AMENDMENT NO. 1 TO MASTER SHELF AGREEMENT
EXECUTION
VERSION
AMENDMENT
NO. 1
As of
October 1, 2008
Prudential
Investment Management, Inc.
The
Prudential Insurance Company of America
Each of
the other Purchasers named on the attached Information
Schedule
c/o
Prudential Capital Group
Gateway
Center Four
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Ladies
and Gentlemen:
We refer
to the Master Shelf Agreement, dated as of August 9, 2007 (as amended hereby,
and as the same may be further amended, restated, supplemented or otherwise
modified from time to time, the “Agreement”), among MDU Energy
Capital, LLC, a Delaware limited liability company (the “Company”), Prudential
Investment Management, Inc. (“PIM”), The Prudential
Insurance Company of America (“Prudential”), and the holders of the
Notes issued thereunder (together with Prudential, the “Note Holders”), pursuant to
which the Company has issued its 5.74% Senior Notes, Series A, due October 22,
2012, its 6.17% Senior Notes, Series B, due May 15, 2013, and its 6.12% Senior
Notes, Series C, due August 31, 2017, and will issue its 5.69% Senior Notes,
Series D, due October 1, 2013 (the “Series D Notes”), and its
5.97% Senior Notes, Series E, due October 1, 2015 (the “Series E
Notes”). Unless otherwise defined in this Amendment No. 1 to
Master Shelf Agreement (this “Amendment”), the terms defined
in the Agreement shall be used herein as therein defined.
The
Company has requested that the Agreement be amended as hereinafter set forth,
and subject to the terms and conditions specified herein, PIM and the Note
Holders parties to this Amendment are willing to agree to the requested
amendments.
1. Amendment to the
Agreement. The Agreement is hereby amended as
follows:
(a) The
cover page of the Agreement is hereby amended by deleting the figure
“$125,000,000” and replacing it with the figure “$175,000,000”.
(b) Section
1 of the Agreement is hereby amended by deleting such Section in its entirety
and replacing it with the following:
1 AUTHORIZATION
OF NOTES.
1.1 Authorization of Issue of Initial
Notes, Series C Notes, Series D Notes and Series E
Notes.
(a) The
Company has authorized the issue of (a) $25,000,000 principal amount of its
5.74% Senior Notes, Series A, dated August 14, 2007, and due
October 22, 2012, substantially in the form of Exhibit 1-A
attached hereto (the “Series A Notes”),
(b) $25,000,000 principal amount of its 6.17% Senior Notes, Series B,
dated August 14, 2007, and due May 15, 2013, substantially in the form of
Exhibit 1-B
attached hereto (the “Series B
Notes” and, together with the Series A Notes, individually and
collectively, the “Initial
Notes”), and (c) $35,000,000 principal amount of its 6.12% Senior
Notes, Series C, dated August 28, 2007, and due August 31, 2017,
substantially in the form of Exhibit 1-C
attached hereto (the “Series C
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 has authorized the issue of (a) $30,000,000 principal amount
of its 5.69% Senior Notes, Series D, due October 1, 2013,
substantially in the form of Exhibit 1-D
attached hereto (the “Series D Notes”), and
(b) $50,000,000 principal amount of its 5.97% Senior Notes, Series E,
due October 1, 2015, substantially in the form of Exhibit 1-E
attached hereto (the “Series E
Notes”).
1.2 Authorization of Issue of Shelf
Notes.
The
Company also has authorized the issue of additional senior promissory notes
(together with any other Notes hereafter purchased and sold pursuant to this
Agreement as contemplated by the third sentence of Section 2.1(c), the
“Shelf Notes”), each
Shelf Note to be dated the date of issue thereof; to mature, in the case of each
Note so issued, no more than 15 years after the date of original issuance
thereof; to have an average life, in the case of each note so issued, of no more
than 13 years after the date of original issuance thereof (provided that up to
$50,000,000 aggregate principal amount of the Notes may have an average life of
15 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 Section 2.6; and to be substantially in the form
of Exhibit 1-F
attached hereto. The term “Notes” as used herein shall
include each Series A Note, Series B Note, Series C Note,
Series D Note, Series E Note and Shelf Note delivered pursuant to any
provision of this Agreement and each Note delivered in substitution or exchange
for any such Series A Note, Series B Note, Series C Note,
Series D Note, Series E Note and Shelf 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
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original
principal amount of each Note), (iv) the same interest rate, (v) the
same interest payment periods, and (vi) the same original date of issuance
are herein called a “Series” of
Notes.
(c) Section
2.1 of the Agreement is hereby amended by deleting such Section in its entirety
and replacing it with the following:
2.1 Sale
and Purchase; Facility.
(a) Sale and Purchase of Initial
Notes and Series C Notes. Subject to the terms and conditions
of this Agreement, the Company has issued and sold (i) the Initial Notes to each
Initial Purchaser, and each Initial Purchaser has purchased from the Company the
Initial Notes in the principal amount specified opposite such Initial
Purchaser’s name on the Information Schedule
at the purchase price of 100% of the principal amount thereof at the Initial
Closing provided for in Section 3.1(a), and (ii) the Series C Notes to
each Purchaser thereof, and each such Purchaser has purchased from the Company
the Series C Notes in the principal amount specified opposite such Purchaser’s
name on the Information Schedule
at the purchase price of 100% of the principal amount thereof at the Closing
with respect thereto provided for in Section 3.1(b) (as such Section was in
effect at the time of such Closing).
(b) Sale and Purchase of Series
D Notes and Series E Notes. Subject to the terms and
conditions of this Agreement, the Company will issue and sell the Series D Notes
and Series E Notes to each Purchaser thereof specified opposite such Purchaser’s
name on the Information Schedule,
and each such Purchaser will purchase from the Company such Series D Notes and
Series E Notes, at the purchase price of 100% of the principal amount thereof at
the Series D/E Closing provided for in Section 3.1(b). The obligations of such
Purchasers and the other Purchasers under this Agreement 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
under this Agreement.
(c) Facility. Prudential
is willing to consider, in its sole discretion and within limits which may be
authorized for purchase by Prudential Affiliates from time to time, the purchase
of the total amount of authorized Notes pursuant to this
Agreement. The willingness of Prudential to consider such purchase of
Notes is herein called the “Facility.” At any
time, the “Available Facility
Amount” shall be (i) $175,000,000 minus (ii) the
aggregate principal amount of Notes purchased and sold pursuant to this
Agreement prior to such time, minus (iii) the
aggregate principal amount of Accepted Notes which have not yet been purchased
and sold hereunder prior to such time, plus (iv) (to the
extent that the Company authorizes additional Shelf Notes) the
aggregate
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principal
amount of Notes purchased and sold pursuant to this Agreement and thereafter
retired prior to such time; provided, that at no
time may the aggregate principal amount of Notes outstanding under this
Agreement exceed $175,000,000. NOTWITHSTANDING THE WILLINGNESS OF
PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO
ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL
AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES,
OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF
SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY
PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.
(d) Section
3.1(a) of the Agreement is hereby amended by deleting the last sentence of such
Section in its entirety and replacing it with the following:
The
Initial Closing, the Series C Closing, the Series D/E Closing and each Shelf
Closing are referred to as a “Closing”.
