ex10_1.htm


     

    Exhibit 10.1

     


    


    
      

      

    

     

    


     

    


     

    Unsecured
Credit Agreement

     

    
      
        
          
            	
                    Revolving
      Credit Commitment:

                  	
                    $50,000,000

                  


          

        

      

    

    


     

    Dated
as of March 11, 2009

    


    


    Among


     

    The
Empire District Electric Company

    as
Borrower


     

    and


     

    UMB
Bank, N.A.

    Individually
and as Administrative Agent


     

    and


     

    Bank
of America, N.A.

    Individually
and as Syndication Agent


     

    Wells
Fargo Bank, N.A.

    Individually
and as Documentation Agent


     

    and


     

    The
Other Financial Institutions Party Hereto

    as
Lenders


     

    Arranged
By

     

    UMB
Bank, N.A.

     

    


     

    
      

      

    

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

     

    
      


      Table of
Contents

      


      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    Section
      1.

                  	
                    Definitions

                  	
                    1

                  
	
                    1.1.

                  	
                    Certain
      Definitions

                  	
                    1

                  
	
                    1.2.

                  	
                    Interpretation

                  	
                    7

                  
	
                    Section
      2.

                  	
                    The
      Revolving Credit

                  	
                    7

                  
	
                    2.1.

                  	
                    Loans

                  	
                    7

                  
	
                    2.2.

                  	
                    Revolving
      Credit Commitments

                  	
                    7

                  
	
                    2.3.

                  	
                    Procedure
      For Borrowing on Revolving Credit Notes

                  	
                    8

                  
	
                    Section
      3.

                  	
                    Interest

                  	
                    8

                  
	
                    3.1.

                  	
                    Elections

                  	
                    8

                  
	
                    3.2.

                  	
                    ABR
      Portions

                  	
                    9

                  
	
                    3.3.

                  	
                    LIBOR
      Portions

                  	
                    9

                  
	
                    3.4.

                  	
                    Computation

                  	
                    9

                  
	
                    3.5.

                  	
                    Minimum
      Amounts

                  	
                    9

                  
	
                    3.6.

                  	
                    Manner
      of Rate Selection

                  	
                    9

                  
	
                    3.7.

                  	
                    Lawful
      Rate

                  	
                    10

                  
	
                    3.8.

                  	
                    Schedule
      B

                  	
                    10

                  
	
                    Section
      4.

                  	
                    Fees,
      Prepayments, Terminations and Application of Payments

                  	
                    10

                  
	
                    4.1.

                  	
                    Facility
      Fee

                  	
                    10

                  
	
                    4.2.

                  	
                    Utilization
      Fee

                  	
                    11

                  
	
                    4.3.

                  	
                    Upfront
      Fees

                  	
                    11

                  
	
                    4.4.

                  	
                    Agent’s
      Fee

                  	
                    11

                  
	
                    4.5.

                  	
                    Prepayments.

                  	
                    11

                  
	
                    4.6.

                  	
                    Revolving
      Credit Reductions

                  	
                    12

                  
	
                    4.7.

                  	
                    Place
      and Application of Payments

                  	
                    12

                  
	
                    4.8.

                  	
                    Capital
      Adequacy

                  	
                    12

                  
	
                    Section
      5.

                  	
                    Conditions
      Precedent

                  	
                    12

                  
	
                    5.1.

                  	
                    Initial
      Extension of Revolving Credit

                  	
                    12

                  
	
                    5.2.

                  	
                    Each
      Extension of Revolving Credit Under a Revolving Credit
Note

                  	
                    13

                  
	
                    Section
      6.

                  	
                    Representations
      and Warranties

                  	
                    13

                  
	
                    6.1.

                  	
                    Organization
      and Qualification

                  	
                    14

                  
	
                    6.2.

                  	
                    Subsidiaries

                  	
                    14

                  
	
                    6.3.

                  	
                    Financial
      Reports

                  	
                    14

                  
	
                    6.4.

                  	
                    No
      Material Adverse Change

                  	
                    14

                  
	
                    6.5.

                  	
                    Litigation;
      Tax Returns; Approvals

                  	
                    14

                  
	
                    6.6.

                  	
                    Regulation
      U

                  	
                    14

                  
	
                    6.7.

                  	
                    No
      Default

                  	
                    14

                  
	
                    6.8.

                  	
                    ERISA

                  	
                    15

                  
	
                    6.9.

                  	
                    Full
      Disclosure

                  	
                    15

                  
	
                    6.10.

                  	
                    Corporate
      Authority and Validity of Obligations

                  	
                    15

                  
	
                    6.11.

                  	
                    No
      Default Under Other Agreements

                  	
                    15

                  
	
                    6.12.

                  	
                    Status
      Under Certain Laws

                  	
                    15

                  
	
                    6.13.

                  	
                    Compliance
      with Laws

                  	
                    15

                  
	
                    6.14.

                  	
                    Ownership
      of Property

                  	
                    16

                  
	
                    6.15.

                  	
                    Solvency

                  	
                    16

                  
	
                    6.16.

                  	
                    Pari
      Passu

                  	
                    16

                  
	
                    Section
      7.

                  	
                    Covenants

                  	
                    16

                  
	
                    7.1.

                  	
                    Maintenance
      of Property

                  	
                    16

                  
	
                    7.2.

                  	
                    Taxes

                  	
                    16

                  
	
                    7.3.

                  	
                    Maintenance
      of Insurance

                  	
                    16

                  
	
                    7.4.

                  	
                    Financial
      Reports

                  	
                    16

                  
	
                    7.5.

                  	
                    Inspection

                  	
                    17

                  
	
                    7.6.

                  	
                    Consolidation,
      Merger and Sale of Assets

                  	
                    17

                  


          

        

      


      
        
           


        

        
          i 


          
            

          

        

        
           


        

      


      


      Table of
Contents

      (continued)

      


      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    7.7.

                  	
                    Liens

                  	
                    17

                  
	
                    7.8.

                  	
                    Notice
      of Suit or Material Adverse Change in Business or Default

                  	
                    19

                  
	
                    7.9.

                  	
                    ERISA

                  	
                    19

                  
	
                    7.10.

                  	
                    Use
      of Proceeds

                  	
                    19

                  
	
                    7.11.

                  	
                    Compliance
      with Laws

                  	
                    19

                  
	
                    7.12.

                  	
                    Fiscal
      Year

                  	
                    19

                  
	
                    7.13.

                  	
                    Maintenance
      of Existence

                  	
                    19

                  
	
                    7.14.

                  	
                    Maximum
      Total Indebtedness to Total Capitalization Ratio

                  	
                    19

                  
	
                    7.15.

                  	
                    Minimum
      Interest Coverage Ratio

                  	
                    20

                  
	
                    7.16.

                  	
                    Acquisitions

                  	
                    20

                  
	
                    7.17.

                  	
                    Patriot
      Act

                  	
                    20

                  
	
                    Section
      8.

                  	
                    Events
      of Default and Remedies

                  	
                    20

                  
	
                    8.1.

                  	
                    Events
      of Default

                  	
                    20

                  
	
                    8.2.

                  	
                    Remedies
      for Non-Bankruptcy Defaults

                  	
                    22

                  
	
                    8.3.

                  	
                    Remedies
      for Bankruptcy Defaults

                  	
                    22

                  
	
                    Section
      9.

                  	
                    Change
      in Circumstances Regarding LIBOR Portions

                  	
                    22

                  
	
                    9.1.

                  	
                    Change
      of Law

                  	
                    22

                  
	
                    9.2.

                  	
                    Unavailability
      of Deposits or Inability to Ascertain the Adjusted LIBOR
    Rate

                  	
                    22

                  
	
                    9.3.

                  	
                    Taxes
      and Increased Costs

                  	
                    23

                  
	
                    9.4.

                  	
                    Funding
      Indemnity

                  	
                    24

                  
	
                    9.5.

                  	
                    Discretion
      of Bank as to Manner of Funding

                  	
                    24

                  
	
                    Section
      10.

                  	
                    The
      Administrative Agent

                  	
                    24

                  
	
                    10.1.

                  	
                    Appointment
      and Powers

                  	
                    24

                  
	
                    10.2.

                  	
                    Powers

                  	
                    24

                  
	
                    10.3.

                  	
                    General
      Immunity

                  	
                    24

                  
	
                    10.4.

                  	
                    No
      Responsibility for Loans, Recitals, etc

                  	
                    25

                  
	
                    10.5.

                  	
                    Right
      to Indemnity

                  	
                    25

                  
	
                    10.6.

                  	
                    Action
      Upon Instructions of Required Banks

                  	
                    25

                  
	
                    10.7.

                  	
                    Employment
      of Agents and Counsel

                  	
                    25

                  
	
                    10.8.

                  	
                    Reliance
      on Documents; Counsel

                  	
                    25

                  
	
                    10.9.

                  	
                    May
      Treat Payee as Owner

                  	
                    25

                  
	
                    10.10.

                  	
                    Agent’s
      Reimbursement

                  	
                    25

                  
	
                    10.11.

                  	
                    Rights
      as a Bank

                  	
                    26

                  
	
                    10.12.

                  	
                    Bank
      Revolving Credit Decision

                  	
                    26

                  
	
                    10.13.

                  	
                    Resignation
      of Agent

                  	
                    26

                  
	
                    10.14.

                  	
                    Duration
      of Agency

                  	
                    26

                  
	
                    Section
      11.

                  	
                    Miscellaneous

                  	
                    26

                  
	
                    11.1.

                  	
                    Amendments
      and Waivers

                  	
                    26

                  
	
                    11.2.

                  	
                    Waiver
      of Rights

                  	
                    27

                  
	
                    11.3.

                  	
                    Several
      Obligations

                  	
                    27

                  
	
                    11.4.

                  	
                    Non-Business
      Day

                  	
                    27

                  
	
                    11.5.

                  	
                    Documentary
      Taxes

                  	
                    27

                  
	
                    11.6.

                  	
                    Representations

                  	
                    28

                  
	
                    11.7.

                  	
                    Notices

                  	
                    28

                  
	
                    11.8.

                  	
                    Costs
      and Expenses; Indemnity

                  	
                    28

                  
	
                    11.9.

                  	
                    Counterparts

                  	
                    28

                  
	
                    11.10.

                  	
                    Successors
      and Assigns; Governing Law; Entire Agreement

                  	
                    28

                  
	
                    11.11.

                  	
                    No
      Joint Venture

                  	
                    29

                  
	
                    11.12.

                  	
                    Severability

                  	
                    29

                  
	
                    11.13.

                  	
                    Table
      of Contents and Headings

                  	
                    29

                  
	
                    11.14.

                  	
                    Sharing
      of Payments

                  	
                    29

                  
	
                    11.15.

                  	
                    Jurisdiction;
      Venue; Waiver of Jury Trial

                  	
                    29

                  


          

        

      


      
        
           


        

        
          ii 


          
            

          

        

        
           


        

      


      


      Table of
Contents

      (continued)

      


      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    11.16.

                  	
                    Participants

                  	
                    29

                  
	
                    11.17.

                  	
                    Assignment
      Agreements

                  	
                    30

                  
	
                    11.18.

                  	
                    Withholding
      Taxes.

                  	
                    31

                  
	
                    11.19.

                  	
                    Confidentiality

                  	
                    32

                  
	
                    11.20.

                  	
                    Register

                  	
                    33

                  
	
                    11.21.

                  	
                    SPCs

                  	
                    33

                  
	
                    11.22.

                  	
                    Facsimile
      Signatures

                  	
                    34

                  
	
                    11.23.

                  	
                    Defaulting
      Bank

                  	
                    34

                  
	
                    11.24.

                  	
                    COMPLIANCE
      WITH MO. REV. STAT. SECTION 432.047

                  	
                    34

                  


          

        

      

      


      Exhibits

      


      A          Revolving
Credit Note

      B           Pricing
Schedule

      C           Subsidiaries
of the Company

      D-1       Company’s
Kansas Counsel’s Opinion

      D-2       Company’s
Missouri Counsel’s Opinion

      E           Quarterly
Compliance Certificate

      F           Existing
Liens

      


       

       

    

     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

     

    
 

    The
Empire District Electric Company


     

    Unsecured
Credit Agreement

     

    March 11,
2009

     

    UMB Bank,
N.A.

    Kansas
City, Missouri

    


    Bank of
America, N.A.

    St.
Louis, Missouri

    


    The Other
Financial Institutions Party Hereto

    


    This
Unsecured Credit Agreement (“Agreement”) between the parties hereto is made as
of this 11th day of
March, 2009.

     

    The
undersigned, The Empire District Electric Company, a Kansas corporation (the
“Company”) hereby applies to you for your several commitments, subject to all
the terms and conditions hereof and on the basis of representations and
warranties hereinafter set forth, to make an unsecured revolving credit
(“Revolving Credit”) available to the Company, all as more fully set forth
herein.  Each of you is hereinafter referred to individually as “Bank”
and collectively as “Banks.”  UMB Bank, N.A., in its individual
capacity is sometimes referred to herein as “UMB”, and in its capacity as
Administrative Agent for the Banks is hereinafter in such capacity referred to
as the “Agent”.  Bank of America, N.A. is also sometimes referred to
herein as “Syndication Agent” and Wells Fargo Bank, N.A. is also sometimes
referred to herein as “Documentation Agent.”  All capitalized terms
not defined in the text of this Agreement are defined in Section 1
hereof.

     

    
      SECTION
1.  Definitions.

    

     

    1.1. Certain
Definitions.  The terms hereinafter set forth when used herein
shall have the following meanings:

     

    “ABR”
means a fluctuating rate of interest equal to the higher of (a) the Prime Rate
or (b) the sum of the Federal Funds Effective Rate most recently determined by
the Agent, plus one-half percent (1/2%) per annum; provided, however, in no
event shall the ABR used to calculate the applicable interest rate for any ABR
Portion be less than 3.75% at any time.

     

    “ABR
Portion” shall have the meaning specified in Section 3.1 hereof.

     

    “Adjusted
LIBOR Rate” means a rate per annum determined pursuant to the following
formula:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Adjusted
      LIBOR Rate =

                                    	 	
                                      LIBOR  Rate                  

                                    	 
	 
      	 	
                                      1 –
      Reserve Percentage

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    provided,
however, in no event shall the Adjusted LIBOR Rate used to calculate the
applicable interest rate for any LIBOR Portion be less than 2.10% at any
time.

     

    “Affiliate”
shall mean, for any Person, any other Person that directly or indirectly
controls, or is under common control with, or is controlled by, such
Person.  As used in this definition, “control” means the power,
directly or indirectly, to direct or cause the direction of management or
policies of a Person (through ownership of voting securities, by
contract

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    or
otherwise), provided that, in any event for purposes of this definition any
Person that owns directly or indirectly securities having ten percent (10%) or
more of the ordinary voting power for the election of directors of a corporation
or ten percent (10%) or more of the partnership or other ownership interests of
any other Person will be deemed to control such corporation or other
Person.

     

    “Agent”
shall have the meaning specified in the first paragraph of this
Agreement.

     

    “Agreement”
shall mean this Unsecured Credit Agreement as may be supplemented and amended
from time to time.

     

    “Applicable
Margin” shall mean on any date, (a) when used to determine the interest payable
on Loans comprising any LIBOR Portion or ABR Portion, the applicable number of
basis points set forth in the Pricing Schedule attached hereto as Exhibit B
and incorporated herein by reference under the heading for “Applicable Margin
for LIBOR Portions” or “Applicable Margin for ABR Portions,” as the case may be,
and (b) when used to determine the Facility Fee and the Utilization Fee, the
applicable number of basis points set forth in such Pricing Schedule under such
respective titles.

     

    “Bank”
and “Banks” shall have the meanings specified in the first paragraph of this
Agreement.

     

    “Borrowing”
shall have the meaning set forth in Section 2.2 hereof.

     

    “Business
Day” shall mean any day, except Saturday or Sunday, on which banks are open for
business in Kansas City, Missouri or Chicago, Illinois, and, with respect to
LIBOR Portions, dealing in United States dollar deposits in London,
England.

     

    “Change
of Control” shall mean the occurrence after the date of this Agreement
of:  (i) any Person, or two or more Persons acting in concert,
acquiring beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of securities of the Company (or other
securities convertible into such securities) representing greater than
thirty-three and one-third percent (331⁄3%) of the combined voting power of all
securities of the Company entitled to vote in the election of directors; or (ii)
any Person, or two or more Persons acting in concert, acquiring by contract or
otherwise, or entering into a contract or arrangement which, upon consummation,
will result in its or their acquisition of, or control over, securities of the
Company (or other securities convertible into such securities) representing
greater than thirty-three and one-third percent (331⁄3%) of the combined voting
power of all securities of the Company entitled to vote in the election of
directors.

     

    “Closing
Date” shall mean March 11, 2009, or such other date as may be agreed upon by the
Agent and the Borrower.

     

    “Commitment”
shall mean a Revolving Credit Commitment of any Bank.

     

    “Commitment
Percentage” shall mean a Revolving Credit Commitment Percentage.

     

    “Credit
Termination Date” shall have the meaning set forth in Section 2.1
hereof.

     

    “Defaulting
Bank” shall mean any Bank that (a) fails to fund its portion of Loans to the
Borrower, (b) fails to pay any other amount required under the Agreement, (c)
has become insolvent or whose holding company or any affiliate has become
insolvent, or (d) has defaulted under other syndicated credit
facilities.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


     

    “Documentation
Agent” shall mean Wells Fargo Bank, N.A.

     

    “EBITDA”
means, with reference to any period, Net Income for such period plus all amounts
deducted in arriving at such Net Income amount in respect of (a) Interest
Charges for such period, plus (b) foreign, federal, state and local income taxes
of the Company, and its Subsidiaries paid or accrued for such period, plus
(c) all amounts properly charged by the Company and its Subsidiaries for
depreciation and amortization of intangible assets during such
period.

     

    “Effective
Date” shall mean the later of (i) the Closing Date or (ii) if required, the date
as of which the Company receives the approval of the Kansas Corporation
Commission to enter into this Agreement.

     

    “Environmental
Laws” shall mean all federal, state and local environmental, health and safety
statutes and regulations, including without limitation all statutes and
regulations establishing quality criteria and standards for air, water, land and
toxic or hazardous wastes and substances.

     

    “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     

    “Event of
Default” shall mean any event or condition identified as such in
Section 8.1 hereof.

     

    “Exposure”
shall mean, as to any Bank, the sum of such Bank’s (a) unused Revolving
Credit Commitment and (b) all outstanding Loans, if any.

