Pricing
        Period”
        means
        (a) the period commencing on the date of this Agreement and ending on the
        day
        prior to the first Pricing Level Change Date to occur thereafter and (b)
        each
        subsequent period commencing on each Pricing Level Change Date and ending
        the
        day prior to the next Pricing Level Change Date. 

       

      “Pricing
        Rating”
        means,
        as of any date of determination of the Applicable Amount, (a) the rating
        assigned by S&P or Moody’s to the outstanding senior unsecured
        non-credit-enhanced long-term indebtedness of the Company or (b) if neither
        S&P nor Moody’s has assigned a rating of the type described in clause
        (a),
        the
        corporate rating assigned to the Company by S&P or the issuer rating
        assigned to the Company by Moody’s; provided
        that (i)
        if the Company is split-rated and the ratings differential is one Pricing
        Level,
        the higher rating will apply, (ii) if the Company is split-rated and the
        ratings
        differential is two Pricing Levels or more, the intermediate rating at the
        midpoint will apply (or if there is no midpoint, the higher of the two
        intermediate ratings will apply) and (iii) if only one of the two rating
        agencies has assigned such a rating, the Pricing Level corresponding to such
        rating shall apply. For purposes hereof, the rating by each rating agency
        as of
        any date shall be the applicable rating by such agency in effect at the close
        of
        business on such date. 

       

      “Prime
        Rate”
        means a
        rate per annum equal to the prime rate of interest announced from time to
        time
        by U.S. Bank or its parent (which is not necessarily the lowest rate charged
        to
        any customer), changing when and as such prime rate changes.

       

      “Principal
        Operating Subsidiaries”
        means
        each of (i) WBI Holdings, Inc., (ii) Fidelity Exploration & Production
        Company and (iii) Knife River Corporation, and their respective permitted
        successors.

       

      “Project
        Finance Subsidiary”
        means
        any Subsidiary that meets each of the following requirements: (a) it is
        primarily engaged, directly or indirectly, in the ownership, operation and/or
        financing of independent power production and related facilities and assets;
        (b)
        neither the Company nor any other Subsidiary (other than another Project
        Finance
        Subsidiary) has any liability, contingent or otherwise, for the Indebtedness
        or
        other obligations of such Subsidiary (other than (i) non-recourse liability
        resulting solely from the pledge of stock of such Subsidiary and (ii) to
        the
        extent permitted by Section
        7.04);
        and
        (c) it has Indebtedness owing to, or commitments therefor from, Persons other
        than the Company and its Subsidiaries.

       

      “Pro
        Rata Share”
        means,
        as to any Bank at any time, the percentage equivalent (expressed as a decimal,
        rounded to the ninth decimal place) at such time of such Bank’s Commitment
        divided by the Aggregate Commitment (or, if the Commitments have terminated,
        of
        such Bank’s Outstanding Credit Exposure divided by the Aggregate Outstanding
        Credit Exposure).

       

      “Purchasers”
        is
        defined in Section
        10.08(d).

       

      “Rate
        Option”
        means
        the Eurodollar Rate or the Floating Rate.

       

      “Rate
        Option Notice”
        is
        defined in Section
        2.02(d).

       

      “Redeemable
        Preferred Stock”
        of any
        Person means any equity interest of such Person that by its terms (or by
        the
        terms of any equity interest into which it is convertible or for which it
        is
        exchangeable), or otherwise (including on the happening of an event), is
        required to be redeemed for cash or other property or is redeemable for cash
        or
        other property at the option of the holder thereof, in whole or in part,
        on or
        prior to the Termination Date; or is exchangeable for Indebtedness at any
        time,
        in whole or in part, on or prior to the Termination Date; provided
        that
        Redeemable Preferred Stock shall not include any equity interest by virtue
        of
        the fact that it may be exchanged or converted at the option of the holder
        or of
        the Company for equity interests of the Company having no preference as to
        dividends, distributions or liquidation over any other equity interests of
        the
        Company.

       

      “Regulation
        D”
        means
        Regulation D of the FRB as from time to time in effect and any successor
        thereto
        or other regulation or official interpretation of the FRB relating to reserve
        requirements applicable to member banks of the Federal Reserve
        System.

       

      “Reimbursement
        Obligations”
        means,
        at any time, the aggregate of all obligations of the Company then outstanding
        under Section
        2.16
        to
        reimburse the Issuers for amounts paid by the Issuers in respect of any one
        or
        more drawings under Letters of Credit.

       

      “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.

       

      “Requirement
        of Law”
        means,
        as to any Person, any law (statutory or common), treaty, rule or regulation
        or
        determination of an arbitrator or of a Governmental Authority, in each case
        applicable to or binding upon the Person or any of its property or to which
        the
        Person or any of its property is subject.

       

      “Reserve
        Requirement”
        means,
        with respect to an Interest Period, the maximum aggregate reserve requirement
        (including all basic, supplemental, marginal and other reserves) which is
        imposed under Regulation D on Eurocurrency liabilities during such Interest
        Period.

       

      “Responsible
        Officer”
        means
        the chief executive officer or the president of the Company, or any other
        officer having substantially the same authority and responsibility; or, with
        respect to compliance with financial covenants, the chief financial officer,
        the
        treasurer or the assistant treasurer of the Company, or any other officer
        having
        substantially the same authority and responsibility. Any document or certificate
        hereunder that is signed or executed by a Responsible Officer shall be
        conclusively presumed to have been authorized by all necessary corporate,
        partnership and/or other action on the part of the Company, and such officer
        shall be conclusively presumed to have acted on behalf of the
        Company.

       

      “Risk-Based
        Capital Guidelines”
        has the
        meaning specified in Section
        3.02.

       

      “S&P”
        means
        Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies
        Inc., and any successor thereto that is a nationally recognized rating agency
        (or, if neither such division nor any successor shall be in the business
        of
        rating long-term indebtedness, a nationally recognized rating agency in the
        United States as mutually agreed between the Majority Banks and the Company).
        

       

      “SEC”
        means
        the Securities and Exchange Commission, or any Governmental Authority succeeding
        to any of its principal functions.

       

      “Securitization
        Obligations”
        means,
        with respect to any Securitization Transaction, the aggregate investment
        or
        claim held at any time by all purchasers, assignees or transferees of (or
        of
        interests in) or holders of obligations that are supported or secured by
        accounts receivable, lease receivables and other rights to payment in connection
        with such Securitization Transaction.

       

      “Securitization
        Transaction”
        means
        any sale, assignment or other transfer by the Company or any Subsidiary (other
        than a Project Finance Subsidiary) of accounts receivable, lease receivables
        or
        other payment obligations owing to the Company or such Subsidiary or any
        interest in any of the foregoing, together in each case with any collections
        and
        other proceeds thereof, any collection or deposit accounts related thereto,
        and
        any collateral, guaranties or other property or claims in favor of the Company
        or such Subsidiary supporting or securing payment by the obligor thereon
        of, or
        otherwise related to, any such receivables.

       

      “Significant
        Subsidiary”
        means a
“Significant Subsidiary” as defined in Rule 1-02(w) of Regulation S-X of the
        SEC, as in effect on the date hereof.

       

      “Solvent”
        means,
        as to any Person at any time, that (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.

       

      “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, or one or more of the Subsidiaries of the Person, or a
        combination thereof. Unless the context otherwise clearly requires, references
        herein to a “Subsidiary” refer to a Subsidiary of the Company.

       

      “Surety
        Instruments”
        means
        all letters of credit (including standby and commercial), banker’s acceptances,
        bank guaranties, shipside bonds, surety bonds and similar
        instruments.

       

      “Swap
        Contract”
        means
        swap agreements (as such term is defined in Section 101(53B) of the Bankruptcy
        Code) and any other agreements or arrangements designed to provide protection
        against fluctuations in interest or currency exchange rates or commodity
        prices,
        including, but not limited to, Commodity Contracts and Financial
        Contracts.

       

      “Swap
        Termination Value”
        means,
        in respect of any one or more Swap Contracts, after taking into account the
        effect of any legally enforceable netting agreement relating to such Swap
        Contracts, (a) for any date on or after the date such Swap Contracts have
        been
        closed out and termination value(s) determined in accordance therewith, such
        termination value(s), and (b) for any date prior to the date referenced in
        clause
        (a)
        the
        amount(s) determined as the mark-to-market value(s) for such Swap Contracts,
        as
        determined by the Company based upon one or more mid-market or other readily
        available quotations provided by any recognized dealer in such Swap Contracts
        (which may include any Bank).

       

      “Taxes”
        means
        any and all present or future taxes, duties, levies, imposts, deductions,
        charges or withholdings, and any and all liabilities with respect to the
        foregoing, but excluding Excluded Taxes and Other Taxes. 

       

      “Termination
        Date”
        means
        August 26, 2010 or any earlier date on which the Aggregate Commitment is
        reduced
        to zero or otherwise terminated pursuant to the terms hereof.

       

      “Total
        Capitalization”
        means,
        with respect to any Person, the sum of (a) the total consolidated stockholders’
        or owners’ equity of such Person determined in accordance with GAAP (excluding
        any non-cash gain or loss with respect to Covered Contracts resulting from
        the
        requirements of FASB Statement No. 133, “Accounting for Derivative Instruments
        and Hedging Activities”) plus (b) the Total Debt of such Person.

       

      “Total
        Debt”
        means,
        with respect to any Person, the total consolidated Indebtedness of such Person,
        excluding
        (a)
        Indebtedness under Covered Contracts and (b) 80% of the amount of all contingent
        reimbursement or payment obligations with respect to unsecured surety bonds
        incurred in the ordinary course of business includable in the computation
        of
“Indebtedness” pursuant to item (d) of the definition thereof but for this
        exclusion.

       

      “Transferee”
        is
        defined in Section
        10.08(f).

       

      “Type”
        means
        with respect to any Advance, its nature as a Floating Rate Advance or a
        Eurodollar Advance.

       

      “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.

       

      “United
        States”
        and
“U.S.”
        each
        mean the United States of America.

       

      “Wholly-Owned
        Subsidiary”
        means
        any entity in which (other than, in the case of a corporation, directors’
        qualifying shares required by law) 100% of the capital stock or other equity
        interests of each class, if applicable, having ordinary voting power, and
        100%
        of the capital stock or other equity interests of every other class, if
        applicable, in each case, at the time as of which any determination is being
        made, is owned, beneficially and of record, by the Company, or by one or
        more of
        the other Wholly-Owned Subsidiaries, or both.

       

      “Williston
        Basin”
        is
        defined in Section
        7.05.

       

      1.02  Other
        Interpretive Provisions.
        (a) The
        meanings of defined terms are equally applicable to the singular and plural
        forms of the defined terms.

       

      (b)  The
        words
“hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a
        whole and not to any particular provision of this Agreement; and subsection,
        Section, Schedule, Article and Exhibit references are to this Agreement unless
        otherwise specified.

       

      (c)  (i)
        The
        term
“documents” includes any and all instruments, documents, agreements,
        certificates, indentures, notices and other writings, however
        evidenced.

       

      (ii)  The
        term
“including” is not limiting and means “including without
        limitation.”

       

      (iii)  In
        the
        computation of periods of time from a specified date to a later specified
        date,
        the word “from” means “from and including”; the words “to” and “until” each mean
“to but excluding”, and the word “through” means “to and
        including.”

       

      (iv)  The
        term
“property” includes any kind of property or asset, real, personal or mixed,
        tangible or intangible.

       

      (d)  Unless
        otherwise expressly provided herein, (i)
        references to agreements (including this Agreement) and other contractual
        instruments shall be deemed to include all subsequent amendments and other
        modifications thereto, but only to the extent such amendments and other
        modifications are not prohibited by the terms of any Loan Document, and
(ii)
        references to any statute or regulation are to be construed as including
        all
        statutory and regulatory provisions consolidating, amending, replacing,
        supplementing or interpreting the statute or regulation.

       

      (e)  The
        captions and headings of this Agreement are for convenience of reference
        only
        and shall not affect the interpretation of this Agreement.

       

      (f)  This
        Agreement and other Loan Documents may use several different limitations,
        tests
        or measurements to regulate the same or similar matters. All such limitations,
        tests and measurements are cumulative and shall each be performed in accordance
        with their terms. Unless otherwise expressly provided, any reference to any
        action of the Administrative Agent or the Banks by way of consent, approval
        or
        waiver shall be deemed modified by the phrase “in its/their sole
        discretion.”

       

      (g)  This
        Agreement and the other Loan Documents are the result of negotiations among
        and
        have been reviewed by counsel to the Administrative Agent, the Company and
        the
        other parties, and are the products of all parties. Accordingly, they shall
        not
        be construed against the Banks or the Administrative Agent merely because
        of the
        Administrative Agent’s or Banks’ involvement in their preparation.

       

      1.03  Accounting
        Principles.
        (a)
        Unless
        the context otherwise clearly requires, all accounting terms not expressly
        defined herein shall be construed, and all financial computations required
        under
        this Agreement shall be made, in accordance with GAAP, consistently applied.
        If
        GAAP changes during the term of this Agreement such that the financial covenants
        would then be calculated in a different manner or with different components,
        (i)
        the
        Company, the Administrative Agent and the Banks agree to amend this Agreement
        in
        such respects as are necessary to conform those covenants as criteria for
        evaluating the Company’s financial condition to substantially the same criteria
        as were effective prior to such change in GAAP and (ii)
        the
        Company shall be deemed to be in compliance with the covenants contained
        in the
        aforesaid Sections during the 90-day period following any such change in
        GAAP if
        and to the extent that the Company would have been in compliance therewith
        under
        GAAP as in effect immediately prior to such change.

       

      (b)  References
        herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the
        Company.

       

      ARTICLE
        II  

       

      THE
        FACILITY

       

      2.01  The
        Facility.

       

      (a)  Commitments
        of the Banks.
        Each
        Bank severally agrees to make revolving loans (each a “Loan”)
        to the
        Company, and each Issuer agrees to issue Letters of Credit for the account
        of
        the Company (or jointly for the account of the Company and Centennial
        International) in an aggregate amount not to exceed $400,000,000 (and each
        Bank
        severally agrees to participate in each such Letter of Credit as more fully
        set
        forth in Section
        2.16),
        from
        time to time on or prior to the Termination Date; provided
        that (i)
        the aggregate amount of the outstanding Letter of Credit Obligations shall
        not
        exceed $75,000,000, (ii) the aggregate stated amount of Letters of Credit
        issued
        jointly for the account of the Company and Centennial International shall
        not at
        any time exceed $50,000,000, (iii) after giving effect to any Credit Extension
        (and the use of proceeds thereof), the Company shall be in compliance with
        the
        last sentence of Section
        7.13,
        (iv)
        the Outstanding Credit Exposure of any Bank shall not at any time exceed
        such
        Bank’s Commitment and (v) the Aggregate Outstanding Credit Exposure shall not
        at
        any time exceed the Aggregate Commitment. Subject to the terms of this
        Agreement, the Company may borrow, repay and reborrow Loans at any time prior
        to
        the Termination Date.

       

      (b)  Repayment
        of Facility.
        The
        principal amount of each Advance and all other unpaid Obligations shall be
        paid
        in full by the Company on the Termination Date.

       

      2.02  Advances.

       

      (a)  Advances.
        Each
        Advance hereunder shall consist of borrowings made from the several Banks
        ratably in proportion to the amounts of their respective Commitments. Advances
        shall be evidenced by the Notes.

       

      (b)  Advance
        Rate Options.
        The
        Advances may be Floating Rate Advances or Eurodollar Advances, or a combination
        thereof, selected by the Company in accordance with Section
        2.02(c).
        No
        Advance may mature after the Termination Date.

       

      (c)  Method
        of Selecting Rate Options and Interest Periods for Advances.
        The
        Company shall select the Rate Option and, in the case of each Eurodollar
        Advance, the Interest Period applicable thereto, from time to time. The Company
        shall give the Administrative Agent irrevocable notice (a “Borrowing
        Notice”)
        substantially in the form of Exhibit
        H
        not
        later than 10:00 a.m. (Minneapolis time) at least one Business Day before
        the
        Borrowing Date of each Floating Rate Advance and at least three Business
        Days
        before the Borrowing Date for each Eurodollar Advance. A Borrowing Notice
        shall
        specify:

       

      (i)  the
        Borrowing Date, which shall be a Business Day, of such Advance,

       

      (ii)  the
        aggregate amount of such Advance,

       

      (iii)  the
        Rate
        Option selected for such Advance, and

       

      (iv)  in
        the
        case of each Eurodollar Advance, the Interest Period applicable thereto (which
        may not end after the Termination Date).

       

      (d)  Conversion
        and Continuation of Outstanding Advances.
        Floating Rate Advances shall continue as Floating Rate Advances unless and
        until
        such Floating Rate Advances are either converted into Eurodollar Advances
        in
        accordance with this Section
        2.02(d)
        or are
        prepaid in accordance with Section
        2.07.
        Each
        Eurodollar Advance shall continue as a Eurodollar Advance until the end of
        the
        then applicable Interest Period therefor, at which time such Eurodollar Advance
        shall be automatically converted into a Floating Rate Advance unless such
        Eurodollar Advance shall have been either (a) prepaid in accordance with
        Section
        2.07
        or (b)
        continued as a Eurodollar Advance for the same or another Interest Period
        in
        accordance with this Section
        2.02(d).
        Subject
        to the terms of Section
        2.06,
        the
        Company may elect from time to time to convert and/or continue the Rate Option
        applicable to all or any part of an Advance into another Rate Option;
provided
        that any
        conversion or continuation of any Eurodollar Advance shall be made on, and
        only
        on, the last day of the Interest Period applicable thereto. The Company shall
        give the Administrative Agent irrevocable notice (a “Rate
        Option Notice”)
        of
        each conversion of a Floating Rate Advance into a Eurodollar Advance, or
        continuation of a Eurodollar Advance, not later than 10:00 a.m. (Minneapolis
        time) at least three Business Days prior to the date of the requested conversion
        or continuation, specifying:

       

      (i)  the
        requested date, which shall be a Business Day, of such conversion or
        continuation,

       

      (ii)  the
        aggregate amount and Rate Option applicable to the Advance which is to be
        converted or continued, and

       

      (iii)  the
        amount and Rate Option(s) of Advance(s) into which such Advance is to be
        converted or continued and, in the case of a conversion into or continuation
        of
        a Eurodollar Advance, the duration of the Interest Period applicable
        thereto.

       

      2.03  Method
        of Borrowing.
        Not
        later
        than noon (Minneapolis time) on each Borrowing Date, each Bank shall make
        available its Loan or Loans, in funds immediately available in Minneapolis
        to
        the Administrative Agent at its address specified pursuant to Section
        10.02.
        The
        Administrative Agent will make the funds so received from the Banks available
        to
        the Company at the Administrative Agent’s aforesaid address. Notwithstanding the
        foregoing provisions of this Section
        2.03,
        to the
        extent that a Loan made by a Bank matures on the Borrowing Date of a requested
        Loan, such Bank shall apply the proceeds of the Loan it is then making to
        the
        repayment of principal of the maturing Loan.

       

      2.04  Fees;
        Changes in Aggregate Commitment.

       

      (a)  Facility
        Fee.
        The
        Company agrees to pay to the Administrative Agent for the account of each
        Bank a
        facility fee equal to the Applicable Amount on the average daily amount of
        such
        Bank’s Commitment (whether used or unused) from the date hereof to and including
        the Termination Date, payable in arrears on each Payment Date hereafter and
        on
        the Termination Date.

       

      (b)  Utilization
        Fee.
        In
        addition to the foregoing, for each and any day on which the Aggregate
        Outstanding Credit Exposure exceeds an amount equal to fifty percent (50%)
        of
        the Aggregate Commitment, the Company shall pay to the Administrative Agent
        for
        the account of each Bank a utilization fee equal to the Applicable Amount
        times
        such Bank’s Outstanding Credit Exposure on such day, payable in arrears on each
        Payment Date hereafter and on the Termination Date.

       

      (c)  Changes
        in Aggregate Commitment.
        

       

      (A)  The
        Company may permanently reduce the Aggregate Commitment in whole, or in part
        ratably among the Banks in integral multiples of $1,000,000, upon at least
        ten
        Business Days’ written notice to the Administrative Agent, which notice shall
        specify the amount of any such reduction; provided
        that the
        amount of the Aggregate Commitment may not be reduced below the Aggregate
        Outstanding Credit Exposure. All accrued facility fees shall be payable on
        the
        effective date of any termination of the obligations of the Banks to make
        Loans
        hereunder. 

