Common use of AUTHORIZATION OF ISSUE OF NOTES Clause in Contracts

AUTHORIZATION OF ISSUE OF NOTES. The Companies will authorize the issue of their senior promissory notes (the "Notes") in the aggregate principal amount of up to $190,000,000, to be dated the date of issue thereof, to mature, in the case of each Note so issued, no more than 15 years from the date of issue thereof, to have an average life of no more than 12 years, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to paragraph 2F, and to be substantially in the form of Exhibit A attached hereto. Notwithstanding the foregoing, at no time shall the aggregate outstanding principal amount of Notes issued pursuant to this Agreement exceed $188,250,000. The term "Notes" as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same installment payment dates, (iii) the same installment payment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periods, are herein called a "Series" of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Agreement is amended in full to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.

AUTHORIZATION OF ISSUE OF NOTES. {TC \1 “1”} . The Companies Issuers will authorize (a) the issue of their senior secured promissory notes (the "“Series A Notes"”) in the aggregate principal amount of up to $190,000,00025,000,000, to be dated the date of issue thereof, to maturemature May 14, in the case of each Note so issued, no more than 15 years from the date of issue thereof, to have an average life of no more than 12 years2025, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 5.50% per annum (provided that, during any period when an Event of Default shall be in existence, at the election of the Required Holder(s) the outstanding principal balance of the Series A Notes shall bear interest from and after the date of such Event of Default and until the date such Event of Default ceases to be in existence at the rate per annum, annum from time to time equal to the Default Rate) and on overdue payments at the rate per annum from time to have such other particular terms, as shall be set forth, in time equal to the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to paragraph 2FDefault Rate, and to be substantially in the form of Exhibit A attached hereto. Notwithstanding , (b) the foregoing, at no time shall issue of their senior secured promissory notes (the “Series B Notes”) in the aggregate outstanding principal amount of $12,500,000, to be dated the First Amendment Effective Date, to mature August 17, 2027, to bear interest on the unpaid balance thereof from the Series B Closing Date until the principal thereof shall have become due and payable at the rate of 5.10% per annum (provided that, during any period when an Event of Default shall be in existence, at the election of the Required Holder(s) the outstanding principal balance of the Series B Notes issued pursuant shall bear interest from and after the date of such Event of Default and until the date such Event of Default ceases to this Agreement exceed be in existence at the rate per annum from time to time equal to the Default Rate) and on overdue payments at the rate per annum from time to time equal to the Default Rate, and to be substantially in the form of Exhibit A-2 attached hereto, and (c) the issue of their senior secured promissory notes (the “Series C Notes”; together with the Series A Notes and the Series B Notes, the “Notes”) in the aggregate principal amount of $188,250,00030,000,000, to be dated the Fifth Amendment Effective Date, to mature September 10, 2028, to bear interest on the unpaid balance thereof from the Series C Closing Date until the principal thereof shall have become due and payable at the rate of 3.18% per annum (provided that, during any period when an Event of Default shall be in existence, at the election of the Required Holder(s) the outstanding principal balance of the Series C Notes shall bear interest from and after the date of such Event of Default and until the date such Event of Default ceases to be in existence at the rate per annum from time to time equal to the Default Rate) and on overdue payments at the rate per annum from time to time equal to the Default Rate, and to be substantially in the form of Exhibit A-3 attached hereto. Each Series C Note shall be in the principal face amount set forth in the Purchaser Schedule and shall evidence the purchase of the Series C Notes made as contemplated by the Fifth Amendment. The term "“Notes" ” as used herein shall include each Note such senior secured promissory note delivered pursuant to any provision of this Agreement and each Note such senior secured promissory note delivered in substitution or exchange for any such other Note pursuant to any such provision. 1. Notes which have (i) the same final maturity, (ii) the same installment payment dates, (iii) the same installment payment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periods, are herein called a "Series" of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Agreement 3Paragraph 3J is amended in full to read and restated as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.:

AUTHORIZATION OF ISSUE OF NOTES. The Companies Company will authorize the issue of their its senior promissory notes (the "“Notes"”) in the aggregate principal amount of up to $190,000,000100,000,000 (or the equivalent in the Available Currencies), to be dated the date of issue thereof, to mature, in the case of each Note so issued, no more than 15 fifteen years from after the date of issue original issuance thereof, to have an average life of no more than 12 twelve years, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to paragraph 2FSection 2B(5), and to be substantially in the form of Exhibit A attached hereto. Notwithstanding the foregoingIn no event is it contemplated that Notes would be issued hereunder if, at no time shall after giving effect thereto, the aggregate outstanding principal amount Notes and other notes of Notes issued pursuant to this Agreement the Company held by Prudential and Persons described in clause (ii) of the defined term “Prudential Affiliate” would exceed $188,250,000175,000,000. The term "terms “Note” and “Notes" ” as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same installment payment principal prepayment dates, (iii) the same installment payment principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periods, (vi) the same currency denomination, and (vii) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a "“Series" ” of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Capitalized terms used and not otherwise defined in this Agreement are defined in Schedule B, unless such term is amended identified herein as defined in full Schedule BB; references to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"Agreement." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.