(e) Section
3.1(b) of the Agreement is hereby amended by deleting such Section in its
entirety and replacing it with the following:
(b) Series D/E
Closing. The sale and purchase of the Series D Notes and the
Series E Notes to be purchased by the applicable Purchaser shall occur at the
offices of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, no
later than 11:30 a.m. (New York City local time), at a closing (the “Series D/E Closing”) on
October 1, 2008 (the day of such Closing being the “Series D/E Closing
Day”). At the Series D/E Closing, the Company will deliver to
each Purchaser of Series D Notes or Series E Notes, as the case may be, the
Series D Notes or Series E Notes to be purchased by such Purchaser in the form
of a single Series D Note or Series E Note, as the case may be (or
such greater number of Series D Notes or Series E Notes in denominations of at
least $100,000 as such Purchaser may request), dated October 1, 2008, and
registered in such Purchaser’s name (or in the name of its nominee), against
delivery to the Company by such Purchaser of immediately available funds in the
amount of the purchase price for the Series D Notes or Series E Notes to be
purchased by such Purchaser by wire transfer of immediately available funds for
the account of the Company to account number 163070647736 at US Bank, N.A., ABA#
▇▇▇▇▇▇▇▇▇ for credit of MDU Energy Capital, LLC. If at the Series D/E
Closing the Company shall fail to tender such Series D Notes or Series E Notes,
as the case may be, to any Purchaser as provided above in this
Section 3.1(b), or any of the 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
4
under
this Agreement, without thereby waiving any rights such Purchaser may have by
reason of such failure or such nonfulfillment.
(f) Section
3.1 of the Agreement is amended by adding the following Section (c) to the
Agreement:
(c) Subsequent
Closings. Not later than 11:30 A.M. (New York City local time)
on the Closing Day for any Accepted Notes, the Company will deliver to each
Purchaser listed in the Confirmation of Acceptance relating thereto at a closing
(each, a “Shelf
Closing”), at the offices of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, the Accepted Notes to be purchased by such Purchaser in
the form of one or more Notes in authorized denominations as such Purchaser may
request for each Series of Accepted Notes to be purchased on the Closing
Day, dated the Closing Day and registered in such Purchaser’s name (or in the
name of its nominee), against payment of the purchase price thereof by transfer
of immediately available funds for credit to the Company’s account specified in
the Request for Purchase of such Accepted Notes.
(g) Section
3.2 of the Agreement is hereby amended by deleting “Section 3.1(b)” in the first
sentence of such Section and replacing it with “Section 3.1(c)”.
(h) Section
4 of the Agreement is hereby amended by deleting the first four lines of such
Section in their entirety and replacing them with the following:
The obligation of any Purchaser to
purchase and pay for any Initial Notes, Series C Notes, Series D Notes, Series E
Notes or any Accepted Notes is subject to the fulfillment to such Purchaser’s
satisfaction, prior to or at the Applicable Closing Day with respect to such
Notes, of the following conditions:
(i) Section
4.1 of the Agreement is hereby amended by deleting the Section in its entirety
and replacing it with the following:
4.1 Representations
and Warranties.
The representations and warranties of
the Company in this Agreement shall be correct when made and at the Applicable
Closing Day.
(j) Section
4.2 of the Agreement is hereby amended by deleting the Section in its entirety
and replacing it with the following:
4.2 Performance; No
Default.
The Company shall have performed and
complied with all agreements and conditions contained in this Agreement required
to be performed or complied with by it prior to or at the Applicable
Closing
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Day, and
after giving effect to the issue and sale of the Notes to be issued on such
Applicable Closing Day (and, (i) with respect to any Accepted Notes, the
application of the proceeds thereof as contemplated by this Agreement and the
Request for Purchase for such Accepted Notes, and (ii) with respect to the
Series D Notes and the Series E Notes, the application of the proceeds thereof
as contemplated by the first sentence of Section 5.14), no Default or Event of
Default shall have occurred and be continuing. From December 31,
2006 to the date of this Agreement, neither the Company nor any Subsidiary shall
have entered into any transaction that remains in effect on the date of this
Agreement and that would have been prohibited by Sections 10.1 through
10.16 hereof had such Sections applied since December 31, 2006.
(k) Section
4.3 of the Agreement is hereby amended by deleting the Section in its entirety
and replacing it with the following:
4.3 Compliance
Certificates.
(a) Officer’s
Certificate. The Company shall have delivered to such
Purchaser an Officer’s Certificate, dated the date of the Applicable Closing
Day, certifying that the conditions specified in Sections 4.1, 4.2 and 4.8 and,
in the case of the Series D/E Closing Day, the conditions specified in Section
4.13 (together with supporting calculations in reasonable detail), have been
fulfilled.
(b) Secretary’s
Certificate. The Company shall have delivered to such
Purchaser a certificate, dated as of the Applicable Closing Day, certifying as
to the resolutions attached thereto and other corporate proceedings relating to
the authorization, execution and delivery of such Notes and this
Agreement.
(l) Section
4.4 of the Agreement is hereby amended by deleting “▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Raysman
& ▇▇▇▇▇▇▇ LLP” and replacing it with “▇▇▇▇▇▇ LLP”.
(m) Section
4 of the Agreement is hereby amended by adding the following Section 4.13
thereto:
4.13 Acquisition of Intermountain Gas
Company. Solely with respect to the Series D/E Closing,
Prairie Intermountain shall have acquired all of the issued and outstanding
Capital Stock of Intermountain Gas Company, an Idaho corporation (“Intermountain”), and
Intermountain at such time shall have not more than $105,000,000 of Indebtedness.
(n) Section
5.14 of the Agreement is hereby amended by adding the following at the end of
the first sentence thereof:
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and, in
the case of the Series D Notes and the Series E Notes, to consummate the
Intermountain Acquisition
(o) Section
7.1(b) of the Agreement is hereby amended by inserting the words “and
“Intermountain” after the word “Cascade” in clauses (iii) and (iv)
thereof.
(p) Section
9.1 of the Agreement is hereby amended by inserting the words “and the
Intermountain Acquisition” immediately following the words “Cascade
Acquisition”.
(q) Section
9.7 of the Agreement is hereby amended by inserting “and Intermountain or any of
its Subsidiaries” immediately following the words “Cascade or any of its
Subsidiaries”.
(r) Section
10.1 of the Agreement is hereby amended by inserting the following immediately
after subsection (b) thereof:
(c) Maximum Intermountain
Capitalization Ratio. The Company shall not permit the
Intermountain Capitalization Ratio to exceed 65% at any time.
(s) Section
10.3 of the Agreement is hereby amended by inserting “and Intermountain or any
of its Subsidiaries” immediately following the words “Cascade or any of its
Subsidiaries”.
(t) Section
10.4 of the Agreement is hereby amended by deleting such Section in its entirety
and replacing it with the following:
10.4 Limitation
of Securing Cascade Loan Agreement or Intermountain Loan Agreement.
The Company shall not at any time
permit Cascade or Intermountain to secure any Indebtedness outstanding under the
Cascade Loan Agreement or the Intermountain Loan Agreement, respectively, in any
manner by any Lien on any Property.
(u) Section
10.16 of the Agreement is hereby amended by deleting the caption thereof and
replacing it with “Limitation
on Activities of Prairie and Prairie Intermountain” and by adding the
following sentence at the end of such Section:
The Company shall not permit Prairie
Intermountain to (a) conduct, transact or otherwise engage in any business or
operations other than any business or operations that are incidental to the
ownership by Prairie Intermountain of all the outstanding Capital Stock of
Intermountain, (b) create, incur, assume or otherwise become obligated with
respect to any Indebtedness, (c) create, incur, assume or suffer to exist any
Lien on any of the Capital Stock of Intermountain or (d) cease to own, directly,
both beneficially and of record, all the outstanding Capital Stock of
Intermountain.
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(v) Section
13.2 of the Agreement is hereby amended by deleting the Section in its entirety
and replacing it with the following:
13.2 Transfer and Exchange of
Notes.