       

      (B)  So
        long
        as no Default or Event of Default exists, the Company may, from time to time,
        by
        means of a letter delivered to the Administrative Agent substantially in
        the
        form of Exhibit
        G,
        request
        that the Aggregate Commitment be increased, by a minimum amount of $25,000,000
        and higher integral multiples of $5,000,000, to an amount up to $450,000,000
        by
        (a) increasing the Commitment of one or more Banks which have agreed to such
        increase and/or (b) adding one or more commercial banks or other Persons
        as a
        party hereto (each an “Additional
        Bank”)
        with a
        Commitment in an amount agreed to by any such Additional Bank; provided
        that no
        Additional Bank shall be added as a party hereto without the written consent
        of
        the Administrative Agent (which shall not be unreasonably withheld). Any
        increase in the Aggregate Commitment pursuant to this clause
        (B)
        shall be
        effective three Business Days after the date on which the Administrative
        Agent
        has received and accepted the applicable increase letter in the form of
Annex
        1
        to
Exhibit
        F
        (in the
        case of an increase in the Commitment of an existing Bank) or assumption
        letter
        in the form of Annex
        2
        to
Exhibit
        F
        (in the
        case of the addition of a commercial bank or other Person as a new Bank).
        The
        Administrative Agent shall promptly notify the Company and the Banks of any
        increase in the amount of the Aggregate Commitment pursuant to this clause
        (B)
        and of
        the Commitment of each Bank after giving effect thereto. The Company
        acknowledges that, in order to maintain Advances in accordance with each
        Bank’s
        pro-rata share of all outstanding Advances prior to any increase in the
        Aggregate Commitment pursuant to this clause
        (B),
        a
        reallocation of the Commitments as a result of a non-pro-rata increase in
        the
        Aggregate Commitment may require prepayment of all or portions of certain
        Advances on the date of such increase (and any such prepayment shall be subject
        to the provisions of Section
        3.04).

       

      2.05  Minimum
        Amount of Each Advance.
        Each
        Eurodollar Advance shall be in the minimum amount of $5,000,000 (and in
        multiples of $1,000,000 if in excess thereof), and each Floating Rate Advance
        shall be in the minimum amount of $1,000,000 (and in multiples of $1,000,000
        if
        in excess thereof); provided
        that any
        Floating Rate Advance may be in the amount of the unused Commitments. The
        Company shall not request a Eurodollar Advance if, after giving effect to
        the
        requested Eurodollar Advance, more than 10 separate Eurodollar Advances would
        be
        outstanding.

       

      2.06  Optional
        Principal Payments.
        The
        Company may from time to time pay, without penalty or premium, all outstanding
        Floating Rate Advances, or, in a minimum aggregate amount of $1,000,000 or
        any
        integral multiple of $1,000,000 in excess thereof, any portion of the
        outstanding Floating Rate Advances upon one Business Day’s prior notice to the
        Administrative Agent. The Company may from time to time pay all (but not
        less
        than all) of a Eurodollar Advance upon three Business Days’ prior notice to the
        Administrative Agent, without penalty or premium, but subject to any funding
        indemnification as provided in Section
        3.04.

       

      2.07  Changes
        in Interest Rate, etc.
        Each
        Floating Rate Advance shall bear interest on the outstanding principal amount
        thereof, for each day from and including the date such Advance is made or
        is
        converted from a Eurodollar Advance into a Floating Rate Advance pursuant
        to
Section
        2.02(d)
        to but
        excluding the date it is paid (except as otherwise provided in Section
        2.08)
        or is
        converted into a Eurodollar Advance pursuant to Section
        2.02(d),
        at a
        rate per annum equal to the Floating Rate for such day. Changes in the rate
        of
        interest on that portion of any Advance maintained as a Floating Rate Advance
        will take effect simultaneously with each change in the Alternate Base Rate.
        Each Eurodollar Advance shall bear interest on the outstanding principal
        amount
        thereof from and including the first day of the Interest Period applicable
        thereto to (but not including) the last day of such Interest Period at the
        interest rate determined as applicable to such Eurodollar Advance.

       

      2.08  Rates
        Applicable After Default.
        Notwithstanding anything to the contrary contained in Section
        2.02(c)
        or
Section
        2.02(d),
        during
        the continuance of a Default or an Event of Default the Majority Banks may,
        at
        their option, by notice to the Company (which notice may be revoked at the
        option of the Majority Banks notwithstanding any provision of Section
        10.01
        requiring unanimous consent of the Banks to changes in interest rates), declare
        that no Advance may be made as, converted into or continued as a Eurodollar
        Advance. If any Advance is not paid at maturity, whether by acceleration
        or
        otherwise, the Majority Banks may, at their option, by notice to the Company
        (which notice may be revoked at the option of the Majority Banks notwithstanding
        any provision of Section
        10.01
        requiring unanimous consent of the Banks to changes in interest rates), declare
        that (i)
        each
        Eurodollar Advance shall bear interest for the remainder of the applicable
        Interest Period at the rate otherwise applicable to such Interest Period
        plus 2%
        per annum, (ii)
        each
        Floating Rate Advance shall bear interest at a rate per annum equal to the
        Floating Rate otherwise applicable to such Floating Rate Advance plus 2%
        per
        annum and (iii)
        the rate
        applicable to the Letter of Credit Fee shall be increased by 2% per annum.
        

       

      2.09  Method
        of Payment.
        All
        payments of the Obligations hereunder shall be made, without setoff, deduction,
        or counterclaim, in immediately available funds, to the Administrative Agent
        at
        the Administrative Agent’s address specified pursuant to Section
        10.02,
        or at
        any other Lending Installation of the Administrative Agent specified in writing
        by the Administrative Agent to the Company, by noon (local time) on the date
        when due and shall be applied ratably by the Administrative Agent among the
        Banks to the payment of all Obligations then due and payable, if any, and
        otherwise to the payment of the remaining Obligations. Each payment delivered
        to
        the Administrative Agent for the account of any Bank shall be delivered promptly
        by the Administrative Agent to such Bank in the same type of funds that the
        Administrative Agent received at its address specified pursuant to Section
        10.02
        or at
        any Lending Installation specified in a notice received by the Administrative
        Agent from such Bank. The Administrative Agent is hereby authorized to charge
        the account of the Company maintained with the Administrative Agent (and/or
        its
        Affiliates) for each payment of principal, interest and fees as it becomes
        due
        hereunder.

       

      2.10  Notes;
        Telephonic Notices.
        Each
        Bank is hereby authorized to record on the schedule attached to each of its
        Notes, or otherwise record in accordance with its usual practice, the date
        and
        amount of each of its Loans of the type evidenced by such Note; provided
        that
        neither the failure to so record nor any error in such recordation shall
        affect
        the Company’s obligations under any such Note. The Company hereby authorizes the
        Banks and the Administrative Agent to extend, convert or continue Advances,
        effect selections of Rate Options and transfer funds based on telephonic
        notices
        made by any person or persons the Administrative Agent or any Bank in good
        faith
        believes to be acting on behalf of the Company. The Company agrees to deliver
        promptly to the Administrative Agent a written confirmation, if such
        confirmation is requested by the Administrative Agent or any Bank, of each
        telephonic notice signed by a Responsible Officer. If the written confirmation
        differs in any material respect from the action taken by the Administrative
        Agent and the Banks, the records of the Administrative Agent and the Banks
        shall
        govern absent manifest error.

       

      2.11  Interest
        Payment Dates; Interest and Fee Basis.
        Interest accrued on each Floating Rate Advance shall be payable on each Payment
        Date, commencing with the first such date to occur after the date hereof,
        and at
        maturity. Interest accrued on each Eurodollar Advance shall be payable on
        the
        last day of its applicable Interest Period, on any date on which the Eurodollar
        Advance is prepaid, whether by acceleration or otherwise, and at maturity.
        Interest accrued on each Eurodollar Advance having an Interest Period longer
        than three months shall also be payable on the last day of each three-month
        interval during such Interest Period. Interest and fees shall be calculated
        for
        actual days elapsed on the basis of a 360-day year, with the exception that
        interest on Floating Rate Advances shall be calculated on the basis of a
        365 or
        366 day year, as appropriate. Interest shall be payable for the day an Advance
        is made but not for the day of any payment on the amount paid if payment
        is
        received prior to noon (local time) at the place of payment. If any payment
        of
        principal of or interest on an Advance shall become due on a day which is
        not a
        Business Day, such payment shall be made on the next succeeding Business
        Day
        and, in the case of a principal payment, such extension of time shall be
        included in computing interest in connection with such payment.

       

      2.12  Notification
        of Advances, Interest Rates, Prepayments and Commitment
        Changes.
        Promptly after receipt thereof, the Administrative Agent will notify each
        Bank
        of the contents of each Aggregate Commitment reduction or increase notice,
        Borrowing Notice, Rate Option Notice and repayment notice received by it
        hereunder. The Administrative Agent will notify each Bank of the interest
        rate
        applicable to each Eurodollar Advance promptly upon determination of such
        interest rate and will give each Bank prompt notice of each change in the
        Alternate Base Rate. 

       

      2.13  Lending
        Installations.
        Each
        Bank may book its Loans at any Lending Installation selected by such Bank
        and
        may change its Lending Installation from time to time. All terms of this
        Agreement shall apply to any such Lending Installation and the Loans shall
        be
        deemed held by each Bank for the benefit of such Lending Installation. Each
        Bank
        may, by written or telex notice to the Administrative Agent and the Company,
        designate a Lending Installation through which Loans will be made by it and
        for
        whose account Loan payments are to be made.

       

      2.14  Non-Receipt
        of Funds by the Administrative Agent.
        Unless
        the Company or a Bank, as the case may be, notifies the Administrative Agent
        prior to the date on which it is scheduled to make payment to the Administrative
        Agent of (i)
        in the
        case of a Bank, the proceeds of a Loan or (ii)
        in the
        case of the Company, a payment of principal, interest or fees to the
        Administrative Agent for the account of the Banks, that it does not intend
        to
        make such payment, the Administrative Agent may assume that such payment
        has
        been made. The Administrative Agent may, but shall not be obligated to, make
        the
        amount of such payment available to the intended recipient in reliance upon
        such
        assumption. If such Bank or the Company, as the case may be, has not in fact
        made such payment to the Administrative Agent, the recipient of such payment
        shall, on demand by the Administrative Agent, repay to the Administrative
        Agent
        the amount so made available together with interest thereon in respect of
        each
        day during the period commencing on the date such amount was so made available
        by the Administrative Agent until the date the Administrative Agent recovers
        such amount at a rate per annum equal to (i) in the case of payment by a
        Bank,
        the Federal Funds Effective Rate for such day or (ii) in the case of payment
        by
        the Company, the interest rate applicable to the relevant Loan.

       

      2.15  Replacement
        of Bank.
        If the
        Company is required pursuant to Section
        3.01,
        3.02
        or
3.05
        to make
        any additional payment to any Bank or if any Bank’s obligation to make or
        continue, or to convert Floating Rate Advances into, Eurodollar Advances
        shall
        be suspended pursuant to Section
        3.03
        (any
        Bank so affected, an “Affected
        Bank”),
        the
        Company may elect, if such amounts continue to be charged or such suspension
        is
        still effective, to replace such Affected Bank as a Bank party to this Agreement
        (unless such replacement would not reduce or eliminate such amounts or eliminate
        such suspension); provided
        that no
        Default or Event of Default shall have occurred and be continuing at the
        time of
        such replacement and such replacement would not result in the violation of
        any
        Requirement of Law by such Affected Bank; and provided,
        further,
        that,
        concurrently with such replacement, (A) another bank or other entity which
        is
        reasonably satisfactory to the Company and the Administrative Agent shall
        agree,
        as of such date, to purchase for cash the Advances and other Obligations
        due to
        such Affected Bank pursuant to an assignment substantially in the form of
        Exhibit
        F
        and to
        become a Bank for all purposes under this Agreement and to assume all
        obligations of such Affected Bank to be terminated as of such date and to
        comply
        with the requirements of Section
        10.08
        applicable to assignments (it being understood that such Affected Bank shall
        not
        be obligated to pay the processing fee described in Section
        10.08(e)(ii)
        in
        connection with any such assignment) and (B) the Company shall pay to such
        Affected Bank in same day funds on the day of such replacement (1) all interest,
        fees and other amounts then accrued but unpaid to such Affected Bank by the
        Company hereunder to and including the date of termination, including without
        limitation payments due to such Affected Bank under Sections
        3.01,
        3.02
        and
3.05,
        and (2)
        an amount, if any, equal to the payment which would have been due to such
        Bank
        on the day of such replacement under Section
        3.04
        had the
        Loans of such Affected Bank been prepaid on such date rather than sold to
        the
        replacement Bank.

       

      2.16  Letters
        of Credit.

       

      (a)  Issuance.
        Each
        Issuer hereby agrees, on the terms and conditions set forth in this Agreement,
        to issue standby letters of credit (each a “Letter
        of Credit”)
        and to
        renew, extend, increase, decrease or otherwise modify Letters of Credit
        (“Modify,”
        and
        each such action a “Modification”)
        from
        time to time from and including the date of this Agreement and prior to the
        Termination Date upon the request of the Company; provided
        that
        immediately after each such Letter of Credit is issued (or, in the case of
        the
        Existing Letters of Credit, deemed issued hereunder) or Modified, (i)
        the
        aggregate amount of the outstanding Letter of Credit Obligations shall not
        exceed $75,000,000 (ii)
        the
        aggregate stated amount of Letters of Credit issued jointly for the account
        of
        the Company and Centennial International shall not exceed $50,000,000 and
        (iii)
        the
        Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment.
        No Letter of Credit shall have an expiry date later than the earlier of (x)
        one
        year after the issuance thereof and (y) five Business Days prior to the
        Termination Date.

       

      (b)  Participations.
        Upon
        the issuance or Modification by an Issuer of a Letter of Credit in accordance
        with this Section
        2.16
        (or, in
        the case of any Existing Letter of Credit, on the date hereof), such Issuer
        shall be deemed, without further action by any Person, to have unconditionally
        and irrevocably sold to each Bank, and each Bank shall be deemed, without
        further action by any Person, to have unconditionally and irrevocably purchased
        from such Issuer, a participation in such Letter of Credit (and each
        Modification thereof) and the related Letter of Credit Obligations in proportion
        to its Pro Rata Share.

       

      (c)  Notice.
        Subject
        to Section
        2.16(a),
        the
        Company shall give the applicable Issuer notice prior to 10:00 a.m. (Minneapolis
        time) at least three Business Days (or such lesser period of time as such
        Issuer
        may agree in its sole discretion) prior to the proposed date of issuance
        or
        Modification of each Letter of Credit (other than an Existing Letter of Credit),
        (i) specifying the beneficiary, the proposed date of issuance (or Modification)
        and the expiry date of such Letter of Credit, (ii) describing the proposed
        terms
        of such Letter of Credit and the nature of the transactions proposed to be
        supported thereby and (iii) if such Letter of Credit is to be issued jointly
        for
        the account of the Company and Centennial International, confirming that,
        after
        giving effect to the issuance of such Letter of Credit, the Company is in
        compliance with the last sentence of Section
        7.13.
        Upon
        receipt of such notice, such Issuer shall promptly notify the Administrative
        Agent, and the Administrative Agent shall promptly notify each Bank, of the
        contents thereof and of the amount of such Bank’s participation in such proposed
        Letter of Credit. The issuance or Modification by an Issuer of any Letter
        of
        Credit shall, in addition to the conditions precedent set forth in Article
        IV
        (the
        satisfaction of which such Issuer shall have no duty to ascertain, it being
        understood, however, that such Issuer shall not issue any Letter of Credit
        if it
        has received written notice from the Company, the Administrative Agent or
        any
        Bank that any such conditions precedent have not been satisfied), be subject
        to
        the conditions precedent that such Letter of Credit shall be satisfactory
        to
        such Issuer and that the Company shall have executed and delivered such
        application agreement and/or such other instruments and agreements relating
        to
        such Letter of Credit as such Issuer shall have reasonably requested (each
        a
“Letter
        of Credit Application”).
        In
        the event of any conflict between the terms of this Agreement and the terms
        of
        any Letter of Credit Application, the terms of this Agreement shall
        control.

       

      (d)  Letter
        of Credit Fees.
        The
        Company shall pay to the Administrative Agent, for the account of the Banks
        ratably in accordance with their respective Pro Rata Shares, with respect
        to
        each Letter of Credit, a letter of credit fee (the “Letter
        of Credit Fee”)
        at a
        per annum rate equal to the Applicable Amount in effect from time to time
        on the
        maximum undrawn amount which may at any time thereafter be available under
        such
        Letter of Credit, such fee to be payable in arrears on each Payment Date,
        on the
        Termination Date and thereafter on demand. The Company shall also pay to
        each
        Issuer for its own account (x) a fronting fee in the amount agreed to by
        such
        Issuer and the Company from time to time, with such fee to be payable in
        arrears
        on each Payment Date, and (y) documentary and processing charges in connection
        with the issuance or Modification of and draws under the applicable Letters
        of
        Credit in accordance with such Issuer’s standard schedule for such charges as in
        effect from time to time.

       

      (e)  Administration;
        Reimbursement by Banks.
        Upon
        receipt from the beneficiary of any Letter of Credit of any demand for payment
        under such Letter of Credit, the applicable Issuer shall notify the
        Administrative Agent and the Administrative Agent shall promptly notify the
        Company and each other Bank as to the amount to be paid by such Issuer as
        a
        result of such demand and the proposed payment date (the “Letter
        of Credit Payment Date”).
        The
        responsibility of any Issuer to the Company and each Bank shall be only to
        determine that the documents delivered under each applicable Letter of Credit
        in
        connection with a demand for payment are in conformity in all material respects
        with such Letter of Credit. Each Issuer shall endeavor to exercise the same
        care
        in its issuance and administration of Letters of Credit as it does with respect
        to letters of credit in which no participations are granted, it being understood
        that in the absence of any gross negligence or willful misconduct by such
        Issuer, each Bank shall be unconditionally and irrevocably obligated, without
        regard to the occurrence of any Default or any condition precedent whatsoever,
        to reimburse such Issuer on demand for (i)
        such
        Bank’s Pro Rata Share of the amount of each payment made by such Issuer under
        each Letter of Credit to the extent such amount is not reimbursed by the
        Company
        pursuant to Section
        2.16(f)
        below,
        plus (ii)
        interest
        on the foregoing amount, for each day from the date of the applicable payment
        by
        such Issuer to the date on which such Issuer is reimbursed by such Bank for
        its
        Pro Rata Share thereof, at a rate per annum equal to the Federal Funds Effective
        Rate or, beginning on third Business Day after demand for such amount by
        such
        Issuer, the rate applicable to Floating Rate Advances.

       

      (f)  Reimbursement
        by Company.
        The
        Company shall be irrevocably and unconditionally obligated to reimburse each
        Issuer on or before the applicable Letter of Credit Payment Date for any
        amount
        to be paid by such Issuer upon any drawing under any Letter of Credit, without
        presentment, demand, protest or other formalities of any kind; provided
        that the
        Company shall not be precluded from asserting any claim for direct (but not
        consequential) damages suffered by the Company to the extent, but only to
        the
        extent, caused by (i)
        the
        willful misconduct or gross negligence of such Issuer in determining whether
        a
        request presented under any Letter of Credit complied with the terms of such
        Letter of Credit or (ii)
        such
        Issuer’s failure to pay under any Letter of Credit after the presentation to it
        of a request strictly complying with the terms and conditions of such Letter
        of
        Credit. All such amounts paid by the applicable Issuer and remaining unpaid
        by
        the Company shall bear interest, payable on demand, for each day until paid
        at a
        rate per annum equal to the sum of 2% plus the rate applicable to Floating
        Rate
        Advances. Each Issuer will pay to each Bank ratably in accordance with its
        Pro
        Rata Share all amounts received by it from the Company for application in
        payment, in whole or in part, of the Reimbursement Obligation in respect
        of any
        Letter of Credit issued by such Issuer, but only to the extent such Bank
        made
        payment to such Issuer in respect of such Letter of Credit pursuant to
Section
        2.16(e).

       

      (g)  Obligations
        Absolute.
        The
        Company’s obligations under this Section
        2.16
        shall be
        absolute and unconditional under any and all circumstances and irrespective
        of
        any setoff, counterclaim or defense to payment which the Company may have
        or
        have had against the applicable Issuer, any Bank or any beneficiary of a
        Letter
        of Credit. The Company further agrees with each Issuer and the Banks that
        no
        Issuer or Bank shall be responsible for, and the Company’s Reimbursement
        Obligation in respect of any Letter of Credit shall not be affected by, among
        other things, the validity or genuineness of documents or of any endorsements
        thereon, even if such documents should in fact prove to be in any or all
        respects invalid, fraudulent or forged, or any dispute between or among the
        Company, any of its Affiliates, the beneficiary of any Letter of Credit or
        any
        financing institution or other party to whom any Letter of Credit may be
        transferred or any claims or defenses whatsoever of the Company or of any
        of its
        Affiliates against the beneficiary of any Letter of Credit or any such
        transferee. No Issuer shall be liable for any error, omission, interruption
        or
        delay in transmission, dispatch or delivery of any message or advice, however
        transmitted, in connection with any Letter of Credit. The Company agrees
        that
        any action taken or omitted by the applicable Issuer or any Bank under or
        in
        connection with any Letter of Credit and the related drafts and documents,
        if
        done without gross negligence or willful misconduct, shall be binding upon
        the
        Company and shall not put such Issuer or any Bank under any liability to
        the
        Company. Nothing in this Section
        2.16(g)
        is
        intended to limit the right of the Company to make a claim against the
        applicable Issuer for damages as contemplated by the proviso to the first
        sentence of Section
        2.16(f).