     

    “Federal
Funds Effective Rate” shall mean 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, as
published for such day by the Federal Reserve Bank of New York, or if such rate
is not so published for such day, the average of the quotations for such day on
such transactions received by the Agent from three (3) federal funds brokers of
recognized standing selected by it.

     

    “GAAP”
shall mean generally accepted accounting principles as in effect on the date
hereof applied by the Company on a basis consistent with the preparation of the
Audit Report referred to in Section 6.3 hereof.

     

    “Granting
Bank” shall have the meaning set forth in Section 11.21.

     

    “Indebtedness”
shall mean as of any time the same is to be determined, the aggregate
of:

     

    (a) all
indebtedness with respect to borrowed money;

     

    (b) all
reimbursement and other obligations with respect to letters of credit, banker’s
acceptances, customer advances and other extensions of credit whether or not
representing obligations for borrowed money;

     

    (c) the
aggregate amount of capitalized lease obligations;

     

    (d) all
indebtedness secured by any lien or any security interest on any Property,
whether or not the same would be classified as a liability on a balance
sheet;

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


     

    (e) all
indebtedness representing the deferred purchase price of Property, but excluding
all trade payables incurred in the ordinary course of business; and

     

    (f) all
guaranties, endorsements (other than any liability arising out of the
endorsement of items for deposit or collection in the ordinary course of
business) and other contingent obligations in respect of, or any obligations to
purchase or otherwise acquire, any of the foregoing.

     

    Indebtedness
of the Company shall be computed and determined, without duplication, on a
consolidated basis for the Company and its Subsidiaries after the elimination of
intercompany items in accordance with GAAP.

     

    “Interest
Charges” shall mean, with reference to any period, the sum of all interest
charges (including imputed interest charges with respect to capitalized lease
obligations, all amortization of debt discount and expense) of the Company and
its Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP.

     

    “Interest
Coverage Ratio” shall mean, as of any time the same is to be determined, the
ratio of (a) consolidated EBITDA for the most recent four (4) fiscal quarters
then ended to (b) consolidated Interest Charges for such four (4) fiscal
quarters.

     

    “Interest
Period” shall mean (a) with respect to any LIBOR Portion, the period used for
the computation of interest commencing on the date the relevant LIBOR Portion is
made, continued or effected by conversion and concluding on the date one (1) or
two (2) months thereafter as selected by the Company in its notice as provided
herein; provided that all of the foregoing provisions relating to Interest
Periods are subject to the following:

     

    (a) if any
Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period shall be extended to the next succeeding Business Day, unless in
the case of an Interest Period for a LIBOR Portion the result of such extension
would be to carry such Interest Period into another calendar month in which
event such Interest Period shall end on the immediately preceding Business
Day;

     

    (b) no
Interest Period may extend beyond the Credit Termination Date;

     

    (c) the
interest rate to be applicable to each LIBOR Portion for each Interest Period
shall apply from and including the first day of such Interest Period to but
excluding the last day thereof; and

     

    (d) no
Interest Period may be selected if after giving effect thereto the Company will
be unable to make a principal payment scheduled to be made during such Interest
Period without paying part of a LIBOR Portion on a date other than the last day
of the Interest Period applicable thereto.

     

    For
purposes of determining an Interest Period, a month means a period starting on
one day in a calendar month and ending on a numerically corresponding day in the
next calendar month; provided,
however, if an Interest Period begins on the last day of a month or if
there is no numerically corresponding day in the month in which an Interest
Period is to end, then such Interest Period shall end on the last Business Day
of such month.

     

    “LIBOR
Index Rate” shall mean, for any Interest Period applicable to a LIBOR Portion,
the rate per annum (rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a
period comparable to

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    such
Interest Period, which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m.
(London, England time) on the day two (2) Business Days before the commencement
of such Interest Period.

     

    “LIBOR
Portion” shall have the meaning specified in Section 3.1 hereof.

     

    “LIBOR
Rate” shall mean for each Interest Period applicable to a LIBOR Portion,
(a) the LIBOR Index Rate for such Interest Period, if such rate is
available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic
average of the rates of interest per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately
available funds are offered to the Agent at 11:00 a.m. (London, England time)
two (2) Business Days before the beginning of such Interest Period by three
(3) or more major banks in the London interbank market selected by the
Agent for a period equal to such Interest Period and in an amount equal or
comparable to the principal amount of the LIBOR Portion scheduled to be made by
the Agent during such Interest Period.

     

    “Loan”
shall mean a Revolving Credit Loan and “Loans” shall mean any two or more of the
foregoing.

     

    “Loan
Documents” shall mean this Agreement and any and all exhibits hereto, each Note,
and any and all other agreements, instruments and documents heretofore or
hereafter executed and delivered to or in favor of and for the benefit of the
Agent and the Banks, or any of them, in connection with the Loans made and the
transactions contemplated under this Agreement, as the same may be amended,
revised, amended and restated, replaced, supplemented or otherwise modified from
time to time.

     

    “Material
Adverse Effect” shall have the meaning specified in Section 6.1
hereof.

     

    “Mortgage”
shall have the meaning specified in Section 7.7(i) hereof.

     

    “Net
Income” shall mean, with reference to any period, the net income (or net loss)
of the Company and its Subsidiaries for such period as computed on a
consolidated basis in accordance with GAAP.

     

    “Note”
shall mean a Revolving Credit Note and all renewals, modifications and
extensions thereof and replacements and substitutions therefore and “Notes”
shall mean any two or more of the foregoing.

     

    “PBGC”
shall mean the Pension Benefit Guaranty Corporation.

     

    “Person”
shall mean and include any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association, corporation,
institution, entity, party or government (whether federal, state, county, city,
municipal, or otherwise, including, without limitation, any instrumentality,
division, agency, body or department thereof).

     

    “Plan”
shall mean any employee benefit plan covering any officers or employees of the
Company or any Subsidiary, any benefits of which are, or are required to be,
guaranteed by the PBGC.

     

    “Pricing
Schedule” shall have the meaning as set forth in Section 3.8
hereof.

     

    “Prime
Rate” means for any day the rate of interest announced by UMB from time to time
as its prime commercial rate in effect on such day, with any change in the Prime
Rate resulting from a change in said prime commercial rate to be effective as of
the date of the

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    relevant
change in said prime commercial rate, such rate not necessarily being the lowest
rate charged by UMB to any customer.

     

    “Property”
shall mean all assets and properties of any nature whatsoever, whether real or
personal, tangible or intangible, including, without limitation, intellectual
property.

     

    “Quarterly
Compliance Certificate” shall have the meaning set forth in Section 7.4(c)
hereof.

     

    “Register”
shall have the meaning specified in Section 11.20 hereof.

     

    “Required
Banks” shall mean any Bank or Banks which in the aggregate hold at least
sixty-six and two-thirds percent (662⁄3%) of the Total Exposure.

     

    “Reserve
Percentage” means the daily arithmetic average maximum rate, expressed as a
decimal, at which reserves (including, without limitation, any supplemental,
marginal and emergency reserves) are imposed on members banks of the Federal
Reserve System during the applicable Interest Period by the Board of Governors
of the Federal Reserve System (or any successor) under Regulation D on
“eurocurrency liabilities” (as such term is defined in Regulation D), subject to
any amendments of such reserve requirement by such Board or its successor,
taking into account any transitional adjustments thereto.  For
purposes of this definition, the LIBOR Portions shall be deemed to be
eurocurrency liabilities as defined in Regulation D without benefit or credit
for any prorations, exemptions or offsets under Regulation D.

     

    “Revolving
Credit” shall have the meaning specified in the first paragraph of this
Agreement.

     

    “Revolving
Credit Commitment” and “Revolving Credit Commitments” shall have the meanings
specified in Section 2.2 hereof.

     

    “Revolving
Credit Commitment Percentage” shall have the meaning specified in Section 2.2
hereof.

     

    “Revolving
Credit Loan” and “Revolving Credit Loans” shall have the meanings specified in
Section 2.1 hereof.

     

    “Revolving
Credit Note” or “Revolving Credit Notes” shall have the meanings specified in
Section 2.2 hereof.

     

    “SPC”
shall have the meaning set forth in Section 11.21.

     

    “Subsidiary”
shall mean, for any Person, any corporation or other entity of which more than
fifty percent (50%) of the outstanding stock or comparable equity interests
having ordinary voting power for the election of the Board of Directors of such
corporation or similar governing body in the case of a non-corporate entity
(irrespective of whether or not, at the time, stock or other equity interests of
any other class or classes of such corporation or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time directly or indirectly owned by such Person or by one or more of its
Subsidiaries.

     

    “Syndication
Agent” means Bank of America, N.A.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


     

    “Total
Assets” means all assets of the Company as shown on its most recent quarterly or
annual consolidated balance sheet, as determined in accordance with
GAAP.

     

    “Total
Exposure” shall mean the aggregate Exposure for all Banks.

     

    “UMB”
shall have the meaning specified in the first paragraph of this
Agreement.

     

    1.2. Interpretation.  Capitalized
terms defined elsewhere in this Agreement shall, unless otherwise specified,
have the meanings so ascribed to them in all provisions of this
Agreement.  The foregoing definitions are equally applicable to both
the singular and plural forms of the terms defined.  All references to
time of day herein are references to Kansas City, Missouri time unless otherwise
specifically provided.  Where the character or amount of any asset or
liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the
purposes of this Agreement, it shall be done in accordance with GAAP except
where such principles are inconsistent with the specific provisions of this
Agreement.

     

    
      SECTION
2.  The
Revolving Credit.

    

     

    2.1. Loans.  Subject to
all of the terms and conditions hereof, the Banks agree to extend the Revolving
Credit to the Company of up to Fifty Million Dollars ($50,000,000) which may be
borrowed by the Company in its discretion from time to time, be repaid and
borrowed again (“Revolving Credit Loans”), during the period from the Closing
Date to and including July 15, 2010 (the “Credit Termination
Date”).  The aggregate amount of the Revolving Credit Loans
outstanding at any one time shall not exceed the Revolving Credit Commitments,
as in effect from time to time.

     

    2.2. Revolving Credit
Commitments.  The respective maximum aggregate principal
amounts of the Revolving Credit (which is subject to reduction pursuant to
Section 4.6 hereof) at any one time outstanding and the percentage of the
Revolving Credit available at any time which each Bank agrees to make available
to the Company (its “Revolving Credit Commitment Percentage”) are as follows
(collectively, the “Revolving Credit Commitments” and individually, a “Revolving
Credit Commitment”):

     

    
      
        
          
            
              
                
                  	
                          Revolving
      Credit Commitments

                        
	 
	
                          UMB
      Bank, N.A.

                        	
                          $12,500,000

                        	
                          25%

                        
	 	 	 
	
                          Bank
      of America, N.A.

                        	
                          $12,500,000

                        	
                          25%

                        
	 	 	 
	
                          Wells
      Fargo Bank, N.A.

                        	
                          $12,500,000

                        	
                          25%

                        
	 	 	 
	
                          Arvest
      Bank

                        	
                          $12,500,000

                        	
                          25%

                        
	 
      	 
      	 
      
	
                          TOTAL

                        	
                          $50,000,000

                        	
                          100.00%

                        


                

              

            

          

        

      

    

    


    The
obligations of the Banks hereunder are several and not joint and no Bank shall
under any circumstances be obligated to extend credit under the Revolving Credit
in excess of its Revolving Credit Commitment or its applicable Commitment
Percentage of credit outstanding under the Revolving Credit.

     

    All Loans
made by the Banks on the same date are hereinafter referred to as a
“Borrowing.”  Each Borrowing on a Revolving Credit Loan shall be in a
minimum amount as provided in Section 3.5 hereof and each Borrowing shall
be made pro rata by the Banks in accordance with their respective applicable
Commitment Percentages.  All Loans made by each Bank shall be
evidenced

     


    
      
         


      

      
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    by a
Revolving Credit Note of the Company (individually a “Revolving Credit Note” and
collectively the “Revolving Credit Notes”) payable to the order of such Bank in
the amount of its Revolving Credit Commitment, each Revolving Credit Note to be
in the form (with appropriate insertions) attached hereto as Exhibit
A.  Without regard to the face principal amount of each Note, the
actual principal amount at any time outstanding and owing by the Company on
account thereof during the period ending on the Credit Termination Date shall be
the sum of all advances then or theretofore made thereon less all principal
payments actually received thereon during such period.

     

    2.3. Procedure For Borrowing on Revolving
Credit Notes.  The Company shall notify the Agent (which may be
written or oral, but which must be given prior to 11:00 a.m. (Kansas City time))
of the date (which may, subject to the immediately preceding parenthetical and
Section 3 hereof, be the date on which such notice is given) upon which it
requests that any advance be made to it under the Revolving Credit Commitments,
and the Agent shall promptly (but in any event not later than 2:00 p.m. Kansas
City time) notify each Bank in writing of its receipt of each such
notice.  Subject to all of the terms and conditions hereof, each Bank
shall make available to the Agent its share of each advance, and the proceeds of
each advance, to the extent received by the Agent from the Banks, shall be made
available to the Company at the office of the Agent in Kansas City and in funds
there current.  Each Loan from each Bank shall initially constitute
part of an ABR Portion except to the extent the Company has otherwise timely
elected a LIBOR Portion, all as provided in Section 3
hereof.  Unless the Agent shall have been notified by a Bank prior to
the date a Loan is to be made by such Bank hereunder that such Bank does not
intend to make its pro rata share of such Loan available to the Agent, the Agent
may assume that such Bank has made such share available to the Agent on such
date and the Agent may in reliance upon such assumption (but shall not be
required to) make available to the Company a corresponding amount.  If
such corresponding amount is not in fact made available to the Agent by such
Bank and the Agent has made such amount available to the Company such Bank shall
be deemed to be a Defaulting Bank and the Agent shall be entitled to receive
such amount from such Defaulting Bank forthwith upon its demand (or, if such
Defaulting Bank fails to pay such amount forthwith upon such demand, to recover
such amount, together with interest thereon at the rate otherwise applicable
thereto under Section 3 hereof, from the Company and if not paid by the
Company, the Agent shall have a priority right to set off such amount together
with interest thereon against any repayment of the Loans which are due the
Defaulting Bank), together with interest thereon in respect of each day during
the period commencing on the date such amount was made available to the Company
and ending on but excluding the date the Agent recovers such amount at the
Federal Funds Effective Rate for each day as determined by the Agent (or in the
case of a day which is not a Business Day, then for the preceding Business
Day).  Nothing in this Section 2.3 shall be deemed to permit any
Bank to breach its obligations to make Loans under this Agreement or to limit
the Company’s claims against any Bank for such breach.

     

    
      SECTION
3.  Interest.

    

     

    3.1. Elections.  Subject
to all of the terms and conditions of this Section 3, portions of the principal
indebtedness evidenced by the Notes (all of the indebtedness evidenced by the
Notes bearing interest at the same rate for the same period of time being
hereinafter referred to as a “Portion”) may, at the election of the Company,
bear interest with reference to the ABR (the “ABR Portions”) or with reference
to the Adjusted LIBOR Rate (“LIBOR Portions”), and Portions may be converted
from time to time from one basis to the other.  All of the
indebtedness evidenced by the Notes which is not part of a LIBOR Portion shall
constitute a single ABR Portion.  All of the indebtedness evidenced by
the Notes which bears interest with reference to a particular Adjusted LIBOR
Rate for a particular Interest Period shall constitute a single LIBOR
Portion.  The Company promises to pay interest on each Portion at the
rates and times specified in this Section 3.  Each Bank holding a Note
shall have a ratable interest in each Portion evidenced thereby.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


     

    3.2. ABR Portions.  Each
ABR Portion shall bear interest (which the Company promises to pay at the times
herein provided), at the rate per annum equal to the ABR as in effect from time
to time plus the Applicable Margin, as determined from time to time under the
Pricing Schedule set forth in Exhibit B attached hereto and hereby incorporated
by reference, provided that upon the occurrence of an Event of Default hereunder
such Portion shall, upon written notice from the Agent, bear interest (which the
Company promises to pay at the times hereinafter provided), whether before or
after judgment, for the period from the date such Event of Default occurred and
during the continuation thereof, at the rate per annum determined by adding two
percent (2%) to the interest rate which would otherwise be applicable thereto
from time to time.  Interest on the ABR Portions shall be payable in
arrears on the last day of each calendar quarter in each year, upon prepayment
of any ABR Portion and at maturity of the applicable Notes and default interest
shall be due and payable upon demand.

     

    3.3. LIBOR
Portions.  Each LIBOR Portion shall bear interest (which the
Company promises to pay at the times herein provided) for each Interest Period
selected therefor at a rate per annum equal to the Adjusted LIBOR Rate for such
Interest Period plus the Applicable Margin, as determined from time to time
under the Pricing Schedule set forth in Exhibit B attached hereto, provided that
upon the occurrence of an Event of Default hereunder such Portion shall, upon
written notice from the Agent, bear interest (which the Company promises to pay
at the times hereinafter provided) whether before or after judgment, for the
period from the date such Event of Default occurred and during the continuation
thereof, through the end of the Interest Period then applicable thereto at the
rate per annum determined by adding two percent (2%) to the interest rate
otherwise applicable thereto, and effective at the end of such Interest Period
such LIBOR Portion shall automatically be converted into and added to the
applicable ABR Portion and shall thereafter bear interest at the interest rate
applicable to the applicable ABR Portion after default.  Interest on
each LIBOR Portion shall be due and payable on the last day of each Interest
Period applicable thereto and, at maturity of the applicable Notes, and default
interest shall be due and payable upon demand.  The Company shall
notify the Agent on or before 11:00 a.m. (Kansas City time) on the third
Business Day preceding the end of an Interest Period applicable to a LIBOR
Portion whether such LIBOR Portion (or any portion thereof) is to continue as a
LIBOR Portion, in which event the Company shall notify the Agent of the new
Interest Period selected therefor, and in the event the Company shall fail to so
notify the Agent, such LIBOR Portion shall automatically be converted into and
added to the applicable ABR Portion as of and on the last day of such Interest
Period.  The Agent shall promptly notify each Bank of each notice
received from the Company pursuant to the foregoing
provisions.  Anything contained herein to the contrary
notwithstanding, the obligation of the Banks to create, continue or effect by
conversion any LIBOR Portion shall be conditioned upon the fact that at such
time no Event of Default shall have occurred and be continuing.

     

    3.4. Computation.  Interest
on the LIBOR Portions and all fees, charges and commissions due hereunder shall
be computed on the basis of a year of three hundred sixty (360) days for the
actual number of days elapsed.  All other interest on the Notes shall
be computed on the basis of a year of 365/366 days for the actual number of days
elapsed unless otherwise specifically provided in this Agreement.

