Execution Copy
Exhibit 10.2
JOINDER AGREEMENT
THIS JOINDER AGREEMENT dated as of
May 27, 2009 (this “ Joinder Agreement ”) is
made by and among ENSERCO ENERGY INC., a South Dakota corporation
(“ Borrower ”), FORTIS CAPITAL CORP. in its
capacity as administrative agent under the Credit Agreement (as
defined below) (in such capacity, the “ Administrative
Agent ”), and COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A. “Rabobank Nederland,”
NEW YORK BRANCH (“ New Bank ”). Reference is
made to that certain Third Amended and Restated Credit Agreement
dated as of May 8, 2009 among the Borrower, the banks party thereto
from time to time (the “ Banks ”), the Banks
authorized to issue letters of credit thereunder from time to time
(the “ Issuing Banks ”), and the Administrative
Agent (as the same may be amended, supplemented or otherwise
modified from time to time, the “ Credit Agreement
”). Capitalized terms used herein but not defined herein
shall have the meanings specified by the Credit
Agreement.
PRELIMINARY
STATEMENTS:
A.
Pursuant to Section 2.01A of the
Credit Agreement, and subject to the terms and conditions thereof,
financial institutions may become Banks with Committed Line
Portions in the event the Borrower requests an increase in the
subscribed amounts of the Committed Line Portions and certain other
conditions are met and satisfied.
B. The
Borrower has requested an increase in the subscribed amounts of the
Committed Line Portions provided certain conditions are met and
satisfied, as applicable.
C. The
Borrower, the Administrative Agent, the Issuing Banks and the New
Bank now wish to enter into this Joinder Agreement to add New Bank
as a Bank under the Credit Agreement and to establish a subscribed
Committed Line Portion of $25,000,000.00 for New Bank in accordance
with the terms and conditions of the Credit Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged and
confessed, the parties hereto agree as follows:
1.
Addition of New Bank . Pursuant to Section 2.01A of the
Credit Agreement, New Bank is hereby added to the Credit Agreement
as a Bank with a subscribed Committed Line Portion of
$25,000,000.00. New Bank agrees that it will perform all of its
obligations which by the terms of the Credit Agreement and the
other Loan Documents are required to be performed by it as a Bank.
New Bank specifies as its Lending Office the following:
Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A.,
“Rabobank Nederland,”
New York Branch
245 Park Avenue, 37 th
Floor
New York, NY 10167
Attention: Eva Rushkevich
Telephone: (212) 916-3711
Facsimile: (212) 916-3731
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Rabobank Joinder Agreement
[Enserco]
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011038.0122\522206.03
2.
Delivery of Note . The Borrower shall promptly execute and
deliver to the New Bank a Note, dated as of the effective date of
this Joinder Agreement, in the principal amount of the New
Bank’s subscribed Committed Line Portion set forth in
Section 1 above.
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