       

      (h)  Actions
        of Issuer.
        Each
        Issuer shall be entitled to rely, and shall be fully protected in relying,
        upon
        any Letter of Credit, draft, writing, resolution, notice, consent, certificate,
        affidavit, letter, cablegram, telegram, facsimile, telex or teletype message,
        statement, order or other document believed by it to be genuine and correct
        and
        to have been signed, sent or made by the proper Person or Persons, and upon
        advice and statements of legal counsel, independent accountants and other
        experts selected by such Issuer. Each Issuer shall be fully justified in
        failing
        or refusing to take any action under this Agreement unless it shall first
        have
        received such advice or concurrence of the Majority Banks as it reasonably
        deems
        appropriate or it shall first be indemnified to its reasonable satisfaction
        by
        the Banks against any and all liability and expense which may be incurred
        by it
        by reason of taking or continuing to take any such action. Notwithstanding
        any
        other provision of this Section
        2.16,
        each
        Issuer shall in all cases be fully protected in acting, or in refraining
        from
        acting, under this Agreement in accordance with a request of the Majority
        Banks,
        and such request and any action taken or failure to act pursuant thereto
        shall
        be binding upon the Banks and any future holder of a participation in any
        applicable Letter of Credit.

       

      (i)  Indemnification.
        The
        Company agrees to indemnify and hold harmless each Bank, the applicable Issuer
        and the Administrative Agent, and their respective directors, officers, agents
        and employees, from and against any and all claims and damages, losses,
        liabilities, costs or expenses which such Bank, such Issuer or the
        Administrative Agent may incur (or which may be claimed against such Bank,
        such
        Issuer or the Administrative Agent by any Person whatsoever) by reason of
        or in
        connection with the issuance, execution and delivery or transfer of or payment
        or failure to pay under any Letter of Credit or any actual or proposed use
        of
        any Letter of Credit, including any claims, damages, losses, liabilities,
        costs
        or expenses which such Issuer may incur by reason of or in connection with
        (i)
        the
        failure of any other Bank to fulfill or comply with its obligations to such
        Issuer hereunder (but nothing herein contained shall affect any right the
        Company may have against any defaulting Bank) or (ii)
        by
        reason of or on account of such Issuer issuing any Letter of Credit which
        specifies that the term “Beneficiary” therein includes any successor by
        operation of law of the named Beneficiary, but which Letter of Credit does
        not
        require that any drawing by any such successor Beneficiary be accompanied
        by a
        copy of a legal document, satisfactory to such Issuer, evidencing the
        appointment of such successor Beneficiary; provided
        that the
        Company shall not be required to indemnify any Bank, the applicable Issuer
        or
        the Administrative Agent for any claims, damages, losses, liabilities, costs
        or
        expenses to the extent, but only to the extent, caused by (x) the willful
        misconduct or gross negligence of such Issuer in determining whether a request
        presented under any Letter of Credit issued by such Issuer complied with
        the
        terms of such Letter of Credit or (y) such Issuer’s failure to pay under any
        Letter of Credit after the presentation to it of a request strictly complying
        with the terms and conditions of such Letter of Credit. Nothing in this
Section
        2.16(i)
        is
        intended to limit the obligations of the Company under any other provision
        of
        this Agreement.

       

      (j)  Banks’
        Indemnification.
        Each
        Bank shall, ratably in accordance with its Pro Rata Share, indemnify each
        applicable Issuer and its affiliates and their respective directors, officers,
        agents and employees (to the extent not reimbursed by the Company) against
        any
        cost, expense (including reasonable counsel fees and charges), claim, demand,
        action, loss or liability (except such as result from such indemnitees’ gross
        negligence or willful misconduct or such Issuer’s failure to pay under any
        Letter of Credit after the presentation to it of a request strictly complying
        with the terms and conditions of such Letter of Credit) that such indemnitees
        may suffer or incur in connection with this Section
        2.16
        or any
        action taken or omitted by such indemnitees hereunder.

       

      (k)  LC
        Collateral Account.
        The
        Company agrees that it will establish on the Termination Date (or on such
        earlier date as may be required pursuant to Section
        8.02),
        and
        thereafter maintain so long as any Letter of Credit is outstanding or any
        amount
        is payable to any Issuer or the Banks in respect of any Letter of Credit,
        a
        special collateral account pursuant to arrangements satisfactory to the
        Administrative Agent (the “LC
        Collateral Account”)
        at the
        Administrative Agent’s office at the address specified pursuant to Section
        10.02,
        in the
        name of the Company but under the sole dominion and control of the
        Administrative Agent, for the benefit of the Banks, and in which the Company
        shall have no interest other than as set forth in Section
        8.02.
        The
        Company hereby pledges, assigns and grants to the Administrative Agent, on
        behalf of and for the ratable benefit of the Banks and the Issuers, a security
        interest in all of the Company’s right, title and interest in and to all funds
        which may from time to time be on deposit in the LC Collateral Account, to
        secure the prompt and complete payment and performance of the Obligations.
        The
        Administrative Agent will invest any funds on deposit from time to time in
        the
        LC Collateral Account in certificates of deposit of U.S. Bank having a maturity
        not exceeding 30 days. If funds are deposited in the LC Collateral Account
        pursuant to this Section
        2.16(k)
        and the
        provisions of Section
        8.02
        are not
        applicable, then the Administrative Agent shall release from the LC Collateral
        Account to the Company, upon the expiration or termination of, or any reduction
        in the amount available under, any Letter of Credit, an amount equal to the
        excess (if any) of all funds in the LC Collateral Account over the Letter
        of
        Credit Obligations. 

       

      (l)  Rights
        as a Bank.
        In its
        capacity as a Bank, each Issuer shall have the same rights and obligations
        as
        any other Bank.

       

      ARTICLE
        III  

       

      YIELD
        PROTECTION; TAXES

       

      3.01  Yield
        Protection.
        If, on
        or after the date of this Agreement, the adoption of any law or any governmental
        or quasi-governmental rule, regulation, policy, guideline or directive (whether
        or not having the force of law), or any change in the interpretation or
        administration thereof by any governmental or quasi-governmental authority,
        central bank or comparable agency charged with the interpretation or
        administration thereof, or compliance by any Bank, any applicable Lending
        Installation or any Issuer with any request or directive (whether or not
        having
        the force of law) of any such authority, central bank or comparable
        agency:

       

      (a)  subjects
        any Bank, any applicable Lending Installation or any Issuer to any Taxes,
        or
        changes the basis of taxation of payments (other than with respect to Excluded
        Taxes) to any Bank in respect of its Eurodollar Loans or Letters of Credit
        or
        participations therein, or

       

      (b)  imposes
        or increases or deems applicable any reserve, assessment, insurance charge,
        special deposit or similar requirement against assets of, deposits with or
        for
        the account of, or credit extended by, any Bank, any applicable Lending
        Installation or any Issuer (other than reserves and assessments taken into
        account in determining the interest rate applicable to Eurodollar Advances),
        or

       

      (c)  imposes
        any other condition the result of which is to increase the cost to any Bank,
        any
        applicable Lending Installation or any Issuer of making, funding or maintaining
        its Eurodollar Loans or of issuing or participating in Letters of Credit
        or
        reduces any amount receivable by any Bank or any applicable Lending Installation
        in connection with Letters of Credit or Eurodollar Loans, or requires any
        Bank,
        any applicable Lending Installation or any Issuer to make any payment calculated
        by reference to the amount of Letters of Credit or Eurodollar Loans held
        or
        interest received by it, by an amount deemed material by such Bank or such
        Issuer, as the case may be, and
        the
        result of any of the foregoing is to increase the cost to such Bank, the
        applicable Lending Installation or any Issuer of making or maintaining its
        Eurodollar Loans, Letters of Credit or Commitment or to reduce the return
        received by such Bank, the applicable Lending Installation or such Issuer
        in
        connection with such Eurodollar Loans, Letters of Credit or Commitment, then,
        within 15 days of demand by such Bank or such Issuer, the Company shall pay
        such
        Bank or such Issuer such additional amount or amounts as will compensate
        such
        Bank or such Issuer for such increased cost or reduction in amount
        received.

       

      3.02  Changes
        in Capital Adequacy Regulations.
        If any
        Bank or any Issuer determines the amount of capital required or expected
        to be
        maintained by such Bank, any Lending Installation of such Bank, such Issuer
        or
        any corporation controlling such Bank or such Issuer is increased as a result
        of
        a Change, then, within 15 days of demand by such Bank or such Issuer, the
        Company shall pay such Bank or such Issuer the amount necessary to compensate
        for any shortfall in the rate of return on the portion of such increased
        capital
        which such Bank or such Issuer determines is attributable to this Agreement,
        its
        Loans, its Letters of Credit (or participations therein) or its Commitment
        to
        make Loans or to issue or participate in Letters of Credit hereunder (after
        taking into account such Bank’s policies as to capital adequacy). “Change” means
(a)
        any
        change after the date of this Agreement in the Risk-Based Capital Guidelines
        or
(b)
        any
        adoption of or change in any other law, governmental or quasi-governmental
        rule,
        regulation, policy, guideline, interpretation, or directive (whether or not
        having the force of law) after the date of this Agreement which affects the
        amount of capital required or expected to be maintained by any Bank, any
        Lending
        Installation, any Issuer or any corporation controlling any Bank or any Issuer.
        “Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in
        effect in the United States on the date of this Agreement, including transition
        rules, and (b) the corresponding capital regulations promulgated by regulatory
        authorities outside the United States implementing the July 1988 report of
        the
        Basle Committee on Banking Regulation and Supervisory Practices Entitled
        “International Convergence of Capital Measurements and Capital Standards,”
        including transition rules, and any amendments to such regulations adopted
        prior
        to the date of this Agreement.

       

      3.03  Availability
        of Types of Advances.
        If
(a)
        any Bank
        determines that maintenance of its Eurodollar Loans at a suitable Lending
        Installation would violate any applicable law, rule, regulation, or directive,
        whether or not having the force of law, or (b)
        if the
        Majority Banks determine that (i)
        deposits
        of a type and maturity appropriate to match fund Eurodollar Advances are
        not
        available or (ii)
        the
        interest rate applicable to Eurodollar Advances does not accurately reflect
        the
        cost of making or maintaining Eurodollar Advances, then the Administrative
        Agent
        shall suspend the availability of Eurodollar Advances and, in the case of
        clause
        (a)
        only,
        require any affected Eurodollar Advances to be repaid or converted to Floating
        Rate Advances, subject to the payment of any funding indemnification amounts
        required by Section
        3.04.

       

      3.04  Funding
        Indemnification.
        If any
        payment of a Eurodollar Advance occurs on a date which is not the last day
        of
        the applicable Interest Period, whether because of acceleration, prepayment
        or
        otherwise, or a Eurodollar Advance is not made on the date specified by the
        Company for any reason other than default by the Banks, the Company will
        indemnify each Bank for any loss or cost incurred by it resulting therefrom,
        including, without limitation, any loss or cost in liquidating or employing
        deposits acquired to fund or maintain such Eurodollar Advance.

       

      3.05  Taxes.
        (a)
        All
        payments by the Company to or for the account of any Bank, any Issuer or
        the
        Administrative Agent hereunder or under any Note shall be made free and clear
        of
        and without deduction for any and all Taxes. If the Company shall be required
        by
        law to deduct any Taxes from or in respect of any sum payable hereunder to
        any
        Bank, any Issuer or the Administrative Agent, (i)
        the sum
        payable shall be increased as necessary so that after making all required
        deductions (including deductions applicable to additional sums payable under
        this Section
        3.05)
        such
        Bank, such Issuer or the Administrative Agent (as the case may be) receives
        an
        amount equal to the sum it would have received had no such deductions been
        made,
(ii)
        the
        Company shall make such deductions, (iii)
        the
        Company shall pay the full amount deducted to the relevant authority in
        accordance with applicable law and (iv)
        the
        Company shall furnish to the Administrative Agent the original copy of a
        receipt
        evidencing payment thereof within 30 days after such payment is
        made.

       

      (b)  In
        addition, the Company hereby agrees to pay any present or future stamp or
        documentary taxes and any other excise or property taxes, charges or similar
        levies which arise from any payment made hereunder, under any Note or under
        any
        Letter of Credit Application or from the execution or delivery of, or otherwise
        with respect to, this Agreement, any Note or any Letter of Credit Application
        (“Other
        Taxes”).

       

      (c)  The
        Company hereby agrees to indemnify the Administrative Agent, each Bank and
        each
        Issuer for the full amount of Taxes or Other Taxes (including, without
        limitation, any Taxes or Other Taxes imposed on amounts payable under this
        Section
        3.05)
        paid by
        the Administrative Agent, such Bank or such Issuer and any liability (including
        penalties, interest and expenses) arising therefrom or with respect thereto.
        Payments due under this indemnification shall be made within 30 days of the
        date
        the Administrative Agent, such Bank or such Issuer makes demand therefor
        pursuant to Section
        3.06.

       

      (d)  Each
        Bank
        that is not incorporated under the laws of the United States or a state thereof
        (each a “Non-U.S.
        Bank”)
        agrees
        that it will, not more than ten Business Days after the date of this Agreement,
        (i)
        deliver
        to each of the Company and the Administrative Agent two duly completed copies
        of
        IRS Form W-8BEN or W-8ECI, certifying in either case that such Bank is entitled
        to receive payments under this Agreement without deduction or withholding
        of any
        United States federal income taxes, and (ii)
        deliver
        to each of the Company and the Administrative Agent an IRS Form W-8ECI or
        W-9,
        as the case may be, and certify that it is entitled to an exemption from
        United
        States backup withholding tax. Each Non-U.S. Bank further undertakes to deliver
        to each of the Company and the Administrative Agent (x) renewals or additional
        copies of each such form (or any successor form) on or before the date that
        such
        form expires or becomes obsolete, and (y) after the occurrence of any event
        requiring a change in the most recent forms so delivered by it, such additional
        forms or amendments thereto as may be reasonably requested by the Company
        or the
        Administrative Agent. All forms or amendments described in the preceding
        sentence shall certify that such Bank is entitled to receive payments under
        this
        Agreement without deduction or withholding of any United States Federal income
        taxes, unless an event (including without limitation any change in treaty,
        law
        or regulation) has occurred prior to the date on which any such delivery
        would
        otherwise be required which renders all such forms inapplicable or which
        would
        prevent such Bank from duly completing and delivering any such form or amendment
        with respect to it and such Bank advises the Company and the Administrative
        Agent that it is not capable of receiving payments without any deduction
        or
        withholding of United States Federal income tax.

       

      (e)  For
        any
        period during which a Non-U.S. Bank has failed to provide the Company with
        an
        appropriate form pursuant to clause
        (d)
        above
        (unless such failure is due to a change in treaty, law or regulation, or
        any
        change in the interpretation or administration thereof by any governmental
        authority, occurring subsequent to the date on which a form originally was
        required to be provided), such Non-U.S. Bank shall not be entitled to
        indemnification under this Section
        3.05
        with
        respect to Taxes imposed by the United States; provided
        that,
        should a Non-U.S. Bank which is otherwise exempt from or subject to a reduced
        rate of withholding tax become subject to Taxes because of its failure to
        deliver a form required under clause
        (d)
        above,
        the Company shall take such steps as such Non-U.S. Bank shall reasonably
        request
        to assist such Non-U.S. Bank to recover such Taxes.

       

      (f)  Any
        Bank
        that is entitled to an exemption from or reduction of withholding tax with
        respect to payments under this Agreement or any Note pursuant to the law
        of any
        relevant jurisdiction or any treaty shall deliver to the Company (with a
        copy to
        the Administrative Agent), at the time or times prescribed by applicable
        law,
        such properly completed and executed documentation prescribed by applicable
        law
        as will permit such payments to be made without withholding or at a reduced
        rate.

       

      (g)  If
        the
        IRS or any other governmental authority of the United States or any other
        country or any political subdivision thereof asserts a claim that the
        Administrative Agent did not properly withhold tax from amounts paid to or
        for
        the account of any Bank (because the appropriate form was not delivered or
        properly completed, because such Bank failed to notify the Administrative
        Agent
        of a change in circumstances which rendered its exemption from withholding
        ineffective, or for any other reason), such Bank shall indemnify the
        Administrative Agent fully for all amounts paid, directly or indirectly,
        by the
        Administrative Agent as tax, withholding therefor, or otherwise, including
        penalties and interest, and including taxes imposed by any jurisdiction on
        amounts payable to the Administrative Agent under this subsection, together
        with
        all costs and expenses related thereto (including attorneys fees and time
        charges of attorneys for the Administrative Agent, which attorneys may be
        employees of the Administrative Agent). The obligations of the Banks under
        this
Section
        3.05(g)
        shall
        survive the payment of the Obligations and termination of this Agreement.
        

       

      3.06  Bank
        Statements; Survival of Indemnity.
        To the
        extent reasonably possible, each Bank shall designate an alternate Lending
        Installation with respect to its Eurodollar Loans to reduce any liability
        of the
        Company to such Bank under Sections
        3.01,
        3.02
        and
3.05
        or to
        avoid the unavailability of Eurodollar Advances under Section
        3.03,
        so long
        as such designation is not, in the judgment of such Bank, disadvantageous
        to
        such Bank. Each Bank or each Issuer, as applicable, shall deliver a written
        statement of such Bank or such Issuer to the Company (with a copy to the
        Administrative Agent) as to the amount due, if any, under Section
        3.01,
        3.02,
        3.04
        or
3.05.
        Such
        written statement shall set forth in reasonable detail the calculations upon
        which such Bank or such Issuer determined such amount and shall be final,
        conclusive and binding on the Company in the absence of manifest error.
        Determination of amounts payable under such Sections in connection with a
        Eurodollar Loan shall be calculated as though each Bank funded its Eurodollar
        Loan through the purchase of a deposit of the type and maturity corresponding
        to
        the deposit used as a reference in determining the Eurodollar Rate applicable
        to
        such Loan, whether in fact that is the case or not. Unless otherwise provided
        herein, the amount specified in the written statement of any Bank or any
        Issuer
        shall be payable on demand after receipt by the Company of such written
        statement. The obligations of the Company under Sections
        3.01,
        3.02,
        3.04
        and
3.05
        shall
        survive payment of the Obligations and termination of this
        Agreement.

       

      ARTICLE
        IV  

       

      CONDITIONS
        PRECEDENT

       

      4.01  Initial
        Credit Extension.
        The
        obligation of the Banks and the Issuers to make the initial Credit Extension
        is
        subject to the following conditions precedent (unless all of the Banks, in
        their
        sole and absolute discretion, shall agree otherwise):

       

      (a)  The
        Administrative Agent shall have received all of the following, each of which
        shall be originals unless otherwise specified, each properly executed by
        a
        Responsible Officer, each dated as of the date of this Agreement and each
        in
        form and substance satisfactory to the Administrative Agent and the Banks
        (unless otherwise specified or, in the case of the date of any of the following,
        unless the Administrative Agent otherwise agrees or directs):

       

      (1)  at
        least
        one executed counterpart of this Agreement, together with arrangements
        satisfactory to Administrative Agent for additional executed counterparts,
        sufficient in number for distribution to the Banks and the Company;

       

      (2)  Notes
        payable to the order of each of the Banks signatories hereto, each in a
        principal amount equal to such Bank’s Commitment;

       

      (3)  copies
        of
        the resolutions of the Board of Directors or the executive committee of the
        Company approving and authorizing the execution, delivery and performance
        by the
        Company of the Loan Documents to which it is a party, certified as of the
        date
        of this Agreement by the Secretary or an Assistant Secretary of the Company;
        

       

      (4)  a
        certificate of the Secretary or Assistant Secretary of the Company, certifying
        the names, titles and true signatures of the Responsible Officers and any
        other
        officers of the Company authorized to execute and deliver the Loan Documents
        to
        which it is a party, upon which certificate the Administrative Agent, the
        Issuers and the Banks shall be entitled to rely until informed of any change
        in
        writing by the Company;

       

      (5)  copies
        of
        the articles or certificate of incorporation of the Company as in effect
        on the
        date of this Agreement and the bylaws of the Company as in effect on the
        date of
        this Agreement, certified by the Secretary or Assistant Secretary of the
        Company
        as of the date of this Agreement;

       

      (6)  a
        good
        standing certificate for the Company from the Secretary of State of its state
        of
        incorporation;

       

      (7)  the
        Opinions of Counsel;

       

      (8)  a
        certificate signed by a Responsible Officer certifying that the conditions
        specified in Sections
        4.01(d),
        4.01(e)
        and
4.01(g)
        have
        been satisfied; 

       

      (9)  written
        money transfer instructions, in substantially the form of Exhibit
        D,
        addressed to the Administrative Agent and signed by a Responsible Officer,
        together with such other related money transfer authorizations as the
        Administrative Agent may have reasonably requested; 

       

      (10)  if
        the
        initial Credit Extension will be the issuance of a Letter of Credit, a properly
        completed Letter of Credit Application; and

       

      (11)  such
        other assurances, certificates, documents, consents or opinions as the
        Administrative Agent reasonably may require.

