Common use of AUTHORIZATION OF ISSUE OF NOTES Clause in Contracts

AUTHORIZATION OF ISSUE OF NOTES. (a) The Company will authorize the issue of its senior promissory notes (the 'Notes') in the aggregate principal amount of $550,000,000 to be dated the date of issue thereof; to mature, in the case of each Note so issued, no more than 12 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 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 Section 2.6; and to be substantially in the form of Exhibit 1 attached hereto. 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, (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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment."

AUTHORIZATION OF ISSUE OF NOTES. (a) The Company Companies will authorize the issue of its their senior promissory notes (the '"Notes'") in the aggregate principal amount of up to $550,000,000 190,000,000, to be dated the date of issue thereof; , to mature, in the case of each Note so issued, no more than 12 15 years after from the date of original issuance issue thereof; , to have an average life, in the case of each note so issued, life of no more than 10 years after the date of original issuance thereof; 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 Section 2.6; paragraph 2F, and to be substantially in the form of Exhibit 1 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, 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) Xxxxxxxxx 0X. Xxxxxxxxx 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 authorize pay to Prudential in immediately available funds a fee (herein called the issue "Facility Fee") on each Closing Day (other than a Closing Day occurring on or after October 29, 1999 and sale on or before January 28, 2000 in an amount equal to fifteen hundredths of $100,000,000 one percent (0.15%) of the aggregate principal amount of its 5.92% Senior NotesNotes sold on such Closing Day." (d) Paragraph 3D and Xxxxxxxxx 0X. The term "Regulation G," as used in Paragraph 3D and Paragraph 8I of the Agreement, Series Nis 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, due 2013 (the 'Series N Notes'risk that computer applications, such term as well as embedded microchips in non-computing devices, used by the Companies may be unable to include recognize and perform properly date-sensitive functions involving certain dates prior to and any such notes issued in substitution therefor pursuant to Section 13date after December 31, 1999). 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 4Companies have developed or are developing programs to address their "Year 2000 Problem" on a timely basis. Subject to the terms Based on such review and conditions of this Agreementprogram, the Company Companies reasonably believe, based on current information, that their "Year 2000 Problem" will issue and sell to each Purchaser and each Purchaser will purchase from not materially adversely affect the Companybusiness, at the Closing for the Series N Notes on May 17property or assets, 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% condition (financial or otherwise) or operations 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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, Companies or any of their Subsidiaries." (f) Xxxxxxxxx 0X. Xxxxxxxxx 9B of the conditions specified Agreement is amended in Section 4 shall not have been fulfilled full 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.read as follows: "9B.

AUTHORIZATION OF ISSUE OF NOTES. (a) The Company will authorize the issue of its senior promissory notes (the '“Notes'”) in the aggregate principal amount of up to $550,000,000 100,000,000 (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 12 fifteen years after the date of original issuance thereof; , to have an average life, in the case of each note so issued, life of no more than 10 years after the date of original issuance thereof; 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 Section 2.6; 2B(5), and to be substantially in the form of Exhibit 1 A attached hereto. In no event is it contemplated that Notes would be issued hereunder if, after giving effect thereto, the aggregate principal amount Notes and other notes of the Company held by Prudential and Persons described in clause (ii) of the defined term “Prudential Affiliate” would exceed $175,000,000. 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, (v) the same interest payment periods, and (vi) the same original 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. Certain capitalized Capitalized terms used and not otherwise defined in this Agreement are defined in Schedule B, unless such term is identified herein as defined in Schedule BB; 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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment."

AUTHORIZATION OF ISSUE OF NOTES. (a) The Company will authorize the issue and sale of its senior promissory notes ntoes (the 'Notes'"NOTES") in the aggregate principal amount of Seventy-Nine Million, Five Hundred Sixty Thousand Nine Hundred Eight and 91/100 Dollars ($550,000,000 79,560,908.91) to be dated the date of issue thereof; , to maturemature on February 28, in the case of each Note so issued2002, no more than 12 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 10 years after the date of original issuance thereof; 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 forthYield-Maintenance Amount and accrued interest at the rate specified therein, in the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to Section 2.6; and to be substantially in the form of Exhibit 1 A attached heretohereto with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Interest on the Notes shall be computed on the basis of a 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. Notes which have (i) The interest rate applicable to 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, (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 1nine and two-A. The Series N Notes will be considered Accepted Notes for purposes of this Agreement, tenths percent (9.20%) per annum from and including the provisions Effective Date of Section 4the First Amendment to, but not including, the same date of the sixth month thereafter (the "SIX MONTH ANNIVERSARY DATE"). Subject to the terms and conditions last sentence of this AgreementSection 1, commencing on the Six Month Anniversary Date, the Company will issue and sell interest rate applicable 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 any time shall be the purchase price rate set forth below opposite the lowest Credit Rating of 100% either Rating Agency in effect for any Senior Public Obligations 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 Guarantor at 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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment."time: [TABLE OMITTED]