Upon surrender of any Note at the
principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder of such Note or his attorney duly authorized in writing and
accompanied by the address for notices of each transferee of such Note or part
thereof), the Company shall execute and deliver, at the Company’s expense
(except as provided below), one or more new Notes (as requested by the holder
thereof) in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new Note
shall be payable to such Person as such holder may request and shall be
substantially in the form of (i) Exhibit 1-A, in
the case of a Series A Note, (ii) Exhibit 1-B, in
the case of a Series B Note, (iii) Exhibit 1-C, in
the case of a Series C Note, (iv) Exhibit 1-D, in
the case of a Series D Note, (v) Exhibit 1-E, in
the case of a Series E Note and (vi) Exhibit 1-F, in
the case of a Shelf Note. Each such new Note shall be dated and bear
interest from the date to which interest shall have been paid on the surrendered
Note or dated the date of the surrendered Note if no interest shall have been
paid thereon. The Company may require payment of a sum sufficient to
cover any stamp tax or governmental charge imposed in respect of any such
transfer of Notes. Notes shall not be transferred in denominations of
less than $2,000,000, provided that if
necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than
$2,000,000. Any transferee, by its acceptance of a Note registered in
its name (or the name of its nominee), shall be deemed to have made the
representation set forth in Section 6.2.
(w) Schedule B of the
Agreement is hereby amended by adding the following new defined terms thereto,
at the appropriate alphabetical positions therein:
“Applicable Closing Day” means
the Initial Closing Day (in the case of the Initial Notes), the Series C Closing
Day (in the case of the Series C Notes), the Series D/E Closing Day (in the case
of the Series D Notes and the Series E Notes) and the Closing Day with respect
to any Accepted Notes (in the case of such Accepted Notes).
“Intermountain” is defined in
Section 4.13.
8
“Intermountain Acquisition”
means the completion of the transaction which results in Intermountain
becoming a Subsidiary of Prairie Intermountain.
“Intermountain Capitalization”
means the sum of (i) Intermountain Debt and (ii) the total stockholders’
equity of Intermountain determined in accordance with GAAP minus amounts
attributable to mandatorily Redeemable Preferred Stock of Intermountain and its
Subsidiaries determined in accordance with GAAP.
“Intermountain Capitalization Ratio”
means the ratio of Intermountain Debt to Intermountain
Capitalization.
“Intermountain Debt” means the
consolidated Indebtedness of Intermountain and its Subsidiaries.
“Intermountain Loan Agreement”
means, at any time, the primary bank credit agreement of Intermountain
including, so long as it shall remain in effect, the Credit Agreement, dated as
of October 19, 2005, among Intermountain, Bank of America, N.A. and the other
lenders party thereto (as from time to time amended, modified, supplemented,
restated, refinanced or replaced).
“Prairie Intermountain” means
Prairie Intermountain Energy Holdings, LLC, a Delaware limited liability
company.
“Series C Closing” means the
closing at which the Series C Notes were sold and purchased under this
Agreement.
“Series C Closing Day” means
the day of the Series C Closing.
“Series C Notes” is defined in
Section 1.1(a).
“Series D Notes” is defined in
Section 1.1(b).
“Series D/E Closing” is defined
in Section 3.1(b).
“Series D/E Closing Day” is
defined in Section 3.1(b).
“Series E Notes” is defined in
Section 1.1(b).
(x) Schedule B of the
Agreement is hereby amended by deleting the defined terms “Facility”, “Initial Notes”, “Principal Operating Subsidiary”,
“Purchasers”, “Series A Notes”, “Series B Notes” and “Shelf Closing” in their
entirety and replacing them with the following:
“Facility” is defined in
Section 2.1(c).
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“Initial Notes” is defined in
Section 1.1(a).
“Principal Operating Subsidiary”
means (i) Cascade and its permitted successors, (ii) Intermountain and
its permitted successors, and (iii) when used with respect to any fiscal year of
the Company, each other Subsidiary of the Company having either (a) EBITDA in
excess of 10% of the consolidated EBITDA of the Company and its Subsidiaries for
such fiscal year or (b) Total Assets in excess of 10% of Consolidated Total
Assets at the end of such fiscal year.
“Purchasers” means the Initial
Purchasers, the initial purchasers of the Series C Notes, the Series D Notes and
the Series E Notes and, with respect to any Accepted Notes, the Person or
Persons (either PICA or a Prudential Affiliate) who are purchasing such Accepted
Notes.
“Series A Notes” is
defined in Section 1.1(a).
“Series B Notes” is
defined in Section 1.1(a).
“Shelf Closing” is defined in
Section 3.1(c).
(y) The
Information
Schedule attached to the Agreement is hereby deleted and replaced in its
entirety with the Information Schedule
attached as Schedule
A hereto.
(z) Schedule 5.4 to the
Agreement is hereby deleted and replaced in its entirety with Schedule 5.4 attached
hereto.
(aa) Exhibit 1-C attached
to the Agreement is hereby deleted and replaced in its entirety, with Exhibit 1-C attached
as Exhibit A
hereto.
(bb) Exhibit 1-D and Exhibit 1-E attached
as Exhibit B
and Exhibit C,
respectively, hereto are hereby added to the Agreement after Exhibit
1-C.
(cc) Exhibit 1-F attached
as Exhibit D
hereto is hereby added to the Agreement after Exhibit
1-E.
2. Effectiveness. This
Amendment shall become effective as of the date first above written (the “Amendment Effective Date”)
upon the satisfaction in full of each of the following conditions, each of which
must occur prior to, or substantially simultaneously with, such
effectiveness:
(a) receipt
by the Note Holders of a counterpart of this Amendment, duly executed and
delivered by the Company; and
(b) satisfaction
of the conditions precedent to the issuance of the Series D Notes and the Series
E Notes set forth in Section 4 of the Agreement, as amended hereby (regardless
of
10
whether
such conditions apply generally to the issuance of all Notes or specifically to
the issuance of the Series D Notes and the Series E Notes).
3. Miscellaneous.
(a) Effect on
Agreement. On and after the Amendment Effective Date, each
reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, or words
of like import referring to the Agreement, and each reference in the Notes and
all other Loan Documents to “the Agreement”, “thereunder”, “thereof”, or words
of like import referring to the Agreement shall mean the Agreement as affected
by this Amendment. The Agreement, as affected by this Amendment, is
and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy under
the Agreement nor constitute a waiver of any provision of the Agreement, except
as expressly provided herein. Without limiting the generality of the
foregoing, nothing in this Amendment shall be deemed (i) except as expressly
provided herein, to constitute a consent to non-compliance by the Company or any
other Person with respect to any term, provision, covenant or condition of the
Agreement or any other Loan Document, or (ii) to prejudice any right or remedy
that any holder of Notes may now have or may have in the future under or in
connection with the Agreement or any other Loan Document.
(b) Counterparts. This
Amendment may be executed in any number of counterparts (including those
transmitted by telecopy or electronic transmission) and by any combination of
the parties hereto in separate counterparts, each of which counterparts shall be
an original and all of which taken together shall constitute one and the same
Amendment. Delivery of this Amendment may be made by telecopy or
electronic transmission of a duly executed counterpart copy hereof; provided that any
such delivery by electronic transmission shall be effective only if transmitted
in .pdf format, .tif format or other format in which the text is not readily
modifiable by any recipient thereof.
(c) Expenses. The
Company confirms its agreement, pursuant to Section 15.1 of the Agreement, to
pay promptly all out-of-pocket expenses of the Note Holders related to the
preparation, negotiation, reproduction, execution and delivery of this Amendment
and all matters contemplated hereby and thereby, including without limitation
all fees and out-of-pocket expenses of the Note Holder’s special
counsel.
(d) Governing
Law. THIS
AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING, TO
THE EXTENT PERMITTED BY THE LAW OF SUCH STATE, CHOICE OF LAW PRINCIPLES OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.
{Remainder
of this page blank; signature page follows.}
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If you
agree to the terms and provisions hereof, please evidence your agreement by
executing and returning at least one counterpart to the Company at ▇.▇. ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Chief Financial
Officer.
Very
truly yours,
MDU
ENERGY CAPITAL, LLC
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:
Vice President and Treasurer
The
foregoing is hereby agreed to as of the Amendment Effective Date:
|
PRUDENTIAL
INVESTMENT MANAGEMENT, INC.
|
|
|
By: /s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇
|
Vice
President
THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice
President
PRUCO
LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice
President
PRUCO
LIFE INSURANCE COMPANY OF
NEW
JERSEY
By: /s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇
Vice
President
Signature
Page to Amendment No. 1 to Shelf Agreement
12
AMERICAN
SKANDIA LIFE ASSURANCE
CORPORATION
By: Prudential
Investment Management, Inc.,
as investment manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice
President
PRUDENTIAL
ARIZONA REINSURANCE CAPTIVE COMPANY
By: Prudential
Investment Management, Inc.,
as investment manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
GIBRALTAR
LIFE INSURANCE CO., LTD.
By: Prudential
Investment Management (Japan),
Inc., as Investment
Manager
By: Prudential
Investment Management, Inc.,
as Sub-Adviser
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
PRUDENTIAL
RETIREMENT INSURANCE AND ANNUITY COMPANY
By: Prudential
Investment Management, Inc.,
as investment manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
Signature
Page to Amendment No. 1 to Shelf Agreement
13
UNIVERSAL
PRUDENTIAL ARIZONA REINSURANCE COMPANY
By: Prudential
Investment Management, Inc.,
as investment manager
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
PRUDENTIAL
RETIREMENT GUARANTEED COST BUSINESS TRUST
By: Prudential
Investment Management, Inc.,
as investment manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
ZURICH
AMERICAN INSURANCE COMPANY
By: Prudential
Private Placement Investors,
L.P. (as Investment
Advisor)
By: Prudential
Private Placement Investors, Inc.
(as its
General Partner)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
Signature
Page to Amendment No. 1 to Shelf Agreement
14
SCHEDULE
A
INFORMATION
SCHEDULE
MDU
Energy Capital, LLC
5.74%
Senior Notes, Series A, due 2012
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
THE
PRUDENTIAL INSURANCE COMPANY OF
AMERICA
|
$25,000,000
|
$25,000,000
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
JPMorgan
Chase Bank, National Association
New
York, NY
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Account
Name: Prudential Managed Portfolio
Account
No.: P86188 (please do not include spaces)
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“5.74% Senior Notes, Series ▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇, PPN 55294#
AA3” and the due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
The
Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
The
Prudential Insurance Company of America
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
15
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
16
MDU
Energy Capital, LLC
6.17%
Senior Notes, Series B, due 2013
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
THE
PRUDENTIAL INSURANCE COMPANY OF
AMERICA
|
$20,241,948
|
$20,241,948
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
JPMorgan
Chase Bank, National Association
New
York, NY
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Account
Name: Prudential Managed Portfolio
Account
No.: P86188 (please do not include spaces)
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“6.17% Senior Notes, ▇▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇, PPN 55294#
AB1” and the due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
The
Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
The
Prudential Insurance Company of America
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
17
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
18
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
PRUCO
LIFE INSURANCE COMPANY
|
$1,541,069
|
$1,541,069
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
JPMorgan
Chase Bank, National Association
New
York, NY
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Account
No.: P86192 (please do not include spaces)
Account
Name: Pruco Life Private Placement
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“6.17% Senior Notes, Series B, due 2013, Security No. INV 10916, PPN
55294# AB1”, and the due date and application (as among principal,
interest and Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
Pruco
Life Insurance Company
c/o
The Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
Pruco
Life Insurance Company
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
19
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
20
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
PRUCO
LIFE INSURANCE COMPANY OF NEW JERSEY
|
$2,273,078
|
$2,273,078
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
JPMorgan
Chase Bank, National Association
New
York, NY
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Account
No.: P86202 (please do not include spaces)
Account
Name: Pruco Life of New Jersey Private
Placement
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“6.17% Senior Notes, Series B, due 2013, Security No. INV 10916, PPN
55294# AB1”, and the due date and application (as among principal,
interest and Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
Pruco
Life Insurance Company of New Jersey
c/o
The Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
Pruco
Life Insurance Company of New Jersey
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
21
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
22
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
AMERICAN
SKANDIA LIFE ASSURANCE CORPORATION
|
$943,905
|
$943,905
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
JPMorgan
Chase Bank, National Association
New
York, NY
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
Account
No.: P86259 (please do not include spaces)
Account
Name: American Skandia Life - Private
Placements
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“6.17% Senior Notes, Series B, due 2013, Security No. INV 10916, PPN
55294# AB1” and the due date and application (as among principal, interest
and Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
The
Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
The
Prudential Insurance Company of America
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
23
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
24
MDU
Energy Capital, LLC
6.12%
Senior Notes, Series C, due 2017
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
THE
PRUDENTIAL INSURANCE COMPANY OF
AMERICA
|
$20,590,000
|
$ 3,090,000
|
|
|
$17,500,000
|
|||
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
Account
Name: Prudential Managed Portfolio
Account
No.: P86188 (please do not include spaces) (in the case of
payments on account of the Note originally issued in the principal amount
of $3,090,000)
|
|||
|
Account
Name: The Prudential - Privest Portfolio
Account
No.: P86189 (please do not include spaces) (in the case of
payments on account of the Note originally issued in the principal amount
of $17,500,000)
|
|||
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
AC9” and the due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
The
Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
The
Prudential Insurance Company of America
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
25
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
26
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
PRUDENTIAL
ARIZONA REINSURANCE CAPTIVE COMPANY
|
$1,030,000
|
$1,030,000
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
JPMorgan
Chase Bank
New
York, NY
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Account
No.: P86321 (please do not include spaces)
Account
Name: PARCC PLAZ Trust 2 - Privates
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
AC9”, and the due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
Prudential
Arizona Reinsurance Captive Company
c/o
The Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
Prudential
Arizona Reinsurance Captive Company
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
27
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
28
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
GIBRALTAR
LIFE INSURANCE CO., LTD.
|
$10,290,000
|
$10,290,000
|
|
|
(1)
|
All
principal, interest and Make-Whole Amount payments on account of Notes
held by such purchaser shall be made by wire transfer of immediately
available funds for credit to:
|
||
|
JPMorgan
Chase Bank
New
York, NY
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Account
No.: P86246 (please do not include spaces)
Account
Name: Gibraltar Private
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
AC9” and the due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
All
payments, other than principal, interest or Make-Whole Amount, on account
of Notes held by such purchaser shall be made by wire transfer of
immediately available funds for credit to:
|
||
|
JPMorgan
Chase Bank
New
York, NY
ABA
No. ▇▇▇-▇▇▇-▇▇▇
Account
No. 304199036
Account
Name: Prudential International Insurance Service
Company
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
AC9” and the due date and application (e.g., type of fee) of the payment
being made.
|
|||
|
(3)
|
Address
for all notices relating to payments:
|
||
|
The
Gibraltar Life Insurance Co., Ltd.
▇-▇▇-▇▇,
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇,
▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇
Telephone: ▇▇-▇-▇▇▇▇-▇▇▇▇
Facsimile: ▇▇-▇-▇▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇-▇▇▇▇.▇▇.▇▇
|
|||
|
Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇, Vice President of Investment
Operations
Team
|
|||
29
|
(4)
|
Address
for all other communications and notices:
|
||
|
Prudential
Private Placement Investors, L.P.
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: Managing
Director
|
|||
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
30
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
PRUDENTIAL
RETIREMENT INSURANCE AND ANNUITY COMPANY
|
$3,090,000
|
$3,090,000
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ Bank
New
York, NY
ABA
No. ▇▇▇▇▇▇▇▇▇
|
|||
|
Account
Name: PRIAC
Account
No. P86329 (please do not include spaces)
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
“6.12% Senior Notes, Series C, due 2017, Security No. INV10916, PPN 55294#
AC9” and the due date and application (as among principal, interest and
Make Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
Prudential
Retirement Insurance and Annuity Company
c/o
Prudential Investment Management, Inc.
Private
Placement Trade Management
PRIAC
Administration
Gateway
Center Four, 7th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
Prudential
Retirement Insurance and Annuity Company
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
31
|
(4)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(5)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
32
MDU
Energy Capital, LLC
5.69%
Senior Notes, Series D, due 2013
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
THE
PRUDENTIAL INSURANCE COMPANY OF
AMERICA
|
$30,000,000
|
$30,000,000
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
Account
Name: Prudential Managed Portfolio
Account
No.: P86188 (please do not include spaces)
|
|||
|
JPMorgan
Chase Bank
New
York, NY
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
"5.69% Senior Notes, Series D, due 2013, Security No. INV10916, PPN 55294#
AE5" and the due date and application (as among principal, interest and
Yield-Maintenance Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
The
Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
The
Prudential Insurance Company of America
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
33
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
34
MDU
Energy Capital, LLC
5.97%
Senior Notes, Series E, due 2015
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
THE
PRUDENTIAL INSURANCE COMPANY OF
AMERICA
|
$17,440,000
|
$9,940,000
|
|
|
$7,500,000
|
|||
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
Account
Name: Prudential Managed Portfolio
Account
No.: P86188 (please do not include spaces) (in the case of
payments on account of the Note originally issued in the principal amount
of $9,940,000)
|
|||
|
Account
Name: The Prudential - Privest Portfolio
Account
No.: P86189 (please do not include spaces) (in the case of
payments on account of the Note originally issued in the principal amount
of $7,500,000)
|
|||
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
"5.97% Senior Notes, Series E, due 2015, Security No. INV10916, PPN 55294#
AD7" and the due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
The
Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
The
Prudential Insurance Company of America
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
35
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
36
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
UNIVERSAL
PRUDENTIAL ARIZONA REINSURANCE COMPANY
|
$6,000,000
|
$6,000,000
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
JPMorgan
Chase Bank
New
York, NY
ABA
No.: ▇▇▇-▇▇▇-▇▇▇
|
|||
|
Account
No.: P86393 (please do not include spaces)
Account
Name: UPARC PLAZ Trust 2 - Privates
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
"5.97% Senior Notes, Series E, due 2015, Security No. INV10916, PPN 55294#
AD7", and the due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
Universal
Prudential Arizona Reinsurance Company
c/o
The Prudential Insurance Company of America
c/o
Investment Operations Group
Gateway
Center Two, 10th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|||
|
Attention: Manager,
▇▇▇▇▇▇▇▇ and Collections
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
Universal
Prudential Arizona Reinsurance Company
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
|
(4)
|
Recipient
of telephonic prepayment notices:
|
||
|
Manager,
Trade Management Group
|
|||
|
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
37
|
(5)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(6)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
|
(7)
|
Authorized
Officers:
▇▇▇
▇. ▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
|
38
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
PRUDENTIAL
RETIREMENT GUARANTEED COST BUSINESS TRUST
|
$17,000,000
|
$17,000,000
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
JPMorgan
Chase Bank
New
York, NY
ABA
No. ▇▇▇▇▇▇▇▇▇
|
|||
|
Beneficiary
Account Name: North American
Beneficiary
Account No.: 9009000168
BBI: Account
of Prudential for G09966 PRIAC GC PVT
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
"5.97% Senior Notes, Series E, due 2015, Security No. INV10916, PPN 55294#
AD7" and the due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
Pru
& Co
c/o
Prudential Investment Management, Inc.
Attn: Private
Placement Trade Management
PRIAC
Administration
Gateway
Center Four, 7th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
Prudential
Retirement Guaranteed Cost Business Trust
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
39
|
(4)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(5)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
40
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
PRUDENTIAL
RETIREMENT INSURANCE AND ANNUITY COMPANY
|
$5,200,000
|
$4,200,000
$1,000,000
|
|
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
▇▇
▇▇▇▇▇▇ Chase Bank
New
York, NY
ABA
No. ▇▇▇▇▇▇▇▇▇
|
|||
|
Account
Name: PRIAC - SA - Firestone - Privates
Account
No. P86343 (please do not include spaces) in the case of payments on
account of the Note originally issued in the principal amount of
$4,200,000)
|
|||
|
Account
Name: PRIAC - SA - Principal Preservation -
Privates
Account
No. P86345 (please do not include spaces) in the case of payments on
account of the Note originally issued in the principal amount of
$1,000,000)
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
"5.97% Senior Notes, Series E, due 2015, Security No. INV10916, PPN 55294#
AD7" and the due date and application (as among principal, interest and
Make-Whole Amount) of the payment being made.
|
|||
|
(2)
|
Address
for all notices relating to payments:
|
||
|
Prudential
Retirement Insurance and Annuity Company
c/o
Prudential Investment Management, Inc.
Private
Placement Trade Management
PRIAC
Administration
Gateway
Center Four, 7th Floor
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
Prudential
Retirement Insurance and Annuity Company
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|||
|
Attention: Managing
Director
|
|||
41
|
(4)
|
Address
for Delivery of Notes:
|
||
|
Send
physical security by nationwide overnight delivery service
to:
Prudential
Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(5)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
42
|
Aggregate
Principal
Amount
of Notes
to be Purchased
|
Note
Denomination(s)
|
||
|
ZURICH
AMERICAN INSURANCE COMPANY
|
$4,360,000
|
$4,360,000
|
|
|
Notes/Certificates
to be registered in the name of:
Hare
& Co.
|
|||
|
(1)
|
All
payments on account of Notes held by such purchaser shall be made by wire
transfer of immediately available funds for credit to:
|
||
|
Hare
& Co.
▇/▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇
No.: ▇▇▇-▇▇▇-▇▇▇
BNF: IOC566
Attn: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Ref: ▇▇▇▇
Private Placements #399141
|
|||
|
Each
such wire transfer shall set forth the name of the Company, a reference to
"5.97% Senior Notes, Series E, due 2015, PPN 55294# AD7" and the due date
and application (as among principal, interest and Make-Whole Amount) of
the payment being made.
|
|||
|
(2)
|
All
notices of payments and written confirmations of such wire
transfers:
|
||
|
Zurich
North America
Attn: Treasury
T1-19
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
Contact: ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President-Treasurer
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
|
|||
|
(3)
|
Address
for all other communications and notices:
|
||
|
Prudential
Private Placement Investors, L.P.
c/o
Prudential Capital Group
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: Managing
Director
|
|||
43
|
(4)
|
Address
for Delivery of Notes:
|
||
|
(a) Send
physical security by nationwide overnight delivery
service to:
Bank
of New York
Window
A
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Please
include in the cover letter accompanying the Notes a reference to the
Purchaser's account number (Zurich American Insurance Co.-Private
Placements; Account Number: 399141).