     

    3.5. Minimum
Amounts.  Each ABR Portion evidenced by Revolving Credit Notes
shall be in a minimum amount of $1,000,000 or such greater amount which is an
integral multiple of $250,000.  Each LIBOR Portion evidenced by
Revolving Credit Notes shall be in a minimum amount of $5,000,000 or such
greater amount which is an integral multiple of $1,000,000.

     

    3.6. Manner of Rate
Selection.  The Company shall notify the Agent by
11:00 a.m. (Kansas City time) at least three (3) Business Days prior to the
date upon which it requests that any LIBOR Portion be created or continued or
that any part of a ABR Portion be converted into a LIBOR Portion (such notice to
specify in each instance the amount thereof and the Interest Period selected
therefor) and the Agent shall promptly advise each Bank of each such
notice.  If any request

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    is made
to convert a LIBOR Portion into an ABR Portion, such conversion shall only be
made so as to become effective as of the last day of the Interest Period
applicable thereto.  All requests for the creation, continuance or
conversion of Portions under this Agreement shall be
irrevocable.  Such requests may be written or oral and the Agent is
hereby authorized to honor telephonic requests for creations, continuances and
conversions received by it from any person purporting to be a person authorized
to act on behalf of the Company hereunder, the Company hereby indemnifying the
Agent and the Banks from any liability or loss ensuing from so
acting.

     

    3.7. Lawful Rate.  All
agreements between the Company, the Agent and each of the Banks, whether now
existing or hereafter arising and whether written or oral, are expressly limited
so that in no event whatsoever, whether by reason of demand or acceleration of
the maturity of any of the indebtedness hereunder or otherwise, shall the amount
contracted for, charged, received, reserved, paid or agreed to be paid to the
Agent or each Bank for the use, forbearance, or detention of the funds advanced
hereunder or otherwise, or for the performance or payment of any covenant or
obligation contained in any Loan Document, exceed the highest lawful rate
permissible under applicable law (the “Highest Lawful Rate”), it being the
intent of the Company, the Agent and each of the Banks in the execution hereof
and of the Loan Documents to contract in strict accordance with any applicable
usury laws, if any.  If, as a result of any circumstances whatsoever,
performance by the Company of any provision hereof or of any of such documents,
at the time performance of such provision shall be due, shall involve exceeding
the limits of applicable usury laws or result in the Agent or any Bank having or
being deemed to have contracted for, charged, reserved or received interest (or
amounts deemed to be interest) in excess of the maximum, lawful rate or amount
of interest allowed by applicable law to be so contracted for, charged, reserved
or received by the Agent or such Bank, then the obligation to be performed by
the Company shall be reduced to the legal limit of such performance, and if,
from any such circumstance, the Agent or such Bank shall ever receive interest
or anything of value which might be deemed interest under applicable law which
would exceed the Highest Lawful Rate, such amount which would be unlawful
interest shall be refunded to the Company or, if permitted by applicable law and
such unlawful interest does not exceed the unpaid principal balance of the Notes
and the amounts owing on other obligations of the Company to the Agent or any
Bank under any Loan Document such unlawful interest may be applied to the
reduction of the principal amount owing on the Notes or the amounts owing on
other obligations of the Company to the Agent or any Bank under any Loan
Document.  All interest paid or agreed to be paid to the Agent or any
Bank shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full period of the indebtedness hereunder
until payment in full of the principal of the indebtedness hereunder (including
the period of any renewal or extension thereof) so that the interest on account
of the indebtedness hereunder for such full period shall not exceed the highest
amount permitted by applicable law.  This Section 3.7 shall control
all agreements between the Company, the Agent and the Banks.

     

    3.8. Schedule B.  The
Company shall be responsible to promptly give written notice to the Agent of any
change in its Moody’s Rating or its Standard & Poors’ Rating for purposes of
the Agent determining the Applicable Margins pursuant to the Pricing Schedule
set forth in Exhibit B attached hereto (the “Pricing Schedule”).

     

    
      SECTION
4.  Fees,
Prepayments, Terminations and Application of Payments.

    

     

    4.1. Facility Fee.  For
the period from the Effective Date to and including the Credit Termination Date,
or such earlier date on which the Revolving Credit is terminated in whole
pursuant to Section 4.6 or any other provision hereof, the Company shall pay to
the Agent for the account of the Banks, a facility fee with respect to the
Revolving Credit at the rate per annum as determined from time to time under the
Pricing Schedule set forth in Exhibit B attached hereto, multiplied by the
aggregate amount of all of the Revolving Credit Commitments (calculated in each
case after giving effect to any reductions thereof as specified in Section 4.6
hereof and as if no Loans are outstanding hereunder).  Such fee shall
be payable in arrears on the last day of each July,

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    October,
January and April, and on the Credit Termination Date, unless the Revolving
Credit is terminated in whole on an earlier date, in which event the fees for
the period from the date of the last payment made pursuant to this Section 4.1
through the effective date of such termination in whole shall be paid on the
date of such earlier termination in whole.

     

    4.2. Utilization
Fee.  For the period from the Effective Date to and including
the Credit Termination Date, or such earlier date on which the Revolving Credit
is terminated in whole pursuant to Section 4.6 or any other provision
hereof, the Company shall pay to the Agent for the account of the Banks a
utilization fee with respect to the Revolving Credit at the rate per annum as
determined from time to time under the Pricing Schedule set forth in Exhibit B
attached hereto, multiplied by the aggregate amount of all of the Revolving
Credit Commitments (calculated after giving effect to any reductions thereof as
specified in Section 4.6 hereof and as if no Loans are outstanding hereunder) on
any date on which the outstanding Loans for all the Banks are greater than
thirty-three percent (33%) of the total Commitments.  Such fee shall
be payable in arrears on the last day of each July, October, January and April,
and on the Credit Termination Date, unless the Revolving Credit is terminated in
whole on an earlier date, in which event the fees for the period from the date
of the last payment made pursuant to this Section 4.2 through the effective date
of such termination in whole shall be paid on the date of such earlier
termination in whole.

     

    4.3. Upfront Fees.  On
the Effective Date, the Borrower shall pay to the Administrative Agent, for the
ratable benefit of the Lenders in accordance with their Revolving Credit
Percentages, an upfront fee in the aggregate amount of all Revolving Credit
Commitments multiplied by one and one-quarter  percent
(1.25%).

     

    4.4. Agent’s Fee.  The
Company shall pay to and for the sole account of the Agent such fees as the
Company and the Agent may agree upon in writing from time to
time.  Such fees shall be in addition to any fees and charges the
Agent may be entitled to receive hereunder or under the other Loan
Documents.

     

    4.5. Prepayments.

     

    (a) Optional Prepayments of ABR
Portions.  The Company shall have the privilege of prepaying
without premium or penalty and in whole or in part (but if in part, then in a
minimum principal amount of $1,000,000) the ABR Portion of any Loan at any time
upon prior telecopy or telephonic notice from the Company to the Agent on or
before 11:00 a.m. (Kansas City time) on the Business Day immediately preceding
such prepayment.

     

    (b) Optional Prepayments of LIBOR
Portions.  The Company may prepay any LIBOR Portion, upon
written or telephonic notice (which telephonic notice shall be promptly
confirmed in writing by facsimile communication, telex or telegraph) by no later
than 11:00 a.m. (Kansas City time) on the third Business Day immediately
preceding the date of such prepayment from the Company to the Agent, such
prepayment to be made by the payment of the principal amount to be prepaid and
accrued interest thereon and any compensation required by Section 9.4 hereof, if
applicable; provided,
however, that any such prepayment in part shall be in a principal amount
of no less than $5,000,000 or such greater amount which is an integral multiple
of $1,000,000.

     

    (c) Mandatory Prepayments of Excess
Borrowings.  If the outstanding principal amount of all
Revolving Credit Loans shall ever exceed the aggregate amount of all Revolving
Credit Commitments in effect from time to time for any reason, the Company shall
immediately prepay the Revolving Credit Loans in such amount as shall be
necessary to eliminate such excess.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


     

    4.6. Revolving Credit
Reductions.  The Company shall have the right at any time upon
ten (10) Business Days’ prior notice to the Agent, which shall promptly give
notice to the Banks, to reduce the Revolving Credit in whole or in part (but if
in part, in a minimum principal amount of $5,000,000 or such greater amount
which is an integral multiple of $5,000,000); provided, however, that the
Company may not reduce any portion of the Revolving Credit which represents
outstanding Revolving Credit Loans.  Each such reduction in part shall
automatically terminate each Bank’s Revolving Credit Commitment by an amount
equal to its Revolving Credit Commitment Percentage of the amount of the
reduction.

     

    4.7. Place and Application of
Payments.  All payments by the Company hereunder shall be made
to the Agent at its office at 1010 Grand Boulevard, Kansas City, Missouri 64106
and in immediately available funds, prior to 2:00 p.m. (Kansas City time) on the
date of such payment.  Subject to Section 11.18 of this Agreement, all
such payments shall be made without setoff or counterclaim and without reduction
for, and free from, any and all present and future levies, imposts, duties,
fees, charges, deductions withholdings, restrictions or conditions of any nature
imposed by any government or any political subdivision or taxing authority
thereof.  Any payments received after 2:00 p.m. (Kansas City time)
shall be deemed received upon the following Business Day.  The Agent
shall remit to each Bank its proportionate share of each payment of principal,
interest and fees, owed to it, received by the Agent by 2:00 p.m. (Kansas City
time) on the same day of its receipt and its proportionate share of each such
payment received by the Agent after 2:00 p.m. (Kansas City time) on the Business
Day following its receipt by the Agent.  In the event the Agent does
not remit any amount to any Bank when required by the preceding sentence, the
Agent shall pay to such Bank interest on such amount until paid at a rate per
annum equal to the Federal Funds Effective Rate. Should
the Company be late in making any required payment hereunder, the Company hereby
authorizes the Agent to automatically debit any of its accounts with UMB for any
principal, interest and fees when due under the Notes or this Agreement and to
transfer the amount so debited from such account to the Agent for application as
herein provided.  The Agent shall notify the Company by telephonic
notice confirmed in writing of any such debit.

     

    4.8. Capital
Adequacy.  If, after the Closing Date, any Bank or the Agent
shall have determined in good faith that the adoption after such date of any
applicable law, rule or regulation regarding capital adequacy, or any change
therein (including, without limitation, any revision in the Final Risk-Based
Capital Guidelines of the Board of Governors of the Federal Reserve System (12
CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) or of the Office of the
Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other
applicable capital rules heretofore adopted and issued by any governmental
authority), or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such bank’s capital, or on the
capital of any corporation controlling such Bank, in each case as a consequence
of its obligations hereunder, to a level below that which such Bank would have
achieved but for such adoption, change or compliance (taking into consideration
such Bank’s policies with respect to capital adequacy) by an amount deemed by
such Bank to be material, then from time to time, within thirty (30) days after
demand by such Bank (with a copy to the Agent), the Company shall pay to such
Bank such additional amount or amounts as will compensate such Bank for such
reduction.

     

    
      SECTION
5.  Conditions
Precedent.

    

     

    The
obligation of the Banks to make any Revolving Credit Loan pursuant hereto shall
be subject to the following conditions precedent set forth in Section 5.1 and
5.2 below:

     

    5.1. Initial Extension of Revolving
Credit.  On or before March 11, 2009:

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


     

    (a) the
Company shall have delivered to the Agent for the benefit of the Banks in
sufficient counterparts for distribution to the Banks duly executed originals of
the following:

     

    (i) the
Revolving Credit Notes;

     

    (ii) good
standing certificates for the Company and each Subsidiary issued by its state of
organization, issued not more than thirty (30) days before the date of this
Agreement;

     

    (iii) copies of
the Articles or Certificate of Incorporation, and all amendments thereto, of the
Company and each Subsidiary, certified by the Secretary of State of its state of
incorporation to the extent any of such documents have not previously been
provided to the Agent;

     

    (iv) copies of
the By-Laws, and all amendments thereto, of the Company and each Subsidiary,
certified as true, correct and complete on March 11, 2009, by the Secretary or
Assistant Secretary of the Company or such Subsidiary, as the case may be to the
extent any of such documents have not previously been provided to the
Agent;

     

    (v) copies,
certified as true, correct and complete by the Secretary or Assistant Secretary
of the Company of resolutions regarding the transactions contemplated by this
Agreement, duly adopted by the Board of Directors of the Company and reasonably
satisfactory in form and substance to the Agent; and

     

    (vi) an
incumbency and signature certificate for the Company satisfactory in form and
substance to the Agent.

     

    (b) Prior to
the initial Loan hereunder, the Agent shall have received the favorable written
opinion of Anderson & Byrd, LLP, Kansas counsel to the Company,
substantially in the form of Exhibit D-1 attached hereto and the favorable
written opinion of Spencer, Scott & Dwyer, P.C., Missouri counsel to the
Company, substantially in the form of Exhibit D-2 attached hereto.

     

    (c) The
Agent, the Syndication Agent, the Documentation Agent and each of the other
Banks shall have received all up-front fees due and payable to each of them at
closing in connection with the execution and delivery of this Agreement and the
transactions contemplated hereby.

     

    5.2. Each Extension of Revolving Credit
Under a Revolving Credit Note.  As of the time of the making of
each Revolving Credit Loan hereunder (including the initial Loan):

     

    (a) no Event
of Default shall have occurred and be continuing;

     

    (b) with
respect to any requested Revolving Credit Loan, after giving effect thereto the
aggregate principal amount of all outstanding Revolving Credit Loans shall not
exceed the aggregate Revolving Credit Commitments; and

     

    (c) the
request by the Company for any Revolving Credit Loan pursuant hereto shall be
and constitute a warranty to the effect set forth in (a) and (b), above and that
the Compliance Certificate most recently delivered to the Banks is materially
correct.

     


    
      
         


      

      
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      SECTION
6.  Representations
and Warranties.

    

     

    As of the
Closing Date, and upon delivery of each Quarterly Compliance Certificate, the
Company represents and warrants to the Agent and the Banks as to itself and,
where the following representations and warranties apply to Subsidiaries, as to
each of its Subsidiaries, as follows:

     

    6.1. Organization and
Qualification.  The Company is a corporation duly organized and
existing and in good standing under the laws of the State of Kansas, has full
and adequate corporate power to carry on its business as now conducted, and is
duly licensed or qualified in all jurisdictions wherein the nature of its
activities requires such licensing or qualification and in which the failure to
be so licensed or qualified would have a material adverse effect upon the
business, operations or financial condition of the Company and its Subsidiaries
taken as a whole, a “Material Adverse Effect.”

     

    6.2. Subsidiaries.  Each
Subsidiary is duly organized and existing under the laws of the jurisdiction of
its organization, has full and adequate corporate power to carry on its business
as now conducted and is duly licensed or qualified in all jurisdictions wherein
the nature of its business requires such licensing or qualification and the
failure to be so licensed or qualified would have a Material Adverse
Effect.  The only Subsidiaries of the Company as of the Closing Date
are listed on Exhibit C hereto.

     

    6.3. Financial
Reports.  The Company has heretofore delivered to the Banks a
copy of the Audit Report as of December 31, 2008 of the Company and its
Subsidiaries (the “Audit Report”).  The financial statements contained
in such Audit Report have been prepared in accordance with GAAP on a basis
consistent, except as otherwise noted therein, with that of the previous fiscal
year and fairly present, in all material respects, the financial position of the
Company and its Subsidiaries as of the date thereof, and the results of its
operations for the period covered thereby.  As of December 31, 2008,
the Company and its Subsidiaries had no material contingent liabilities other
than as indicated on said financial statements (including the notes
thereto).

     

    6.4. No Material Adverse
Change.  Since December 31, 2008, there has been no material
adverse change in the business, operations or financial condition of the Company
and its Subsidiaries taken as a whole that has not been disclosed in writing to
the Banks.

     

    6.5. Litigation; Tax Returns;
Approvals.  There is no litigation nor governmental proceeding
pending, nor to the knowledge of the Company threatened, against the Company or
any Subsidiary which could reasonably be expected to result in a Material
Adverse Effect.  All federal and state income tax returns and all
other material tax returns for the Company required to be filed have been filed
on a timely basis and all amounts required to be paid as shown by said returns
have been paid, except such amounts, if any, as are being contested in good
faith and by appropriate proceedings.  There are no pending or, to the
best of the Company’s knowledge, threatened objections to or controversies in
respect of the income tax returns of the Company for any fiscal year which could
reasonably be expected to have a Material Adverse Effect.  Except as
have already been obtained, no authorization, consent, license, exemption or
filing or registration with any court or governmental department, agency or
instrumentality, is necessary for the valid execution, delivery or performance
by the Company of the Loan Documents.

     

    6.6. Regulation
U.  Neither the Company nor any Subsidiary is engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System) and no part of the proceeds of any Loan made hereunder
will be used to purchase or carry any margin stock or to extend credit to others
for such a purpose.

     

    6.7. No Default.  As of
the Closing Date, the Company is materially in compliance with all of the terms
and conditions of this Agreement, and no Event of Default exists under this
Agreement.

     


    
      
         


      

      
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    6.8. ERISA.  With
respect to each of the Plans, the Company and its Subsidiaries are in compliance
with ERISA to the extent applicable to them, other than such noncompliance that
would not reasonably be expected to result in a Material Adverse Effect and have
received no notice to the contrary from the PBGC or any other governmental
entity agency.

     

    6.9. Full
Disclosure.  The written statements and information furnished
to the Agent and the Banks in connection with the negotiation of this Agreement
and the other Loan Documents and the commitments by the Banks to provide the
financing contemplated hereby do not contain any untrue statements of a material
fact or omit a material fact necessary to make the material statements contained
herein or therein not misleading, the Agent and the Banks acknowledging that as
to any projections furnished to the Agent and the Banks, the Company only
represents that the same were prepared on the basis of information and estimates
the Company believed to be reasonable.