       

      (b)  All
        obligations of the Company under the Existing Credit Agreement (other than
        contingent obligations with respect to Existing Letters of Credit) shall
        have
        been paid in full, and the Existing Credit Agreement shall have
        terminated.

       

      (c)  Attorney
        Costs of U.S. Bank to the extent invoiced prior to or on the Execution Date,
        plus such additional amounts of Attorney Costs as shall constitute U.S. Bank’s
        reasonable estimate of Attorney Costs incurred or to be incurred by it through
        the closing proceedings (provided that such estimate shall not thereafter
        preclude final settling of accounts between the Company and U.S. Bank) shall
        have been paid.

       

      (d)  The
        representations and warranties of the Company contained in Article
        V
        shall be
        true and correct in all material respects.

       

      (e)  The
        Company shall be in compliance with all the terms and provisions of the Loan
        Documents, and, after giving effect to the initial Advance, no Default or
        Event
        of Default shall exist.

       

      (f)  The
        Company shall have paid to the Administrative Agent for the account of the
        Banks
        such upfront fees as have been agreed to by the Company, the Administrative
        Agent and the Co-Lead Arrangers pursuant to the Fee Letter.

       

      (g)  There
        shall have occurred since December 31, 2004 no event or circumstance that
        has
        resulted or could reasonably be expected to result in a Material Adverse
        Effect.

       

      4.02  Each
        Credit Extension.
        The
        obligation of the Banks and the Issuers to make any Credit Extension (including
        the initial Credit Extension) is subject to the following conditions
        precedent:

       

      (a)  the
        representations and warranties of the Company contained in Article
        V
        (except
        (i) in the case of a conversion or continuation, the representations set
        forth
        in Sections
        5.05,
        5.11(b)
        and
5.12
        and in
        the second and third sentences of Section
        5.14
        and (ii)
        in the case of a Loan the proceeds of which will be used to pay maturing
        commercial paper of the Company, the representations set forth in Sections
        5.05(b)
        and
5.11(b))
        are
        true and correct in all material respects as though made on and as of the
        date
        of such Credit Extension (except to the extent such representations and
        warranties expressly refer to an earlier date, in which case they are true
        and
        correct as of such earlier date);

       

      (b)  no
        Default or Event of Default exists or would result from such Credit Extension;
        and

       

      (c)  the
        Administrative Agent shall have received, in form and substance satisfactory
        to
        the Administrative Agent, such other assurances, certificates, documents
        or
        consents related to the foregoing as the Administrative Agent or Majority
        Banks
        reasonably may require.

       

      On
        the
        date of each Credit Extension, the Company shall be deemed to have represented
        and warranted that the representations and warranties contained in Article
        V
        (except
        (x) in the case of a conversion or continuation, the representations set
        forth
        in Sections
        5.05,
        5.11(b)
        and
5.12
        and in
        the second and third sentences of Section
        5.14
        and (y)
        in the case of a Loan the proceeds of which will be used to pay maturing
        commercial paper of the Company, the representations set forth in Sections
        5.05(b)
        and
5.11(b))
        are
        true and correct in all material respects as though made on and as of the
        date
        of such Credit Extension (except to the extent such representations and
        warranties expressly refer to an earlier date, in which case they are true
        and
        correct as of such earlier date).

       

      ARTICLE
        V  

      REPRESENTATIONS
        AND WARRANTIES

       

      The
        Company represents and warrants to the Administrative Agent, each Issuer
        and
        each Bank that:

       

      5.01  Existence
        and Power; Standing; Compliance With Laws.
        The
        Company and each of its Subsidiaries: (a)
        is duly
        organized, validly existing and in good standing under the laws of the
        jurisdiction of its organization; (b)
        has the
        power and authority and all governmental licenses, authorizations, consents
        and
        approvals to (i)
        own its
        assets and carry on its business and (ii)
        with
        respect to the Company, to execute, deliver, and perform its obligations
        under
        the Loan Documents; (c)
        is duly
        qualified as a foreign corporation and is licensed and in good standing under
        the laws of each jurisdiction where its ownership, lease or operation of
        property or the conduct of its business requires such qualification or license;
        and (d)
        is in
        compliance with all Requirements of Law; except, in each case referred to
        in
clauses (a)
        (other
        than with respect to the Company), (b)(i),
        (c)
        and
(d),
        to the
        extent that the failure to do so could not reasonably be expected to have
        a
        Material Adverse Effect.

       

      5.02  Corporate
        Authorization; No Contravention or Conflict.
        The
        execution, delivery and performance by the Company of this Agreement and
        each
        other Loan Document to which the Company is a party, have been duly authorized
        by all necessary corporate action, and do not and will not: (a)
        contravene the terms of any of the Company’s Organization Documents;
(b)
        conflict
        with or result in any breach or contravention of, or the creation of any
        Lien
        under, any document evidencing any Contractual Obligation to which the Company
        is a party or any order, injunction, writ or decree of any Governmental
        Authority to which the Company or its property is subject; or (c)
        violate
        any Requirement of Law.

       

      5.03  Governmental
        Authorization.
        No
        approval, consent, exemption, authorization, or other action by, or notice
        to,
        or filing with, any Governmental Authority is necessary or required in
        connection with the execution, delivery or performance by, or enforcement
        against, the Company of the Agreement or any other Loan Document.

       

      5.04  Validity
        and Binding Effect.
        This
        Agreement and each other Loan Document to which the Company is a party
        constitute the legal, valid and binding obligations of the Company, enforceable
        against the Company in accordance with their respective terms, except as
        enforceability may be limited by applicable bankruptcy, insolvency, or similar
        laws affecting the enforcement of creditors’ rights generally or by equitable
        principles relating to enforceability.

       

      5.05  Litigation;
        Environmental Claims.
        Except
        as set forth in the Company’s financial statements dated June 30, 2005, there
        are, as of the Execution Date, no actions, suits, proceedings, claims (including
        Environmental Claims) or disputes pending, or, to the knowledge of the Company,
        threatened, at law, in equity, in arbitration or by or before any Governmental
        Authority, against the Company, or its Subsidiaries or any of their respective
        properties which: (a)
        purport
        to affect or pertain to this Agreement or any other Loan Document, or any
        of the
        transactions contemplated hereby or thereby; or (b)
        if
        determined adversely to the Company or its Subsidiaries, would reasonably
        be
        expected to have a Material Adverse Effect. No injunction, writ, temporary
        restraining order or any order of any nature has been issued by any court
        or
        other Governmental Authority purporting to enjoin or restrain the execution,
        delivery or performance of this Agreement or any other Loan Document, or
        directing that the transactions provided for herein or therein not be
        consummated as herein or therein provided.

       

      5.06  No
        Default.
        No
        Default or Event of Default exists or would result from the incurring of
        any
        Obligations by the Company. As of the Execution Date, neither the Company
        nor
        any Subsidiary is in default under or with respect to any Contractual Obligation
        in any respect which, individually or together with all such defaults, could
        reasonably be expected to have a Material Adverse Effect, or that would,
        if such
        default had occurred after the Execution Date, create an Event of Default
        under
Section
        8.01(e).

       

      5.07  ERISA
        Compliance.

       

      (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 IRS and, to the best knowledge of the Company, 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 Company, 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 Company, there has been no prohibited transaction
        within the meaning of Section 4975 of the Code or Section 406 of 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 or Multiemployer 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
        $15,000,000.

       

      (e)  Neither
        the Company 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).

       

      (f)  Neither
        the Company 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 Company nor any ERISA Affiliate has incurred nor reasonably expects to
        incur, any 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.

       

      5.08  Use
        of Proceeds; Margin Regulations.
        The
        proceeds of the Loans are to be used solely for the purposes set forth in
        and
        permitted by Section
        6.11
        and
Section
        7.06.
        Neither
        the Company nor any Subsidiary is generally engaged in the business of
        purchasing or selling Margin Stock or extending credit for the purpose of
        purchasing or carrying Margin Stock. Margin Stock constitutes less than 25%
        of
        the value of those assets of the Company and its Subsidiaries which are subject
        to any limitation on sale, pledge or other restriction hereunder.

       

      5.09  Title
        to Properties.
        To the
        Company’s knowledge, without having undertaken any search of real property
        records for this purpose, the Company and each Subsidiary have good and
        sufficient title to, or valid leasehold interests in, all real property
        necessary or used in the ordinary conduct of their respective businesses,
        and
        good title to all other property and assets reflected in the Company’s most
        recent consolidated financial statements provided to the Banks as owned by
        the
        Company and its Subsidiaries, except for such defects in title as could not,
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect. As of the Execution Date, the property of the Company and
        its
        Subsidiaries is subject to no Liens, other than Permitted Liens.

       

      5.10  Taxes.
        The
        Company and its Subsidiaries have filed all federal and other tax returns
        and
        reports required to be filed, and have paid all federal and other taxes,
        assessments, fees and other governmental charges levied or imposed upon them
        or
        their 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 Company or any Subsidiary that
        would,
        if made, have a Material Adverse Effect.

       

      5.11  Financial
        Condition.
        (a)
        The
        audited consolidated and consolidating financial statements of the Company
        and
        its Subsidiaries dated December 31, 2004 and the unaudited consolidated and
        consolidating financial statements of the Company and its Subsidiaries dated
        June 30, 2005, and the related consolidated and consolidating statements
        of
        income or operations, shareholders’ equity and cash flows for the fiscal periods
        ended on such dates:

       

      (i)  were
        prepared in accordance with GAAP consistently applied throughout the periods
        covered thereby, except as otherwise expressly noted therein (and subject,
        in
        the case of unaudited statements, to the absence of footnotes and to normal
        year-end adjustments);

       

      (ii)  fairly
        present the financial condition of the Company and its Subsidiaries as of
        the
        dates thereof and results of operations for the periods covered thereby;
        and

       

      (iii)  show
        all
        material indebtedness and other liabilities, direct or contingent, of the
        Company and its Subsidiaries as of the dates thereof, including liabilities
        for
        taxes, material commitments and Contingent Obligations.

       

      (b)  Since
        December 31, 2004, there has been no Material Adverse Effect.

       

      5.12  Environmental
        Matters.
        The
        Company 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 Company 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.

       

      5.13  Regulated
        Entities.
        None of
        the Company, any Person controlling the Company, or any Subsidiary, is required
        to register as an “Investment Company” within the meaning of the Investment
        Company Act of 1940. The Company is not subject to regulation under the Public
        Utility Holding Company Act of 1935, the Federal Power Act, the Interstate
        Commerce Act, any state public utilities code, or any other Federal or state
        statute or regulation limiting its ability to incur Indebtedness.

       

      5.14  Copyrights,
        Patents, Trademarks and Licenses, etc.
        The
        Company or its Subsidiaries own or are licensed or otherwise have 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 their respective businesses, 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 Company,
        no
        slogan or other advertising device, product, process, method, substance,
        part or
        other material now employed, or now contemplated to be employed, by the Company
        or any Subsidiary 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 Company,
        proposed, which, in either case, could reasonably be expected to have a Material
        Adverse Effect.

       

      5.15  Subsidiaries.
        As of
        the Execution Date, the Company has no Subsidiaries other than those
        specifically disclosed in part
        (a)
        of
Schedule
        5.15
        and has
        no equity investments in any other corporation or entity other than those
        specifically disclosed in part
        (b)
        of
Schedule
        5.15.
        

       

      5.16  Insurance.
        The
        properties of the Company and its Subsidiaries are insured with financially
        sound and reputable insurance companies not Affiliates of the Company, in
        such
        amounts, with such deductibles and covering such risks as are customarily
        carried by companies engaged in similar businesses and owning similar properties
        in localities where the Company or such Subsidiary operates, except to the
        extent that noncompliance would not have a Material Adverse Effect.

       

      5.17  Solvency.
        The
        Company is Solvent, and the Company and its Subsidiaries, taken as a whole,
        are
        Solvent.

       

      5.18  Full
        Disclosure.
        None of
        the representations or warranties made by the Company or any Subsidiary in
        the
        Loan Documents as of the date such representations and warranties are made
        or
        deemed made, and none of the statements contained in any exhibit, report,
        statement or certificate furnished by or on behalf of the Company or any
        Subsidiary in connection with the Loan Documents contains any untrue statement
        of a material fact or omits any material fact required to be stated therein
        or
        necessary to make the statements made therein, in light of the circumstances
        under which they are made, not misleading as of the time when made or delivered.
        It is understood that any financial projections contained in any of the
        aforementioned materials represent projections based on various assumptions
        that
        the Company believes in good faith are reasonable in light of the circumstances
        and that any such projection of future results of operations may or may not
        occur and no assurance can be given that any such projected results will
        be
        achieved.

       

      5.19  Senior
        Debt.
        The
        Obligations shall be at least pari passu with all other senior unsecured
        debt of
        the Company.

       

      ARTICLE
        VI  

       

      AFFIRMATIVE
        COVENANTS

       

      So
        long
        as any Bank has any Commitment hereunder, any Letter of Credit remains
        outstanding or any Loan or other Obligation remains unpaid or unsatisfied,
        unless the Majority Banks waive compliance in writing: 

       

      6.01  Financial
        Statements.
        The
        Company shall deliver to the Administrative Agent, in form and detail
        satisfactory to the Administrative Agent and the Majority Banks, with sufficient
        copies for each Bank (to be promptly forwarded by the Administrative Agent
        to
        each of the Banks upon receipt thereof):

       

      (a)  (i)
        as
        soon as available, but in no event later than 120 days after the end of each
        fiscal year (commencing with the fiscal year ending December 31, 2005), a
        copy
        of the audited consolidated balance sheet of the Company and its Subsidiaries
        as
        at the end of such year and the related consolidated statements of income
        or
        operations, shareholders’ equity and cash flows for such year, setting forth in
        each case in comparative form the figures for the previous fiscal year, and
        accompanied by the opinion of a nationally-recognized independent public
        accounting firm (“Independent
        Auditor”)
        which
        opinion shall state that such consolidated financial statements present fairly
        the financial position and results of operations of the Company and its
        Subsidiaries at the time and for the periods indicated in conformity with
        GAAP
        applied on a basis consistent with prior years. Such opinion shall not be
        qualified or limited because of a restricted or limited examination by the
        Independent Auditor of any material portion of the Company’s or any Subsidiary’s
        records and shall, in respect of all fiscal years beginning with the fiscal
        year
        ending December 31, 2005, be delivered to the Administrative Agent pursuant
        to a
        letter agreement between the Administrative Agent and Banks and such Independent
        Auditor substantially in the form of Exhibit
        E;
        and

       

      (ii)  as
        soon
        as available, but in no event later than 120 days after the end of each fiscal
        year (commencing with the fiscal year ending December 31, 2005), a copy of
        the
        unaudited consolidating balance sheet of the Company and its respective
        Subsidiaries, as of the end of such fiscal year, and the related consolidating
        statements of income, shareholders’ equity and cash flows as of the end of such
        fiscal year, certified by a Responsible Officer as fairly presenting, in
        accordance with GAAP, the financial positions and the results of operations
        of
        the Company and its respective Subsidiaries at the time and for the periods
        indicated;

       

      (b)  as
        soon
        as available, but not later than 60 days after the end of each of the first
        three fiscal quarters of each fiscal year (commencing with the fiscal quarter
        ending September 30, 2005), a copy of the unaudited consolidated and
        consolidating balance sheet of the Company and its Subsidiaries as of the
        end of
        such quarter and the related consolidated and consolidating statements of
        income, shareholders’ equity and cash flows for the period commencing on the
        first day and ending on the last day of such quarter, certified by a Responsible
        Officer as fairly presenting, in accordance with GAAP (subject to ordinary,
        good
        faith year-end audit adjustments), the financial position and the results
        of
        operations of the Company and its Subsidiaries at the time and for the periods
        indicated;

       

      (c)  as
        soon
        as available, but not later than 120 days after the end of each fiscal year
        (commencing with the fiscal year ending December 31, 2005), a copy of the
        audited consolidated balance sheet of each of the Principal Operating
        Subsidiaries and their respective Subsidiaries as at the end of such year
        and
        the related consolidated statements of income or operations, shareholders’
        equity and cash flows for such year, setting forth in each case in comparative
        form the figures for the previous fiscal year, and accompanied in each case
        by
        the opinion of the Independent Auditor which opinion shall state that such
        consolidated financial statements present fairly the financial position and
        the
        results of operations of the Principal Operating Subsidiaries and their
        respective Subsidiaries at the time and for the periods indicated in conformity
        with GAAP applied on a basis consistent with prior years. Such opinions shall
        not be qualified or limited because of a restricted or limited examination
        by
        the Independent Auditor of any material portion of any of the Principal
        Operating Subsidiaries’ or any other Subsidiary’s records and shall, in respect
        of all fiscal years beginning with the fiscal year ending December 31, 2005,
        be
        delivered to the Administrative Agent pursuant to a letter agreement between
        the
        Administrative Agent and Banks and such Independent Auditor substantially
        in the
        form of Exhibit
        E;
        and

       

      (d)  as
        soon
        as available, but not later than 60 days after the end of each of the first
        three fiscal quarters of each fiscal year (commencing with the fiscal quarter
        ending September 30, 2005), a copy of the unaudited consolidated balance
        sheet
        of the each of the Principal Operating Subsidiaries and its Subsidiaries,
        respectively, as of the end of such quarter and the related consolidated
        statements of income, shareholders’ equity and cash flows for the period
        commencing on the first day and ending on the last day of such quarter,
        certified by a Responsible Officer as fairly presenting, in accordance with
        GAAP
        (subject to ordinary, good faith year-end audit adjustments), the financial
        positions and the results of operations of each of the Principal Operating
        Subsidiaries and its Subsidiaries at the time and for the periods
        indicated.

       

      6.02  Certificates;
        Other Information.
        The
        Company shall furnish to the Administrative Agent, with sufficient copies
        for
        each Bank:

       

      (a)  concurrently
        with the delivery of the financial statements referred to in subsections
        6.01(a)
        and
(b),
        a
        Compliance Certificate executed by a Responsible Officer; 

       

      (b)  promptly,
        copies of all financial statements and reports that MDU Resources Group,
        Inc.
        sends to its shareholders, and copies of all financial statements and regular,
        periodical or special reports (including Forms 10K, 10Q and 8K) that MDU
        Resources Group, Inc. may make to, or file with, the SEC; and

       

      (c)  promptly,
        such additional information regarding the business, financial or corporate
        affairs of the Company or any Subsidiary as the Administrative Agent, at
        the
        request of any Bank, may from time to time reasonably request.

       

      6.03  Notices.
        The
        Company shall promptly notify the Administrative Agent and each Bank:
(a)
        of the
        occurrence of any Default or Event of Default, and of the occurrence or
        existence of any event or circumstance known to the Company that will become
        a
        Default or Event of Default; (b)
        of any
        matter that has resulted or would reasonably be expected to result in a Material
        Adverse Effect, including (i)
        any
        breach or non-performance of, or any default under, a Contractual Obligation
        of
        the Company or any of its Subsidiaries; (ii)
        any
        dispute, litigation, investigation, proceeding or suspension between the
        Company
        or any of its Subsidiaries and any Governmental Authority; or (iii)
        the
        commencement of, or any material development in, any litigation or proceeding
        affecting the Company or any Subsidiary; including pursuant to any applicable
        Environmental Laws; (c)
        of any
        of the following events affecting the Company, together with a copy of any
        notice with respect to such event that may be required to be filed with a
        Governmental Authority and any notice delivered by a Governmental Authority
        to
        the Company with respect to such event: (i)
        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); (ii)
        the
        adoption of any Plan subject to Section 412 of the Code; or (iii)
        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; (d)
        of any
        material change in accounting policies or financial reporting practices by
        the
        Company or any of its Subsidiaries; (e)
        of any
        announcement by any rating agency of any change in any component of the Pricing
        Rating; (f)
        of any
        loan or advance made by the Company to Centennial International; and
(g)
        upon the
        request from time to time of the Administrative Agent, of the Swap Termination
        Values, together with a description of the method by which such amounts were
        determined, relating to any then-outstanding Swap Contracts to which the
        Company
        or any of its Subsidiaries is party.