(b) Send
copy by nationwide overnight delivery service to:
Prudential
Capital Group
Gateway
Center 4
▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: Trade
Management, Manager
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
|
|||
|
(5)
|
Tax
Identification No.: ▇▇-▇▇▇▇▇▇▇
|
||
44
SCHEDULE
5.4
COMPANY’S
SUBSIDIARIES, AFFILIATES, DIRECTORS AND OFFICERS, AND AGREEMENTS RESTRICTING
SUBSIDIARY DIVIDENDS
I. Company
Subsidiaries
|
|
1.
|
Prairie
Cascade Energy Holdings, LLC, a Delaware limited liability company,
100%
|
|
|
2.
|
Prairie
Intermountain Energy Holdings, LLC, a Delaware limited liability company,
100%
|
|
|
3.
|
Cascade
Land Leasing Co., a Washington corporation,
100%
|
|
|
4.
|
Cascade
Natural Gas Corporation, a Washington corporation,
100%
|
|
|
5.
|
CGC
Energy, Inc., a Washington corporation,
100%
|
|
|
6.
|
CGC
Properties, Inc., a Washington corporation,
100%
|
|
|
7.
|
CGC
Resources, Inc., a Washington corporation,
100%
|
|
|
8.
|
Intermountain
Gas Company, an Idaho corporation,
100%
|
II. Affiliates (other than
Subsidiaries)
|
|
1.
|
Alaska
Basic Industries, Inc., an Alaska corporation,
100%
|
|
|
2.
|
▇▇▇▇
Sand & Gravel, Inc., a North Dakota corporation,
100%
|
|
|
3.
|
Anchorage
Sand and Gravel Company, Inc., an Alaska corporation ,
100%
|
|
|
4.
|
▇▇▇▇▇▇▇
Contracting Company, Inc., a California corporation,
100%
|
|
|
5.
|
BEH
Electric Holdings, LLC, a Nevada limited liability company,
100%
|
|
|
6.
|
▇▇▇▇
Electrical Contractors, Inc., a Missouri corporation,
100%
|
|
|
7.
|
Bitter
Creek Pipelines, LLC, a Colorado limited liability company,
100%
|
|
|
8.
|
BMH
Mechanical Holdings, LLC, a Nevada limited liability company,
100%
|
|
|
9.
|
▇▇▇▇▇▇▇
Electric, LLC, a Nevada limited liability company,
100%
|
|
10.
|
▇▇▇▇▇▇▇
Mechanical, LLC, a Nevada limited liability company,
100%
|
|
11.
|
Capital
Electric Construction Company, Inc., a Kansas corporation,
100%
|
|
12.
|
Capital
Electric Line Builders, Inc., a Kansas corporation,
100%
|
|
13.
|
Centennial
Energy Holdings, Inc., a Delaware corporation,
100%
|
|
14.
|
Centennial
Energy Resources International, Inc., a Delaware corporation,
100%
|
|
15.
|
Centennial
Energy Resources LLC, a Delaware limited liability company,
100%
|
|
16.
|
Centennial
Holdings Capital LLC, a Delaware limited liability company,
100%
|
|
17.
|
Central
Oregon Redi-Mix, L.L.C., an Oregon limited liability company,
78%
|
|
18.
|
ClearFlame,
LLC, a Colorado limited liability company,
100%
|
|
19.
|
Concrete,
Inc., a California corporation,
100%
|
|
20.
|
▇▇▇▇▇▇▇▇-Pacific
Co., a California corporation, 100%
|
|
21.
|
Continental
Line Builders, Inc., a Delaware corporation,
100%
|
|
22.
|
Coordinating
and Planning Services, Inc., a Delaware corporation,
100%
|
|
23.
|
Desert
Fire Holdings, Inc., a Nevada corporation,
100%
|
|
24.
|
Desert
Fire Protection, a Nevada Limited Partnership,
100%
|
|
25.
|
Desert
Fire Protection, Inc., a Nevada corporation,
100%
|
|
26.
|
Desert
Fire Protection, LLC, a Nevada limited liability company,
100%
|
|
27.
|
DSS
Company, a California
corporation, 100%
|
|
28.
|
E.S.I.,
Inc., an Ohio corporation, 100%
|
45
|
29.
|
Fairbanks
Materials, Inc., an Alaska corporation,
100%
|
|
30.
|
Fidelity
Exploration & Production Company, a Delaware
corporation, 100%
|
|
31.
|
Fidelity
Exploration & Production Company of Texas LLC, a Delaware limited
liability company, 99.44%
|
|
32.
|
Fidelity
Oil Co., a Delaware corporation,
100%
|
|
33.
|
Frebco,
Inc., an Ohio corporation, 100%
|
|
34.
|
FutureSource
Capital Corp., a Delaware
corporation, 100%
|
|
35.
|
Granite
City Ready Mix, Inc., a Minnesota corporation,
100%
|
|
36.
|
▇▇▇▇▇▇
Electric Company, a Colorado corporation,
100%
|
|
37.
|
▇▇▇
▇▇▇▇▇▇ & Sons, Inc., an Oregon corporation,
100%
|
|
38.
|
Harp
Engineering, Inc., a Montana corporation,
100%
|
|
39.
|
Hawaiian
Cement, a Hawaii partnership, 100%
|
|
40.
|
ILB
Hawaii, Inc., a Hawaii corporation,
100%
|
|
41.
|
Independent
Fire Fabricators, LLC, a Nevada limited liability company,
100%
|
|
42.
|
International
Line Builders, Inc., a Delaware corporation,
100%
|
|
43.
|
InterSource
Insurance Company, a Vermont corporation,
100%
|
|
44.
|
Jebro
Incorporated, an Iowa corporation,
100%
|
|
45.
|
JTL
Group, Inc., a Montana corporation,
100%
|
|
46.
|
JTL
Group, Inc., a Wyoming corporation,
100%
|
|
47.
|
Kent’s
Oil Service, a California corporation,
100%
|
|
48.
|
Knife
River Corporation, a Delaware corporation,
100%
|
|
49.
|
Knife
River Corporation – North Central, a Minnesota corporation,
100%
|
|
50.
|
Knife
River Corporation – South, a Texas corporation,
100%
|
|
51.
|
Knife
River Dakota, Inc., a Delaware corporation,
100%
|
|
52.
|
Knife
River Hawaii, Inc., a Delaware corporation,
100%
|
|
53.
|
Knife
River Marine, Inc., a Delaware corporation,
100%
|
|
54.
|
Knife
River Midwest, LLC, a Delaware limited liability company,
100%
|
|
55.
|
KRC
Aggregate, Inc., a Delaware corporation,
100%
|
|
56.
|
KRC
Holdings, Inc., a Delaware corporation,
100%
|
|
57.
|
LME&U
Holdings, LLC, a Nevada limited liability company,
100%
|
|
58.
|
Lone
Mountain Excavation & Utilities, LLC, a Nevada limited liability
company, 100%
|
|
59.
|
▇▇▇
▇▇▇▇▇ Pipeline Co., an Oregon corporation,
100%
|
|
60.
|
LTM,
Incorporated, an Oregon corporation,
100%
|
|
61.
|
MDU
Brasil Ltda., a Brazil limited liability company,
100%
|
|
62.
|
MDU
Chile Inversiones Ltda., a Chile limited liability partnership,
100%
|
|
63.
|
MDU
Construction Services Group, Inc., a Delaware corporation,
100%
|
|
64.
|
MDU
Industrial Services, Inc., a Delaware corporation,
100%
|
|
65.
|
MDU
Norte Transmissão de Energia Ltda., a Brazil limited liability company,
99.99999%
|
|
66.
|
MDU
Resources Group, Inc., a Delaware corporation,
100%
|
|
67.
|
MDU
Resources International LLC, a Delaware limited liability company,
100%
|
|
68.
|
MDU
Resources Luxembourg I LLC S.a.r.l., a Luxembourg limited liability
company, 100%
|
|
69.
|
MDU
Resources Luxembourg II LLC S.a.r.l., a Luxembourg limited liability
company, 100%
|
|
70.
|
MDU
Sul Transmissão de Energia Ltda., a Brazil limited liability company,
99.99999%
|
|
71.
|
Midland
Technical Crafts, Inc., a Delaware corporation,
100%
|
46
|
72.