     

    6.10. Corporate Authority and Validity of
Obligations.  The Company has full corporate power and
authority to enter into this Agreement and the other Loan Documents, to make the
Borrowings herein provided for, to issue its Notes in evidence thereof, and to
perform all of its obligations hereunder and under the other Loan
Documents.  The Loan Documents delivered by the Company have been duly
authorized, executed and delivered by the Company and constitute valid and
binding obligations of the Company enforceable in accordance with their terms
except as enforceability may be limited by bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally and general principles of
equity.  This Agreement and the other Loan Documents do not, nor does
the performance or observance by the Company of any of the matters and things
herein or therein provided for, (a) contravene or constitute a default under (i)
any provision of law or any judgment, injunction, order or decree binding upon
the Company or any provision of the charter, articles of incorporation or
by-laws of the Company or (ii) any material covenant, indenture or agreement of
or affecting the Company or any of its Properties, except in the case of this
clause (ii) for any such contravention or default which could not be reasonably
expected to result in a Material Adverse Effect or (b) result in the creation or
imposition of any lien, security interest or other encumbrance on any Property
of the Company.

     

    6.11. No Default Under Other
Agreements.  Neither the Company nor any Subsidiary is in
default with respect to any note, indenture, loan agreement, mortgage, lease,
deed or other agreement to which it is a party or by which it or its Property is
bound, which default might adversely affect the repayment of the Indebtedness,
obligations and liabilities under the Loan Documents, or any Bank’s or the
Agent’s rights under the Loan Documents or which could reasonably be expected to
have a Material Adverse Effect.

     

    6.12. Status Under Certain
Laws.  Neither the Company nor any of its Subsidiaries is an
“investment company” or a person directly or indirectly controlled by or acting
on behalf of an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.

     

    6.13. Compliance with
Laws.  The Company and its Subsidiaries each are in compliance
with the requirements of all federal, state and local laws, rules and
regulations applicable to or pertaining to their Properties or business
operations, including, without limitation, the Occupational Safety and Health
Act of 1970, the Americans with Disabilities Act of 1990, and Environmental
Laws, non-compliance with which could reasonably be expected to have a Material
Adverse Effect.  Neither the Company nor any Subsidiary has received
notice to the effect that its operations are not in compliance with any of the
requirements of applicable federal, state or local Environmental Laws, health
and safety statutes and regulations or are the subject of any governmental
investigation evaluating whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
non-compliance or remedial action could reasonably be expected to have a
Material Adverse Effect.

     


    
      
         


      

      
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    6.14. Ownership of
Property.  The Company and each of its Subsidiaries has good
record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of their respective
businesses except for such defects in title or interests as could not,
individually or in the aggregate, have a Material Adverse Effect.

     

    6.15. Solvency.  The
Company and each of its Subsidiaries existing as of the date of this
Agreement:  (a) own, on a consolidated basis, assets, the fair
saleable value of which are (i) greater than the total amount of their
liabilities (including contingent liabilities) and (ii) greater than the amount
that will be required to pay their liabilities when they become due; (b) have,
on a consolidated basis, capital that is not unreasonably small in relation to
their respective business as presently conducted or after giving effect to any
contemplated transaction; and (c) do not intend to incur and do not believe that
they will incur debts beyond their ability to pay such debts as they become
due.

     

    6.16. Pari Passu.  All
Loans of the Company incurred under or pursuant to this Agreement shall rank
pari passu with all other senior unsecured Indebtedness of the
Company.

     

    
      SECTION
7.  Covenants.

    

     

    It is
understood and agreed that so long as any of the Revolving Credit is in use or
available under this Agreement or any amount remains unpaid on any Note except
to the extent compliance in any case or cases is waived in writing by the
Required Banks the Company will be in material compliance with all of the
following:

     

    7.1. Maintenance of
Property.  The Company will, and will cause each Subsidiary to,
keep and maintain all of its Properties necessary or useful in its business in
good condition, and make all necessary renewals, replacements, additions and
improvements thereto, except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

     

    7.2. Taxes.  The Company
will, and will cause each Subsidiary to, duly pay and discharge all material
taxes, rates, assessments, fees and governmental charges upon or against the
Company or any Subsidiary or against its Properties in each case before the same
becomes delinquent and before penalties accrue thereon unless and to the extent
that the same is being contested in good faith and by appropriate
proceedings.

     

    7.3. Maintenance of
Insurance.  The Company will, and will cause each Subsidiary
to, maintain insurance with insurers recognized as financially sound and
reputable by prudent business persons in such forms and amounts and against such
risks as is usually carried by companies engaged in similar business and owning
similar Properties in the same general areas in which the Company or such
Subsidiary operates.  The Company shall provide the Agent with copies
of all insurance policies maintained by it upon the Agent’s
request.

     

    7.4. Financial
Reports.  The Company will, and will cause each Subsidiary to,
maintain a system of accounting in accordance with sound accounting practice and
will furnish promptly, and in any event within thirty (30) days after the
receipt of a request, to each of the Banks and their duly authorized
representatives such information respecting the business and financial condition
of the Company and its Subsidiaries as may be reasonably requested by the Agent
or any Bank and, without any request, will furnish to each Bank:

     

    (a) as soon
as available, and in any event within forty-five (45) days after the close of
each fiscal quarter other than the fourth fiscal quarter of the Company
commencing with the fiscal quarter ending March 31, 2009, a copy of the
unaudited consolidated balance sheets, income statements and cash flow
statements for the Company and its Subsidiaries for such quarterly period and
the fiscal year to date and for the corresponding periods of the

     


    
      
         


      

      
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    preceding
fiscal year, all in reasonable detail, prepared by the Company (it being
understood that delivery to the Agent of the Company’s quarterly report on Form
10-Q filed with the Securities and Exchange Commission shall meet the
requirements of this Section 7.4(a)) and certified by the chief financial
officer of the Company;

     

    (b) as soon
as available, and in any event within ninety (90) days after the close of each
fiscal year of the Company, a copy of the audit report (including an unqualified
opinion of the Company’s auditors) for such year and accompanying financial
statements, including consolidated balance sheets, statements of stockholder
equity, statements of income and statements of cash flow for the Company and its
Subsidiaries showing in comparative form the figures for the previous fiscal
year of the Company and its Subsidiaries, all in reasonable detail, prepared and
certified by PricewaterhouseCoopers LLP or other independent certified public
accountants of nationally recognized standing selected by the Company and
reasonably satisfactory to the Required Banks (it being understood that delivery
to the Agent of the Company’s annual report on Form 10-K filed with the
Securities and Exchange Commission shall meet the requirements of this Section
7.4(b)); and

     

    (c) no later
than forty-five (45) days after the close of each of the first three fiscal
quarters of each fiscal year, commencing with the fiscal quarter ending March
31, 2009, and for the fourth fiscal quarter, no later than ninety (90) days
after the close of each fiscal year, a Compliance Certificate in the form of
Exhibit E attached hereto (the “Quarterly Compliance Certificate”) prepared and
signed by the chief financial officer of the Company.

     

    If any of
the information referred to in this Section 7.4 is sent to the Agent, but for
any reason any Bank does not also receive it, the Agent will provide it to such
Bank promptly upon request.

     

    7.5. Inspection.  Upon
reasonable notice and during normal business hours, the Company shall, and shall
cause each Subsidiary to, permit each of the Banks, by their representatives and
agents, to inspect any of the Properties, corporate books and financial records
of the Company and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Company and each Subsidiary and to
discuss the affairs, finances and accounts of the Company and each Subsidiary
with, and to be advised as to the same by, its officers and employees at such
times and intervals as each Bank may reasonably request.  The Company
shall reimburse the Agent for any reasonable costs and expenses incurred by it
in connection with any such inspections.

     

    7.6. Consolidation, Merger and Sale of
Assets.  The Company will not, and will not permit any
Subsidiary with assets valued at greater than Fifteen Million Dollars
($15,000,000) to, consolidate with or merge into any Person, or permit any other
Person to merge into it or sell or otherwise dispose of all or substantially all
of their respective Property, except that any Subsidiary may merge with and into
any other Subsidiary and except that any Person engaged in a regulated business
may be merged into the Company or any Subsidiary.  The Company shall
give written notice to the Banks of any such merger contemporaneously with its
consummation.

     

    7.7. Liens.  The Company
will not and will not permit any Subsidiary with assets valued at greater than
Twenty-Five Million Dollars ($25,000,000) to pledge, mortgage or otherwise
encumber or subject to or permit to exist upon or be subjected to any lien,
charge or security interest of any kind (including any conditional sale or other
title retention agreement and any lease in the nature thereof), on any of its
Properties of any kind or character at any time owned by the Company or any
Subsidiary (collectively “Liens”), other than:

     

    (a) Liens,
pledges or deposits for workers’ compensation, unemployment insurance, old age
benefits or social security obligations, taxes, assessments, statutory
obligations or other similar charges, good faith deposits made in connection
with tenders, contracts or leases to which the Company or a Subsidiary is a
party or other deposits required

     


    
      
         


      

      
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    to be
made in the ordinary course of business, provided in each case the obligation
secured is not overdue or, if overdue, is being contested in good faith by
appropriate proceedings and adequate reserves have been provided therefor in
accordance with GAAP and that the obligation is not for borrowed money, customer
advances, trade payables, or obligations to agricultural producers;

     

    (b) Liens
securing an appeal or stay or discharge in the course of any legal proceedings,
provided that the aggregate amount of liabilities of the Company or a Subsidiary
so secured by a pledge of Property permitted under this subsection (b) including
interest and penalties thereon, if any, shall not be in excess of $10,000,000 at
any one time outstanding;

     

    (c) Liens not
otherwise permitted hereunder in an amount not in excess of $25,000,000 at any
time the same is to be determined;

     

    (d) Liens
(and any replacements thereof without increase) existing on the date hereof and
disclosed in Exhibit F hereto;

     

    (e) Liens
securing Indebtedness incurred to finance, or which represents, the purchase
price of Property, provided (i) such Liens attach only to the Property financed
with such Indebtedness and (ii) the amount of such secured Indebtedness does not
exceed the purchase price of such Property plus any reasonable related fees and
costs;

     

    (f) the
filing of financing statements solely as a precautionary measure in connection
with operating leases or other Liens permitted under this
Agreement;

     

    (g) Liens
with respect to judgments which do not constitute Events of Default pursuant to
this Agreement;

     

    (h) any
interest of a lessor in any Property subject to any lease entered into by the
Company or a Subsidiary in an amount not in excess of $7,500,000 at any time the
same is to be determined;

     

    (i) Liens
securing Indebtedness under that certain Indenture of Mortgage and Deed of
Trust, dated as of September 1, 1944, as and to be amended and supplemented,
among the Company, The Bank of New York, Mellon Trust Company, N.A. and UMB Bank
& Trust, N.A. (the “Mortgage”);

     

    (j) any Lien
on Property of any Person existing at the time such Person is merged or
consolidated with or into the Company or a Subsidiary and not created in
contemplation of such event;

     

    (k) any Lien
existing on any Property prior to the acquisition thereof by the Company or a
Subsidiary and not created in contemplation of such acquisition;

     

    (l) Liens
incurred in connection with or related to the construction or purchase of
utility Property;

     

    (m) the
replacement, extension or renewal of any Lien permitted by clauses (e), (j) or
(k) above upon or in the same Property theretofore subject thereto or the
replacement, extension or renewal (without increase in the amount or change in
any direct or contingent obligor) of the Indebtedness secured
thereby;

     


    
      
         


      

      
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    (n) Liens
securing the claims or demands of materialmen, mechanics, carriers,
warehousemen, landlords and other like persons for labor, materials, supplies or
rentals incurred in the ordinary course of the Company’s or a Subsidiary’s
business, but only if the payment thereof is not at the time past due or is
being contested in good faith and by appropriate proceedings with adequate
reserves maintained in accordance with GAAP; and

     

    (o) reservations,
exceptions, easements, rights of way, and other similar encumbrances affecting
real property, provided that they do not individually or in the aggregate
detract from the marketability of said properties or materially interfere with
their use in the ordinary course of the Company’s or a Subsidiary’s business as
permitted under the Mortgage.

     

    7.8. Notice of Suit or Material Adverse
Change in Business or Default.  The Company shall, as soon as
possible, and in any event within fifteen (15) days after it learns of the
following, give written notice to the Banks of (a) any proceeding(s) being
instituted or threatened to be instituted by or against the Company or any
Subsidiary in any federal, state or local court or before any commission or
other regulatory body (federal, state or local) which could reasonably be
expected to have a Material Adverse Effect and (b) the occurrence of any
Event of Default.

     

    7.9. ERISA.  The Company
will, and will cause each Subsidiary to, promptly pay and discharge all
obligations and liabilities arising under ERISA of a character which if unpaid
or unperformed is likely to result in the imposition of a Lien against any of
its Property, and will promptly notify the Agent of (a) the occurrence of any
reportable event (as defined in ERISA) for which the notice requirement has not
been waived by the PBGC and which is reasonably likely to result in the
termination by the PBGC of any Plan, (b) receipt of any notice from PBGC of its
intention to seek termination of any such Plan or appointment of a trustee
therefor, and (c) its intention to terminate or withdraw from any Plan, other
than a “standard termination” meeting the requirements of Section 4041(b) of
ERISA.  The Company will not, and will not permit any Subsidiary to,
terminate any such Plan or withdraw therefrom unless it shall be in compliance
with all of the terms and conditions of this Agreement after giving effect to
any liability to PBGC resulting from such termination or
withdrawal.

     

    7.10. Use of
Proceeds.  The Company shall use the proceeds of the Revolving
Credit Loans hereunder for working capital, general corporate purposes and to
back up the Company’s use of commercial paper.

     

    7.11. Compliance with
Laws.  The Company will, and will cause each of its
Subsidiaries to, comply in all material respects with all applicable laws,
rules, regulations and orders, including Environmental Laws, except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

     

    7.12. Fiscal Year.  The
Company shall not change its fiscal year.

     

    7.13. Maintenance of
Existence.  The Company shall maintain its corporate existence
except for mergers permitted by Section 7.6 hereof.

     

    7.14. Maximum Total Indebtedness to Total
Capitalization Ratio.  The Company will maintain as of the last
day of each fiscal quarter of the Company a ratio of Total Indebtedness to Total
Capitalization of not more than 0.625 to 1.  For purposes of this
Section 7.14, “Total Indebtedness” shall mean all Indebtedness of the Company
and its Subsidiaries on a consolidated basis but shall exclude all accounts
payable and expenses incurred in the ordinary course of the Company’s and its
respective Subsidiaries’ businesses and also shall exclude all obligations of
the Company and its Subsidiaries related to the issuance in 2001 of Trust
Preferred Securities by Empire District Electric Trust I; and “Total
Capitalization” shall mean the sum of Total Indebtedness and

     


    
      
         


      

      
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    stockholders’
equity, preferred and preference stock and other securities included on the
consolidated balance sheet of the Company and its Subsidiaries including the
Junior Subordinated Debenture Securities issued in 2001 by the
Company.

     

    7.15. Minimum Interest Coverage
Ratio.  The Company will maintain an Interest Coverage Ratio of
not less than 2.0 to 1 as of the last day of each fiscal quarter of the
Company.

     

    7.16. Acquisitions.  During
the term of this Agreement, the Company will not, and will not permit any
Subsidiary to, (x) acquire any assets or equity interests of any other Person or
Persons engaged predominantly in an unregulated business activity unless the
aggregate consideration to be paid by the Company and its Subsidiaries in
connection with any such acquisition or acquisitions is, in the aggregate, less
than Eighty Million Dollars ($80,000,000) or (y) acquire all or part of a
regulated business; provided that in the case of this clause (y) any such
acquisition shall be permitted with the consent of the Required Banks (not to be
unreasonably withheld) if the Company is in compliance with all financial
covenants of this Agreement at the time of such proposed acquisition and will be
in compliance with such financial covenants following consummation of such
acquisition as evidenced by projected financial information covering a minimum
of an 18 month period after the acquisition.  Such projections will be
delivered to the Banks within a reasonable time prior to entering into any
written commitments for such acquisition.

     

    7.17. Patriot Act.  The
Agent 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”), and the Agent’s policies and practices, the Agent is required to obtain,
verify and record certain information and documentation that identifies the
Company, which information includes the name and address of the Company and such
other information that will allow the Agent to identify the Company in
accordance with the Act.

     

    The
Company shall (a) ensure, and cause each Subsidiary to ensure, that no Person
who owns a controlling interest in or otherwise controls the Company or any
Subsidiary is or shall be listed on the Specially Designated Nationals and
Blocked Person List or other similar lists maintained by the Office of Foreign
Assets Control (“OFAC”), the Department of the Treasury or included in any
Executive Orders, (b) not use or permit the use of the proceeds of the Loans to
violate any of the foreign asset control regulations of OFAC or any enabling
statute or Executive Order relating thereto, and (c) comply, and cause each
Subsidiary to comply, with all applicable Bank Secrecy Act laws and regulations,
as amended.

     

    
      SECTION
8.  Events
of Default and Remedies.

    

     

    8.1. Events of
Default.  Any one or more of the following shall constitute an
Event of Default:

     

    (a) (i)
Default in the payment when due of any principal of any Note whether at the
stated maturity thereof or at any other time provided in this Agreement, or (ii)
default in the payment when due of any interest on any Note or any fee or other
amount payable pursuant to this Agreement which default shall continue
unremedied for one (1) Business Day.