       

      Each
        notice under this Section shall be accompanied by a written statement by
        a
        Responsible Officer setting forth details of the occurrence referred to therein,
        and stating what action the Company or any affected Subsidiary proposes to
        take
        with respect thereto and at what time. Each notice under subsection
        6.03(a)
        shall
        describe with particularity any and all clauses or provisions of this Agreement
        or other Loan Document that the Company believes have been or will be breached
        or violated.

       

      6.04  Preservation
        of Existence.
        Subject
        to transactions permitted by Section
        7.02
        or
Section
        7.03,
        the
        Company shall, and shall cause each Subsidiary to: (a)
        preserve
        and maintain in full force and effect its existence and good standing under
        the
        laws of its state or jurisdiction of organization; (b)
        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; (c)
        use
        reasonable efforts, in the ordinary course of business, to preserve its business
        organization and goodwill; and (d)
        preserve
        or renew all of its registered patents, trademarks, trade names and service
        marks; except, in each case referred to in clauses
        (a)
        through
(d),
        to the
        extent that the failure to do so could not reasonably be expected to have
        a
        Material Adverse Effect.

       

      6.05  Maintenance
        of Property.
        Subject
        to transactions permitted by Section
        7.02
        or
Section
        7.03,
        the
        Company shall maintain, and shall cause each Subsidiary to 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.


       

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

       

      6.07  Payment
        of Obligations.
        The
        Company shall, and shall cause each Subsidiary to, pay and discharge as the
        same
        shall become payable, all their respective obligations and liabilities,
        including: (a)
        all tax
        liabilities, assessments and governmental charges or levies upon it or its
        properties or assets, except where (i)
        the same
        are being contested in good faith by appropriate proceedings and (ii)
        unless
        the Company has received an opinion of independent tax counsel that more
        likely
        than not neither the Company nor any of its Subsidiaries is liable for such
        amounts, adequate reserves to the extent required under GAAP are being
        maintained by the Company or such Subsidiary; (b)
        all
        lawful claims which, if unpaid, would by law become a Lien upon its property,
        except to the extent such claims may be contested in good faith by appropriate
        proceedings or as to which a bona fide dispute may exist or with respect
        to
        which adequate reserves to the extent required under GAAP have been taken;
        and
(c)
        all
        indebtedness, as and when payable, but subject to any subordination provisions
        contained in any instrument or agreement evidencing such Indebtedness, except
        to
        the extent such claims may be contested in good faith by appropriate proceedings
        or as to which a bona fide dispute may exist or with respect to which adequate
        reserves, to the extent required under GAAP, have been taken; except, in
        each
        case referred to in clauses
        (a)
        through
(c),
        to the
        extent that the failure to do so could not reasonably be expected to have
        a
        Material Adverse Effect.

       

      6.08  Compliance
        with Laws.
        The
        Company shall comply, and shall cause each Subsidiary to comply, in all respects
        with all Requirements of Law of any Governmental Authority having jurisdiction
        over it or its business, except such as may be contested in good faith or
        as to
        which a bona fide dispute may exist and except to the extent that noncompliance
        would not reasonably be expected to have a Material Adverse Effect.

       

      6.09  Inspection
        of Property and Books and Records.
        The
        Company shall maintain and shall cause each Subsidiary to maintain proper
        books
        of record and account, in which full, true and correct entries in conformity
        with GAAP consistently applied shall be made of all financial transactions
        and
        matters involving the assets and business of the Company and such Subsidiaries.
        The Company shall permit, and shall cause each Subsidiary to permit,
        representatives and independent contractors of the Administrative Agent or
        any
        Bank to visit and inspect any of their respective properties, to examine
        their
        respective corporate, financial and operating records, and make copies thereof
        or abstracts therefrom, and to discuss their respective affairs, finances
        and
        accounts with their respective directors, officers, and (unless there exists
        an
        Event of Default, in the presence of one or more officers of the Company,
        which
        persons the Company agrees to make available) independent public accountants,
        all at such reasonable times during normal business hours and as often as
        may be
        reasonably desired, upon reasonable advance notice to the Company; provided
        that
        when an Event of Default exists, the Administrative Agent or any Bank may
        do any
        of the foregoing at the expense of the Company at any time during normal
        business hours and without advance notice.

       

      6.10  Environmental
        Laws.
        The
        Company shall, and shall cause each Subsidiary to, conduct its operations
        and
        keep and maintain its property in compliance with all Environmental Laws,
        except
        to the extent that noncompliance would not have a Material Adverse Effect.
        

       

      6.11  Use
        of Proceeds.
        The
        Company shall use the proceeds of the Loans for working capital and other
        general corporate purposes (including for commercial paper back-up and to
        fund
        negotiated Acquisitions and other investments otherwise permitted hereunder)
        not
        in contravention of any Requirement of Law or of any Loan Document.

       

      ARTICLE
        VII  

       

      NEGATIVE
        COVENANTS

       

      So
        long
        as any Bank has any Commitment hereunder, any Letter of Credit remains
        outstanding or any Loan or other Obligation remains unpaid or unsatisfied,
        unless the Majority Banks waive compliance in writing:

       

      7.01  Limitation
        on Liens.
        The
        Company shall not, and shall not suffer or permit any Subsidiary (other than
        any
        Project Finance Subsidiary or any International Subsidiary) to, directly
        or
        indirectly, make, create, incur, assume or suffer to exist any Lien upon
        or with
        respect to any part of its property, whether now owned or hereafter acquired,
        other than the following (“Permitted
        Liens”):

       

      (a)  any
        Lien
        existing on property of the Company or any Subsidiary on the Execution Date
        and
        set forth in Schedule
        7.01
        securing
        Indebtedness outstanding on such date;

       

      (b)  any
        Lien
        created under any Loan Document;

       

      (c)  Liens
        for
        taxes, fees, assessments or other governmental charges which are not delinquent
        or remain payable without penalty, or to the extent that non-payment thereof
        is
        permitted by Section
        6.07;

       

      (d)  carriers’,
        warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s, operators’
        (including Liens arising under operating, pooling or unitizing agreements
        of a
        scope and nature customary in the oil and gas industry) or other similar
        Liens
        arising in the ordinary course of business which are not delinquent or remain
        payable without penalty or which are being contested in good faith and by
        appropriate proceedings, which proceedings have the effect of preventing
        the
        forfeiture or sale of the property subject thereto, and for which adequate
        reserves are maintained on the books of such Person;

       

      (e)  Liens
        (other than any Lien imposed by ERISA) consisting of pledges or deposits
        required in the ordinary course of business under workers’ compensation laws,
        unemployment insurance and other social security or retirement benefits,
        or
        similar legislation;

       

      (f)  Liens
        on
        the property of the Company or its Subsidiaries securing (i)
        the
        non-delinquent performance of bids, trade contracts (other than for borrowed
        money), leases, statutory obligations, (ii)
        contingent obligations on surety, reclamation and appeal bonds, and (iii)
        other
        non-delinquent obligations of a like nature, in each case, incurred in the
        ordinary course of business, provided
        all such
        Liens in the aggregate would not (even if enforced) cause a Material Adverse
        Effect;

       

      (g)  Liens
        consisting of judgment or judicial attachment liens, provided
        that the
        enforcement of such Liens is effectively stayed and the aggregate amount
        of the
        obligations secured by all such liens for the Company and its Subsidiaries
        (other than any Project Finance Subsidiary) does not exceed $50,000,000 at
        any
        time;

       

      (h)  easements,
        rights-of-way, restrictions and other similar encumbrances incurred in the
        ordinary course of business which, in the aggregate, are not substantial
        in
        amount, and which do not in any case materially detract from the value of
        the
        property subject thereto or interfere with the ordinary conduct of the
        businesses of the Company and its Subsidiaries;

       

      (i)  Liens
        on
        assets of Persons which become Subsidiaries after the Execution Date or liens
        existing on any property acquired by the Company or any Subsidiary at the
        time
        such property is acquired, provided
        that (A)
        such Liens existed at the time the respective Persons became Subsidiaries
        or at
        the time such property was acquired, as applicable, and were not created
        in
        anticipation thereof and (B) such Liens shall extend solely to the property
        so
        acquired and to identifiable proceeds thereof, and shall not attach to any
        other
        property of the Company or its Subsidiaries; 

       

      (j)  purchase
        money security interests on any real or personal property acquired or held
        by
        the Company or its Subsidiaries in the ordinary course of business, securing
        Indebtedness incurred or assumed for the purpose of financing all or any
        part of
        the cost of acquiring such property; provided
        that
(i)
        any such
        Lien attaches to such property concurrently with or within 20 days after
        the
        acquisition thereof, (ii)
        such
        Lien attaches solely to the property so acquired in such transaction, and
        (iii)
        the
        principal amount of the debt secured thereby does not exceed 100% of the
        cost of
        such property;

       

      (k)  Liens
        securing obligations in respect of capital leases on assets subject to such
        leases, provided
        that
        such capital leases are otherwise permitted hereunder; 

       

      (l)  Liens
        arising solely by virtue of any statutory or common law provision relating
        to
        banker’s liens, rights of set-off or similar rights and remedies as to deposit
        accounts or other funds maintained with a creditor depository institution;
        provided
        that
(i)
        such
        deposit account is not a dedicated cash collateral account and is not subject
        to
        restrictions against access by the Company in excess of those set forth by
        regulations promulgated by the FRB, and (ii)
        such
        deposit account is not intended by the Company or any Subsidiary to provide
        collateral to the depository institution;

       

      (m)  Liens
        arising in connection with Securitization Transactions; provided
        that the
        amount of all Securitization Obligations shall not at any time exceed
        $75,000,000;

       

      (n)  Liens
        on
        the stock or other equity interests of any Project Finance Subsidiary to
        secure
        obligations of such Project Finance Subsidiary (provided that the agreement
        under which any such Lien is created shall expressly state that it is
        non-recourse to the pledgor);

       

      (o)  Liens
        securing Indebtedness of a Subsidiary owed to the Company;

       

      (p)  other
        Liens securing Indebtedness otherwise permitted herein not exceeding $20,000,000
        in the aggregate; and

       

      (q)  any
        Lien
        renewing, extending or refunding any Lien permitted by paragraph
        (a),
        (i)
        or
(j)
        of this
Section
        7.01;
        provided
        that
(i)
        the
        principal amount of the Indebtedness secured by the subject Liens is not
        increased over the amount of the Indebtedness secured thereby immediately
        prior
        to such extension, renewal or refunding, (ii)
        such
        Lien is not extended to any other property and (iii)
        immediately after such extension, renewal or refunding, no Default or Event
        of
        Default would exist.

       

      7.02  Disposition
        of Assets.
        The
        Company shall not, and shall not suffer or permit any Subsidiary (other than
        any
        Project Finance Subsidiary or any International Subsidiary) to, directly
        or
        indirectly, sell, assign, lease, convey, transfer or otherwise dispose of
        (whether in one or a series of transactions) any assets (including accounts
        and
        notes receivable, with or without recourse, and including any interest in
        any
        Subsidiary) or enter into any agreement to do any of the foregoing,
        except:

       

      (i)  dispositions
        of inventory (including inventory comprised of electric energy, gas, oil,
        coal,
        aggregate and other materials and products generated, manufactured, produced,
        mined or purchased for sale, distribution or use in the ordinary course of
        business), or used, worn-out, damaged or surplus equipment, all in the ordinary
        course of business; 

       

      (ii)  the
        sale
        of equipment to the extent that such equipment is exchanged for credit against
        the purchase price of similar replacement equipment, or the proceeds of such
        sale are reasonably promptly applied to the purchase price of such replacement
        equipment;

       

      (iii)  dispositions
        of assets by the Company or any Subsidiary to the Company or any Subsidiary
        (other than a Project Finance Subsidiary) pursuant to reasonable business
        requirements; 

       

      (iv)  exchanges
        of property on which recognition of gain or loss would be exempted from
        recognition pursuant to section 1031 of the Code; or

       

      (v)  the
        sale,
        assignment or other transfer of accounts receivable, lease receivables or
        other
        rights to payment pursuant to any Securitization Transaction;

       

      provided
        that
        dispositions not prohibited by other provisions of this Agreement and not
        otherwise permitted by the foregoing which are made for fair market value
        are
        permitted so
        long as
        (w) at
        the time of any disposition, no Default or Event of Default shall exist or
        shall
        result from such disposition, (x) the aggregate sales price from such
        disposition shall be paid (1) in cash, (2) in marketable securities that
        are the
        subject of widely or regularly distributed standard price quotations, and/or
        (3)
        through the issuance of indebtedness by the buyer of such assets; provided
        that the
        aggregate outstanding principal amount of all such indebtedness shall not
        at any
        time exceed $20,000,000, (y) the aggregate value of all assets so sold by
        the
        Company and its Subsidiaries pursuant to clauses
        (i)
        through
(iv),
        together, shall not exceed in any fiscal year 20% of total consolidated assets
        (as determined in accordance with GAAP) of the Company and its Subsidiaries,
        based upon the most recent financial statements delivered to the Administrative
        Agent under Section
        6.01,
        and (z)
the
        aggregate amount of all Securitization Obligations shall not at any time
        exceed
        $75,000,000; and provided,
        further,
        that in
        no event shall the Company sell, assign, lease, convey, transfer or otherwise
        dispose of any capital stock or other equity interests in any of the Principal
        Operating Subsidiaries, except pursuant to a merger or other transaction
        permitted in accordance with Section
        7.03.

       

      7.03  Consolidations
        and Mergers.
        The
        Company shall not, and shall not suffer or permit any Subsidiary (other than
        any
        Project Finance Subsidiary or any International Subsidiary) to, merge or
        consolidate with or into, or convey, transfer, lease or otherwise dispose
        of
        (whether in one transaction or in a series of transactions) all or substantially
        all of its assets (whether now owned or hereafter acquired) to or in favor
        of,
        any Person, except:

       

      (a)  any
        Subsidiary may merge or consolidate with or into (i)
        the
        Company, provided
        that the
        Company shall be the continuing or surviving corporation, or (ii)
        any one
        or more Subsidiaries (other than a Project Finance Subsidiary or an
        International Subsidiary (unless such merger or consolidation involves only
        International Subsidiaries)); provided
        that if
        (A) any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary,
        the Wholly-Owned Subsidiary shall be the continuing or surviving entity and
        (B)
        any transaction shall involve a Principal Operating Subsidiary, a Principal
        Operating Subsidiary shall be the continuing or surviving entity;

       

      (b)  the
        Company and any Subsidiary may convey, transfer, lease or otherwise dispose
        of
        all or substantially all of its assets in compliance with the provisions
        of
Section
        7.02;
        

       

      (c)  any
        Subsidiary may convey, transfer, lease or otherwise dispose of all or
        substantially all of its assets (upon voluntary liquidation or otherwise)
        to the
        Company or another Wholly-Owned Subsidiary (other than a Project Finance
        Subsidiary);

       

      (d)  any
        Subsidiary may merge, consolidate or combine with or into any other Person;
        provided
        that the
        successor formed by such consolidation or combination or the survivor of
        such
        merger is a Subsidiary and the Company directly or indirectly through
        Wholly-Owned Subsidiaries owns at least the same percentage of outstanding
        stock
        or other equity interests of the successor or survivor Subsidiary as the
        Subsidiary involved in the consolidation, combination or merger; and
provided,
        further,
        that
(i)
        the
        prior, effective written consent or approval to such consolidation, combination
        or merger of the board of directors or equivalent governing body of the other
        party is obtained and (ii)
        in the
        case of a merger, consolidation or combination with or into an entity that,
        if
        it were a separate Subsidiary of the Company, would be deemed to constitute
        a
        Significant Subsidiary, the Pricing Rating would not reasonably be expected
        to
        decline below A- or A3 solely as a result thereof; and

       

      (e)  the
        Company may merge, consolidate or combine with another entity if the Company
        is
        the Person surviving the merger, consolidation or combination; provided
        that
(i)
        the
        prior, effective written consent or approval to such consolidation, combination
        or merger of the board of directors or equivalent governing body of the other
        party is obtained and (ii)
        in the
        case of a merger, consolidation or combination with or into an entity that,
        if
        it were a separate Subsidiary of the Company, would be deemed to constitute
        a
        Significant Subsidiary, the Pricing Rating would not reasonably be expected
        to
        decline below A- or A3 solely as a result thereof.

       

      7.04  Loans
        and Investments.
        The
        Company shall not purchase or acquire, or suffer or permit any Subsidiary
        (other
        than a Project Finance Subsidiary) to purchase or acquire, or make any legally
        binding commitment therefor, any capital stock or other equity interests,
        or any
        obligations or other securities of, or any interest in, any Person, or make,
        or
        make any legally binding commitment to make, any Acquisitions, or make, or
        make
        any legally binding commitment to make, any advance, loan, extension of credit
        or capital contribution to or any other investment in, any Person, including
        any
        Affiliate of the Company, except for: 

       

      (a)  investments
        in cash equivalents and short-term marketable securities pursuant to and
        in
        accordance with the terms of the Company’s then-current investment policy duly
        adopted by the board of directors of the Company (the “Investment
        Policy”);

       

      (b)  investments
        in capital stock, equity or long-term fixed income securities of any Subsidiary
        (other than a Project Finance Subsidiary) that is not a Wholly-Owned Subsidiary,
        or otherwise undertaken in accordance with the Investment Policy, which do
        not
        in the aggregate exceed $50,000,000 in value at any time (value for this
        purpose
        being defined as the greatest of face value, market value or original cost
        to
        the Company or any Subsidiary);

       

      (c)  extensions
        of credit 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;
        

       

      (d)  subject
        to Section
        7.13,
        advances, loans and other extensions of credit by the Company to any of its
        Wholly-Owned Subsidiaries (other than a Project Finance Subsidiary) or by
        any of
        its Wholly-Owned Subsidiaries to another of its Wholly-Owned Subsidiaries
        (other
        than a Project Finance Subsidiary);

       

      (e)  equity
        investments in or capital contributions to any Wholly-Owned Subsidiary (other
        than a Project Finance Subsidiary) by the Company or any of its Wholly-Owned
        Subsidiaries;

       

      (f)  investments
        incurred in order to consummate Acquisitions; provided
        that
        such Acquisitions are undertaken in accordance with all material applicable
        Requirements of Law and the prior, effective written consent or approval
        to such
        Acquisition of the board of directors or equivalent governing body of the
        acquiree is obtained;

       

      (g)  investments
        in, Guaranty Obligations in respect of, or advances, loans, extensions of
        credit
        or capital contributions to, any Project Finance Subsidiary; provided
        that,
        notwithstanding any other provision of this Section
        7.04,
        the
        aggregate amount of all such investments, Guaranty Obligations, advances,
        loans,
        extensions of credit and capital contributions (without giving effect to
        any
        changes in the value thereof after the making thereof) shall not in the
        aggregate exceed $75,000,000 in value at any time (value for this purpose
        being
        defined as the original cost to the Company or any Subsidiary);

       

      (h)  investments
        in the MDU Resources Group, Inc. Benefits Protection Trust in accordance
        with
        past practice of the Company; or

       

      (i)  other
        investments; provided
        that the
        value of the aggregate amount of investments permitted by this clause
        (i)
        shall
        not exceed 15% of Consolidated Net Worth at any time.

       

      Nothing
        contained in this Section
        7.04
        (other
        than clause
        (g)
        hereof)
        shall prohibit the Company or any Subsidiary from incurring Guaranty Obligations
        to the extent permitted by Section
        7.11
        and
Section
        7.13.

       

      7.05  Transactions
        with Affiliates.
        The
        Company 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 Company, and the Company shall not suffer or permit
        any Subsidiary (other than a Project Finance Subsidiary) to 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
        Company other than another Subsidiary of the Company that is a Wholly-Owned
        Subsidiary (but which is not a Project Finance Subsidiary), except (i)
        upon
        fair and reasonable terms no less favorable to the Company or such Subsidiary
        than would be obtained, taking into account all facts and circumstances,
        in a
        comparable arm’s-length transaction with a Person not an Affiliate of the
        Company or such Subsidiary, (ii)
        in
        connection with any transaction permitted by Section
        7.04(g),
        or
(iii) (A)
        in the
        ordinary course and pursuant to the reasonable requirements of the business
        of
        Williston Basin Interstate Pipeline Company (“Williston
        Basin”)
        as may
        be required by the Federal Energy Regulatory Commission or other appropriate
        Governmental Authorities having jurisdiction over Williston Basin, or
(B)
        pursuant
        to the Asset Purchase Agreement, dated August 6, 1982, by and between
        Montana-Dakota Utilities Co. (“Montana-Dakota”)
        and
        Williston Basin, as amended by Amendment to the Asset Purchase Agreement,
        dated
        January 21, 1985, entered into in furtherance of the Revised Stipulation
        and
        Agreement of Settlement in FERC Docket No. CP82-487-000 et al. (the
“Settlement
        Agreement”),
        to
        the extent that Article Twelve thereof requires Williston Basin, if and when
        it
        implements a pricing mechanism for Williston Basin owned production which
        results in prices higher than cost-of-service pricing for such production,
        to
        make a payment to Montana-Dakota which is equal in amount to the adjustment
        made
        by Montana-Dakota pursuant to Section 10.1 of such Settlement Agreement;
        provided
        that all
        such transactions and agreements permitted by this clause
        (iii)
        do not,
        individually or in the aggregate, result in a Material Adverse
        Effect.