|
▇▇▇▇▇
Bros., Inc., an Oregon corporation,
100%
|
|
73.
|
Netricity
LLC, an Alaska limited liability company,
75%
|
|
74.
|
Northstar
Materials, Inc., a Minnesota corporation,
100%
|
|
75.
|
Oregon
Electric Construction, Inc., an Oregon corporation,
100%
|
|
76.
|
Pouk
& ▇▇▇▇▇▇▇, Inc., a California corporation,
100%
|
|
77.
|
Prairielands
Energy Marketing, Inc., a Delaware corporation,
100%
|
|
78.
|
Prairielands
Magnetics Limited, a Scotland private limited company,
100%
|
|
79.
|
Rocky
Mountain Contractors, Inc., a Montana corporation,
100%
|
|
80.
|
Rogue
Aggregates, Inc., an Oregon corporation,
100%
|
|
81.
|
Seven
Brothers Ranches, Inc., a Wyoming corporation,
100%
|
|
82.
|
USI
Industrial Services, Inc., a Delaware corporation,
100%
|
|
83.
|
The
▇▇▇▇▇▇ Group, Inc., a Delaware corporation,
100%
|
|
84.
|
▇▇▇▇▇▇
Industrial Electric, Inc., a Delaware corporation,
100%
|
|
85.
|
The
▇▇▇▇▇▇-▇▇▇▇▇ Company, an Ohio corporation,
100%
|
|
86.
|
▇▇▇▇▇▇-▇▇▇▇▇
Equipment Co., a Delaware corporation,
100%
|
|
87.
|
▇▇▇▇▇▇-▇▇▇▇▇
Pumps & Systems, Inc., an Ohio corporation,
100%
|
|
88.
|
WBI
Canadian Pipeline, Ltd., a Canada corporation,
100%
|
|
89.
|
WBI
Energy Services, Inc., a Delaware corporation,
100%
|
|
90.
|
WBI
Holdings, Inc., a Delaware corporation,
100%
|
|
91.
|
WBI
Pipeline & Storage Group, Inc., a Delaware corporation,
100%
|
|
92.
|
WHC,
Ltd., a Hawaii corporation, 100%
|
|
93.
|
Williston
Basin Interstate Pipeline Company, a Delaware corporation,
100%
|
III. Company’s Directors and
Officers
Directors:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
Officers:
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, Chairman of the Board
▇▇▇▇▇ ▇
▇▇▇▇▇▇, President and Chief Executive Officer
▇▇▇▇▇▇ ▇.
▇▇▇▇▇, Vice President and Treasurer
▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, General Counsel and Secretary
|
IV.
|
Restrictions on
Subsidiary issuing Dividends or
Distributions
|
Cascade
Natural Gas Corporation - Dividend restrictions are contained in commitments 27,
28 and 29 of the stipulated commitments approved by the Oregon Public Utilities
Commission in Order No. 07-221 entered 06/05/07 (as amended by Order No. 07-320
entered 07/25/07) in Docket UM 1283, and by the Washington State Utilities and
Transportation Commission in Order 06 dated June 27, 2007 in Docket
UG-061721.
47
Intermountain
Gas Company – Dividend restrictions contained in:
|
|
·
|
Commitment
11 of the Memorandum of Understanding dated July 9, 2008 among
Intermountain Gas Company, MDU Resources Group, Inc. and the Idaho Public
Utilities Commission Staff;
|
|
|
·
|
Section
7.06 of the Credit Agreement, dated as of October 19, 2005, among
Intermountain Gas Company, Bank of America, N.A. and the other lenders
party thereto; and
|
|
|
·
|
Section
9.15 of the Debenture Purchase Agreement, dated as of September 18, 1998,
between Intermountain Gas Company and Teachers Insurance and Annuity
Association of America.
|
48
EXHIBIT
A
EXHIBIT
1-C
[FORM
OF SERIES C NOTE]
MDU
ENERGY CAPITAL, LLC
6.12%
SENIOR NOTE, SERIES C, DUE AUGUST 31, 2017
No.
R-C-__
PPN
55294# AC9
ORIGINAL
PRINCIPAL AMOUNT:_____________
ORIGINAL
ISSUE DATE: August 28, 2007
INTEREST
RATE: 6.12%
|
INTEREST
PAYMENT DATES: Quarterly on the last day of each of February, May, August
and November of each year commencing, November 30,
2007
|
FINAL
MATURITY DATE: August 31, 2017
PRINCIPAL
INSTALLMENT DATES AND AMOUNTS: Due on the Final Maturity
Date
FOR VALUE
RECEIVED, the undersigned, MDU ENERGY CAPITAL, LLC (herein called the “Company”), a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to [____________________], or
registered assigns, the principal sum of [____________________] DOLLARS
on the Final Maturity Date specified above, with interest (computed on
the basis of a 360-day year--30-day month) (a) on the unpaid balance
thereof from the date hereof at the Interest Rate per annum specified above,
payable on each Interest Payment Date specified above and on the Final Maturity
Date specified above, commencing with the Interest Payment Date next succeeding
the date hereof, until the principal hereof shall have become due and payable,
and (b) on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest, and any overdue payment of any
Make-Whole Amount (as defined in the Master Shelf Agreement referred to below),
payable on each Interest Payment Date as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 8.12% or (ii) 2% over the rate of interest
publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York
City as its Prime Rate.
Payments
of principal of, interest on and any Make-Whole Amount (as defined in the Master
Shelf Agreement referred to below) payable with respect to this Note are to be
made at the main office of JPMorgan Chase Bank, N.A. in New York City or at such
other place as the holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.
49
This Note
is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a
Master Shelf Agreement, dated as of August 9, 2007 (as amended from time to
time, the “Agreement”),
between the Company and Prudential Investment Management, Inc., and the holders
of the notes issued thereunder and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Agreement and (ii) to have made the representation
set forth in Section 6.2 of the Agreement. As provided in the
Agreement, this Note is subject to prepayment, in whole or from time to time in
part on the terms specified in the Agreement.
This Note
is a registered Note and, as provided in the Agreement, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such
holder’s attorney duly authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer,
the Company may treat the person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment and for all other purposes,
and the Company shall not be affected by any notice to the
contrary.
This Note
is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement.
In case
an Event of Default, as defined in the Agreement, shall occur and be continuing,
the principal of this Note may be declared or otherwise become due and payable
in the manner and with the effect provided in the Agreement.
This Note
is intended to be performed in the State of New York and shall be construed and
enforced in accordance with the law of such State.
MDU ENERGY CAPITAL, LLC
By: ________________________
Title:
50
EXHIBIT
B
EXHIBIT
1-D
[FORM
OF SERIES D NOTE]
MDU
ENERGY CAPITAL, LLC
5.69%
SENIOR NOTE, SERIES D, DUE OCTOBER 1, 2013
No.
R-D-__
PPN
55294# AE5
ORIGINAL
PRINCIPAL AMOUNT:_____________
ORIGINAL
ISSUE DATE: October 1, 2008
INTEREST
RATE: 5.69%
|
INTEREST
PAYMENT DATES: Quarterly on the first day of each January, April, July and
October of each year commencing, January 1,
2009
|
FINAL
MATURITY DATE: October 1, 2013
PRINCIPAL
INSTALLMENT DATES AND AMOUNTS: Due on the Final Maturity
Date
FOR VALUE
RECEIVED, the undersigned, MDU ENERGY CAPITAL, LLC (herein called the “Company”), a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to [____________________], or
registered assigns, the principal sum of [____________________] DOLLARS
on the Final Maturity Date specified above, with interest (computed on
the basis of a 360-day year--30-day month) (a) on the unpaid balance
thereof from the date hereof at the Interest Rate per annum specified above,
payable on each Interest Payment Date specified above and on the Final Maturity
Date specified above, commencing with the Interest Payment Date next succeeding
the date hereof, until the principal hereof shall have become due and payable,
and (b) on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest, and any overdue payment of any
Make-Whole Amount (as defined in the Master Shelf Agreement referred to below),
payable on each Interest Payment Date as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 7.69% or (ii) 2% over the rate of interest
publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York
City as its Prime Rate.