     

    (b) Default
in the observance or performance of any covenant set forth in Sections 7.3, 7.5,
7.6, 7.7, 7.8, 7.10, 7.13, 7.14 and 7.15 hereof;

     

    (c) Default
in the observance or performance of the covenants set forth in Section 7.4
and such default shall continue for ten (10) days after the earlier of (i) the
date on which such default first became known to a responsible officer of the
Company or (ii) written notice thereof to the Company by the
Agent;

     


    
      
         


      

      
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    (d) Default
in the observance or performance of any other covenant, condition, agreement or
provision hereof or any of the other Loan Documents and such default shall
continue for thirty (30) days after the earlier of (i) the date on which such
default first became known to a responsible officer of the Company or (ii)
written notice thereof to the Company by the Agent;

     

    (e) Default
shall occur under any evidence of Indebtedness in a principal amount exceeding
$10,000,000 issued, assumed or guaranteed by the Company or any Subsidiary, or
under any mortgage, agreement or other similar instrument under which the same
may be issued or secured and such default shall continue for a period of time
sufficient to permit the acceleration of maturity of any Indebtedness evidenced
thereby or outstanding or secured thereunder;

     

    (f) Any
representation or warranty made by the Company herein or in any Loan Document or
in any statement or certificate furnished by it pursuant hereto or thereto,
proves untrue in any material respect as of the date made or deemed made
pursuant to the terms hereof;

     

    (g) Any
judgment or judgments, writ or writs, or warrant or warrants of attachment, or
any similar process or processes in an aggregate amount in excess of $10,000,000
which is not covered by insurance issued by an insurer that has acknowledged its
liability thereon shall be entered or filed against the Company, or any
Subsidiary or against any of their respective Property or assets and remain
unpaid, unbonded, unstayed and undischarged for a period of sixty (60) days from
the date of its entry;

     

    (h) (i) Any
reportable event (as defined in Section 4043 of ERISA and for which the notice
requirement has not been waived pursuant to any applicable regulations
promulgated thereunder) which results in the PBGC instituting proceedings to
terminate any Plan of the Company or (ii) the appointment by the appropriate
United States District Court of a trustee to administer or liquidate any such
Plan shall have been made pursuant to Title IV of ERISA and continues for thirty
(30) days after written notice to such effect shall have been given to the
Company by the Agent or (iii) any such Plan shall be terminated other than in a
“standard termination” meeting the requirements of Section 4041(b) of
ERISA;

     

    (i) The
Company shall (i) have entered involuntarily against it an order for relief
under the Bankruptcy Code of 1978, as amended, (ii) admit in writing its
inability to pay or not pay, its debts generally as they become due (iii) make
an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee, conservator,
liquidator or similar official for it or any substantial part of its Property
or, (v) file a petition seeking relief or institute any proceeding seeking to
have entered against it an order for relief under the Bankruptcy Code of 1978,
as amended, to adjudicate it insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, marshalling of assets, adjustment or
composition of its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors;

     

    (j) (i)  A
custodian, receiver, trustee, conservator, liquidator or similar official shall
be appointed for the Company or any substantial part of its Property, (ii) a
final order of condemnation shall be entered in a court of appropriate
jurisdiction against any substantial amount of the Company’s Property, the loss
of the use of which would have a Materially Adverse Effect, or (iii) a
proceeding described in Section 8.1(i)(iv) shall be instituted against the
Company and such appointment continues undischarged or any such proceeding
continues undismissed or unstayed for a period of sixty (60) days;

     

    (k) A Change
of Control shall occur; or

     


    
      
         


      

      
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    (l) The
revocation or other loss after all available appeals have been taken or
administrative proceedings have been completed of any permit or other
governmental authority the revocation or loss of which would have a Materially
Adverse Effect.

     

    8.2. Remedies for Non-Bankruptcy
Defaults.  When any Event of Default, other than an Event of
Default described in subsections (i) and (j) of Section 8.1 hereof, has occurred
and is continuing, the Agent, if directed by the Required Banks, shall give
notice to the Company and take any or all of the following
actions:  (a) terminate the remaining Commitments hereunder on the
date (which may be the date thereof) stated in such notice, (b) declare the
principal of and the accrued interest on the Notes to be forthwith due and
payable and thereupon the Notes including both principal and interest, shall be
and become immediately due and payable without further demand, presentment,
protest or notice of any kind, and (c) take any action or exercise any remedy
under any of the Loan Documents or exercise any other action, right, power or
remedy permitted by law.  Any Bank may, without prior notice to the
Company, exercise the right of set off with regard to any deposit accounts or
other accounts or investments maintained by the Company with such Bank upon the
occurrence and continuation of an Event of Default if notice of such Event of
Default has been given by the Agent to the Company upon the direction of the
Required Banks.

     

    8.3. Remedies for Bankruptcy
Defaults.  When any Event of Default described in subsections
(h) or (i) of Section 8.1 hereof has occurred and is continuing, then the Notes
shall immediately become due and payable without presentment, demand, protest or
notice of any kind, and the obligation of the Banks to extend further credit
pursuant to any of the terms hereof shall immediately terminate.

     

    
      SECTION
9.  Change
in Circumstances Regarding LIBOR Portions.

    

     

    9.1. Change of
Law.  Notwithstanding any other provisions of this Agreement or
any Note to the contrary, if with respect to LIBOR Portions, any Bank shall
determine in good faith that any change in applicable law or regulation or in
the interpretation thereof at any time after the Closing Date makes it unlawful
for such Bank to create or continue to maintain any LIBOR Portion or to give
effect to its obligations to create, continue or convert LIBOR Portions as
contemplated hereby, such Bank shall promptly give notice thereof to the Company
and to the Agent to such effect, and such Bank’s obligation to create, continue
or convert any such affected LIBOR Portions under this Agreement shall terminate
until it is no longer unlawful for such Bank to create or maintain such affected
Portion.  The Company shall prepay the outstanding principal amount of
any such affected LIBOR Portion made to it, together with all interest accrued
thereon and all other amounts due and payable to such Bank under Section 9.4 of
this Agreement, on the earlier of the last day of the Interest Period applicable
thereto and the first day on which it is illegal for such Bank to have such
LIBOR Portion outstanding; provided, however, the
Company may convert the affected LIBOR Portions into an ABR Portion, subject to
all of the terms and conditions of this Agreement.

     

    9.2. Unavailability of Deposits or
Inability to Ascertain the Adjusted LIBOR
Rate.  Notwithstanding any other provision of this Agreement or
any Note to the contrary, if prior to the commencement of any Interest Period
any Bank shall determine (a) that deposits in the amount of any LIBOR Portion
scheduled to be outstanding are not available to them in the relevant market or
(b) by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the Adjusted LIBOR Rate, then
such Banks shall give telephonic or telex notice thereof to the Company, the
Agent and the other Banks (such notice to be confirmed in writing), and the
obligation of the Banks to create, continue or convert any such LIBOR Portion in
such amount and for such Interest Period shall terminate until deposits in such
amount and for the Interest Period selected by the Company shall again be
readily available in the relevant market and adequate and reasonable means exist
for ascertaining the Adjusted LIBOR Rate.  Upon the giving of such
notice, the Company shall elect to either (i) pay or prepay, as the case may be,
such affected

     


    
      
         


      

      
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    Portion
or (ii) convert the affected LIBOR Portion into an ABR Portion, subject to all
terms and conditions of this Agreement.

     

    9.3. Taxes and Increased
Costs.  (a) With respect to the LIBOR Portions, if any Bank
shall determine in good faith that any change in any applicable law, treaty,
regulation or guideline (including, without limitation, Regulation D of the
Board of Governors of the Federal Reserve System) or any new law, treaty,
regulation or guideline, or any interpretation of any of the foregoing by any
governmental authority charged with the administration thereof or any central
bank or other fiscal, monetary or other authority having jurisdiction over such
Bank or the LIBOR Portions contemplated by this Agreement (whether or not having
the force of law) (“Change in Law”) shall:

     

    (i) impose,
modify or deem applicable any reserve, special deposit or similar requirements
against assets held by, or deposits in or for the account of, or loans by, or
any other acquisition of funds or disbursements by, such Bank (other than
reserves included in the determination of the Adjusted LIBOR Rate);

     

    (ii) subject
such Bank, any LIBOR Portion or any Note to any tax (including, without
limitation, any United States interest equalization tax or similar tax however
named applicable to the acquisition or holding of debt obligations and any
interest or penalties with respect thereto), duty, charge, stamp tax, fee,
deduction or withholding in respect of this Agreement, any LIBOR Portion or any
Note except such taxes (x) as may be measured by the overall net income of such
Bank and imposed by the jurisdiction, or any political subdivision or taxing
authority thereof, in which such Bank’s principal executive office is located,
and (y) any U.S. Taxes (as defined in Section 11.18(c) hereof) that are
deductible or otherwise directly payable by the Company, which shall be governed
exclusively by Section 11.18 hereof;

     

    (iii) change
the basis of taxation of payments of principal and interest due from the Company
to such Bank hereunder or under any Note (other than by a change in taxation of
the overall net income of such Bank); or

     

    (iv) impose on
such Bank any penalty with respect to the foregoing or any other condition
regarding this Agreement, any LIBOR Portion or any Note;

     

    (v) and such
Bank shall determine that the result of any of the foregoing is to increase the
cost (whether by incurring a cost or adding to a cost) to such Bank of making or
maintaining any LIBOR Portion hereunder or to reduce the amount of principal or
interest received by such Bank, in either case by an amount determined by such
Bank to be material, then the Company shall pay to such Bank from time to time
as specified by such Bank such additional amounts as such Bank shall reasonably
determine are sufficient to compensate and indemnify it for such increased cost
or reduced amount.  If any Bank makes such a claim for compensation,
it shall provide to the Company a certificate setting forth such increased cost
or reduced amount as a result of any event mentioned herein specifying such
Change in Law, and such certificate shall be conclusive and binding on the
Company as to the amount thereof, absent manifest error.

     

    (b) In the
event any Bank requires payment under Section 4.8 or 11.18 hereof, delivers a
certificate pursuant to subsection (a) above or gives notice under Section 9.1
that it will not fund or maintain LIBOR Portions, the Company may require, at
its expense, such Bank to assign (in accordance with Section 11.17 hereof) all
its interests, rights and obligations hereunder (including all of its Commitment
and the Loans at the time owing to it, and the Notes held by it), to one or more
financial institutions specified by the Company

     


    
      
         


      

      
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    (each a
“Substitute Bank”), provided that (i) such assignment shall not conflict with or
violate any law, rule or regulation or order of any court or other governmental
agency or instrumentality, (ii) the Agent shall assist the Company in finding a
Substitute Bank that is reasonably acceptable to the Company and the Agent and
(iii) the Company shall have paid to the assigning Bank all monies then due to
it under the Loan Documents (including pursuant to this Section 9.3 and Sections
4.8 and 11.18) with the Substitute Bank purchasing all accrued but not yet due
indebtedness, obligations and liabilities of the Company owed such assigning
Bank.

     

    9.4. Funding
Indemnity.  (a) In the event any Bank shall incur any loss,
cost, expense or premium (including, without limitation, any loss, cost, expense
or premium incurred by reason of the liquidation or re-employment of deposits or
other funds acquired by such Bank to fund or maintain any LIBOR Portion or the
relending or reinvesting of such deposits or amounts paid or prepaid to such
Bank) as a result of:

     

    (i) any
conversion, payment or prepayment of a LIBOR Portion on a date other than the
last day of the then-applicable Interest Period; or

     

    (ii) any
failure by the Company to borrow, continue or convert any LIBOR Portion on the
date specified in the notice given pursuant to Sections 3.3 or 3.6 hereof, then,
upon the demand of such Bank, the Company shall pay to such Bank such amount as
will reimburse such Bank for such loss, cost or expense.

     

    (b) If any
Bank makes a claim for compensation under this Section 9.4, it shall provide to
the Company a certificate setting forth the amount of such loss, cost or expense
in a reasonable detail and such certificate shall be conclusive and binding on
the Company as to the amount thereof, absent manifest error.

     

    9.5. Discretion of Bank as to Manner of
Funding.  Notwithstanding any provision of this Agreement to
the contrary, each Bank shall be entitled to fund and maintain its funding of
all or any part of its Loans in any manner it sees fit, it being understood
however, that for the purposes of this Agreement, all determinations hereunder
shall be made as if the Banks had actually funded and maintained each LIBOR
Portion during each Interest Period for such LIBOR Portion through the purchase
of deposits in the relevant interbank market having a maturity corresponding to
such Interest Period and bearing an interest rate equal to the Adjusted LIBOR
Rate, for such Interest Period.

     

    
      SECTION
10.  The
Administrative Agent.

    

     

    10.1. Appointment and
Powers.  UMB is hereby appointed by the Banks as Administrative
Agent (the “Agent”) under the Loan Documents, and each of the Banks irrevocably
authorizes the Agent to act as the agent of such Bank.  The Agent
agrees to so act as such upon the express conditions contained in this
Agreement.

     

    10.2. Powers.  The Agent
shall have and may exercise such powers hereunder as are specifically delegated
to the Agent by the terms of the Loan Documents, together with such powers as
are incidental thereto.  The Agent shall have no implied duties to the
Banks nor any obligation to the Banks to take any action under the Loan
Documents except any action specifically provided by the Loan Documents to be
taken by the Agent, and in no event shall the Agent have any fiduciary
responsibilities to any Bank.

     

    10.3. General
Immunity.  Neither the Agent nor any of its directors,
officers, agents, representatives, consultants, advisors, counsel or employees
shall be liable to the Banks or any Bank

     


    
      
         


      

      
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    for any
action taken or omitted to be taken by it or them under the Loan Documents or in
connection therewith except for its or their own gross negligence or willful
misconduct.

     

    10.4. No Responsibility for Loans,
Recitals, etc.  The Agent shall not (a) be responsible to the
Banks for any recitals, reports, statements, warranties or representations made
by the Company contained in the Loan Documents or furnished pursuant thereto,
(b) be responsible for any Loans of the other Banks hereunder, or
(c) be bound to ascertain or inquire as to the performance or observance of
any of the terms of the Loan Documents.  In addition, neither the
Agent nor its counsel shall be responsible to the Banks for the enforceability
or validity of any of the Loan Documents.

     

    10.5. Right to
Indemnity.  The Banks hereby indemnify the Agent for any
actions taken in accordance with this Section 10, and the Agent shall be fully
justified in failing or refusing to take any action hereunder unless it shall
first be indemnified to its satisfaction by the Banks pro rata in accordance
with their respective Exposures against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action,
other than any liability which may arise out of the Agent’s gross negligence or
willful misconduct.

     

    10.6. Action Upon Instructions of Required
Banks.  The Agent agrees, upon the written request of the
Required Banks, to take any action of the type specified in the Loan Documents
as being within the Agent’s rights, duties, powers or discretion.  The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder in accordance with written instructions signed by the Required
Banks (or all of the Banks, if the Loan Documents specifically require the
consent of all of the Banks), and such instructions and any action taken or
failure to act pursuant thereto shall be binding on all of the Banks and on all
holders of the Notes.  In the absence of a request by the Required
Banks, the Agent shall have authority, in its sole discretion, to take or not to
take any action, unless the Loan Documents specifically require the consent of
the Required Banks or all of the Banks.

     

    10.7. Employment of Agents and
Counsel.  The Agent may execute any of its duties as Agent
hereunder by or through employees, agents, and attorneys-in-fact and shall not
be answerable to the Banks, except as to money or securities actually received
by it or its authorized agents, for the default or misconduct of any such agents
or attorneys-in-fact selected by it in good faith and with reasonable
care.  The Agent shall be entitled to act upon the advice and opinion
of legal counsel concerning all matters pertaining to the duties of the agencies
hereby created.

     

    10.8. Reliance on Documents;
Counsel.  The 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 legal counsel selected by the Agent.

     

    10.9. May Treat Payee as
Owner.  The Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice of
the assignment or transfer thereof shall have been filed pursuant to Section
11.20 hereof with the Agent.  Any request, authority or consent of any
person, firm or corporation who at the time of making such request or giving
such authority or consent is the holder of any such Note shall be conclusive and
binding on any subsequent holder, transferee or assignee of such Note or of any
Note issued in exchange therefor.

     

    10.10. Agent’s
Reimbursement.  Each Bank agrees to reimburse the Agent pro
rata in accordance with its Exposure for any reasonable out-of-pocket expenses
(including fees and charges for record inspections) not reimbursed by the
Company (a) for which the Agent is entitled to reimbursement by the Company
under the Loan Documents and (b) for any other reasonable expenses incurred by
the Agent on behalf of the Banks, in connection with the
preparation,

     


    
      
         


      

      
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    execution,
delivery, administration and enforcement of the Loan Documents, provided, however, that no
Bank shall be liable for any of the foregoing to the extent any of the foregoing
arise from the gross negligence or willful misconduct of the Agent.

     

    10.11. Rights as a
Bank.  With respect to its commitment, Loans made by it and the
Note issued to it, the Agent shall have the same rights and powers hereunder as
any Bank and may exercise the same as though it were not the Agent, and the term
“Bank” or “Banks” shall, unless the context otherwise indicates, include the
Agent in its individual capacity.  Any of the Banks, including the
Agent as if it were not the Agent for the Banks, may accept deposits from, lend
money to, and generally engage in any kind of banking or trust business with the
Company.

     

    10.12. Bank Revolving Credit
Decision.  Each Bank acknowledges that it has, independently
and without reliance upon the Agent, the Syndication Agent, the Documentation
Agent or any other Bank and based on the financial statements referred to in
Section 6.3 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into the Loan
Documents.  Each Bank also acknowledges that it will, independently
and without reliance upon the Agent 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 the Loan
Documents.  The Agent, the Syndication Agent and the Documentation
Agent shall not have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Banks as such
except as otherwise expressly stated herein.  Without limiting the
foregoing, the Agent, the Syndication Agent and the Documentation Agent shall
not have or be deemed to have any fiduciary duty to or fiduciary relationship
with any Bank.  In addition to the agreement set forth in this Section
10.12, each of the Banks agrees that it has not relied on, and will not rely on,
the Agent, the Syndication Agent, the Documentation Agent or any other Bank, in
deciding to take or not to take any action hereunder.

     

    10.13. Resignation of
Agent.  Subject to the appointment of a successor Agent, the
Agent may resign as Agent for the Banks under this Agreement and the other Loan
Documents at any time upon thirty (30) days’ notice in writing to the
Banks.  Such resignation shall take effect upon appointment of such
successor.  The Required Banks, with the consent of the Company
(unless an Event of Default shall have occurred and be continuing, in which
event the Company’s consent shall not be required) shall have the right to
appoint a successor Agent who shall be entitled to all of the rights of, and
vested with the same powers as, the original Agent under the Loan
Documents.  In the event a successor Agent shall not have been
appointed within the sixty (60) day period following the giving of notice by the
Agent, the Agent may appoint its own successor.  Resignation by the
Agent shall not affect or impair the rights of the Agent under Sections 10.5 and
10.10 hereof with respect to all matters preceding such
resignation.  Any successor Agent must be a national banking
association or a bank chartered in any State of the United States, in each case
having capital and surplus of not less than $500,000,000, or one of the
Banks.

     

    10.14. Duration of
Agency.  The agency established by Section 10.1 hereof shall
continue, and Sections 10.1 through and including this Section 10.14 shall
remain in full force and effect, until the Notes and all other amounts due
hereunder and thereunder shall have been paid in full and the Banks’ commitments
to extend credit to or for the benefit of the Company shall have terminated or
expired.

     

    
      SECTION
11.  Miscellaneous.