       

      7.06  Use
        of Proceeds.
        The
        Company shall not, and shall not suffer or permit any Subsidiary to, use
        any
        portion of the Loan proceeds, directly or indirectly, (a) to purchase or
        carry
        Margin Stock, (b) to repay or otherwise refinance Indebtedness of the Company
        or
        others incurred to purchase or carry Margin Stock, (c) to extend credit for
        the
        purpose of purchasing or carrying any Margin Stock, or (d) to make any
        Acquisition that is opposed by either the board of directors or similar
        governing body, or by stockholders or other equity holders possessing a majority
        of the voting power of the outstanding voting stock or other equity interests,
        as the case may be, of the entity that is subject to, or whose assets are
        the
        subject of, such Acquisition.

       

      7.07  Joint
        Ventures.
        The
        Company shall not, and shall not suffer or permit any Subsidiary to, enter
        into
        any Joint Venture that is or will be engaged in any line of business other
        than
(a)
        businesses engaged in by MDU Resources Group, Inc. and its Subsidiaries as
        of
        the date of this Agreement, or (b)
        businesses closely related to any business engaged in by MDU Resources Group,
        Inc. and its Subsidiaries as of the date of this Agreement.

       

      7.08  Restricted
        Payments.
        The
        Company shall not, and shall not suffer or permit any Subsidiary (other than
        a
        Project Finance Subsidiary) to, declare or make any dividend payment or other
        distribution of assets, properties, cash, rights, obligations or securities
        on
        account of any shares of any class of its capital stock or other equity
        interests, or purchase, redeem or otherwise acquire for value any shares
        of its
        capital stock or any other equity interests or any warrants, rights or options
        to acquire such shares or other equity interests, now or hereafter outstanding;
        except that (a)
        any
        Subsidiary may declare and pay dividends or make distributions to the Company
        or
        a Wholly-Owned Subsidiary, and (b)
        the
        Company or any Subsidiary may: 

       

      (i)  declare
        and make dividend payments or other distributions payable solely in its common
        stock or other equity interests;

       

      (ii)  purchase,
        redeem or otherwise acquire shares of its common stock or other equity interests
        or warrants or options to acquire any such shares with the proceeds received
        from the substantially concurrent issue of new shares of its common stock
        or
        other equity interests; and 

       

      (iii)  declare
        or pay cash dividends or other distributions to its equity holders and purchase,
        redeem or otherwise acquire shares of its capital stock or other equity
        interests or warrants, rights or options to acquire any such shares or other
        equity interests for cash up to 100% of the consolidated net income after
        taxes
        of the Company or Subsidiary, as the case may be, arising during the immediately
        preceding fiscal year and computed on a cumulative consolidated basis;
provided
        that,
        immediately after giving effect to such proposed action, no Default or Event
        of
        Default would exist.

       

      7.09  Change
        in Business.
        The
        Company shall not, and shall not suffer or permit any Subsidiary to, engage
        in
        any material line of business substantially different from those lines of
        business carried on by MDU Resources Group, Inc. and its Subsidiaries on
        the
        date hereof.

       

      7.10  Accounting
        Changes.
        The
        Company shall not, and shall not suffer or permit any Subsidiary to, make
        any
        significant change in accounting treatment or reporting practices, except
        as
        required by GAAP, or change the fiscal year of the Company.

       

      7.11  Maximum
        Company Capitalization Ratio.
        The
        Company shall not permit the Company’s Capitalization Ratio to exceed 65% as of
        the end of any fiscal quarter during the term hereof.

       

      7.12  Minimum
        Interest Coverage Ratio.
        The
        Company shall not permit the ratio of EBITDA to Interest Expense, in each
        case
        calculated for the period of four consecutive fiscal quarters ending on the
        date
        of calculation, to be less than 2.50:1.00 as of the last day of any fiscal
        quarter during the term hereof.

       

      7.13  Limitation
        on Subsidiary Indebtedness.
        The
        Company will not permit any Subsidiary of the Company to, directly or
        indirectly, create, incur, assume, guarantee, have outstanding, or otherwise
        become or remain directly or indirectly liable with respect to, any Indebtedness
        other than:

       

      (i)  Indebtedness
        outstanding on the date hereof and disclosed in Schedule
        7.13;
        provided
        that
        such Indebtedness may not be extended, renewed or refunded except as otherwise
        permitted by this Agreement;

       

      (ii)  Indebtedness
        in respect of unsecured surety bonds incurred in the ordinary course of
        business;

       

      (iii)  Indebtedness
        of a Subsidiary owed to the Company or any Wholly-Owned Subsidiary (other
        than a
        Project Finance Subsidiary);

       

      (iv)  Indebtedness
        under Covered Contracts;

       

      (v)  Indebtedness
        of Williston Basin to the extent such Indebtedness does not exceed
        $100,000,000;

       

      (vi)  Indebtedness
        of a Project Finance Subsidiary for which neither the Company nor or any
        other
        Subsidiary (other than another Project Finance Subsidiary) has any liability
        (other than pursuant to Liens permitted by Section
        7.01(n)
        or to
        the extent permitted by Section
        7.04);
        and

       

      (vii)  Indebtedness
        of a Subsidiary (other than a Project Finance Subsidiary) in addition to
        that
        otherwise permitted by the foregoing provisions of this Section
        7.13;
        provided
        that on
        the date the Subsidiary incurs or otherwise becomes liable with respect to
        any
        such additional Indebtedness and immediately after giving effect thereto
        and to
        the concurrent retirement of any other Indebtedness, (A) no Default or Event
        of
        Default exists and (B) the total amount of all Indebtedness described in
        this
subparagraph
        7.13(vii)
        outstanding does not exceed $50,000,000.

       

      For
        purposes of this Section
        7.13,
        any
        Person becoming a Subsidiary after the date hereof shall be deemed, at the
        time
        it becomes a Subsidiary, to have incurred all of its then outstanding
        Indebtedness, and any Person extending, renewing or refunding any Indebtedness
        shall be deemed to have incurred such Indebtedness at the time of such
        extension, renewal or refunding. Notwithstanding any provision of this Agreement
        to the contrary, the Company will not at any time permit (a) the sum of (i)
        the
        aggregate stated amount of all Letters of Credit issued jointly for the account
        of the Company and Centennial International plus (ii) the aggregate amount
        of
        all intercompany loans and other advances made by the Company or any Subsidiary
        (other than any International Subsidiary) to the International Subsidiaries
        to
        at any time exceed $100,000,000 or (b) the aggregate outstanding principal
        amount of consolidated Indebtedness of the International Subsidiaries (including
        with respect to intercompany loans and advances (other than any loan or advance
        made by any International Subsidiary) and Letters of Credit) to exceed 10%
        of
        the result of (i) Consolidated Net Worth less (ii) the aggregate book value
        of
        the consolidated intangible assets of the Company and its
        Subsidiaries.

       

      7.14  Agreements
        Restricting Subsidiary Dividends.
        With
        the exception of (a)
        the
        referenced sections of the existing agreements specified in Schedule
        7.14,
        (b)
        Organization Documents of any Subsidiary and Requirements of Law and
(c)
        agreements, instruments or other documents, evidencing Indebtedness and/or
        Contingent Obligations having an aggregate principal amount not in excess
        of
        $15,000,000, to which any Person which becomes a Subsidiary after the Execution
        Date and which, together with all other Subsidiaries of the Company which
        became
        Subsidiaries after the Execution Date that are parties to such agreements,
        instruments or documents, would, if a single Subsidiary of the Company, be
        a
        Significant Subsidiary (a “Restricted
        Future Subsidiary”)
        is a
        party, that existed at the time the Person became a Subsidiary and were not
        entered into in anticipation thereof, the Company agrees that it will not,
        and
        it will not permit any Person that, as of the Execution Date, is a Subsidiary
        or
        any Restricted Future Subsidiary (other than any Project Finance Subsidiary)
        to,
        be a party to or enter into any agreement, instrument or other document which
        contractually prohibits or restricts the ability of any Subsidiary to pay
        dividends or make any other similar distributions to the Company or any of
        its
        wholly-owned Subsidiaries that owns outstanding shares of capital stock or
        similar equity interests of such Subsidiary.

       

      7.15  Activities
        of International Subsidiaries.
        The
        Company agrees that it will not permit any International Subsidiary, directly
        or
        indirectly, to be primarily engaged in the ownership or financing of assets
        located in, or to conduct the primary portion of its operations in, the United
        States.

       

      ARTICLE
        VIII  

       

      EVENTS
        OF DEFAULT

       

      8.01  Event
        of Default.
        Any of
        the following shall constitute an “Event of Default”:

       

      (a)  Non-Payment.
        The
        Company fails to pay (i)
        within
        two days after the same becomes due, any amount of principal of any Loan
        or any
        Reimbursement Obligations, (ii)
        within
        five days after the same becomes due, any interest or fee hereunder, or
(iii)
        within
        five days after the same becomes due pursuant to delivery of a written demand
        therefor by the Administrative Agent or any Bank, any other amount payable
        hereunder or under any other Loan Document; or

       

      (b)  Representation
        or Warranty.
        Any
        representation or warranty by the Company or any Subsidiary made or deemed
        made
        herein or in any other Loan Document, or which is contained in any certificate,
        document or financial or other statement by the Company, any Subsidiary,
        or any
        Responsible Officer, furnished at any time under this Agreement, or in or
        under
        any other Loan Document, is incorrect in any material respect on or as of
        the
        date made or deemed made; or

       

      (c)  Specific
        Defaults.
        (i)
        The
        Company fails to perform or observe any term, covenant or agreement contained
        in
Article
        VII;
        or
(ii)
        the
        Company fails to perform or observe any term, covenant or agreement contained
        in
        any of Section
        6.01,
        6.02,
        6.03,
        6.04(a)
        (with
        respect to the Company) or 6.09
        and such
        failure continues for a period of three days after the date such performance
        or
        observance is first required; or 

       

      (d)  Other
        Defaults.
        The
        Company fails to perform or observe any other term or covenant contained
        in this
        Agreement or any other Loan Document, and such default shall continue unremedied
        for a period of 30 days after the earlier of (i)
        the date
        upon which a Responsible Officer knew or reasonably should have known of
        such
        failure or (ii)
        the date
        upon which written notice thereof is given to the Company by the Administrative
        Agent or any Bank; or

       

      (e)  Cross-Default.
        The
        Company or any Subsidiary (i)
        fails to
        make any payment in respect of any Indebtedness or Contingent Obligation
        having
        an aggregate principal amount (including undrawn committed or available amounts
        and including amounts owing to all creditors under any combined or syndicated
        credit arrangement) of more than $25,000,000 when due (whether by scheduled
        maturity, required prepayment, acceleration, demand, or otherwise) and such
        failure continues after the applicable grace or notice period, if any, specified
        in the relevant document on the date of such failure; or (ii)
        fails to
        perform or observe any other condition or covenant, or any other event shall
        occur or condition exist, under any agreement or instrument relating to any
        such
        Indebtedness or Contingent Obligation, and such failure continues after the
        applicable grace or notice period, if any, specified in the relevant document
        on
        the date of such failure if the effect of such failure, event or condition
        is to
        cause, or to permit the holder or holders of such Indebtedness or beneficiary
        or
        beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
        holder or holders or beneficiary or beneficiaries) to cause, such Indebtedness
        to be declared to be due and payable prior to its stated maturity, or such
        Contingent Obligation to become payable or cash collateral in respect thereof
        to
        be demanded; or 

       

      (f)  Insolvency;
        Voluntary Proceedings.
        The
        Company or any Subsidiary (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; or

       

      (g)  Involuntary
        Proceedings.
        (i)
        Any
        involuntary Insolvency Proceeding is commenced or filed against the Company
        or
        any Subsidiary, or any writ, judgment, warrant of attachment, execution or
        similar process is issued or levied against a substantial part of the Company’s
        or any Subsidiary’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; (ii)
        the
        Company or any Subsidiary 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
        Company or any Subsidiary acquiesces in the appointment of a receiver, trustee,
        custodian, conservator, liquidator, mortgagee in possession (or agent therefor),
        or other similar Person for itself or a substantial portion of its property
        or
        business; or

       

      (h)  ERISA.
        (i)
        An ERISA
        Event or ERISA Termination Event shall occur with respect to a Pension Plan
        or
        Multiemployer Plan which has resulted or would reasonably be expected to
        result
        in liability of the Company 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 Company 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
        Company or an ERISA Affiliate shall fail 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; or

       

      (i)  Judgments.
        (x) One
        or more non-interlocutory judgments, non-interlocutory orders, decrees or
        arbitration awards is entered against the Company or any Subsidiary involving
        in
        the aggregate a liability (to the extent not covered by independent third-party
        insurance as to which the insurer does not dispute coverage) of $15,000,000
        or
        more; or (y) any
        non-monetary final judgment is
        entered against the Company or any Subsidiary
        that
        has, or could reasonably be expected to have, a material adverse effect on
        the
        ability of the Company to perform its obligations under the Loan
        Documents;
        and in
        either case,
        the
        same shall remain unsatisfied, unvacated and unstayed pending appeal for
        a
        period of 45 days after the entry thereof; or 

       

      (j)  Change
        of Control.
        There
        occurs any Change of Control; or

       

      (k)  Invalidity
        of Loan Documents.
        Any
        Loan Document ceases to be in full force and effect or the Company contests
        in
        any manner the validity or enforceability thereof.

       

      8.02  Remedies.
        If any
        Event of Default occurs, the Administrative Agent shall, at the request of,
        or
        may, with the consent of, the Majority Banks, 

       

      (a)  declare
        the commitment of each Bank to make Loans and of the Issuers to issue Letters
        of
        Credit to be suspended or terminated, whereupon such commitments shall be
        suspended or terminated, as applicable; 

       

      (b)  declare
        all or any part of the Obligations to be immediately due and payable, without
        presentment, demand, protest or other notice of any kind, all of which are
        hereby expressly waived by the Company; 

       

      (c)  exercise
        on behalf of itself and the Banks all rights and remedies available to it
        and
        the Banks under the Loan Documents or applicable law; and/or

       

      (d)  upon
        notice to the Company and in addition to the continuing right to demand payment
        of all amounts payable under this Agreement, make demand on the Company to
        pay,
        and the Company will, forthwith upon such demand and without any further
        notice
        or act, pay to the Administrative Agent an amount in immediately available
        funds
        equal to the excess of (i) the amount of Letter of Credit Obligations at
        such
        time over (ii) the amount on deposit in the LC Collateral Account at such
        time
        which is free and clear of all rights and claims of third parties and has
        not
        been applied against the Obligations (such difference, the “Collateral
        Shortfall Amount”),
        which
        funds shall be deposited and held in the LC Collateral Account;

       

      provided
        that
        upon the occurrence of any event specified in subsection
        (f)
        or
(g)
        of
Section
        8.01
        (in the
        case of clause
        (i)
        of
subsection
        (g)
        upon the
        expiration of the 60-day period mentioned therein), the obligation of each
        Bank
        to make Loans and the obligation and power of each Issuer to issue Letters
        of
        Credit shall automatically terminate and the Obligations shall automatically
        become due and payable without further act of the Administrative Agent or
        any
        Bank and the Company will be and become thereby unconditionally obligated,
        without any further notice, act or demand, to pay to the Administrative Agent
        the Collateral Shortfall Amount; provided,
        further,
        that
        if, within 30 days after acceleration of the Obligations or termination of
        the
        obligations of the Banks to make Loans and of the Issuers to issue Letters
        of
        Credit as a result of any Event of Default (other than any Event of Default
        as
        described in subsection
        (f)
        or
(g)
        of
Section
        8.01
        with
        respect to the Company) and before any judgment or decree for the payment
        of the
        Obligations due shall have been obtained or entered, the Majority Banks (in
        their sole discretion) shall so direct, the Administrative Agent shall, by
        notice to the Company, rescind and annul such acceleration and/or
        termination.

       

      ARTICLE
        IX  

       

      THE
        ADMINISTRATIVE AGENT

       

      9.01  Appointment;
        Nature of Relationship.
        (a)
        U.S.
        Bank is hereby appointed by each of the Banks as its contractual representative
        (herein referred to as the “Administrative
        Agent”)
        hereunder and under each other Loan Document, and each of the Banks irrevocably
        authorizes the Administrative Agent to act as the contractual representative
        of
        such Bank with the rights and duties expressly set forth herein and in the
        other
        Loan Documents. The Administrative Agent agrees to act as such contractual
        representative upon the express conditions contained in this Article
        IX.
        Notwithstanding the use of the defined term “Administrative Agent,” it is
        expressly understood and agreed that the Administrative Agent shall not have
        any
        fiduciary responsibilities to any Bank by reason of this Agreement or any
        other
        Loan Document and that the Administrative Agent is merely acting as the
        contractual representative of the Banks with only those duties as are expressly
        set forth in this Agreement and the other Loan Documents. In its capacity
        as the
        Banks’ contractual representative, the Administrative Agent (i)
        does not
        hereby assume any fiduciary duties to any of the Banks, (ii)
        is a
“representative” of the Banks within the meaning of Section 9-102 of the Uniform
        Commercial Code and (iii)
        is
        acting as an independent contractor, the rights and duties of which are limited
        to those expressly set forth in this Agreement and the other Loan Documents.
        Each of the Banks hereby agrees to assert no claim against the Administrative
        Agent on any agency theory or any other theory of liability for breach of
        fiduciary duty, all of which claims each Bank hereby waives.

       

      (b)
         Each
        Issuer shall act on behalf of the Banks with respect to any Letter of Credit
        issued by it and the documents associated therewith. Each Issuer shall have
        all
        of the benefits and immunities provided to the Administrative Agent in this
        Article
        IX
        with
        respect to any acts taken or omissions suffered by such Issuer in connection
        with Letters of Credit issued by it or proposed to be issued by it and the
        applications and agreements for letters of credit pertaining to such Letters
        of
        Credit as fully as if the term “Administrative Agent”, as used in this
Article
        IX,
        included such Issuer with respect to such acts or omissions and as additionally
        provided in this Agreement with respect to such Issuer.

       

      9.02  Powers.
        The
        Administrative Agent shall have and may exercise such powers under the Loan
        Documents as are specifically delegated to the Administrative Agent by the
        terms
        of each thereof, together with such powers as are reasonably incidental thereto.
        The Administrative Agent shall have no implied duties to the Banks, or any
        obligation to the Banks to take any action thereunder except any action
        specifically provided by the Loan Documents to be taken by the Administrative
        Agent.

       

      9.03  General
        Immunity.
        Neither
        the Administrative Agent nor any of its directors, officers, agents or employees
        shall be liable to the Company or any Bank for any action taken or omitted
        to be
        taken by it or them hereunder or under any other Loan Document or in connection
        herewith or therewith except to the extent such action or inaction is determined
        in a final non-appealable judgment by a court of competent jurisdiction to
        have
        arisen from the gross negligence or willful misconduct of such
        Person.

       

      9.04  No
        Responsibility for Loans, Recitals, etc.
        Neither
        the Administrative Agent nor any of its directors, officers, agents or employees
        shall be responsible for or have any duty to ascertain, inquire into, or
        verify
(a)
        any
        statement, warranty or representation made in connection with any Loan Document
        or any borrowing hereunder; (b)
        the
        performance or observance of any of the covenants or agreements of any obligor
        under any Loan Document, including, without limitation, any agreement by
        an
        obligor to furnish information directly to each Bank; (c)
        the
        satisfaction of any condition specified in Article
        IV,
        except
        receipt of items required to be delivered solely to the Administrative Agent;
        (d)
        the
        existence or possible existence of any Default or Event of Default; (e)
        the
        validity, enforceability, effectiveness, sufficiency or genuineness of any
        Loan
        Document or any other instrument or writing furnished in connection therewith;
        (f)
        the
        value, sufficiency, creation, perfection or priority of any Lien in any
        collateral security; or (g)
        the
        financial condition of the Company or any guarantor of any of the Obligations
        or
        of any of the Company’s or any such guarantor’s respective Subsidiaries. The
        Administrative Agent shall have no duty to disclose to the Banks information
        that is not required to be furnished by the Company to the Administrative
        Agent
        at such time, but is voluntarily furnished by the Company to the Administrative
        Agent (either in its capacity as Administrative Agent or in its individual
        capacity).