Payments
of principal of, interest on and any Make-Whole Amount (as defined in the Master
Shelf Agreement referred to below) payable with respect to this Note are to be
made at the main office of JPMorgan Chase Bank, N.A. in New York City or at such
other place as the holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.
51
This Note
is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a
Master Shelf Agreement, dated as of August 9, 2007 (as amended from time to
time, the “Agreement”),
between the Company and Prudential Investment Management, Inc., and the holders
of the notes issued thereunder and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Agreement and (ii) to have made the representation
set forth in Section 6.2 of the Agreement. As provided in the
Agreement, this Note is subject to prepayment, in whole or from time to time in
part on the terms specified in the Agreement.
This Note
is a registered Note and, as provided in the Agreement, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such
holder’s attorney duly authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer,
the Company may treat the person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment and for all other purposes,
and the Company shall not be affected by any notice to the
contrary.
This Note
is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement.
In case
an Event of Default, as defined in the Agreement, shall occur and be continuing,
the principal of this Note may be declared or otherwise become due and payable
in the manner and with the effect provided in the Agreement.
This Note
is intended to be performed in the State of New York and shall be construed and
enforced in accordance with the law of such State.
MDU ENERGY CAPITAL, LLC
By: ________________________
Title:
52
EXHIBIT
C
EXHIBIT
1-E
[FORM
OF SERIES E NOTE]
MDU
ENERGY CAPITAL, LLC
5.97%
SENIOR NOTE, SERIES E, DUE OCTOBER 1, 2015
No.
R-E-__
PPN
55294# AD7
ORIGINAL
PRINCIPAL AMOUNT:_____________
ORIGINAL
ISSUE DATE: October 1, 2008
INTEREST
RATE: 5.97%
|
INTEREST
PAYMENT DATES: Quarterly on the first day of each of January, April, July
and October of each year commencing, January 1,
2009
|
FINAL
MATURITY DATE: October 1, 2015
PRINCIPAL
INSTALLMENT DATES AND AMOUNTS: Due on the Final Maturity
Date
FOR VALUE
RECEIVED, the undersigned, MDU ENERGY CAPITAL, LLC (herein called the “Company”), a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to [____________________], or
registered assigns, the principal sum of [____________________] DOLLARS
on the Final Maturity Date specified above, with interest (computed on
the basis of a 360-day year--30-day month) (a) on the unpaid balance
thereof from the date hereof at the Interest Rate per annum specified above,
payable on each Interest Payment Date specified above and on the Final Maturity
Date specified above, commencing with the Interest Payment Date next succeeding
the date hereof, until the principal hereof shall have become due and payable,
and (b) on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest, and any overdue payment of any
Make-Whole Amount (as defined in the Master Shelf Agreement referred to below),
payable on each Interest Payment Date as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 7.97% or (ii) 2% over the rate of interest
publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York
City as its Prime Rate.
Payments
of principal of, interest on and any Make-Whole Amount (as defined in the Master
Shelf Agreement referred to below) payable with respect to this Note are to be
made at the main office of JPMorgan Chase Bank, N.A. in New York City or at such
other place as the holder hereof shall designate to the Company in writing, in
lawful money of the United States of America.
53
This Note
is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a
Master Shelf Agreement, dated as of August 9, 2007 (as amended from time to
time, the “Agreement”),
between the Company and Prudential Investment Management, Inc., and the holders
of the notes issued thereunder and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Agreement and (ii) to have made the representation
set forth in Section 6.2 of the Agreement. As provided in the
Agreement, this Note is subject to prepayment, in whole or from time to time in
part on the terms specified in the Agreement.
This Note
is a registered Note and, as provided in the Agreement, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such
holder’s attorney duly authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer,
the Company may treat the person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment and for all other purposes,
and the Company shall not be affected by any notice to the
contrary.
This Note
is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement.
In case
an Event of Default, as defined in the Agreement, shall occur and be continuing,
the principal of this Note may be declared or otherwise become due and payable
in the manner and with the effect provided in the Agreement.
This Note
is intended to be performed in the State of New York and shall be construed and
enforced in accordance with the law of such State.
MDU ENERGY CAPITAL, LLC
By: ________________________
Title:
54
EXHIBIT
D
EXHIBIT
1-F
[FORM
OF SHELF NOTE]
MDU
ENERGY CAPITAL, LLC
%
SENIOR NOTE, SERIES ________, DUE ___________
No.
R-___
PPN
______________________
ORIGINAL
PRINCIPAL AMOUNT:
ORIGINAL
ISSUE DATE:
INTEREST
RATE:
INTEREST
PAYMENT DATES:
FINAL
MATURITY DATE:
PRINCIPAL
INSTALLMENT DATES AND AMOUNTS:
FOR VALUE
RECEIVED, the undersigned, MDU ENERGY CAPITAL, LLC (herein called the “Company”), a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to [____________________], or
registered assigns, the principal sum of [____________________] DOLLARS
[on the Final Maturity Date
specified above] [,
payable in installments on the Principal Installment Dates and in the amounts
specified above, and on the Final Maturity Date specified above in an amount
equal to the unpaid balance of the principal hereof,] with interest
(computed on the basis of a 360-day year--30-day month) (a) on the unpaid
balance thereof from the date hereof at the Interest Rate per annum specified
above, payable on each Interest Payment Date specified above and on the Final
Maturity Date specified above, commencing with the Interest Payment Date next
succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) on any overdue payment (including any overdue prepayment)
of principal, any overdue payment of interest, and any overdue payment of any
Make-Whole Amount (as defined in the Master Shelf Agreement referred to below),
payable on each Interest Payment Date as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) [____]%1 or (ii) 2% over the rate of
interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in
New York City as its Prime Rate.
Payments
of principal of, interest on and any Make-Whole Amount (as defined in the Master
Shelf Agreement referred to below) payable with respect to this Note are to be
made at the main
| 1 Interest rate plus 2%. |
55
office of
JPMorgan Chase Bank, N.A. in New York City or at such other place as the holder
hereof shall designate to the Company in writing, in lawful money of the United
States of America.
This Note
is one of a Series of Senior Notes (herein called the “Notes”) issued pursuant to a
Master Shelf Agreement, dated as of August 9, 2007 (as amended from time to
time, the “Agreement”),
between the Company and Prudential Investment Management,
Inc., and the holders of the notes issued thereunder and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its
acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 20 of the Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Agreement. As
provided in the Agreement, this Note is subject to prepayment, in whole or from
time to time in part on the terms specified in the Agreement.
This Note
is a registered Note and, as provided in the Agreement, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such
holder’s attorney duly authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer,
the Company may treat the person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment and for all other purposes,
and the Company shall not be affected by any notice to the
contrary.
[The Company agrees to make required
prepayments of principal in the amounts set forth above on the Principal
Installment Dates set forth above.] This Note is subject to
optional prepayment, in whole or from time to time in part, on the terms
specified in the Agreement.
In case
an Event of Default, as defined in the Agreement, shall occur and be continuing,
the principal of this Note may be declared or otherwise become due and payable
in the manner and with the effect provided in the Agreement.
This Note
is intended to be performed in the State of New York and shall be construed and
enforced in accordance with the law of such State.
MDU ENERGY CAPITAL, LLC
By: ________________________
Title:
56