    

     

    11.1. Amendments and
Waivers.  Any term, covenant, agreement or condition of this
Agreement and the other Loan Documents may be amended only by a written
amendment executed by the Company, the Required Banks and, if the rights or
duties of the Agent are affected thereby, the Agent, or compliance therewith
only may be waived (either generally or in a particular instance and either
retroactively or prospectively), if the Company shall have obtained the consent
in writing

     


    
      
         


      

      
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    of the
Required Banks and, if the rights or duties of the Agent are affected thereby,
the Agent, provided,
however, that

     

    (a) without
the consent in writing of the holders of all outstanding Notes, or all Banks if
no Notes are outstanding, no such amendment or waiver shall (i) change the
amount or postpone the date of payment of any scheduled payment or required
prepayment of principal of the Notes at a time that the Company would not be
able to obtain a Loan or reduce the rate or extend the time of payment of
interest on the Notes, or reduce the amount of principal thereof, or modify any
of the provisions of the Notes with respect to the payment or prepayment
thereof, (ii) amend the definition of Required Banks, (iii) alter, modify
or amend the provisions of this Section 11.1, (iv) change the amount or term of
any of the Banks’ Commitments or the fees required under Section 4 hereof or
increase the aggregate amount of all of the Banks’ Commitments, (v) alter,
modify or amend any Bank’s right hereunder to consent to any action, make any
request or give any notice, or (vi) alter, modify or amend the provisions of
Section 5 of this Agreement; and

     

    (b) without
the consent of the Agent, no such amendment or waiver shall affect the rights of
the Agent under Section 10 hereof; and

     

    (c) except to
the extent provided in Sections 11.16 and 11.17, no such amendment or waiver
shall amend Section 2.2 hereof without the consent of UMB;

     

    Any such
amendment or waiver shall apply equally to all Banks and the holders of the
Notes and shall be binding upon them, upon each future holder of any Note and
upon the Company, whether or not such Note shall have been marked to indicate
such amendment or waiver.  No such amendment or waiver shall extend to
or affect any obligation not expressly amended or waived.

     

    11.2. Waiver of
Rights.  No delay or failure on the part of the Agent or any
Bank or on the part of the holder or holders of any Note in the exercise of any
power or right shall operate as a waiver thereof, nor as an acquiescence in any
Event of Default, nor shall any single or partial exercise of any power or right
preclude any other or further exercise thereof, or the exercise of any other
power or right, and the rights and remedies hereunder of the Agent, the Banks
and of the holder or holders of any Notes are cumulative to, and not exclusive
of, any rights or remedies which any of them would otherwise have.

     

    11.3. Several
Obligations.  The commitments of each of the Banks hereunder
shall be the several obligations of each Bank and the failure on the part of any
one or more of the Banks to perform hereunder shall not affect the obligation of
the other Banks hereunder, provided that nothing herein contained shall relieve
any Bank from any liability for its failure to so perform.  In the
event that any one or more of the Banks shall fail to perform its commitment
hereunder, all payments thereafter received by the Agent on the principal of
Loans hereunder, shall be distributed by the Agent to the Banks making such
additional Loans ratably as among them in accordance with the principal amount
of additional Loans made by them until such additional Loans shall have been
fully paid and satisfied.  All payments on account of interest shall
be applied as among all the Banks ratably in accordance with the amount of
interest owing to each of the Banks as of the date of the receipt of such
interest payment.

     

    11.4. Non-Business
Day.  If any payment of principal or interest on any Loan shall
fall due on a day which is not a Business Day, interest at the rate such Loan
bears for the period prior to maturity shall continue to accrue on such
principal from the stated due date thereof to and including the next succeeding
Business Day on which the same is payable.

     

    11.5. Documentary
Taxes.  The Company agrees to pay any documentary or similar
taxes, if any, with respect to the Loan Documents, including interest and
penalties, in the event any such

     


    
      
         


      

      
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    taxes are
assessed irrespective of when such assessment is made and whether or not any
credit is then in use or available hereunder.

     

    11.6. Representations.  All
representations and warranties made herein or in certificates given pursuant
hereto shall survive the execution and delivery of this Agreement and of the
Notes, and shall continue in full force and effect with respect to the date as
of which they were made and as reaffirmed by Quarterly Compliance Certificates
as long as any credit is in use or available hereunder.

     

    11.7. Notices.  Unless
otherwise expressly provided herein, all communications provided for herein
shall be in writing or by telecopy and shall be deemed to have been given or
made when served personally, when confirmation of receipt is received in the
case of notice by telecopy, when actually delivered by a reputable courier
service or five (5) Business Days after the date when deposited in the United
States mail (registered, if to the Company) addressed, if to the Company to 602
S. Joplin Avenue; Joplin, Missouri  64801;
Attention:  Gregory A. Knapp (Telephone number (417) 625-6595,
Telecopy number (417) 625-5153); if to the Agent or UMB at 1010 Grand Boulevard;
Kansas City, Missouri  64106; Attention:  Charles J. Wolf
(Telephone number (816) 860-7130, Telecopy number (816) 860-7143); and, if to
any of the Banks, at the address for each Bank set forth under its signature
hereon; or at such other address as shall be designated by any party hereto in a
written notice to each other party pursuant to this Section 11.7.

     

    11.8. Costs and Expenses;
Indemnity.  (a)  The Company agrees to pay on demand
(i) all reasonable costs and expenses of the Agent incurred in connection with
the negotiation, preparation, execution and delivery of this Agreement, the
Notes and any other instruments and documents to be delivered hereunder or in
connection with the transactions contemplated hereby, including the reasonable
fees and expenses of Spencer Fane Britt & Browne LLP, counsel to the Agent;
(ii) all reasonable costs and expenses of the Agent (including reasonable
attorneys’ fees) incurred in connection with any consents or waivers hereunder
or amendments hereto; and (iii) all reasonable costs and expenses (including
reasonable attorneys’ fees), if any, incurred by the Agent, the Banks or any
other holders of a Note in connection with the enforcement of this Agreement or
the Notes and any other instruments and documents to be delivered
hereunder.  The Company agrees to indemnify and save harmless the
Banks and the Agent from any and all liabilities, losses, costs and expenses
incurred by the Banks or the Agent in connection with any action, suit or
proceeding brought against the Agent  or any Bank by any Person which
arises out of the transactions contemplated or provided for hereby or by the
Notes, or out of any action or inaction by the Agent or any Bank hereunder or
thereunder, except for such thereof as is caused by the gross negligence or
willful misconduct of the party indemnified.

     

    (a) The
provisions of this Section 11.8 and the protective provisions of
Section 9.4 hereof shall survive payment of the Notes and the termination
of the Banks’ Commitments hereunder.

     

    11.9. Counterparts.  This
Agreement may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.  This Agreement shall become effective as and when the
Agent, all of the Banks and the Company have executed this Agreement or a
counterpart thereof and delivered, except in the case of the Agent, the same to
the Agent.

     

    11.10. Successors and Assigns; Governing
Law; Entire Agreement.  This Agreement shall be binding upon
each of the Company, the Agent and the Banks and their respective successors and
assigns, and shall inure to the benefit of the Company, the Agent and each of
the Banks and the benefit of their respective successors and assigns, including
any subsequent holder of any Note (in the case of the Banks and their respective
successors and assigns, to the extent provided in Sections 11.16 and 11.17
hereof).  This Agreement and the rights and duties of the parties
hereto shall be

     


    
      
         


      

      
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    construed
and determined in accordance with the laws of the State of Missouri, except
conflict of laws principles.  This Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and any
prior agreements, whether written or oral, with respect to the subject matter
hereof are superseded hereby.  The Company may not assign any of its
rights or obligations hereunder without the written consent of the
Banks.

     

    11.11. No Joint
Venture.  Nothing contained in this Agreement shall be deemed
to create a partnership or joint venture among the parties hereto.

     

    11.12. Severability.  In
the event that any term or provision hereof is determined to be unenforceable or
illegal, it shall be deemed severed herefrom to the extent of the illegality
and/or unenforceability and all other provisions hereof shall remain in full
force and effect.

     

    11.13. Table of Contents and
Headings.  The table of contents and section headings in this
Agreement are for reference only and shall not affect the construction of any
provision hereof.

     

    11.14. Sharing of
Payments.  Each Bank agrees with each other Bank that if such
Bank shall receive and retain any payments, whether by set-off or application of
deposit balances or otherwise (“Set-Off”), on any Loan or other amount
outstanding under this Agreement or the other Loan Documents in excess of its
ratable share of payments on all Loans and other amounts then outstanding to the
Banks, then such Bank shall purchase for cash at face value, but without
recourse (except for defects in title), ratably from each of the other Banks
such amount of the Loans held by each such other Bank (or interest therein) as
shall be necessary to cause such Bank to share such excess payment ratably with
all the other Banks; provided,
however, that if any such purchase is made by any Bank, and if such
excess payment or part thereof is thereafter recovered from such purchasing
Bank, the related purchases from the other Banks shall be rescinded ratably and
the purchase price restored as to the portion of such excess payment so
recovered, but without interest.  Each Bank’s ratable share of any
such Set-Off shall be determined by the proportion that the aggregate principal
amount of Loans and other amounts then due and payable to such Bank bears to the
total aggregate principal amount of Loans and other amounts then due and payable
to all the Banks.  This Section 11.14 is subject to the rights of the
Agent set forth in Section 2.3 hereof.

     

    11.15. Jurisdiction; Venue; Waiver of Jury
Trial.  The Company hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Western District of
Missouri and of any Missouri court sitting in Kansas City, Missouri, for
purposes of all legal proceedings arising out of or relating to this Agreement
or the transactions contemplated hereby.  The Company irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum.  The Company, the Agent and each
Bank hereby irrevocably waives any and all right to trial by jury in any legal
proceeding arising out of or relative to any Loan Document or the transactions
contemplated thereby.

     

    11.16. Participants.  Each
Bank shall have the right at its own cost to grant participations (to be
evidenced by one or more agreements or certificates of participation) in the
Loans made and Commitments held by such Bank at any time and from time to time
to other financial institutions; provided that (a) no such participation
shall relieve any Bank of any of its obligations under this Agreement
(b) no such participant shall have any direct rights under this Agreement
except as provided in this Section 11.16, and the Agent shall not have any
obligation or responsibility to such participant.  Any agreement
pursuant to which such participation is granted, except with respect to a
participation in which a participant is an Affiliate of a Bank, shall provide
that the granting Bank shall retain the sole right and responsibility to enforce
the obligations of the Company under this Agreement and the other Loan Documents
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of the Loan Documents, except that such

     


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    agreement
may provide that such Bank will not agree to any modification, amendment or
waiver of the Loan Documents that would reduce the amount of or postpone any
fixed date for payment of any obligation in which such participant has an
interest.  Any party to which such a participation has been granted
shall have the benefits of Section 9.3 and Section 9.4 hereof, up to an amount
not exceeding the amount that would otherwise have been payable to the Bank who
sold the participation interest to such party.  Subject to the
provisions of Section 11.19 hereof, the Company authorizes each Bank to disclose
to any participant or prospective participant under this Section 11.16 any
financial or other information pertaining to the
Company.  Notwithstanding the foregoing, in no event may a
participation be granted to any entity which is not a financial institution
without the express prior written consent of the Company.

     

    11.17. Assignment
Agreements.

     

    (a) Assignments.  Each
Bank may, at its own expense, from time to time, assign to other financial
institutions all or part of its rights and obligations under this Agreement
(including without limitation the Indebtedness evidenced by the Note then owned
by such assigning Bank, together with an equivalent proportion of its obligation
to make loans and advances) pursuant to written agreements executed by such
assigning Bank, such assignee lender or lenders, the Company and the Agent,
which agreements shall specify in each instance the portion of the Indebtedness
evidenced by the Note which is to be assigned to each such assignee lender and
the portion of the Commitments of the assigning Bank to be assumed by it (the
“Assignment Agreements”); provided, however, that
unless the Agent, the  Company, the assignor Bank and the assignee
lender, in writing, agree to the contrary, (i) except in connection with
any assignment by a Bank to any of its Affiliates, the aggregate amount of
the Exposure of the assigning Bank being assigned to such assignee lender
pursuant to each such assignment (determined as of the effective date of the
relevant Assignment Agreement) shall in no event be less than the lesser of
$5,000,000 or the assignor Bank’s unused Revolving Credit Commitment;
(ii) the parties to each such assignment shall execute and deliver to the
Agent, for its acceptance and recording in the Register pursuant to Section
11.20 hereof, an Assignment Agreement, together with any Notes subject to such
assignment, (iii) the Agent and (except for an assignment made during the
continuance of any Event of Default) the Company must consent to each such
Assignment Agreement, which consents shall not be unreasonably withheld, to each
such assignment to (provided no such consent is required for any assignment to
any Affiliate of the assigning Bank), and (iv) except in connection with any
assignment by a Bank to any of its Affiliates, the assignee lender must pay to
the Agent a processing and recordation fee of $4,000 and any out-of-pocket
attorneys’ fees incurred by the Agent in connection with such Assignment
Agreement.  Upon the execution of each Assignment Agreement by the
assigning Bank thereunder, the assignee lender thereunder, the Company and the
Agent, satisfaction of all of the conditions set forth above and payment to such
assigning Bank by such assignee lender of the purchase price for the portion of
the Exposure being acquired by it, (i) such assignee lender shall thereupon
become a “Bank” for all purposes of this Agreement with an Exposure in the
amounts set forth in such Assignment Agreement and with all the rights, powers
and obligations afforded a Bank hereunder, (ii) such assigning Bank shall
have no further liability for funding the portion of any of its Commitments
assumed by such other Bank, and (iii) the address for notices to such
assignee Bank shall be as specified in the Assignment Agreement executed by
it.  Concurrently with the execution and delivery of such Assignment
Agreement executed by it, the Company shall execute and deliver a new Note to
the assignee Bank in the amount of its applicable Commitment or Loan and a new
Note to the assigning Bank in the amount of its Commitment or Loan after giving
effect to the reduction occasioned by such assignment, such new Note to
constitute a “Note” for all purposes of this
Agreement.  Notwithstanding the foregoing, in no event may any
assignment be made pursuant to this Section 11.17(a) to any entity which is
not a financial institution without the express prior written consent of the
Company.

     


    
      
         


      

      
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    (b) Pledges.  Any Bank
may at any time pledge or grant a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Bank, including any
such pledge or grant to a Federal Reserve Bank, and Section 11.17(a) shall not
apply to any such pledge or grant of a security interest; provided that no such
pledge or grant of a security interest shall release a Bank from any of its
obligations hereunder or substitute any such pledgee or secured party for such
Bank as a party hereto; provided further, however, the right of any such pledgee
or grantee (other than any Federal Reserve Bank) to further transfer all or any
portion of the rights pledged or granted to it, whether by means of foreclosure
or otherwise, shall be at all times subject to the terms of this
Agreement.

     

    11.18. Withholding
Taxes.

     

    (a) U.S. Withholding Tax
Exemptions.  Each Bank that is not a United States person (as
such term is defined in Section 7701(a)(30) of the Internal Revenue Code of
1986, as amended (the “Code”)) shall submit to the Company and the Agent on or
before the date the initial Borrowing is made hereunder or, if later, the date
such Bank becomes a Bank hereunder, two (2) properly completed and duly executed
copies of (i) either Internal Revenue Service Form W-8 ECI (certifying the
Bank’s status as a beneficial owner and entitlement to complete exemption from
withholding on all amounts to be received by such Bank, including fees, pursuant
to this Agreement and the Loans as effectively connected with the conduct of a
U.S. trade or business) or W-8 BEN (certifying the Bank’s status as beneficial
owner and entitlement to a complete exemption from withholding on all amounts to
be received by such Bank, including fees, pursuant to this Agreement and the
Loans, or any successor form as shall be adopted from time to time by the
Internal Revenue Service;  or (ii) solely if such Bank is claiming
exemption from United States withholding tax under Section 871(h) or
881(c)(3)(A) of the Code with respect to payments of “portfolio interest”,
Internal Revenue Service Form W-8 BEN, and a certificate representing that such
Bank is not a bank for purposes of Section 881(c) of the Code, is not a ten
percent (10%) shareholder (within the meaning of Section 871(h)(3)(B) of the
Code) of the Company and is not a controlled foreign corporation related to the
Company (within the meaning of Section 864(d)(4) of the Code) (or in the case of
any such form, such successor form as shall be adopted from time to time by the
Internal Revenue Service.  Thereafter and from time to time, each such
Bank shall submit to the Company and the Agent such additional properly
completed and duly executed copies of one of such Forms (or such successor forms
as shall be adopted from time to time by the relevant United States taxing
authorities) as may be (i) notified by the Company or Agent to such Bank
and (ii) required under then-current United States law or regulations to
establish an available exemption from United States withholding taxes on
payments in respect of all amounts to be received by such Bank, including fees,
pursuant to this Agreement or the Loans.  Upon the request of the
Company or Agent, each Bank that is a United States person (as such term is
defined in Section 7701(a)(30) of the Code) shall submit to the Company two
accurate and complete signed copies of Internal Revenue Service Form W-9 or any
successor thereto, as appropriate.

     

    (b) Inability of Bank to Submit
Forms.  If any Bank determines, as a result of any change in
applicable law, regulation or treaty, or in any official application or
interpretation thereof, that it is unable to submit to the Company any form or
certificate that such Bank is obligated to submit pursuant to subsection (a) of
this Section 11.18, or that such Bank is required to withdraw or cancel any such
form or certificate previously submitted or any such form or certificate
otherwise becomes ineffective or inaccurate, such Bank shall promptly notify the
Company and Agent of such fact and the Bank shall to that extent not be
obligated to provide any such form or certificate and will be entitled to
withdraw or cancel any affected form or certificate, as applicable.

     


    
      
         


      

      
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    (c) Payment of Additional
Amounts.  If, as a result of any change in applicable law,
regulation or treaty, or in any official application or interpretation thereof
after the date of this Agreement or, if later, the date a bank becomes a Bank
hereunder, the Company is required by law or regulation to make any deduction,
withholding or backup withholding of any taxes, levies, imposts, duties, fees,
liabilities or similar charges of the United States of America, any possession
or territory of the United States of America (including the Commonwealth of
Puerto Rico) or any area subject to the jurisdiction of the United States of
America (“U.S. Taxes”) from any payments to a Bank in respect of Loans then or
thereafter outstanding, or other amounts owing hereunder, the amount payable by
the Company will be increased to the amount which, after deduction from such
increased amount of all U.S. Taxes required to be withheld or deducted
therefrom, will yield the amount required under this Agreement to be payable
with respect thereto; provided that the Company shall not be required to pay any
additional amount pursuant to this subsection (c) to any Bank that (i) is not,
on the date this Agreement is executed by such Bank or, if later, the date such
Bank became a Bank hereunder, either (x) entitled to submit Form W-8 BEN
relating to such Bank and entitling it to a complete exemption from withholding
on all amounts to be received by such Bank, including fees, pursuant to this
Agreement and the Loans, Form W-8 BEN relating to all amounts to be received by
such Bank, including fees, pursuant to this Agreement and the Loans or Form W-8
BEN relating to such Bank and entitling it to a complete exemption from
withholding on all amounts to be received by such Bank, including fees, pursuant
to this Agreement and the Loans (or, in any such case, such successor forms as
shall be adopted from time to time by the Internal Revenue Service), or (y) a
U.S. person (as such term is defined in Section 7701(a)(30) of the Code), or
(ii) has failed to submit any form or certificate that it was required to file
pursuant to subsection (a) of this Section 11.18 and entitled to file under
applicable law, or (iii) is no longer entitled to submit Form W-8 BEN or Form
W-8 ECI as a result of any change in circumstances other than a change in
applicable law, regulation or treaty or in any official application or the
account of any Bank pursuant to this subsection (c), then such Bank will agree
to use reasonable efforts to change the jurisdiction of its applicable lending
office so as to eliminate or reduce any such additional payment which may
thereafter accrue if such change, in the judgment of such Bank, is not otherwise
disadvantageous to such Bank. Within thirty (30) days after the Company’s
payment of any such U.S. Taxes, the Company shall deliver to the Agent, for the
account of the relevant Bank(s), originals or certified copies of official tax
receipts evidencing such payment thereof or other evidence of payment reasonably
satisfactory to the Agent.  The obligations of the Company under this
subsection (c) shall survive the payment in full of the Loans and the
termination of the Commitments.  If any Bank or the Agent determines
it has received or been granted a refund, credit against, relief or remission
for, or repayment of, any taxes paid or payable by it because of any U.S. Taxes
paid by the Company and evidenced by such a tax receipt, such Bank or Agent
shall, to the extent it can do so without prejudice to the retention of the
amount of such refund, credit, relief, remission or repayment, pay to the
Company such amount as such Bank or Agent determines is attributable to such
deduction or withholding and which will leave such Bank or Agent (after such
payment) in no better or worse position than it would have been in if the
Company had not been required to make such deduction or
withholding.  Nothing in this Agreement shall interfere with the right
of each Bank and the Agent to arrange its tax affairs in whatever manner it
deems fit nor oblige any Bank or the Agent to disclose any information relating
to its tax affairs or any computations in connection with such
taxes.

     

    11.19. Confidentiality.  The
Agent and each Bank will keep confidential any non-public information concerning
the Company and its Subsidiaries furnished by the Company (which is designated
by the Company as confidential at the time such information is furnished to the
Agent or such Bank) or obtained by the Agent or such Bank through its
inspections pursuant to Section 7.5 hereof and known by such Bank to be
confidential, except that the Agent or any Bank may disclose such information
(a) to regulatory authorities having jurisdiction, (b) pursuant to subpoena or
other

     


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    legal
process, (c) to the Agent’s and such Bank’s counsel and auditors in connection
with matters concerning this Agreement, (d) to the Agent and such Bank’s
consultants in connection with negotiations concerning this Agreement or the
other Loan Documents and (e) to prospective participants and assignees and
participants in the credit extended hereunder, provided that any Persons
described in clauses (d) and (e) shall be bound to comply with the terms of this
Section 11.19.  In the situations described above (except where the
Company is a party or where disclosure is made during the course of a regulatory
examination of a Bank), the Agent or the relevant Bank shall notify the Company
as promptly as practicable of the receipt of a request for such disclosure and
furnish it with a copy of such subpoena or other legal process (to the extent
the Agent or such Bank is legally permitted to do so).  The provisions
of this Section shall survive the payment of the Notes and the termination of
this Agreement.

     

    11.20. Register.  The
Agent, on behalf of the Company, shall maintain at its address referred to in
Section 11.7 a copy of each assignment and acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the Banks
and each Commitment of, and principal amount of the Loans owing to, each Bank
from time to time (the “Register”).  The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error, and the
Company, the Agent and the Banks may treat each Person whose name is recorded in
the Register as a Bank hereunder for all purposes of this
Agreement.  The Register shall be available for inspection by the
Company or any Bank at any reasonable time and from time to time upon reasonable
prior notice.  Upon its receipt of an assignment and acceptance
executed by an assigning Bank, an assignee and the Company, if required, the
Agent shall, if such assignment and acceptance has been completed and is
acceptable to the Agent in form and substance, (a) accept such assignment and
acceptance, (b) record the information contained therein in the Register
and (c) give prompt notice thereof to the Company.

     

    11.21. SPCs.  Notwithstanding
anything to the contrary contain herein, any Bank except the Agent, (a “Granting
Bank”) may grant to a special purpose funding vehicle (an “SPC”) the option to
fund all or any part of any Loan that such Granting Bank would otherwise be
obligated to fund pursuant to this Agreement; provided, that (i) nothing herein
shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects
not to exercise such option or otherwise fails to fund all or any part of such
Loan, the Granting Bank shall be obligated to fund such Loan pursuant to the
terms hereof, (iii) no SPC shall have any voting rights pursuant to Section 11.1
(all such voting rights shall be retained by the Granting Bank) and (iv) with
respect to notices, payments and other matters hereunder, the Company, the Agent
and the Banks shall not be obligated to deal with an SPC, but may limit their
communications and other dealings relevant to such SPC to the applicable
Granting Bank.  The funding of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Bank to the same extent that, and as if,
such Loan were funded by such Granting Bank.  Each party hereto hereby
agrees that no SPC shall be liable for any indemnity or payment under this
Agreement for which a Lender would otherwise be liable for so long as, and to
the extent, the Granting Bank provides such indemnity or makes such
payment.  In furtherance of the foregoing, each party hereto hereby
agrees (which agreements shall survive termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other Person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any state
thereof.  Notwithstanding anything to the contrary contained in this
Agreement, any SPC may disclose on a confidential basis any non-public
information relating to its funding of Loans to any rating agency, commercial
paper dealer or provider of any surety or guarantee to such SPC.  The
grant of an option pursuant to this Section shall not be deemed either an
assignment or a participation pursuant to Section 11.16 or 11.17, respectively,
and shall not reduce the Commitment of the Granting Bank.  This
Section 11.21 may not be amended without the prior written consent of each
Granting Bank, all or any part of whose Loan is being funded by an SPC at the
time of such amendment.

     


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    


     

    11.22. Facsimile
Signatures.  The exchange of copies of this Agreement and of
signature pages by facsimile transmission shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes.  Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures for all
purposes.

     

    11.23. Defaulting
Bank.  Notwithstanding anything stated to the contrary in this
Agreement:

     

    (a) The
Borrower shall have the right to terminate the Commitment of any Defaulting Bank
by written notice to the Agent and the Defaulting Bank at any time within ten
(10) Business Days of the date the Borrower is informed by the Agent that such
Bank has become a Defaulting Bank.  If the Borrower terminates the
Commitment of a Defaulting Bank, repayment of any Loans due the Defaulting Bank
shall be made by the Borrower in the ordinary course of business pursuant hereto
and be subject to Section 2.3 hereof; and

     

    (b) The fees
otherwise payable to a Bank pursuant to Section 4.1 and 4.2 hereof shall not be
payable by Borrower to the Agent for the benefit of a Defaulting Bank for any
period a Bank is a Defaulting Bank; and

     

    (c) If a
Defaulting Bank makes any payment required pursuant to subsections (a) or (b) of
the definition of Defaulting Bank together with interest thereon, within three
(3) Business Days following the date it became a Defaulting Bank, the provisions
of this Section 11.23 shall be inapplicable.

     

    11.24. THIS SECTION IS MADE PART OF THIS
AGREEMENT IN COMPLIANCE WITH MO. REV. STAT. SECTION
432.047.  Oral agreements or commitments to loan money, extend
credit or to forbear from enforcing repayment of a debt including promises to
extend or renew such debt are not enforceable, regardless of the legal theory
upon which it is based that is in any way related to the
Agreement.  To protect Borrower and Lenders from misunderstanding or
disappointment, any agreements Borrower and the Lenders reach covering such
matters are contained in this writing, which is the complete and exclusive
statement of the agreement between us, except as we may later agree in writing
to modify it.

     

    


    


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REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

     

    


     

    [SIGNATURE
PAGES TO FOLLOW]

     


    
      
         


      

      
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    Upon your
acceptance hereof in the manner hereinafter set forth, this Agreement shall be a
contract between us for the purposes hereinabove set forth.

     

    Dated as
of March 11, 2009.

     

    
      
        
          	
                  THE
      EMPIRE DISTRICT ELECTRIC COMPANY

                   

                   

                  By:  /s/ Gregory A.
      Knapp

                  Its:  Vice-President-Finance
      and Chief Financial
Officer

                


        

      

    

    


    Accepted
and Agreed to as of the day and year last above written.

    


    
      
        
          
            	
                    UMB
      BANK, N.A., individually and as

                    Administrative
      Agent

                     

                    By:  /s/ Charles J.
      Wolf

                            Charles
      J. Wolf

                    Its:   Senior
      Vice President

                    Address:    1010
      Grand Boulevard

                                      
       Kansas City, MO   64106

                    Attention:  Charles
      J. Wolf

                    Telephone
      No.:  816-860-7130

                    Telecopy
      No.:    816-860-7143

                    charles.wolf@umb.com

                  	
                    BANK
      OF AMERICA, N.A.,

                    individually
      and as Syndication Agent

                     

                    By:  /s/ Eric A.
      Escagne

                          Eric
      A. Escagne

                    Its:  Senior
      Vice President

                    Address:  MO1-800-12-01

                                    
       800 Market Street, 12th
      Floor

                                 
          St. Louis, MO 63101

                    Attention:
      Eric A. Escagne

                    Telephone
      No.: 314-466-2126

                    Telecopy
      No.:   314-466-6499

                    eric.escagne@bankofamerica.com

                  
	 	 
	
                    WELLS
      FARGO BANK, N.A., individually

                    and
      as Documentation Agent

                     

                    By:  /s/ Tammy R.
      Henke

                           Tammy
      R. Henke

                    Its:   Vice
      President

                    Address:  7500
      College Boulevard, Suite 350

                                   
        Overland Park, KS  66210

                    Attention:  Tammy
      R. Henke

                    Telephone
      No.:  913-234-2903

                    Telecopy
      No.:    913-234-2901

                    tammy.r.henke@wellsfargo.com

                  	
                    ARVEST
      BANK

                     

                     

                    By:  /s/ Veronica M.
      Scheurich

                           Veronica
      M. Scheurich

                    Its:   Vice
      President

                    Address:  3201
      McClelland Boulevard

                                   
        Joplin, MO   64802

                    Attention:  Veronica
      M. Scheurich

                    Telephone
      No.:   (417) 627-8183

                    Telecopy
      No.:     (417) 627-8170

                    vscheurich@arvest.com

                  
	 
      	 
      


          

        

      

    

    



    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    Exhibit
A


     

    The
Empire District Electric Company


     

    Revolving
Credit Note

     

    
      	
              $__________________

            	
              ______________________,
      2009

            


    

    


     

    For Value
Received, the undersigned, The Empire District Electric Company, a Kansas
corporation (the “Company”), hereby promises to pay the principal sum of
_____________________ Dollars ($____________) to the order of ________________
(the “Bank”) on the Revolving Credit Termination Date (as defined in the Credit
Agreement hereinafter referred to), at the principal office of UMB Bank, N.A. in
Kansas City, Missouri the aggregate unpaid principal amount of all Revolving
Credit Loans made by the Bank to the Company under the Credit Agreement
hereinafter mentioned and remaining unpaid on the Revolving Credit Termination
Date, together with fees and all other amounts due with interest on the
principal amount of each Revolving Credit Loan from time to time outstanding
hereunder at the rates, and payable in the manner and on the dates specified in
said Credit Agreement.

     

    The Bank
shall record on its books or records or on the schedule to this Note which is a
part hereof the principal amount of each Revolving Credit Loan made by it to the
Company under the Credit Agreement, all payments of principal and interest
thereon and the principal balances from time to time outstanding; provided that
prior to the transfer of this Note all such amounts shall be recorded on a
schedule attached to this Note.  The record thereof, whether shown on
such books or records or on the schedule to this Note, shall be prima facie evidence as to
all such amounts absent manifest error; provided, however, that the
failure of the Bank to record any of the foregoing shall not limit or otherwise
affect the obligation of the Company to repay all Revolving Credit Loans made
under the Credit Agreement, together with accrued interest thereon.

     

    This Note
is one of the Revolving Credit Notes referred to in, and issued under, that
certain Unsecured Credit Agreement dated as of March ____, 2009, among the
Company, UMB Bank, N.A., individually and as Administrative Agent, and the Banks
named therein, as amended hereafter from time to time (the “Credit Agreement”)
and this Note and the holder hereof are entitled to all of the benefits provided
for thereby or referred to therein.  All defined terms used in this
Note, except terms otherwise defined herein, shall have the same meaning as such
terms have in said Credit Agreement.

     

    Prepayments
may be made, and are sometimes required to be made, on any Loan evidenced hereby
and this Note (and the Revolving Credit Loans evidenced hereby) may be declared
due prior to the expressed maturity thereof, all in the events, on the terms and
in the manner as provided for in said Credit Agreement.

     

    All
agreements between the Company and the Bank, whether now existing or hereafter
arising and whether written or oral, are expressly limited so that in no
contingency or event whatsoever, whether by reason of demand or acceleration of
the maturity of any of the indebtedness hereunder or otherwise, shall the amount
contracted for, charged, received, reserved, paid or agreed to be paid to or for
the benefit of the Bank for the use, forbearance, or detention of the funds
advanced hereunder or otherwise, or for the performance or payment of any
covenant or obligation contained in any document executed in connection herewith
(all such documents being hereinafter collectively referred to as the “Loan
Documents”), exceed the maximum lawful rate or amount of interest permissible
under applicable law (the “Highest Lawful Rate”), it being the intent of the
Company and the Bank in the execution hereof and of the Loan Documents to
contract in strict accordance with applicable usury laws.  If, as a
result of any circumstances whatsoever, performance

     


    
      
         


      

      
        A-1 


        
          

        

      

      
         


      

    


    by the
Company of any provision hereof or of any of such documents, at the time
performance of such provision shall be due, shall involve exceeding the limits
of applicable usury laws or result in the Bank having or being deemed to have
contracted for, charged, reserved or received interest (or amounts deemed to be
interest) in excess of the Highest Lawful Rate to be so contracted for, charged,
reserved or received by the Bank, then, the obligation to be performed by the
Company shall be reduced to the legal limit of such performance, and if, from
any such circumstance, the Bank shall ever receive interest or anything which
might be deemed interest under applicable law which would exceed the Highest
Lawful Rate, such amount which would be unlawful interest shall be refunded to
the Company or, to the extent (i) permitted by applicable law and (ii) such
unlawful interest does not exceed the unpaid principal balance of the Note and
the amounts owing on other obligations of the Company to the Bank under any Loan
Document applied to the reduction of the principal amount owing on account of
the Note or the amounts owing on other obligations of the Company to the Bank
under any Loan Document and not to the payment of interest.  All
interest paid, or agreed to be paid, to or for the benefit of the Bank shall, to
the extent permitted by applicable law, be amortized, prorated, allocated, and
spread throughout the full period of the indebtedness hereunder until payment in
full of the principal of the indebtedness hereunder (including the period of any
renewal or extension thereof) so that the interest on account of the
indebtedness hereunder for such full period shall not exceed the highest amount
permitted by applicable law.

     

    The
undersigned hereby expressly waives diligence, presentment, demand, protest,
notice of protest, notice of intent to accelerate, notice of acceleration, and
notice of any other kind.

     

    This Note
is governed by and shall be construed in accordance with the internal laws of
the State of Missouri.

     

    
      	 
      	
              THE
      EMPIRE DISTRICT ELECTRIC COMPANY

               

               

              By:___________________________________

               

            


    

    


    



    
      
         


      

      
        A-2 


        
          

        

      

      
         


      

    


    Exhibit
B

     

    The
Empire District Electric Company


     

    Pricing
Schedule

     

    


    
      	
              Basis
      for Pricing

            	
              Level
      I

              A-
      / A3

            	
              Level
      II

              BBB+/Baa1

            	
              Level
      III

              BBB/Baa2

            	
              Level
      IV

              BBB-/Baa3

            	
              Level
      V

              BB+
      / Ba1

            	
              Level
      VI

              <BB+
      / Ba1

            
	
              Applicable
      Margin for ABR Portions

            	
              100.0
      bps

               

            	
              100.0
      bps

               

            	
              125.0
      bps

               

            	
              175.0
      bps

               

            	
              200.0
      bps

               

            	
              225.0
      bps

               

            
	
              Applicable
      Margin for LIBOR Portions

            	
              250.0
      bps

            	
              270.0
      bps

            	
              290.0
      bps

            	
              340.0
      bps

            	
              365.0
      bps

            	
              390.0
      bps

            
	
              Facility
      Fee Rate

            	
              30.0
      bps

            	
              35.0
      bps

            	
              44.0
      bps

            	
              46.5
      bps

            	
              50.0
      bps

            	
              55.0
      bps

            
	
              Utilization
      Fee Rate

            	
              12.5
      bps

            	
              12.5
      bps

            	
              12.5
      bps

            	
              12.5
      bps

            	
              25.0
      bps

            	
              25.0
      bps

            


    

    


    For
calculation of the applicable rate of interest for any applicable period of
time, reference is hereby made to Section 3.2 and 3.3 of the Agreement and the
definitions of “ABR” and “Adjusted LIBOR Rate” stated therein.

     

    For
purposes of utilizing the above schedule:

     

    “Level I
Status” exists at any date if, on such date, the Company’s Moody’s Rating is A3
or better or the Company’s S & P Rating is A- or better.

     

    “Level II
Status” exists at any date if, on such date, (i) the Company has not qualified
for Level I Status and (ii) the Company’s Moody’s Rating is Baa1 or better or
the Company’s S & P Rating is BBB+ or better.

     

    “Level
III Status” exists at any date if, on such date, (i) the Company has not
qualified for Level I or II Status and (ii) the Company’s Moody’s Rating is Baa2
or better or the Company’s S & P Rating is BBB or
better.

     

    “Level IV
Status” exists at any date if, on such date, (i) the Company has not qualified
for Level I, II or III Status and (ii) the Company’s Moody’s Rating is Baa3 or
better or the Company’s S & P Rating is BBB- or
better.

     

    “Level V
Status” exists at any date if, on such date, (i) the Company has not qualified
for Level I, II, III or IV Status and (ii) the Company’s Moody’s Rating is Ba1
or better or the Company’s S & P Rating is BB+ or better.