       

      9.05  Action
        on Instructions of Banks.
        The
        Administrative Agent shall in all cases be fully protected in acting, or
        in
        refraining from acting, hereunder and under any other Loan Document in
        accordance with written instructions signed by the Majority Banks, and such
        instructions and any action taken or failure to act pursuant thereto shall
        be
        binding on all of the Banks. The Banks hereby acknowledge that the
        Administrative Agent shall be under no duty to take any discretionary action
        permitted to be taken by it pursuant to the provisions of this Agreement
        or any
        other Loan Document unless it shall be requested in writing to do so by the
        Majority Banks. The Administrative Agent shall be fully justified in failing
        or
        refusing to take any action hereunder and under any other Loan Document unless
        it shall first be indemnified to its satisfaction by the Banks pro rata against
        any and all liability, cost and expense that it may incur by reason of taking
        or
        continuing to take any such action.

       

      9.06  Employment
        of Agents and Counsel.
        The
        Administrative Agent may execute any of its duties as Administrative Agent
        hereunder and under any other Loan Document by or through employees, agents,
        and
        attorneys-in-fact and shall not be answerable to the Banks, except as to
        money
        or securities received by it or its authorized agents, for the default or
        misconduct of any such agents or attorneys-in-fact selected by it with
        reasonable care. The Administrative Agent shall be entitled to advice of
        counsel
        concerning the contractual arrangement between the Administrative Agent and
        the
        Banks and all matters pertaining to the Administrative Agent’s duties hereunder
        and under any other Loan Document.

       

      9.07  Reliance
        on Documents; Counsel.
        The
        Administrative Agent shall be entitled to rely upon any Note, notice, consent,
        certificate, affidavit, letter, telegram, statement, paper or document believed
        by it to be genuine and correct and to have been signed or sent by the proper
        person or persons, and, in respect to legal matters, upon the opinion of
        counsel
        selected by the Administrative Agent, which counsel may be employees of the
        Administrative Agent. For purposes of determining compliance with the conditions
        specified in Section
        4.01,
        each
        Bank that has executed this Agreement shall be deemed to have consented to,
        approved or accepted or to be satisfied with, each document or other matter
        either sent by the Administrative Agent to such Bank for consent, approval,
        acceptance or satisfaction, or required thereunder to be consented to or
        approved by or acceptable or satisfactory to the Bank.

       

      9.08  Administrative
        Agent’s Reimbursement and Indemnification.
        The
        Banks agree to reimburse and indemnify the Administrative Agent ratably in
        proportion to their respective Commitments (or, if the Commitments have been
        terminated, in proportion to their Commitments immediately prior to such
        termination) (i)
        for any
        amounts not reimbursed by the Company for which the Administrative Agent
        is
        entitled to reimbursement by the Company under the Loan Documents, (ii)
        for any
        other expenses incurred by the Administrative Agent on behalf of the Banks,
        in
        connection with the preparation, execution, delivery, administration and
        enforcement of the Loan Documents (including, without limitation, for any
        expenses incurred by the Administrative Agent in connection with any dispute
        between the Administrative Agent and any Bank or between two or more of the
        Banks) and (iii)
        for any
        liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits,
        costs, expenses or disbursements of any kind and nature whatsoever which
        may be
        imposed on, incurred by or asserted against the Administrative Agent in any
        way
        relating to or arising out of the Loan Documents or any other document delivered
        in connection therewith or the transactions contemplated thereby (including,
        without limitation, for any such amounts incurred by or asserted against
        the
        Administrative Agent in connection with any dispute between the Administrative
        Agent and any Bank or between two or more of the Banks), or the enforcement
        of
        any of the terms of the Loan Documents or of any such other documents;
provided
        that (i)
        no Bank shall be liable for any of the foregoing to the extent any of the
        foregoing is found in a final non-appealable judgment by a court of competent
        jurisdiction to have resulted from the gross negligence or willful misconduct
        of
        the Administrative Agent and (ii) any indemnification required pursuant to
        Section
        3.05(g)
        shall,
        notwithstanding the provisions of this Section
        9.08,
        be paid
        by the relevant Bank in accordance with the provisions thereof. The obligations
        of the Banks under this Section
        9.08
        shall
        survive payment of the Obligations and termination of this
        Agreement.

       

      9.09  Notice
        of Default.
        The
        Administrative Agent shall not be deemed to have knowledge or notice of the
        occurrence of any Default or Event of Default hereunder, except with respect
        to
        a Default or Event of Default arising from the non-payment of principal,
        interest or fees required to be paid to the Administrative Agent for the
        account
        of the Banks, unless the Administrative Agent has received written notice
        from a
        Bank or the Company referring to this Agreement describing such Default or
        Event
        of Default and stating that such notice is a “notice of default”. If the
        Administrative Agent receives such a notice, the Administrative Agent shall
        give
        prompt notice thereof to the Banks.

       

      9.10  Rights
        as a Bank.
        If the
        Administrative Agent is a Bank, the Administrative Agent shall have the same
        rights and powers hereunder and under any other Loan Document with respect
        to
        its Commitment and its Loans as any Bank and may exercise the same as though
        it
        were not the Administrative Agent, and the term “Bank” or “Banks” shall, at any
        time when the Administrative Agent is a Bank, unless the context otherwise
        indicates, include the Administrative Agent in its individual capacity. The
        Administrative Agent and its Affiliates may accept deposits from, lend money
        to,
        and generally engage in any kind of trust, debt, equity or other transaction,
        in
        addition to those contemplated by this Agreement or any other Loan Document,
        with the Company or any of its Affiliates in which the Company or such
        Affiliates is not restricted hereby from engaging with any other Person.
        The
        Administrative Agent, in its individual capacity, is not obligated to remain
        a
        Bank.

       

      9.11  Bank
        Credit Decision.
        Each
        Bank acknowledges that it has, independently and without reliance upon the
        Administrative Agent, any Co-Lead Arranger, any Issuer or any other Bank
        and
        based on the financial statements prepared by the Company and such other
        documents and information as it has deemed appropriate, made its own credit
        analysis and decision to enter into this Agreement and the other Loan Documents.
        Each Bank also acknowledges that it will, independently and without reliance
        upon the Administrative Agent, any Co-Lead Arranger, any Issuer or any other
        Bank and based on such documents and information as it shall deem appropriate
        at
        the time, continue to make its own credit decisions in taking or not taking
        action under this Agreement and the other Loan Documents.

       

      9.12  Successor
        Administrative Agent.
        The
        Administrative Agent may resign at any time by giving written notice thereof
        to
        the Banks and the Company, such resignation to be effective upon the appointment
        of a successor Administrative Agent or, if no successor Administrative Agent
        has
        been appointed, 45 days after the retiring Administrative Agent gives notice
        of
        its intention to resign. The Administrative Agent may be removed at any time
        with or without cause by written notice received by the Administrative Agent
        from the Majority Banks, such removal to be effective on the date specified
        by
        the Majority Banks; provided
        that the
        Administrative Agent may not be removed unless the Administrative Agent (in
        its
        individual capacity) and any affiliate thereof acting as Issuer is relieved
        of
        all of its duties as Issuer pursuant to documentation reasonably satisfactory
        to
        such Person on or prior to the date of such removal. Upon any such resignation
        or removal, the Majority Banks shall have the right to appoint, on behalf
        of the
        Company and the Banks, a successor Administrative Agent. If no successor
        Administrative Agent shall have been so appointed by the Majority Banks within
        thirty days after the resigning Administrative Agent’s giving notice of its
        intention to resign, then the resigning Administrative Agent may appoint,
        on
        behalf of the Company and the Banks, a successor Administrative Agent.
        Notwithstanding the previous sentence, the Administrative Agent may at any
        time
        without the consent of the Company or any Bank, appoint any of its Affiliates
        which is a commercial bank as a successor Administrative Agent hereunder.
        If the
        Administrative Agent has resigned or been removed and no successor
        Administrative Agent has been appointed, the Banks may perform all the duties
        of
        the Administrative Agent hereunder and the Company shall make all payments
        in
        respect of the Obligations to the applicable Bank and for all other purposes
        shall deal directly with the Banks. No successor Administrative Agent shall
        be
        deemed to be appointed hereunder until such successor Administrative Agent
        has
        accepted the appointment. Any such successor Administrative Agent shall be
        a
        commercial bank having capital and retained earnings of at least $100,000,000.
        Upon the acceptance of any appointment as Administrative Agent hereunder
        by a
        successor Administrative Agent, such successor Administrative Agent shall
        thereupon succeed to and become vested with all the rights, powers, privileges
        and duties of the resigning or removed Administrative Agent. Upon the
        effectiveness of the resignation or removal of the Administrative Agent,
        the
        resigning or removed Administrative Agent shall be discharged from its duties
        and obligations hereunder and under the Loan Documents. After the effectiveness
        of the resignation or removal of an Administrative Agent, the provisions
        of this
Article
        IX
        shall
        continue in effect for the benefit of such Administrative Agent in respect
        of
        any actions taken or omitted to be taken by it while it was acting as the
        Administrative Agent hereunder and under the other Loan Documents. If there
        is a
        successor to the Administrative Agent by merger, or the Administrative Agent
        assigns its duties and obligations to an Affiliate pursuant to this Section
        9.12,
        then
        the term “Prime Rate” as used in this Agreement shall mean the prime rate, base
        rate or other analogous rate of the new Administrative Agent.

       

      9.13  Administrative
        Agent’s and Co-Lead Arrangers’ Fees.
        The
        Company agrees to pay to the Administrative Agent and to the Co-Lead Arrangers,
        for their respective accounts, the fees agreed to by the Company, the
        Administrative Agent and the Co-Lead Arrangers pursuant to the letter agreement
        dated August 26, 2005, or as otherwise agreed from time to time. 

       

      9.14  Delegation
        to Affiliates.
        The
        Company and the Banks agree that the Administrative Agent may delegate any
        of
        its duties under this Agreement to any of its Affiliates. Any such Affiliate
        (and such Affiliate’s directors, officers, agents and employees) which performs
        duties in connection with this Agreement shall be entitled to the same benefits
        of the indemnification, waiver and other protective provisions to which the
        Administrative Agent is entitled under Articles
        VIII
        and
IX.

       

      9.15  Other
        Agents.
        No
        Co-Syndication Agent or Co-Documentation Agent shall have any right, power,
        obligation, liability, responsibility or duty under this Agreement other
        than
        those applicable to all Banks as such. Without limiting the foregoing, no
        Co-Syndication Agent or Co-Documentation Agent shall have or be deemed to
        have a
        fiduciary relationship with any Bank. Each Bank hereby makes the same
        acknowledgments with respect to each Co-Syndication Agent and Co-Documentation
        Agent as it makes with respect to the Administrative Agent in Section
        9.11.

       

      ARTICLE
        X  

       

      MISCELLANEOUS

       

      10.01  Amendments
        and Waivers.
        No
        amendment or waiver of any provision of this Agreement or any other Loan
        Document, and no consent with respect to any departure by the Company therefrom,
        shall be effective unless the same shall be in writing and signed by the
        Majority Banks (or by the Administrative Agent at the written request of
        the
        Majority Banks) and the Company and acknowledged by the Administrative Agent,
        and then any such waiver or consent shall be effective only in the specific
        instance and for the specific purpose for which given; provided
        that no
        such waiver, amendment, or consent shall, unless in writing and signed by
        all
        the Banks and the Company and acknowledged by the Administrative Agent, do
        any
        of the following:

       

      (a)  increase
        or extend the Commitment (except pursuant to Section 2.04(c)(B)), or amend
        or
        modify the Pro Rata Share, of any Bank (or reinstate any Commitment terminated
        pursuant to Section
        8.02);

       

      (b)  postpone
        or delay any date fixed by this Agreement or any other Loan Document for
        any
        payment of principal, interest, fees or other amounts due to the Banks (or
        any
        of them) hereunder or under any other Loan Document; 

       

      (c)  reduce
        the principal of, or the rate of interest specified herein on, any Loan,
        or
        (subject to clause
        (ii)
        below)
        any fees or other amounts payable hereunder or under any other Loan
        Document;

       

      (d)  change
        the percentage of the Commitments or of the aggregate unpaid principal amount
        of
        the Loans which is required for the Banks or any of them to take any action
        hereunder; 

       

      (e)  amend
        this Section, the definition of “Majority Banks,”Section
        10.10,
        Article
        IV,
        Article
        IX
        or any
        provision herein providing for consent or other action by all Banks;
        or

       

      (f)  release
        any funds from the LC Collateral Account, except to the extent that such
        release
        is expressly permitted hereunder;

       

      and
        provided,
        further,
        that
        (i) no amendment, waiver or consent shall, unless in writing and signed by
        the
        Administrative Agent in addition to the Majority Banks or all the Banks,
        as the
        case may be, affect the rights or duties of the Administrative Agent under
        this
        Agreement or any other Loan Document, (ii) no amendment of any provision
        of this
        Agreement relating to any Issuer shall be effective without the written consent
        of such Issuer and (iii) the Fee Letter may be amended, or rights or privileges
        thereunder waived, in a writing executed by the respective parties
        thereto.

       

      10.02  Notices.
        Except
        as otherwise permitted by Section
        2.10
        with
        respect to borrowing notices, all notices, requests and other communications
        to
        any party hereunder shall be in writing (including electronic transmission,
        facsimile transmission or similar writing) and shall be given to such party:
        (x)
        in the case of the Company or the Administrative Agent, at its address or
        facsimile number set forth in Schedule
        10.02,
        (y) in
        the case of any Bank, at its address or facsimile number set forth in
Schedule
        10.02
        or (z)
        in the case of any party, at such other address or facsimile number as such
        party may hereafter specify for the purpose by notice to the Administrative
        Agent and the Company. Each such notice, request or other communication shall
        be
        effective (i)
        if given
        by facsimile transmission, when transmitted to the facsimile number specified
        in
        this Section and confirmation of receipt is received, (ii)
        if given
        by mail, 72 hours after such communication is deposited in the mails with
        first
        class postage prepaid, addressed as aforesaid, or (iii)
        if given
        by any other means, when delivered (or, in the case of electronic transmission,
        received) at the address specified in this Section; provided
        that
        notices to the Administrative Agent under Article
        II
        shall
        not be effective until received. The Company, the Administrative Agent and
        any
        Bank may each change the address for service of notice upon it by a notice
        in
        writing to the other parties hereto.

       

      10.03  No
        Waiver; Cumulative Remedies.
        The
        rights, powers, privileges and remedies of the Administrative Agent, the
        Banks
        and the Issuers provided herein or in any other Loan Document are cumulative
        and
        not exclusive of any right, power, privilege or remedy provided by law or
        equity
        or under any other instrument, document or agreement now existing or hereafter
        arising. No failure to exercise and no delay in exercising, on the part of
        the
        Administrative Agent, any Bank or any Issuer, any right, remedy, power or
        privilege hereunder, shall operate as a waiver thereof; nor shall any single
        or
        partial exercise of any right, remedy, power or privilege hereunder preclude
        any
        other or further exercise thereof or the exercise of any other right, remedy,
        power or privilege.

       

      10.04  Several
        Obligations; Benefits of this Agreement.
        The
        respective obligations of the Banks hereunder are several and not joint and
        no
        Bank shall be the partner or agent of any other (except to the extent to
        which
        the Administrative Agent is authorized to act as such). The failure of any
        Bank
        to perform any of its obligations hereunder shall not relieve any other Bank
        from any of its obligations hereunder. This Agreement shall not be construed
        so
        as to confer any right or benefit upon any Person other than the parties
        to this
        Agreement and their respective successors and assigns; provided
        that the
        parties hereto expressly agree that the Co-Lead Arrangers shall enjoy the
        benefits of the provisions of Sections
        9.11,
        10.05
        and
10.21
        to the
        extent specifically set forth therein and shall have the right to enforce
        such
        provisions on its own behalf and in its own name to the same extent as if
        it
        were a party to this Agreement.

       

      10.05  Expenses;
        Indemnification.
        (i)
        The
        Company shall reimburse the Administrative Agent and the Co-Lead Arrangers
        for
        any reasonable costs, internal charges and out-of-pocket expenses (including
        attorneys’ fees and time charges of attorneys for the Administrative Agent,
        which attorneys may be employees of the Administrative Agent) paid or incurred
        by the Administrative Agent or the Co-Lead Arrangers in connection with the
        preparation, negotiation, execution, delivery, syndication, distribution
        (including, without limitation, via the internet), review, amendment,
        modification, and administration of the Loan Documents. The Company also
        agrees
        to reimburse the Administrative Agent, each Co-Lead Arranger, each Issuer
        and
        each Bank for any costs, internal charges and out-of-pocket expenses (including
        attorneys’ fees and time charges of attorneys for the Administrative Agent, such
        Co-Lead Arranger or such Bank) paid or incurred by the Administrative Agent,
        such Co-Lead Arranger, such Issuer or such Bank in connection with the
        collection and enforcement of the Loan Documents.

       

      (ii)  The
        Company hereby further agrees to indemnify the Administrative Agent, each
        Co-Lead Arranger, each Issuer, each Bank, their respective affiliates, and
        each
        of their directors, officers and employees against all losses, claims, damages,
        penalties, judgments, liabilities and expenses (including, without limitation,
        all expenses of litigation or preparation therefor whether or not the
        Administrative Agent, any Co-Lead Arranger, any Issuer, any Bank or any
        affiliate is a party thereto) which any of them may pay or incur arising
        out of
        or relating to this Agreement, the other Loan Documents, the transactions
        contemplated hereby or the direct or indirect application or proposed
        application of the proceeds of any Loan hereunder except to the extent that
        they
        are determined in a final non-appealable judgment by a court of competent
        jurisdiction to have resulted from the gross negligence or willful misconduct
        of
        the party, or the party’s affiliates, seeking indemnification. The obligations
        of the Company under this Section
        10.05
        shall
        survive the termination of this Agreement.

       

      10.06  Marshalling;
        Payments Set Aside.
        None of
        the Administrative Agent, the Banks or the Issuers shall be under any obligation
        to marshall any assets in favor of the Company or any other Person or against
        or
        in payment of any or all of the Obligations. To the extent that the Company
        makes a payment to the Administrative Agent, the Banks or the Issuers, or
        the
        Administrative Agent, the Banks or the Issuers exercise their right of set-off,
        and such payment or the proceeds of such set-off or any part thereof are
        subsequently invalidated, declared to be fraudulent or preferential, set
        aside
        or required (including pursuant to any settlement entered into by the
        Administrative Agent, such Bank or such Issuer in its discretion) to be repaid
        to a trustee, receiver or any other party, in connection with any Insolvency
        Proceeding or otherwise, then (a)
        to the
        extent of such recovery the obligation or part thereof originally intended
        to be
        satisfied shall be revived and continued in full force and effect as if such
        payment had not been made or such set-off had not occurred, and (b)
        each
        Bank severally agrees to pay to the Administrative Agent upon demand its
        pro
        rata share of any amount so recovered from or repaid by the Administrative
        Agent.

       

      10.07  Successors
        and Assigns.
        The
        terms and provisions of the Loan Documents shall be binding upon and inure
        to
        the benefit of the Administrative Agent, the Company, the Banks and the Issuers
        and their respective successors and assigns, except that (i)
        the
        Company shall not have the right to assign its rights or obligations under
        the
        Loan Documents and (ii)
        any
        assignment by any Bank must be made in compliance with Section
        10.08.
        The
        parties to this Agreement acknowledge that clause
        (ii)
        of this
Section
        10.07
        relates
        only to absolute assignments and does not prohibit assignments creating security
        interests, including, without limitation, (x) any pledge or assignment by
        any
        Bank of all or any portion of its rights under this Agreement and any Note
        to a
        Federal Reserve Bank or (y) in the case of a Bank which is a fund, any pledge
        or
        assignment of all or any portion of its rights under this Agreement and any
        Note
        to its trustee in support of its obligations to its trustee; provided
        that no
        such pledge or assignment creating a security interest shall release the
        transferor Bank from its obligations hereunder unless and until the parties
        thereto have complied with the provisions of Section
        10.08.
        The
        Administrative Agent may treat the Person which made any Loan or which holds
        any
        Note as the owner thereof for all purposes hereof unless and until such Person
        complies with Section
        10.08;
        provided
        that the
        Administrative Agent may in its discretion (but shall not be required to)
        follow
        instructions from the Person which made any Loan or which holds any Note
        to
        direct payments relating to such Loan or Note to another Person. Any assignee
        of
        the rights to any Loan or any Note agrees by acceptance of such assignment
        to be
        bound by all the terms and provisions of the Loan Documents. Any request,
        authority or consent of any Person, who at the time of making such request
        or
        giving such authority or consent is the owner of the rights to any Loan (whether
        or not a Note has been issued in evidence thereof), shall be conclusive and
        binding on any subsequent holder or assignee of the rights to such
        Loan.

       

      10.08  Participations;
        Assignments, etc. (a) Permitted
        Participants; Effect. Any Bank may, in the ordinary course of its business
        and
        in accordance with applicable law, at any time sell to one or more banks
        or
        other entities (“Participants”)
        participating interests in any Loan owing to such Bank, any Note held by
        such
        Bank, any Commitment of such Bank or any other interest of such Bank under
        the
        Loan Documents. Upon any such sale by a Bank of participating interests to
        a
        Participant, such Bank’s obligations under the Loan Documents shall remain
        unchanged, such Bank shall remain solely responsible to the other parties
        hereto
        for the performance of such obligations, such Bank shall remain the owner
        of its
        Loans and the holder of any Note issued to it in evidence thereof for all
        purposes under the Loan Documents, all amounts payable by the Company under
        this
        Agreement shall be determined as if such Bank had not sold such participating
        interests, and the Company and the Administrative Agent shall continue to
        deal
        solely and directly with such Bank in connection with such Bank’s rights and
        obligations under the Loan Documents.

       

      (b)  Voting
        Rights.
        Each
        Bank shall retain the sole right to approve, without the consent of any
        Participant, any amendment, modification or waiver of any provision of the
        Loan
        Documents other than any amendment, modification or waiver which requires
        the
        unanimous consent of all Banks under Section
        10.01.

       

      (c)  Benefit
        of Setoff.
        The
        Company agrees that each Participant shall be deemed to have the right of
        setoff
        provided in Section
        10.10
        in
        respect of its participating interest in amounts owing under the Loan Documents
        to the same extent as if the amount of its participating interest were owing
        directly to it as a Bank under the Loan Documents; provided
        that
        each Bank shall retain the right of setoff provided in Section
        10.10
        with
        respect to the amount of participating interests sold to each Participant.
        The
        Banks agree to share with each Participant, and each Participant, by exercising
        the right of setoff provided in Section
        10.10,
        agrees
        to share with each Bank, any amount received pursuant to the exercise of
        its
        right of setoff, such amounts to be shared in accordance with Section
        10.10
        as if
        each Participant were a Bank.

       

      (d)  Permitted
        Assignments.
        Any
        Bank may, in the ordinary course of its business and in accordance with
        applicable law, at any time assign to one or more Eligible Assignees
        (“Purchasers”)
        all or
        any part of its rights and obligations under the Loan Documents. Any assignment
        shall be made pursuant to a document substantially in the form of Exhibit
        F
        or in
        such other form as may be agreed to by the parties thereto. The consent of
        the
        Company and the Administrative Agent shall be required prior to an assignment
        becoming effective with respect to a Purchaser which is not a Bank or an
        Affiliate thereof; provided
        that if
        a Default or an Event of Default has occurred and is continuing, the consent
        of
        the Company shall not be required. Such consent shall not be unreasonably
        withheld or delayed. Each such assignment with respect to a Purchaser which
        is
        not a Bank or an Affiliate thereof shall (unless each of the Company and
        the
        Administrative Agent otherwise consents) be in an amount not less than the
        lesser of (i)
        $5,000,000 or (ii)
        the
        remaining amount of the assigning Bank’s Commitment (calculated as at the date
        of such assignment) or outstanding Loans (if such Commitment has been
        terminated).

       

      (e)  Effect;
        Effective Date.
        Upon
(i)
        delivery
        to the Administrative Agent of a notice of assignment, substantially in the
        form
        attached as Annex
        I
        to
Exhibit
        F
        (a
“Notice
        of Assignment”),
        together with any consents required by Section
        10.08(d),
        and
(ii)
        payment
        of a $4,000 fee to the Administrative Agent for processing such assignment,
        such
        assignment shall become effective on the effective date specified in such
        Notice
        of Assignment. The Notice of Assignment shall contain a representation by
        the
        Purchaser to the effect that none of the consideration used to make the purchase
        of the Commitment and Loans under the applicable assignment agreement
        constitutes “plan assets” as defined under ERISA and that the rights and
        interests of the Purchaser in and under the Loan Documents will not be “plan
        assets” under ERISA. On and after the effective date of such assignment, such
        Purchaser shall for all purposes be a Bank party to this Agreement and any
        other
        Loan Document executed by or on behalf of the Banks and shall have all the
        rights and obligations of a Bank under the Loan Documents, to the same extent
        as
        if it were an original party hereto, and no further consent or action by
        the
        Company, the Banks or the Administrative Agent shall be required to release
        the
        transferor Bank with respect to the percentage of the Aggregate Commitment
        and
        Loans assigned to such Purchaser. Upon the consummation of any assignment
        to a
        Purchaser pursuant to this Section
        10.08(e),
        the
        transferor Bank, the Administrative Agent and the Company shall, if the
        transferor Bank or the Purchaser desires that its Loans be evidenced by Notes,
        make appropriate arrangements so that new Notes or, as appropriate, replacement
        Notes are issued to such transferor Bank and new Notes or, as appropriate,
        replacement Notes, are issued to such Purchaser, in each case in principal
        amounts reflecting their respective Commitments, as adjusted pursuant to
        such
        assignment.

       

      (f)  Dissemination
        of Information.
        The
        Company authorizes each Bank to disclose to any Participant or Purchaser
        or any
        other Person acquiring an interest in the Loan Documents by operation of
        law
        (each a “Transferee”)
        and
        any prospective Transferee any and all information in such Bank’s possession
        concerning the creditworthiness of the Company and its Subsidiaries;
provided
        that
        each Transferee and prospective Transferee agrees to be bound by Section
        10.09
        of this
        Agreement. 

       

      (g)  Tax
        Treatment.
        If any
        interest in any Loan Document is transferred to any Transferee which is
        organized under the laws of any jurisdiction other than the United States
        or any
        State thereof, the transferor Bank shall cause such Transferee, concurrently
        with the effectiveness of such transfer, to comply with the provisions of
        Section
        3.05(d).

       

      10.09  Confidentiality.
        Each
        Bank agrees to take and to cause its Affiliates to take normal and reasonable
        precautions and exercise due care to maintain the confidentiality of all
        information identified as “confidential” or “secret” by the Company and provided
        to it by the Company or any Subsidiary, or by the Administrative Agent on
        the
        Company’s or such Subsidiary’s behalf, under this Agreement or any other Loan
        Document, and neither it nor any of its Affiliates shall use any such
        information other than in connection with or in enforcement of this Agreement
        and the other Loan Documents or in connection with other business now or
        hereafter existing or contemplated with the Company or any Subsidiary; except
        to
        the extent such information (i)
        was or
        becomes generally available to the public other than as a result of disclosure
        by the Bank, or (ii)
        was or
        becomes available on a non-confidential basis from a source other than the
        Company, provided
        that
        such source is not bound by a confidentiality agreement with the Company
        known
        to the Bank; provided
        that any
        Bank may disclose such information (A)
        at the
        request or pursuant to any requirement of any Governmental Authority to which
        the Bank is subject or in connection with an examination of such Bank by
        any
        such authority; (B)
        pursuant
        to subpoena or other court process; (C)
        when
        required to do so in accordance with the provisions of any applicable
        Requirement of Law; (D)
        to the
        extent reasonably required in connection with any litigation or proceeding
        to
        which the Administrative Agent, any Bank or their respective Affiliates may
        be
        party; (E)
        to the
        extent reasonably required in connection with the exercise of any remedy
        hereunder or under any other Loan Document; (F)
        to such
        Bank’s independent auditors and other professional advisors; (G)
        to any
        Participant or Assignee, actual or potential, provided
        that
        such Person agrees in writing to keep such information confidential to the
        same
        extent required of the Banks hereunder; (H)
        as to
        any Bank or its Affiliate, as expressly permitted under the terms of any
        other
        document or agreement regarding confidentiality to which the Company or any
        Subsidiary is party or is deemed party with such Bank or such Affiliate;
        and
(I)
        to its
        Affiliates. Notwithstanding anything herein to the contrary, the Administrative
        Agent, each Issuer and each Bank may disclose to any Person, without limitation
        of any kind, the U.S. tax treatment and tax structure of the transactions
        contemplated hereby and all materials of any kind (including opinions or
        other
        tax analyses) that are provided to the Administrative Agent, any Issuer or
        any
        Bank relating to such U.S. tax treatment and tax structure.

       

      10.10  Set-off;
        Ratable Payments.
        In
        addition to, and without limitation of, any rights of the Banks under applicable
        law, if any Event of Default occurs and is continuing, any and all deposits
        (including all account balances, whether provisional or final and whether
        or not
        collected or available) and any other Indebtedness at any time held or owing
        by
        any Bank or any Affiliate of any Bank to or for the credit or account of
        the
        Company may be offset and applied toward the payment of the Obligations owing
        to
        such Bank, whether or not the Obligations, or any part hereof, shall then
        be
        due. If any Bank, whether by setoff or otherwise, has payment made to it
        upon
        its Loans or its participations in Letters of Credit (other than payments
        received pursuant to Section
        3.01,
        3.02,
        3.04
        or
        3.05
        and
        payments made to any Issuer in respect of Reimbursement Obligations so long
        as
        the Banks have not funded their participations therein) in a greater proportion
        than that received by any other Bank, such Bank agrees, promptly upon demand,
        to
        purchase a portion of the Outstanding Credit Exposures held by the other
        Banks
        so that after such purchase each Bank will hold its Pro Rata Share of the
        Aggregate Outstanding Credit Exposure. If any Bank, whether in connection
        with
        setoff or amounts which might be subject to setoff or otherwise, receives
        collateral or other protection for its Obligations or such amounts which
        may be
        subject to setoff, such Bank agrees, promptly upon demand, to take such action
        necessary such that all Banks share in the benefits of such collateral ratably
        in accordance with their respective Pro Rata Shares. In case any such payment
        is
        disturbed by legal process, or otherwise, appropriate further adjustments
        shall
        be made. 

       

      10.11  Automatic
        Debits of Fees.
        With
        respect to any facility fee, utilization fee, agency fee, arrangement fee,
        or
        other fee, or any other cost or expense (including Attorney Costs) due and
        payable to the Administrative Agent, U.S. Bank or any Co-Lead Arranger under
        the
        Loan Documents, the Company hereby irrevocably authorizes the Administrative
        Agent and/or U.S. Bank to debit any deposit account of the Company with
        Administrative Agent and/or U.S. Bank in an amount such that the aggregate
        amount debited from all such deposit accounts does not exceed such fee or
        other
        reasonable cost or expense. If there are insufficient funds in such deposit
        accounts to cover the amount of the fee or other cost or expense then due,
        such
        debits will be reversed (in whole or in part, in the Administrative Agent’s
        and/or U.S. Bank’s sole discretion) and such amount not debited shall be deemed
        to be unpaid. No such debit under this Section shall be deemed a
        set-off.

       

      10.12  Notification
        of Addresses, Lending Installations, Etc.
        Each
        Bank shall notify the Administrative Agent in writing of any changes in the
        address to which notices to the Bank should be directed, of addresses of
        any
        Lending Installation, of payment instructions in respect of all payments
        to be
        made to it hereunder and of such other administrative information as the
        Administrative Agent shall reasonably request.

       

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

       

      10.14  Severability.
        The
        illegality or unenforceability of any provision of this Agreement or any
        instrument or agreement required hereunder shall not in any way affect or
        impair
        the legality or enforceability of the remaining provisions of this Agreement
        or
        any instrument or agreement required hereunder.

       

      10.15  GOVERNING
        LAW AND JURISDICTION.
        (A)
        THE LOAN
        DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW
        PROVISION) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
        LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
        LAW
        (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW);
        PROVIDED
        THAT THE
        ADMINISTRATIVE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER
        FEDERAL
        LAW.

       

      (B)  ANY
        LEGAL
        ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
        MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
        FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
        AGREEMENT, EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT, EACH ISSUER AND
        EACH
        BANK CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
        JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT,
        EACH ISSUER AND EACH BANK IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
        OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
        CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
        OR
        PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
        RELATED HERETO. THE COMPANY, THE ADMINISTRATIVE AGENT, EACH ISSUER AND THE
        BANKS
        EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
        MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

       

      (C)  NOTHING
        HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY ISSUER OR ANY
        BANK
        TO BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER
        JURISDICTION. ANY JUDICIAL PROCEEDING BY THE COMPANY AGAINST THE ADMINISTRATIVE
        AGENT, ANY ISSUER OR ANY BANK OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT,
        ANY
        ISSUER OR ANY BANK INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
        ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE
        BROUGHT
        ONLY IN A COURT IN NEW YORK, NEW YORK.

       

      10.16  WAIVER
        OF JURY TRIAL.
        THE
        COMPANY, THE BANKS, THE ISSUERS AND THE ADMINISTRATIVE AGENT EACH WAIVE THEIR
        RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
        UPON
        OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS,
        OR THE
        TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR
        OTHER
        LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY
        OR
        ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO
        CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE BANKS, THE ISSUERS
        AND THE ADMINISTRATIVE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION
        SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,
        THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY
        IS
        WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
        PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
        ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
        HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
        RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN
        DOCUMENTS.

       

      10.17  Entire
        Agreement.
        This
        Agreement, together with the other Loan Documents, embodies the entire agreement
        and understanding among the Company, the Banks, the Issuers and the
        Administrative Agent, and supersedes all prior or contemporaneous agreements
        and
        understandings of such Persons, verbal or written, relating to the subject
        matter hereof and thereof (other than the Fee Letter).

       

      10.18  Survival
        of Representations.
        All
        representations and warranties of the Company contained in this Agreement
        shall
        survive the making of the Credit Extensions herein contemplated.

       

      10.19  Governmental
        Regulation.
        Anything contained in this Agreement to the contrary notwithstanding, no
        Bank
        shall be obligated to extend credit to the Company in violation of any
        limitation or prohibition provided by any applicable statute or
        regulation.

       

      10.20  Numbers
        of Documents.
        All
        statements, notices, closing documents, and requests hereunder shall be
        furnished to the Administrative Agent with sufficient counterparts so that
        the
        Administrative Agent may furnish one to each of the Banks.

       

      10.21  Nonliability
        of Banks.
        The
        relationship between the Company on the one hand and the Banks, the Issuers
        and
        the Administrative Agent on the other hand shall be solely that of borrower
        and
        lender. None of the Administrative Agent, any Co-Lead Arranger, any Issuer
        or
        any Bank shall have any fiduciary responsibilities to the Company. None of
        the
        Administrative Agent, any Co-Lead Arranger, any Issuer or any Bank undertakes
        any responsibility to the Company to review or inform the Company of any
        matter
        in connection with any phase of the Company’s business or operations. The
        Company agrees that neither the Administrative Agent, any Co-Lead Arranger,
        any
        Issuer nor any Bank shall have liability to the Company (whether sounding
        in
        tort, contract or otherwise) for losses suffered by the Company in connection
        with, arising out of, or in any way related to, the transactions contemplated
        and the relationship established by the Loan Documents, or any act, omission
        or
        event occurring in connection therewith, unless it is determined in a final
        non-appealable judgment by a court of competent jurisdiction that such losses
        resulted from the gross negligence or willful misconduct of the party from
        which
        recovery is sought. Neither the Administrative Agent, any Co-Lead Arranger,
        any
        Issuer nor any Bank shall have any liability with respect to, and the Company
        hereby waives, releases and agrees not to sue for, any special, indirect
        consequential or punitive damages suffered by the Company in connection with,
        arising out of, or in any way related to the Loan Documents or the transactions
        contemplated thereby.

       

      10.22  USA
        Patriot Act Notice.
        Each
        Bank that is subject to the Act (as hereinafter defined) and the Administrative
        Agent (for itself and not on behalf of any Bank) hereby notifies the Company
        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”),
        it is
        required to obtain, verify and record information that identifies the Company,
        which information includes the name and address of the Company and other
        information that will allow such Bank or the Administrative Agent, as
        applicable, to identify the Company in accordance with the Act.

       

      [SIGNATURES
        BEGIN ON THE FOLLOWING PAGE]

      


      
        
          
            
              	
                       

                    	
                       

                    	 


            

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

      



      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed and delivered by their proper and duly authorized officers as of
        the
        day and year first above written.

       

      CENTENNIAL
        ENERGY HOLDINGS, INC.

      


      


      By:
        /s/
        WARREN L. ROBINSON

      Name:
        Warren
        L. Robinson

      Title:
        Executive
        Vice President, Treasurer

                 
and
        Chief
        Financial Officer

      


      


       

      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

       

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      U.S.
        BANK
        NATIONAL ASSOCIATION,

      as
        Administrative Agent, as an Issuer and as a Bank

      


      


      By:
        /s/
        CHRISTINE GEER

      Name:
        Christine
        Geer

      Title:
        Assistant
        Vice President

      


      


      


      


      


      


       

      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      UNION
        BANK OF CALIFORNIA, N.A.,

      as
        Co-Syndication Agent and as a Bank

      


      


      By:
        /s/
        ROBERT J. COLE

      Name:
        Robert
        J. Cole

      Title:
        Vice
        President

      


      


      
 

      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      ABN
        AMRO
        BANK N.V., as Co-Syndication Agent and as a Bank

      


      


      By:
        /s/
        CHARLES F. RANDOLPH

      Name:
        Charles
        F. Randolph

      Title:
        Managing
        Director

      


      


      By:
        /s/
        SAAD B. QAIS

      Name:
        Saad
        B. Qais

      Title:
        Vice
        President

      


      


      


      
 

      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      BANK
        OF
        AMERICA, N.A., as Co-Documentation Agent and as a Bank

      


      


      By:
        /s/
        RONALD E. MCKAIG

      Name:
        Ronald
        E. McKaig

      Title:
        Senior
        Vice President

      


      


      


      


      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      KEYBANK
        NATIONAL ASSOCIATION, as Co-Documentation Agent and as a Bank

      


      


      By:
        /s/
        KEVEN D. SMITH

      Name:
        Keven
        D. Smith

      Title:
        Vice
        President

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      WACHOVIA
        BANK, N.A.

      


      


      By:
        /s/
        HENRY R. BIEDRZYCKI

      Name:
        Henry
        R. Biedrzycki

      Title:
        Director

      


      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      JPMORGAN
        CHASE BANK, N.A.

      


      


      By:
        /s/
        PETER LING

      Name:
        Peter
        Ling

      Title:
        Managing
        Director

      


      


      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      WELLS
        FARGO BANK, NATIONAL ASSOCIATION

      


      


      By:
        /s/
        MARK H. HALLDORSON

      Name:
        Mark
        H. Halldorson

      Title:
        Vice
        President

      


      


      By:
        /s/
        ALLISON S. GELFMAN

      Name:
        Allison
        S. Gelfman

      Title:
        Vice
        President

      


      


      


      


      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      UFJ
        BANK
        LIMITED

      


      


      By:
        /s/
        TOSHIKO BOYD

      Name:
        Toshiko
        Boyd

      Title:
        Vice
        President

      


      


      


      


      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      CIBC,
        INC.

      


      


      By:
        /s/
        MICHAEL G. DAVIS

      Name:
        Michael
        G. Davis

      Title:
        Senior
        Vice-President, CIBC, Inc., as agent

      


      


      


      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      KBC
        BANK
        N.V.

      


      


      By:
        /s/
        JEAN-PIERRE DIELS

      Name:
        Jean-Pierre
        Diels

      Title:
        First
        Vice President

      


      


      By:
        /s/
        ERIC RASKIN

      Name:
        Eric
        Raskin

      Title:
        Vice
        President

      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      BANK
        HAPOALIM B.M.

      


      


      By:
        /s/
        JAMES P. SURLESS

      Name:
        James
        P. Surless

      Title:
        Vice
        President

      


      


      By:
        /s/
        CHARLES MCLAUGHLIN

      Name:
        Charles
        McLaughlin

      Title:
        Senior
        Vice President

      


       

      


      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      FIRST
        INTERSTATE BANK

      


      


      By:
        /s/
        SUSAN M. RIPLETT

      Name:
        Susan
        M. Riplett

      Title:
        Vice
        President

      


       

      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      UBS
        LOAN
        FINANCE LLC

      


      


      By:
        /s/
        RICHARD L. TAVROW

      Name:
        Richard
        L. Tavrow

      Title:
        Director

      


      


      By:
        /s/
        TOBA LUMBANTOBING

      Name:
        Toba
        Lumbantobing

      Title:
        Associate
        Director

      


      


      


      


      


      


      


      


      


      


      


      [This
        is
        a signature page to the Centennial Energy Holdings, Inc. 

      Credit
        Agreement]