AUTHORIZATION OF ISSUE OF NOTES. The Companies Company will authorize the issue and sale of their its senior promissory notes ntoes (the "NotesNOTES") in the aggregate principal amount of up to Seventy-Nine Million, Five Hundred Sixty Thousand Nine Hundred Eight and 91/100 Dollars ($190,000,000, 79,560,908.91) to be dated the date of issue thereof, to maturemature on February 28, in the case of each Note so issued, no more than 15 years from the date of issue thereof, to have an average life of no more than 12 years2002, to bear interest on the unpaid balance thereof from February 28, 1997 (or such later day as any Note shall be dated upon an exchange of Notes) until the date principal thereof shall have become due and payable at the rate per annumspecified below in this Section 1, payable monthly on the last day of each month commencing on March 31, 1997 and at maturity, and to have such other particular termson overdue principal, as shall be set forth, in Yield-Maintenance Amount and accrued interest at the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to paragraph 2Frate specified therein, and to be substantially in the form of Exhibit A attached heretohereto with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Notwithstanding Interest on the foregoing, at no time Notes shall be computed on the aggregate outstanding principal amount basis of Notes issued pursuant to this Agreement exceed $188,250,000a 360-day year of twelve 30-day months. The term "Notes" as used herein shall include each Note delivered pursuant to any provision of this Agreement hereof and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. The interest rate applicable to the Notes which have shall be nine and two-tenths percent (i9.20%) per annum from and including the Effective Date of the First Amendment to, but not including, the same final maturity, (ii) the same installment payment dates, (iii) the same installment payment amounts (as a percentage date of the original principal amount sixth month thereafter (the "SIX MONTH ANNIVERSARY DATE"). Subject to the last sentence of each Note)this Section 1, (iv) commencing on the same Six Month Anniversary Date, the interest rate, and (v) rate applicable to the same interest payment periods, are herein called a "Series" Notes at any time shall be the rate set forth below opposite the lowest Credit Rating of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B either Rating Agency in effect for any Senior Public Obligations of the Agreement is amended in full to read as followsGuarantor at such time: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.[TABLE OMITTED]

AUTHORIZATION OF ISSUE OF NOTES. Authorization of Issue of Series A, B and C Notes. The Companies will authorize Company has authorized the issue issuance of their (i) its senior promissory notes (the "Series A Notes") in the aggregate principal amount of up to $190,000,00050,000,000, to be dated the date of issue thereof, to maturemature December 20, in the case of each Note so issued, no more than 15 years from the date of issue thereof, to have an average life of no more than 12 years, 2016 and to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 5.53% per annum, (ii) its senior promissory notes (the "Series B Notes") in the aggregate principal amount of $50,000,000, to be dated the date of issue thereof, to mature March 20, 2017 and to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have such other particular terms, as shall be set forth, become due and payable at the rate of 5.55% per annum and (iii) its senior promissory notes (the "Series C Notes") in the case aggregate principal amount of each Note so issued$25,000,000, in to be dated the Confirmation date of Acceptance with respect issue thereof, to such Note delivered pursuant to paragraph 2Fmature June 20, 2016, and to bear interest on the unpaid balance from the date thereof until the principal thereof shall have become due and payable at the rate of 5.56% per annum. Overdue principal, Yield Maintenance Amount and interest on each Series A Note, Series B Note and Series C Note shall bear interest at the rate specified therein. The Series A Notes shall be substantially in the form of Exhibit A attached A-1 hereto, the Series B Notes shall be substantially in the form of Exhibit A-2 hereto and the Series C Notes shall be substantially in the form of Exhibit A-3 hereto. Notwithstanding the foregoing, at no time shall the aggregate outstanding principal amount of Notes issued pursuant to this Agreement exceed $188,250,000. The term terms "Series A Note," "Series A Notes," "Series B Note," "Series B Notes," "Series C Note" and "Series C Notes" as used herein shall include include, as applicable, each Series A Note, Series B Note or Series C Note delivered pursuant to any provision of this Agreement and each Series A Note, Series B Note or Series C Note, as applicable, delivered in substitution or exchange for any such Note therefore pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same installment payment dates, (iii) the same installment payment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periods, are herein called a "Series" of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Agreement is amended in full to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.

