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0001104659-06-017165 Sample Contracts

FIRST AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT
Unsecured Credit Agreement • March 16th, 2006 • Empire District Electric Co • Electric services • Missouri

We act as Kansas counsel to The Empire District Electric Company, a Kansas corporation (the “Company”). We are delivering this opinion to you pursuant to Section 5.1(b) of the Five Year $150,000,000 Unsecured Credit Agreement dated as of July 15, 2005 among the Company, UMB Bank, N.A., individually and as Administrative Agent, Bank of America, N.A., individually and as Syndication Agent, and the other financial institutions party thereto (the “Credit Agreement”).

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