     

    “Level VI
Status” exists at any date if, on such date, the Company has not qualified for
Level I, II, III, IV or V Status.

     

    “Moody’s
Rating” means, at any time, the rating issued by Moody’s Investors Service and
then in effect with respect to the Company’s senior unsecured long-term debt
securities without third-party credit enhancement.

     


    
      
         


      

      
        B-1 


        
          

        

      

      
         


      

    


    


     

    “S &
P Rating” means, at any time, the rating issued by Standard & Poor’s and
then in effect with respect to the Company’s senior unsecured long-term debt
securities without third-party credit enhancement.

     

    “Status”
means Level I Status, Level II Status, Level III Status, Level IV Status, Level
V Status or Level VI Status.

     

    The
Applicable Margin and Applicable Fee Rate shall be determined from time to time
in accordance with the foregoing schedule based on the Company’s Status as
determined from its then-current Moody’s Rating and/or S & P Rating; provided, that, if the
Company has neither a Moody’s Rating nor an S & P Rating at closing, Level
VI shall apply until the Company first receives either a Moody’s Rating or an S
& P Rating.  The credit rating in effect on any date for the
purposes of the foregoing schedule is that in effect at the close of business on
such date.  If, at any time, the Company has neither a Moody’s Rating
nor an S & P Rating, Level VI Status shall exist.  If, at any time
the Company has only a Moody’s Rating or an S & P Rating, but not both, the
Status shall be determined by reference to such rating.

     

    The
Company shall be responsible for promptly reporting any change in its Moody’s
Rating and/or its S & P Rating to the Agent.

     

    If the
Company is split-rated and the differential between ratings is one level, the
higher rating will apply.  If the Company is split-rated and the
differential between ratings is two levels or more, the intermediate ratings at
the midpoint will apply.  If there is no midpoint, the higher of the
two intermediate ratings will apply.

     

    


    


    



    
      
         


      

      
        B-2 


        
          

        

      

      
         


      

    


    Exhibit
C

     

    The
Empire District Electric Company


     

    Subsidiaries
of the Company

     

    
      
        
          
            
              
                
                  
                    	
                            Subsidiary

                          	
                            State of Organization

                          
	 
      	 
      
	
                            EDE
      Holdings, Inc.

                          	
                            Delaware

                          
	 	 
	
                            Empire
      District Industries, Inc.

                          	
                            Delaware

                          
	 	 
	
                            Utility
      Intelligence, Inc.

                          	
                            Missouri

                          
	 	 
	
                            EDE
      Property Transfer Corp.

                          	
                            Delaware

                          
	 	 
	
                            The
      Empire District Gas Company

                          	
                            Kansas

                          
	 	 
	
                            The
      Empire District Electric Company Arkansas, L.L.C.

                          	
                            Arkansas

                          
	 	 
	
                            Empire
      District Electric Trust I

                          	
                            Delaware

                          


                  

                

              

            

          

        

      

    

    


    



    
      
         


      

      
        C-1 


        
          

        

      

      
         


      

    


    Exhibit
D-1

     

    The
Empire District Electric Company


     

    Company’s
Kansas Counsel’s Opinion


     

    (To
Be Retyped On Letterhead Of Anderson & Byrd

     

    And
Dated As Of Date Of Closing)

     

    March
____, 2009

     

    


    UMB Bank,
N.A., Individually and as

    Administrative
Agent

    1010
Grand Boulevard

    Kansas
City, Missouri  64106

    


    The Banks
From Time to Time Party

    to the
Credit Agreement described below

    


    Ladies
and Gentlemen:

     

    We act as
Kansas counsel to The Empire District Electric Company, a Kansas corporation
(the “Company”). We are delivering this opinion to you pursuant to Section
5.1(b) of the Unsecured Credit Agreement dated as of March 11, 2009 among the
Company, UMB Bank, N.A., individually and as Administrative Agent, Bank of
America, N.A., individually and as Syndication Agent, Wells Fargo Bank, N.A.,
individually and as Documentation Agent and the other financial institutions
party thereto (the “Credit Agreement”).

     

    We have
examined executed originals of, the instruments and documents identified on
Exhibit A to
this letter (collectively, the “Loan Documents”, individual Loan Documents and
other capitalized terms used below being hereinafter referred to by the
designations appearing on Exhibit A).  We have also reviewed records
of all corporate proceedings necessary to authorize the execution and delivery
of the Loan Documents.  Capitalized terms used herein but not
otherwise defined shall have the meanings set forth in the Credit
Agreement.

     

    We have
also reviewed the restated articles of incorporation, as amended, and by-laws of
the Company (the “Organizational Documents”) and examined such other instruments
and records and inquired into such other factual matters and matters of law as
we deem necessary or pertinent to the formulation of the opinions hereinafter
expressed.

     

    Based on
the foregoing, we are of the opinion that:

     

    1.           The
Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Kansas with power and authority
(corporate and other) to own its properties and conduct its business as
currently conducted.

     

    2.           Each
of the Loan Documents executed by the Company has been duly authorized executed
and delivered by the Company and constitutes a valid and binding agreement of
the Company enforceable in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditor’s rights or by general principles of
equity.

     

    3.           All
approvals of the State Corporation Commission of the State of Kansas which are
required for the lawful execution and delivery of the Loan Documents have been
obtained; any

     


    
      
         


      

      
        D-1-1 


        
          

        

      

      
         


      

    


    conditions
in such approvals required to be satisfied prior to the lawful execution and
delivery of the Loan Documents have been duly satisfied; such approvals are in
full force and effect; and no further approval, authorization, consent or other
order of any public board or body in the State of Kansas is legally required for
the lawful execution and delivery of the Loan Documents.

     

    


                                                                                                                                        
Respectfully submitted,

    



    
      
         


      

      
        D-1-2 


        
          

        

      

      
         


      

    


    Exhibit
A


     

    The
Loan Documents

     

    All Loan
Documents are dated as of March 11, 2009.

     

    1.           The
Unsecured Credit Agreement dated as of March 11, 2009 among the Company, UMB
Bank, N.A. (“UMB”), individually and as Administrative Agent, Bank of America,
N.A. (“B of A”), individually and as Syndication Agent, Wells Fargo Bank, N.A.,
individually and as Documentation Agent and the other financial institutions
party thereto.

     

    2.           Revolving
Credit Note of the Company payable to the order of UMB.

     

    3.           Revolving
Credit Note of the Company payable to the order of B of A.

     

    4.           Revolving
Credit Note of the Company payable to the order of Arvest Bank.

     

    5.           Revolving
Credit Note of the Company payable to the order of Wells Fargo Bank,
N.A.

     

    


    



    
      
         


      

      
        D-1-3 


        
          

        

      

      
         


      

    


    Exhibit
D-2

     

    The
Empire District Electric Company


     

    Company’s
Missouri Counsel’s Opinion


     

    (To
Be Retyped On Letterhead Of Spencer, Scott & Dwyer, P.C.

     

    And
Dated As Of Date Of Closing)

     

    March
____, 2009

     

    UMB Bank,
N.A., Individually and as

    Administrative
Agent

    1010
Grand Boulevard

    Kansas
City, Missouri  64106

    


    The Banks
From Time to Time Party

    to the
Credit Agreement described below

    


    Ladies
and Gentlemen:

     

    We act as
counsel to The Empire District Electric Company, a Kansas corporation (the
“Company”).  We are delivering this opinion to you pursuant to Section
5.1(b) of the Unsecured Credit Agreement dated as of March 11, 2009 among the
Company, UMB Bank, N.A., individually and as Administrative Agent, Bank of
America, N.A., individually and as Syndication Agent, Wells Fargo Bank, N.A.,
individually and as Documentation Agent and the other financial institutions
party thereto (the “Credit Agreement”).

     

    We have
examined executed originals of, the instruments and documents identified on
Exhibit A to this letter (collectively, the “Loan Documents”, individual Loan
Documents and other capitalized terms used below being hereinafter referred to
by the designations appearing on Exhibit A).  We have also reviewed
records of all corporate proceedings necessary to authorize the execution and
delivery of the Loan Documents.  Capitalized terms used herein but not
otherwise defined shall have the meanings set forth in the Credit
Agreement.

     

    We have
also reviewed the restated articles of incorporation, as amended, and by-laws of
the Company (the “Organizational Documents”) and examined such other instruments
and records and inquired into such other factual matters and matters of law as
we deem necessary or pertinent to the formulation of the opinions hereinafter
expressed.

     

    Based on
the foregoing and our knowledge of the affairs of the Company (and, to the
extent indicated below upon the opinion of other counsel hereinafter referred
to), we are of the opinion that:

     

    1.           The
Company has been duly incorporated and is validly existing and in good standing
under the laws of the State of Kansas, with power and authority (corporate and
other) to own its properties and conduct its business as a foreign corporation
in good standing in the States of Arkansas, Missouri and Oklahoma, which are the
only jurisdictions (other than Kansas) in which it owns or leases substantial
properties or in which the conduct of its business requires such
qualification.

     

    2.           None
of the execution, delivery or performance by the Company of its obligations
under any of the Loan Documents will conflict with, violate or result in a
breach of any Missouri law or administrative regulation or any court decree
known to us to be applicable to the Company (it being understood that we express
no opinion as to matters subject to the jurisdiction of the Public Service
Commission of the State of Missouri, the Corporation Commission of Oklahoma, the
State

     


    
      
         


      

      
        D-2-1 


        
          

        

      

      
         


      

    


    Corporation
Commission of the State of Kansas or the Arkansas Public Service Commission),
conflict with or result in a breach of any of the terms, conditions or
provisions of the Organizational Documents, or of any agreement or instrument
known to us to which the Company is a party or by which the Company is bound or
constitute a default thereunder, or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of the properties
or assets of the Company.

     

    3.           We
have no actual knowledge of any legal or arbitral proceedings or any proceedings
by or before any governmental or regulatory authority, now pending or threatened
in writing against the Company that, if adversely determined, would have a
Material Adverse Effect (as such term is defined in the Credit
Agreement).

     

    In
rendering this opinion, we have relied as to the incorporation of the Company
and all other matters governed by Kansas law upon the opinion of Anderson &
Byrd, LLP, rendered to you pursuant to Section 5.1(b) of the Credit
Agreement.

     

                                                                                                                                                                      Respectfully submitted,

    



    
      
         


      

      
        D-2-2 


        
          

        

      

      
         


      

    


    Exhibit
A


     

    The
Loan Documents

     

    All Loan
Documents are dated as of March 11, 2009.

     

    1.           The
Unsecured Credit Agreement dated as of March 11, 2009 among the Company, UMB
Bank, N.A. (“UMB”), individually and as Administrative Agent, Bank of America,
N.A. (“B of A”), individually and as Syndication Agent, Wells Fargo Bank, N.A.,
individually and as Documentation Agent and the other financial institutions
party thereto.

     

    2.           Revolving
Credit Note of the Company payable to the order of UMB.

     

    3.           Revolving
Credit Note of the Company payable to the order of B of A.

     

    4.           Revolving
Credit Note of the Company payable to the order of Arvest Bank.

     

    5.           Revolving
Credit Note of the Company payable to the order of Wells Fargo Bank,
N.A.

     

    


    



    
      
         


      

      
        D-2-3 


        
          

        

      

      
         


      

    


    


    Exhibit
E

     

    The
Empire District Electric Company


     

    Quarterly
Compliance Certificate

     

    This
Quarterly Compliance Certificate is furnished to UMB Bank, N.A. and the other
Banks (collectively, the “Banks”) and UMB Bank, N.A. as Administrative Agent
(the “Agent”) for the Banks, pursuant to that certain Unsecured Credit Agreement
dated as of March 11, 2009, by and among The Empire District Electric Company
(the “Company”), the Agent and the Banks (the “Agreement”).  Unless
otherwise defined herein, the terms used in this Compliance Certificate and
Schedule I hereto have the meanings ascribed thereto in the
Agreement.

     

    The
Undersigned Hereby Certifies on Behalf of the Company That:

     

    1.           I
am the duly elected Chief Financial Officer of the Company;

     

    2.           I
have reviewed the terms of the Agreement and I have made, or have caused to be
made under my supervision, a detailed review of the transactions and financial
condition of the Company during the accounting period covered by the attached
financial statements sufficient for me to provide this Quarterly Compliance
Certificate;

     

    3.           The
examinations described in paragraph 2 did not disclose, and I have no knowledge
of, the existence of any condition or event which constitutes an Event of
Default either during or at the end of the accounting period covered by the
Compliance Calculations (defined below) attached hereto, except as set forth
below;

     

    4.           Schedule
I attached hereto sets forth financial computations evidencing the Company’s
compliance with the covenants set forth in Sections 7.14 and 7.15 of the
Agreement (the “Compliance Calculations”), all of which computations are true,
complete and correct; and

     

    5.           As
of the end of the accounting period covered by this Quarterly Compliance
Certificate, the Company hereby confirms that all of the representations and
warranties set forth in Section 6 of the Agreement were true and correct in all
material respects (except for those representations and warranties expressly
limited by their term to specific dates, which representations were true and
correct in all materials respects as of such other dates) except as set forth
below.

     

    Described
below are the exceptions, if any, to paragraphs 3 and 5 above by listing, in
detail, the nature of the condition or event, the period during which it existed
or has existed and the action which the Company has taken, is taking or proposes
to take with respect to each such condition or event:

     

    
      	 
      
	 
      
	 
      


    

    


     


    
      
         


      

      
        E-1 


        
          

        

      

      
         


      

    


    The
foregoing certifications, together with the Compliance Computations set forth in
Schedule I hereto are made and delivered this _____ day of ________________,
20___.

     

    


    
      	 
      	
              THE
      EMPIRE DISTRICT ELECTRIC COMPANY

               

               

              By: 
      ____________________________________

              Name: 
      __________________________________

              Title:  Chief
      Financial Officer

               

            


    

    


    


    


    



    
      
         


      

      
        E-2 


        
          

        

      

      
         


      

    


    Schedule
I

     

    To
Compliance Certificate


     

    The
Empire District Electric Company


     

    Compliance
Calculations For Unsecured Credit Agreement

     

    Dated
March 11, 2009

     

    Calculations
As Of _________________, 20___

     

    


    


    Section
7.14   Maximum Total Indebtedness To Total Capitalization
Ratio

    


    
      
        	
                (a)

              	
                Long-term
      Debt

              	 
      	
                $_________________

              
	
                (b)

              	
                Current
      Maturities of

              	 
      	 
      
	 
      	
                Long-term
      Debt

              	
                plus

              	
                $__________________

              
	
                (c)

              	
                Capital
      Leases

              	
                plus

              	
                $__________________

              
	
                (d)

              	
                Short-term
      Debt (commercial

              	 
      	 
      
	 
      	
                paper
      and notes payable)

              	
                plus

              	
                $__________________

              
	
                (e)

              	
                Other
      Indebtedness

              	
                plus

              	
                $__________________

              
	
                (f)

              	
                Junior
      Subordinated Debentures

              	 
      	 
      
	 
      	
                issued
      in 2001 by the Company

              	
                less

              	
                $__________________

              
	 
      	 
      	 
      	 
      
	
                Total
      Indebtedness

              	 
      	
                =

              	
                $
      __________________

              


      

    

    


    
      
        	
                (aa)

              	
                Total
      Indebtedness

              	 
      	
                $_________________

              
	
                (bb)

              	
                Common
      Stockholders’ Equity

              	
                plus

              	
                $_________________

              
	
                (cc)

              	
                Preferred
      Stock

              	
                plus

              	
                $_________________

              
	
                (ee)

              	
                Other
      Securities including Junior

              	 
      	 
      
	 
      	
                Subordinated
      Debentures

              	 
      	 
      
	 
      	
                issued
      in 2001 by the Company

              	
                plus

              	
                $_________________

              
	 
      	 
      	 
      	 
      
	
                Total
      Capitalization

              	 
      	
                =

              	
                $_________________

              


      

    

     

     

    
      
        
          
            	
                    Total Indebtedness

                  	
                    =

                  	
                         
      $                             
      

                  	
                    =

                  	
                           

                  
	
                    Total
      Capitalization

                  	 
      	
                         
      $ __________

                  	 
      	
                      1

                  


          

        

      

                   
Required to be no more than 0.625 to 1.

    


    
      
        	
                Compliance
      as of Calculation Date:

              	
                Yes  _______

              	
                No  _______

              


      

    

    



    
      
         


      

      
        E-3

        
          

        

      

      
         


      

    


    


    Section
7.15    Minimum Interest Coverage Ratio

    


    
      
        	
                (a)

              	
                Net
      Income

              	 
      	
                $__________________

              
	
                (b)

              	
                Interest
      Expense

              	
                plus

              	
                $__________________

              
	
                (c)

              	
                Income
      Taxes

              	
                plus

              	
                $__________________

              
	
                (d)

              	
                Depreciation

              	
                plus

              	
                $__________________

              
	
                (e)

              	
                Amortization

              	
                plus

              	
                $__________________

              


      

    

    


    
      
        	
                EBITDA

              	 
      	
                  =

              	
                $__________________

              


      

    

    


    
      
        	
                (aa)

              	
                Interest
      on Loans

              	 
      	
                $__________________

              
	
                (bb)

              	
                Imputed
      interest on capitalized

              	 
      	 
      
	 
      	
                leases

              	 
      	
                $__________________

              
	
                (cc)

              	
                Amortization
      of discount of

              	 
      	 
      
	 
      	
                Indebtedness

              	 
      	
                $__________________

              
	
                (dd)

              	
                All
      other interest expense

              	 
      	 
      
	 
      	
                including
      interest on Junior

              	 
      	 
      
	 
      	
                Subordinated
      Debentures

              	 
      	
                $__________________

              


      

    

    


    
      
        	
                Interest
      Charges

              	 
      	
                  =

              	
                $__________________

              


      

    

     

    
      
        
          	
                  Interest
      Coverage Ratio  =

                	
                       
      EBITDA       

                	
                  =

                	
                      $                               
      

                	
                  =

                	 
      _____
	 
      	
                  Interest
      Charges

                	 
      	
                      $
      ___________

                	 
      	 
      


        

      

    

     

       
Required to be no less than 2.0 to 1

    


    
      
        	
                Compliance
      as of Calculation Date:

              	
                Yes  _______

              	
                No  _______

              


      

    

    


    


    



    
      
         


      

      
        E-4 


        
          

        

      

      
         


      

    


    Exhibit
F

     

    The
Empire District Electric Company


     

    Existing
Liens

    
 

    None.

    


     

     

     

    F-1