AUTHORIZATION OF ISSUE OF NOTES. The Companies will Company may authorize the issue of their its senior unsecured promissory notes (the "Shelf Notes") in the aggregate principal amount of up to $190,000,000125,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 15 twelve years from after the date of issue original issuance thereof, to have an average life life, in the case of each Shelf Note so issued, of no more than 12 yearsten years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to paragraph 2F2G, and to be substantially in the form of Exhibit A A-2 attached hereto. Notwithstanding the foregoing, at no time The terms "Shelf Note" and "Shelf Notes" as used herein shall the aggregate outstanding principal amount of Notes issued include each Issued Series A Note and each Shelf Note delivered pursuant to any provision of this Agreement exceed $188,250,000and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The term terms "Note" and "Notes" as used herein shall include each Issued Series A Note and each Shelf Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same installment payment principal prepayment dates, (iii) the same installment payment principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periodsperiods and (vi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note's ultimate predecessor Note was issued), are herein called a "Series" of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Agreement is amended in full to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.

AUTHORIZATION OF ISSUE OF NOTES. (a) The Companies Company will authorize the issue of their its senior promissory notes (the "'Notes"') in the aggregate principal amount of up to $190,000,000, 550,000,000 to be dated the date of issue thereof, ; to mature, in the case of each Note so issued, no more than 15 12 years from after the date of issue original issuance thereof, ; to have an average life life, in the case of each note so issued, of no more than 12 years, 10 years after the date of original issuance thereof; to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to paragraph 2F, Section 2.6; and to be substantially in the form of Exhibit A 1 attached hereto. Notwithstanding the foregoing, at no time shall the aggregate outstanding principal amount of Notes issued pursuant to this Agreement exceed $188,250,000. The term "'Notes" ' as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same installment payment dates, (iii) the same installment payment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periods, and (vi) the same original date of issuance are herein called a "'Series" ' of Notes. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a 'Schedule' or an 'Exhibit' are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement." (b) The Company will authorize the issue and sale of $100,000,000 aggregate principal amount of its 5.92% Senior Notes, Series N, due 2013 (the 'Series N Notes', such term to include any such notes issued in substitution therefor pursuant to Section 13). The Series N Notes shall be substantially in the form set out in Exhibit 1-A. The Series N Notes will be considered Accepted Notes for purposes of this Agreement, including the provisions of Section 4. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing for the Series N Notes on May 17, 2006, Notes in the principal amount specified opposite such Purchaser's name in the Purchaser Schedule for the Series N Notes at the purchase price of 100% of the principal amount thereof. The Purchasers' obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder. At the Closing for the Series N Notes, the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated May 17, 2006 and registered in such Purchaser's name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number ▇▇▇▇▇▇▇▇▇ 2B of the Agreement is amended in full to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29for wire transfers, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31other relevant wire transfer information. If at the Closing for the Series N Notes the Company shall fail to tender such Notes to any Purchaser as provided herein, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiariesthe conditions specified in Section 4 shall not have been fulfilled to such Purchaser's satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.

AUTHORIZATION OF ISSUE OF NOTES. The Companies Issuers will authorize (a) the issue of their senior secured promissory notes (the "“Series A Notes"”) in the aggregate principal amount of up to $190,000,00025,000,000, to be dated the date of issue thereof, to maturemature May 14, in the case of each Note so issued, no more than 15 years from the date of issue thereof, to have an average life of no more than 12 years2025, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 5.50% per annum (provided that, during any period when an Event of Default shall be in existence, at the election of the Required Holder(s) the outstanding principal balance of the Notes shall bear interest from and after the date of such Event of Default and until the date such Event of Default ceases to be in existence at the rate per annum, annum from time to time equal to the Default Rate) and on overdue payments at the rate per annum from time to have such other particular terms, as shall be set forth, in time equal to the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to paragraph 2FDefault Rate, and to be substantially in the form of Exhibit A attached hereto. Notwithstanding hereto and (b) the foregoingissue of their senior secured promissory notes (the “Series B Notes”; together with the Series A Notes, at no time shall the “Notes”) in the aggregate outstanding principal amount of $12,500,000, to be dated the First Amendment Effective Date, to mature August 17, 2027, to bear interest on the unpaid balance thereof from the Series B Closing Date until the principal thereof shall have become due and payable at the rate of 5.10% per annum (provided that, during any period when an Event of Default shall be in existence, at the election of the Required Holder(s) the outstanding principal balance of the Notes issued pursuant shall bear interest from and after the date of such Event of Default and until the date such Event of Default ceases to this Agreement exceed $188,250,000be in existence at the rate per annum from time to time equal to the Default Rate) and on overdue payments at the rate per annum from time to time equal to the Default Rate, and to be substantially in the form of Exhibit A-2 attached hereto. Each Series B Note shall be in the principal face amount set forth in the Purchaser Schedule and shall evidence Series B Loans (as hereinafter defined) made as contemplated by the First Amendment. The term "“Notes" ” as used herein shall include each Note such senior secured promissory note delivered pursuant to any provision of this Agreement and each Note such senior secured promissory note delivered in substitution or exchange for any such other Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same installment payment dates, (iii) the same installment payment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periods, are herein called a "Series" of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Agreement is amended in full to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.

AUTHORIZATION OF ISSUE OF NOTES. The Companies Company will authorize the issue of their its senior promissory notes (the "“Shelf Notes"”) in the aggregate principal amount of up to $190,000,000300,000,000, to be dated the date of issue thereof, to mature, in the case of each Fixed Rate Note so issued, no more than 15 fifteen (15) years from after the date of issue original issuance thereof and, in the case of each Floating Rate Note so issued, no more than ten (10 years after the date of original issuance thereof, to have an average life life, in the case of each Fixed Rate Note so issued, of no more than 12 yearsfifteen (15) years after the date of original issuance thereof and, in the case of each Floating Rate Note so issued, no more than ten (10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to paragraph 2F2B(6), but with interest at the Default Rate if an Event of Default described in paragraph 7A(i) or (ii) has occurred and is continuing and at the Default Rate on any overdue Yield-Maintenance Amount, Prepayment Premium, Breakage Amount and interest, and to be substantially in the form of Exhibit A A-1 attached hereto. Notwithstanding hereto in the foregoing, at no time shall case of a Fixed Rate Note or Exhibit A-2 attached hereto in the aggregate outstanding principal amount case of Notes issued pursuant to this Agreement exceed $188,250,000a Floating Rate Note. The term "Notes" as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturityterms “Note”, (ii) the same installment payment dates, (iii) the same installment payment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periods, are herein called a "Series" of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Agreement is amended in full to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.“

AUTHORIZATION OF ISSUE OF NOTES. (a) The Companies Company will authorize the issue of their senior promissory notes (the "Notes") its Senior Notes in the aggregate principal amount of up to $190,000,0005,000,000, to be dated the date of issue thereofissue, to mature, in mature on the case of each Note so issued, no more than 15 years from the date of issue thereof, to have an average life of no more than 12 yearsMaturity Date, to bear interest on the unpaid balance thereof from the date thereof until the Maturity Date or until the entire principal thereof shall have become due and payable at the rate of 6% per annum, payable in cash quarterly in arrears on each of September 1, December 1, March 1 and to have such other particular termsJune 1, as shall be set forthbeginning March 1, in the case of each Note so issued2002 with one final interest payment on September 1, in the Confirmation of Acceptance with respect to such Note delivered pursuant to paragraph 2F2005, and to be substantially in the form of Exhibit A attached heretohereto attached. Notwithstanding The Company will authorize the foregoing, at no time shall issue of its Junior Notes in the aggregate outstanding principal amount of $5,000,000, to be dated the date of the issue, to mature on the Maturity Date, to bear interest on the unpaid balance thereof until the Maturity Date or until the entire principal thereof shall have become due and payable at the rate of 6% per annum, payable in arrears, upon each Conversion Date; provided, however, that on the first Conversion Date, the -------- ------- Company shall, in addition to the payment of any interest accrued on the Junior Notes issued pursuant through such date, make a one time payment to this Agreement exceed the Buyer, in cash, in the amount equal to $188,250,000135,616.43. The Company shall have the option to pay up to 50% of the interest due and payable on the Junior Notes on each Conversion Date, in Common Shares, such shares to be valued at the average closing price for a share of Common Stock on NASD Bulletin Board or on NASDAQ National Market System or on an exchange, if any, on which the Common Stock is listed during the fifty (50) trading-day period following the date hereof, such value not to exceed, in any case, $1 per share. The term "Senior Note" or "Senior Notes" as used herein shall include each Senior Note delivered pursuant to any provision of this Agreement and each Senior Note delivered in substitution or exchange for any such Note pursuant to Note, in any such provision. Notes case which have (i) is at the same final maturity, (ii) the same installment payment dates, (iii) the same installment payment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periods, are herein called a "Series" of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Agreement is amended in full to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇time outstanding. The term "Regulation G,Junior Note" or "Junior Notes" as used herein shall include each Junior Note delivered pursuant to any provision of this Agreement and each Junior Note delivered in Paragraph 3D substitution of exchange for any such Junior Note, in any case which is at the time outstanding. "Senior Notes" and Paragraph 8I "Junior Notes" are herein referred to, collectively, as "Notes." All interest on the Notes shall be computed on the basis of the Agreementactual number of days elapsed and a year of 365 or 366 days, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added applicable. To the extent permitted by applicable law, interest shall be due and payable on any overdue installment of principal or interest of any Note at a rate equal to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed Defined Rate per annum from the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that isdate such payment was due until paid, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" payable on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiariesdemand." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.

AUTHORIZATION OF ISSUE OF NOTES. The Companies Company will authorize the issue of their its senior unsecured promissory notes (the "NotesSHELF NOTES") in the aggregate principal amount of up to $190,000,000125,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 15 twelve years from after the date of issue original issuance thereof, to have an average life life, in the case of each Shelf Note so issued, of no more than 12 yearsten years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to paragraph 2F, and to be substantially in the form of Exhibit A attached hereto. Notwithstanding the foregoing, at no time shall the aggregate outstanding principal amount of Notes issued pursuant to this Agreement exceed $188,250,000. The term terms "NotesSHELF NOTE" and "SHELF NOTES" as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms "NOTE" and "NOTES" as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same installment payment principal prepayment dates, (iii) the same installment payment principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periodsperiods and (vi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note's ultimate predecessor Note was issued), are herein called a "SeriesSERIES" of Notes." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Agreement is amended in full to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.

AUTHORIZATION OF ISSUE OF NOTES. The Companies Company will authorize the issue of their its senior promissory notes (the "Notes") in the aggregate principal amount of up to $190,000,00050,000,000, to be dated the date of issue thereof, to maturemature May 1, in the case of each Note so issued, no more than 15 years from the date of issue thereof, to have an average life of no more than 12 years2006, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 7.94% per annum, payable semiannually on the first day of each November and May in each year (commencing November 1, 1997) and to have such other particular termsbear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the rate of (i) 9.94% per annum or (ii) the rate announced by Texas Commerce Bank National Association as shall be set forthits "prime rate," whichever is greater, in after the case of each Note so issueddue date, in the Confirmation of Acceptance with respect to such Note delivered pursuant to paragraph 2Fwhether by acceleration or otherwise, until paid, and to be substantially in the form of Exhibit A attached hereto. Notwithstanding the foregoing, at no time shall the aggregate outstanding principal amount of The Notes issued (as defined below) are unconditionally guaranteed pursuant to the Master Guaranty dated May 1, 1997. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the premium, if any, set forth in 4 of this Agreement exceed $188,250,000Agreement. The term "Notes" as used herein shall include each Note delivered pursuant to any provision of this Agreement and the separate agreement with the other purchaser named in Schedule I and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which Capitalized terms used herein have (i) the same final maturity, (ii) meanings specified in 10. You and the same installment payment dates, (iii) other purchasers named in Schedule I are hereinafter referred to as the same installment payment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, and (v) the same interest payment periods, are herein called a "Series" of NotesPurchasers." (b) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 2B of the Agreement is amended in full to read as follows: "2B. Issuance Period. Notes may be issued and sold pursuant to this Agreement until October 29, 2001. The period during which Notes may be issued and sold pursuant to this Agreement is herein called the "Issuance Period"." (c) Paragraph 2I(1). Paragraph 2I(1) of the Agreement is amended in full to read as follows: "2I(1) Facility Fee - The Company will pay to Prudential in immediately available funds a fee (herein called the "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and on or before January 28, 2000 in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate principal amount of Notes sold on such Closing Day." (d) Paragraph 3D and ▇▇▇▇▇▇▇▇▇ ▇▇. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, is restated to read as "Regulation U." (e) Paragraph 8Q. A new paragraph 8Q is added to the Agreement to read as follows: "8Q. Year 2000. The Companies have reviewed the areas within their business and operations which could be adversely affected by the "Year 2000 Problem" (that is, the risk that computer applications, as well as embedded microchips in non-computing devices, used by the Companies may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999). The Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Based on such review and program, the Companies reasonably believe, based on current information, that their "Year 2000 Problem" will not materially adversely affect the business, property or assets, condition (financial or otherwise) or operations of the Companies or any of their Subsidiaries." (f) ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ 9B of the Agreement is amended in full to read as follows: "9B.