AUTHORIZATION OF ISSUE OF NOTES. {TC \1 “1”} . The Issuers will authorize (a) The Company will authorize the issue of its their senior secured promissory notes (the '“Series A Notes'”) in the aggregate principal amount of $550,000,000 25,000,000, to be dated the date of issue thereof; , to maturemature May 14, in the case of each Note so issued2025, no more than 12 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 10 years after the date of original issuance thereof; 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 annumannum 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 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 Section 2.6; and to be substantially in the form of Exhibit 1 A attached hereto, (b) the issue of their senior secured promissory notes (the “Series B Notes”) in the aggregate 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 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-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 $30,000,000, 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. 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, (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 1. 3Paragraph 3J is amended 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 restated 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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment."follows:

AUTHORIZATION OF ISSUE OF NOTES. The Issuers will authorize (a) The Company will authorize the issue of its their senior secured promissory notes (the '“Series A Notes'”) in the aggregate principal amount of $550,000,000 25,000,000, to be dated the date of issue thereof; , to maturemature May 14, in the case of each Note so issued2025, no more than 12 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 10 years after the date of original issuance thereof; 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 annumannum 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 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 Section 2.6; and to be substantially in the form of Exhibit 1 A attached hereto and (b) the issue of their senior secured promissory notes (the “Series B Notes”; together with the Series A Notes, the “Notes”) in the aggregate 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 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-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, (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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment."

AUTHORIZATION OF ISSUE OF NOTES. (a) The Company will authorize the issue of its senior promissory notes (the '“Shelf Notes'”) in the aggregate principal amount of $550,000,000 300,000,000, to be dated the date of issue thereof; , to mature, in the case of each Fixed Rate Note so issued, no more than 12 fifteen (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 have an average life, in the case of each note Fixed Rate Note so issued, of no more than fifteen (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 Section 2.6; paragraph 2B(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 1 A-1 attached heretohereto in the case of a Fixed Rate Note or Exhibit A-2 attached hereto in the case of a 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, (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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment."“

AUTHORIZATION OF ISSUE OF NOTES. (a) The Company will authorize the issue of its senior promissory notes (the 'Notes') Senior Notes in the aggregate principal amount of $550,000,000 5,000,000, to be dated the date of issue thereof; issue, to maturemature on the Maturity Date, in the case of each Note so issued, no more than 12 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 10 years after the date of original issuance thereof; 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 Section 2.6; 2005, and to be substantially in the form of Exhibit A hereto attached. The Company will authorize the issue of its Junior Notes in the aggregate 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 through such date, make a one time payment to the Buyer, in cash, in the amount equal to $135,616.43. 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 attached heretoper 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, in any case which is at the time outstanding. The term "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 substitution of exchange for any such provisionJunior Note, in any case which is at the time outstanding. 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, (v) the same interest payment periods, "Senior Notes" and (vi) the same original date of issuance "Junior Notes" are herein called a 'Series' of referred to, collectively, as "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 " All interest on 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 computed on the form set out in Exhibit 1-A. The Series N Notes will basis of the actual number of days elapsed and a year of 365 or 366 days, as applicable. To the extent permitted by applicable law, interest shall be considered Accepted Notes for purposes due and payable on any overdue installment of this Agreement, including the provisions principal or interest of Section 4. Subject any Note at a rate equal to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase Defined Rate per annum from the Companydate such payment was due until paid, at the Closing for the Series N Notes payable 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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillmentdemand."

AUTHORIZATION OF ISSUE OF NOTES. (a) The Company will may authorize the issue of its senior unsecured promissory notes (the '"Shelf Notes'") in the aggregate principal amount of up to $550,000,000 125,000,000, to be dated the date of issue thereof; , to mature, in the case of each Shelf Note so issued, no more than 12 twelve years after the date of original issuance thereof; , to have an average life, in the case of each note Shelf Note so issued, of no more than 10 ten 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; paragraph 2G, and to be substantially in the form of Exhibit 1 A-2 attached hereto. The term 'terms "Shelf Note" and "Shelf 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 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 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, (v) the same interest payment periods, periods and (vi) the same original 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. 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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment."

AUTHORIZATION OF ISSUE OF NOTES. (a) Authorization of Issue of Series A, B and C Notes. The Company will authorize has authorized the issue issuance of (i) its senior promissory notes (the '"Series A Notes'") in the aggregate principal amount of $550,000,000 50,000,000, to be dated the date of issue thereof; , to maturemature December 20, in the case of each Note so issued, no more than 12 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 10 years after the date of original issuance thereof; 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 Section 2.6; mature 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 1 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. 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, (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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment."

AUTHORIZATION OF ISSUE OF NOTES. (a) The Company will authorize the issue of its senior unsecured promissory notes (the 'Notes'"SHELF NOTES") in the aggregate principal amount of $550,000,000 125,000,000, to be dated the date of issue thereof; , to mature, in the case of each Shelf Note so issued, no more than 12 twelve years after the date of original issuance thereof; , to have an average life, in the case of each note Shelf Note so issued, of no more than 10 ten 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; paragraph 2F, and to be substantially in the form of Exhibit 1 A attached hereto. The term 'Notes' terms "SHELF 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, (v) the same interest payment periods, periods and (vi) the same original 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' "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 000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number 000000000 for wire transfers, and any other 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, 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 under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment."