Unsecured Credit Agreement

Table of Contents

Table of Contents

(continued)

Table of Contents

(continued)

Exhibits

A          Revolving Credit Note

B           Pricing Schedule

C           Subsidiaries of the Company

D-1       Company’s Kansas Counsel’s Opinion

D-2       Company’s Missouri Counsel’s Opinion

E           Quarterly Compliance Certificate

F           Existing Liens

UMB Bank, N.A.

Kansas City, Missouri

Bank of America, N.A.

St. Louis, Missouri

The Other Financial Institutions Party Hereto

This Unsecured Credit Agreement (“Agreement”) between the parties hereto is made as of this 11 ^th day of March, 2009.

The undersigned, The Empire District Electric Company, a Kansas corporation (the “Company”) hereby applies to you for your several commitments, subject to all the terms and conditions hereof and on the basis of representations and warranties hereinafter set forth, to make an unsecured revolving credit (“Revolving Credit”) available to the Company, all as more fully set forth herein.  Each of you is hereinafter referred to individually as “Bank” and collectively as “Banks.”  UMB Bank, N.A., in its individual capacity is sometimes referred to herein as “UMB”, and in its capacity as Administrative Agent for the Banks is hereinafter in such capacity referred to as the “Agent”.  Bank of America, N.A. is also sometimes referred to herein as “Syndication Agent” and Wells Fargo Bank, N.A. is also sometimes referred to herein as “Documentation Agent.”  All capitalized terms not defined in the text of this Agreement are defined in Section 1 hereof.

SECTION 1.   Definitions.

1.1.   Certain Definitions .  The terms hereinafter set forth when used herein shall have the following meanings:

“ABR” means a fluctuating rate of interest equal to the higher of (a) the Prime Rate or (b) the sum of the Federal Funds Effective Rate most recently determined by the Agent, plus one-half percent (1/2%) per annum; provided, however, in no event shall the ABR used to calculate the applicable interest rate for any ABR Portion be less than 3.75% at any time.

“ABR Portion” shall have the meaning specified in Section 3.1 hereof.

“Adjusted LIBOR Rate” means a rate per annum determined pursuant to the following formula:

provided, however, in no event shall the Adjusted LIBOR Rate used to calculate the applicable interest rate for any LIBOR Portion be less than 2.10% at any time.

“Affiliate” shall mean, for any Person, any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition, “control” means the power, directly or indirectly, to direct or cause the direction of management or policies of a Person (through ownership of voting securities, by contract

or otherwise), provided that, in any event for purposes of this definition any Person that owns directly or indirectly securities having ten percent (10%) or more of the ordinary voting power for the election of directors of a corporation or ten percent (10%) or more of the partnership or other ownership interests of any other Person will be deemed to control such corporation or other Person.

“Agent” shall have the meaning specified in the first paragraph of this Agreement.

“Agreement” shall mean this Unsecured Credit Agreement as may be supplemented and amended from time to time.

“Applicable Margin” shall mean on any date, (a) when used to determine the interest payable on Loans comprising any LIBOR Portion or ABR Portion, the applicable number of basis points set forth in the Pricing Schedule attached hereto as Exhibit B and incorporated herein by reference under the heading for “Applicable Margin for LIBOR Portions” or “Applicable Margin for ABR Portions,” as the case may be, and (b) when used to determine the Facility Fee and the Utilization Fee, the applicable number of basis points set forth in such Pricing Schedule under such respective titles.

“Bank” and “Banks” shall have the meanings specified in the first paragraph of this Agreement.

“Borrowing” shall have the meaning set forth in Section 2.2 hereof.

“Business Day” shall mean any day, except Saturday or Sunday, on which banks are open for business in Kansas City, Missouri or Chicago, Illinois, and, with respect to LIBOR Portions, dealing in United States dollar deposits in London, England.

“Change of Control” shall mean the occurrence after the date of this Agreement of:  (i) any Person, or two or more Persons acting in concert, acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company (or other securities convertible into such securities) representing greater than thirty-three and one-third percent (33⅓%) of the combined voting power of all securities of the Company entitled to vote in the election of directors; or (ii) any Person, or two or more Persons acting in concert, acquiring by contract or otherwise, or entering into a contract or arrangement which, upon consummation, will result in its or their acquisition of, or control over, securities of the Company (or other securities convertible into such securities) representing greater than thirty-three and one-third percent (33⅓%) of the combined voting power of all securities of the Company entitled to vote in the election of directors.

“Closing Date” shall mean March 11, 2009, or such other date as may be agreed upon by the Agent and the Borrower.

“Commitment” shall mean a Revolving Credit Commitment of any Bank.

“Commitment Percentage” shall mean a Revolving Credit Commitment Percentage.

“Credit Termination Date” shall have the meaning set forth in Section 2.1 hereof.

“Defaulting Bank” shall mean any Bank that (a) fails to fund its portion of Loans to the Borrower, (b) fails to pay any other amount required under the Agreement, (c) has become insolvent or whose holding company or any affiliate has become insolvent, or (d) has defaulted under other syndicated credit facilities.

“Documentation Agent” shall mean Wells Fargo Bank, N.A.

“EBITDA” means, with reference to any period, Net Income for such period plus all amounts deducted in arriving at such Net Income amount in respect of (a) Interest Charges for such period, plus (b) foreign, federal, state and local income taxes of the Company, and its Subsidiaries paid or accrued for such period, plus (c) all amounts properly charged by the Company and its Subsidiaries for depreciation and amortization of intangible assets during such period.

“Effective Date” shall mean the later of (i) the Closing Date or (ii) if required, the date as of which the Company receives the approval of the Kansas Corporation Commission to enter into this Agreement.

“Environmental Laws” shall mean all federal, state and local environmental, health and safety statutes and regulations, including without limitation all statutes and regulations establishing quality criteria and standards for air, water, land and toxic or hazardous wastes and substances.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall mean any event or condition identified as such in Section 8.1 hereof.

“Exposure” shall mean, as to any Bank, the sum of such Bank’s (a) unused Revolving Credit Commitment and (b) all outstanding Loans, if any.

“Federal Funds Effective Rate” shall mean for any day, an interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or if such rate is not so published for such day, the average of the quotations for such day on such transactions received by the Agent from three (3) federal funds brokers of recognized standing selected by it.

“GAAP” shall mean generally accepted accounting principles as in effect on the date hereof applied by the Company on a basis consistent with the preparation of the Audit Report referred to in Section 6.3 hereof.

“Granting Bank” shall have the meaning set forth in Section 11.21.

“Indebtedness” shall mean as of any time the same is to be determined, the aggregate of:

(a)   all indebtedness with respect to borrowed money;

(b)   all reimbursement and other obligations with respect to letters of credit, banker’s acceptances, customer advances and other extensions of credit whether or not representing obligations for borrowed money;

(c)   the aggregate amount of capitalized lease obligations;

(d)   all indebtedness secured by any lien or any security interest on any Property, whether or not the same would be classified as a liability on a balance sheet;

(e)   all indebtedness representing the deferred purchase price of Property, but excluding all trade payables incurred in the ordinary course of business; and

(f)   all guaranties, endorsements (other than any liability arising out of the endorsement of items for deposit or collection in the ordinary course of business) and other contingent obligations in respect of, or any obligations to purchase or otherwise acquire, any of the foregoing.

Indebtedness of the Company shall be computed and determined, without duplication, on a consolidated basis for the Company and its Subsidiaries after the elimination of intercompany items in accordance with GAAP.

“Interest Charges” shall mean, with reference to any period, the sum of all interest charges (including imputed interest charges with respect to capitalized lease obligations, all amortization of debt discount and expense) of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“Interest Coverage Ratio” shall mean, as of any time the same is to be determined, the ratio of (a) consolidated EBITDA for the most recent four (4) fiscal quarters then ended to (b) consolidated Interest Charges for such four (4) fiscal quarters.

“Interest Period” shall mean (a) with respect to any LIBOR Portion, the period used for the computation of interest commencing on the date the relevant LIBOR Portion is made, continued or effected by conversion and concluding on the date one (1) or two (2) months thereafter as selected by the Company in its notice as provided herein; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(a)   if any Interest Period would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day, unless in the case of an Interest Period for a LIBOR Portion the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(b)   no Interest Period may extend beyond the Credit Termination Date;

(c)   the interest rate to be applicable to each LIBOR Portion for each Interest Period shall apply from and including the first day of such Interest Period to but excluding the last day thereof; and

(d)   no Interest Period may be selected if after giving effect thereto the Company will be unable to make a principal payment scheduled to be made during such Interest Period without paying part of a LIBOR Portion on a date other than the last day of the Interest Period applicable thereto.

For purposes of determining an Interest Period, a month means a period starting on one day in a calendar month and ending on a numerically corresponding day in the next calendar month; provided, however , if an Interest Period begins on the last day of a month or if there is no numerically corresponding day in the month in which an Interest Period is to end, then such Interest Period shall end on the last Business Day of such month.

“LIBOR Index Rate” shall mean, for any Interest Period applicable to a LIBOR Portion, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a period comparable to

such Interest Period, which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London, England time) on the day two (2) Business Days before the commencement of such Interest Period.

“LIBOR Portion” shall have the meaning specified in Section 3.1 hereof.

“LIBOR Rate” shall mean for each Interest Period applicable to a LIBOR Portion, (a) the LIBOR Index Rate for such Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds are offered to the Agent at 11:00 a.m. (London, England time) two (2) Business Days before the beginning of such Interest Period by three (3) or more major banks in the London interbank market selected by the Agent for a period equal to such Interest Period and in an amount equal or comparable to the principal amount of the LIBOR Portion scheduled to be made by the Agent during such Interest Period.

“Loan” shall mean a Revolving Credit Loan and “Loans” shall mean any two or more of the foregoing.

“Loan Documents” shall mean this Agreement and any and all exhibits hereto, each Note, and any and all other agreements, instruments and documents heretofore or hereafter executed and delivered to or in favor of and for the benefit of the Agent and the Banks, or any of them, in connection with the Loans made and the transactions contemplated under this Agreement, as the same may be amended, revised, amended and restated, replaced, supplemented or otherwise modified from time to time.

“Material Adverse Effect” shall have the meaning specified in Section 6.1 hereof.

“Mortgage” shall have the meaning specified in Section 7.7(i) hereof.

“Net Income” shall mean, with reference to any period, the net income (or net loss) of the Company and its Subsidiaries for such period as computed on a consolidated basis in accordance with GAAP.

“Note” shall mean a Revolving Credit Note and all renewals, modifications and extensions thereof and replacements and substitutions therefore and “Notes” shall mean any two or more of the foregoing.

“PBGC” shall mean the Pension Benefit Guaranty Corporation.

“Person” shall mean and include any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or government (whether federal, state, county, city, municipal, or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

“Plan” shall mean any employee benefit plan covering any officers or employees of the Company or any Subsidiary, any benefits of which are, or are required to be, guaranteed by the PBGC.

“Pricing Schedule” shall have the meaning as set forth in Section 3.8 hereof.

“Prime Rate” means for any day the rate of interest announced by UMB from time to time as its prime commercial rate in effect on such day, with any change in the Prime Rate resulting from a change in said prime commercial rate to be effective as of the date of the

relevant change in said prime commercial rate, such rate not necessarily being the lowest rate charged by UMB to any customer.

“Property” shall mean all assets and properties of any nature whatsoever, whether real or personal, tangible or intangible, including, without limitation, intellectual property.

“Quarterly Compliance Certificate” shall have the meaning set forth in Section 7.4(c) hereof.

“Register” shall have the meaning specified in Section 11.20 hereof.

“Required Banks” shall mean any Bank or Banks which in the aggregate hold at least sixty-six and two-thirds percent (66⅔%) of the Total Exposure.

“Reserve Percentage” means the daily arithmetic average maximum rate, expressed as a decimal, at which reserves (including, without limitation, any supplemental, marginal and emergency reserves) are imposed on members banks of the Federal Reserve System during the applicable Interest Period by the Board of Governors of the Federal Reserve System (or any successor) under Regulation D on “eurocurrency liabilities” (as such term is defined in Regulation D), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto.  For purposes of this definition, the LIBOR Portions shall be deemed to be eurocurrency liabilities as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under Regulation D.

“Revolving Credit” shall have the meaning specified in the first paragraph of this Agreement.

“Revolving Credit Commitment” and “Revolving Credit Commitments” shall have the meanings specified in Section 2.2 hereof.

“Revolving Credit Commitment Percentage” shall have the meaning specified in Section 2.2 hereof.

“Revolving Credit Loan” and “Revolving Credit Loans” shall have the meanings specified in Section 2.1 hereof.

“Revolving Credit Note” or “Revolving Credit Notes” shall have the meanings specified in Section 2.2 hereof.

“SPC” shall have the meaning set forth in Section 11.21.

“Subsidiary” shall mean, for any Person, any corporation or other entity of which more than fifty percent (50%) of the outstanding stock or comparable equity interests having ordinary voting power for the election of the Board of Directors of such corporation or similar governing body in the case of a non-corporate entity (irrespective of whether or not, at the time, stock or other equity interests of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such Person or by one or more of its Subsidiaries.

“Syndication Agent” means Bank of America, N.A.

“Total Assets” means all assets of the Company as shown on its most recent quarterly or annual consolidated balance sheet, as determined in accordance with GAAP.

“Total Exposure” shall mean the aggregate Exposure for all Banks.

“UMB” shall have the meaning specified in the first paragraph of this Agreement.

1.2.   Interpretation .  Capitalized terms defined elsewhere in this Agreement shall, unless otherwise specified, have the meanings so ascribed to them in all provisions of this Agreement.  The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined.  All references to time of day herein are references to Kansas City, Missouri time unless otherwise specifically provided.  Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement.

SECTION 2.   The Revolving Credit.

2.1.   Loans .  Subject to all of the terms and conditions hereof, the Banks agree to extend the Revolving Credit to the Company of up to Fifty Million Dollars ($50,000,000) which may be borrowed by the Company in its discretion from time to time, be repaid and borrowed again (“Revolving Credit Loans”), during the period from the Closing Date to and including July 15, 2010 (the “Credit Termination Date”).  The aggregate amount of the Revolving Credit Loans outstanding at any one time shall not exceed the Revolving Credit Commitments, as in effect from time to time.

2.2.   Revolving Credit Commitments .  The respective maximum aggregate principal amounts of the Revolving Credit (which is subject to reduction pursuant to Section 4.6 hereof) at any one time outstanding and the percentage of the Revolving Credit available at any time which each Bank agrees to make available to the Company (its “Revolving Credit Commitment Percentage”) are as follows (collectively, the “Revolving Credit Commitments” and individually, a “Revolving Credit Commitment”):

The obligations of the Banks hereunder are several and not joint and no Bank shall under any circumstances be obligated to extend credit under the Revolving Credit in excess of its Revolving Credit Commitment or its applicable Commitment Percentage of credit outstanding under the Revolving Credit.

All Loans made by the Banks on the same date are hereinafter referred to as a “Borrowing.”  Each Borrowing on a Revolving Credit Loan shall be in a minimum amount as provided in Section 3.5 hereof and each Borrowing shall be made pro rata by the Banks in accordance with their respective applicable Commitment Percentages.  All Loans made by each Bank shall be evidenced

by a Revolving Credit Note of the Company (individually a “Revolving Credit Note” and collectively the “Revolving Credit Notes”) payable to the order of such Bank in the amount of its Revolving Credit Commitment, each Revolving Credit Note to be in the form (with appropriate insertions) attached hereto as Exhibit A.  Without regard to the face principal amount of each Note, the actual principal amount at any time outstanding and owing by the Company on account thereof during the period ending on the Credit Termination Date shall be the sum of all advances then or theretofore made thereon less all principal payments actually received thereon during such period.

2.3.   Procedure For Borrowing on Revolving Credit Notes .  The Company shall notify the Agent (which may be written or oral, but which must be given prior to 11:00 a.m. (Kansas City time)) of the date (which may, subject to the immediately preceding parenthetical and Section 3 hereof, be the date on which such notice is given) upon which it requests that any advance be made to it under the Revolving Credit Commitments, and the Agent shall promptly (but in any event not later than 2:00 p.m. Kansas City time) notify each Bank in writing of its receipt of each such notice.  Subject to all of the terms and conditions hereof, each Bank shall make available to the Agent its share of each advance, and the proceeds of each advance, to the extent received by the Agent from the Banks, shall be made available to the Company at the office of the Agent in Kansas City and in funds there current.  Each Loan from each Bank shall initially constitute part of an ABR Portion except to the extent the Company has otherwise timely elected a LIBOR Portion, all as provided in Section 3 hereof.  Unless the Agent shall have been notified by a Bank prior to the date a Loan is to be made by such Bank hereunder that such Bank does not intend to make its pro rata share of such Loan available to the Agent, the Agent may assume that such Bank has made such share available to the Agent on such date and the Agent may in reliance upon such assumption (but shall not be required to) make available to the Company a corresponding amount.  If such corresponding amount is not in fact made available to the Agent by such Bank and the Agent has made such amount available to the Company such Bank shall be deemed to be a Defaulting Bank and the Agent shall be entitled to receive such amount from such Defaulting Bank forthwith upon its demand (or, if such Defaulting Bank fails to pay such amount forthwith upon such demand, to recover such amount, together with interest thereon at the rate otherwise applicable thereto under Section 3 hereof, from the Company and if not paid by the Company, the Agent shall have a priority right to set off such amount together with interest thereon against any repayment of the Loans which are due the Defaulting Bank), together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Company and ending on but excluding the date the Agent recovers such amount at the Federal Funds Effective Rate for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding Business Day).  Nothing in this Section 2.3 shall be deemed to permit any Bank to breach its obligations to make Loans under this Agreement or to limit the Company’s claims against any Bank for such breach.

SECTION 3.   Interest.

3.1.   Elections .  Subject to all of the terms and conditions of this Section 3, portions of the principal indebtedness evidenced by the Notes (all of the indebtedness evidenced by the Notes bearing interest at the same rate for the same period of time being hereinafter referred to as a “Portion”) may, at the election of the Company, bear interest with reference to the ABR (the “ABR Portions”) or with reference to the Adjusted LIBOR Rate (“LIBOR Portions”), and Portions may be converted from time to time from one basis to the other.  All of the indebtedness evidenced by the Notes which is not part of a LIBOR Portion shall constitute a single ABR Portion.  All of the indebtedness evidenced by the Notes which bears interest with reference to a particular Adjusted LIBOR Rate for a particular Interest Period shall constitute a single LIBOR Portion.  The Company promises to pay interest on each Portion at the rates and times specified in this Section 3.  Each Bank holding a Note shall have a ratable interest in each Portion evidenced thereby.

3.2.   ABR Portions .  Each ABR Portion shall bear interest (which the Company promises to pay at the times herein provided), at the rate per annum equal to the ABR as in effect from time to time plus the Applicable Margin, as determined from time to time under the Pricing Schedule set forth in Exhibit B attached hereto and hereby incorporated by reference, provided that upon the occurrence of an Event of Default hereunder such Portion shall, upon written notice from the Agent, bear interest (which the Company promises to pay at the times hereinafter provided), whether before or after judgment, for the period from the date such Event of Default occurred and during the continuation thereof, at the rate per annum determined by adding two percent (2%) to the interest rate which would otherwise be applicable thereto from time to time.  Interest on the ABR Portions shall be payable in arrears on the last day of each calendar quarter in each year, upon prepayment of any ABR Portion and at maturity of the applicable Notes and default interest shall be due and payable upon demand.

3.3.   LIBOR Portions .  Each LIBOR Portion shall bear interest (which the Company promises to pay at the times herein provided) for each Interest Period selected therefor at a rate per annum equal to the Adjusted LIBOR Rate for such Interest Period plus the Applicable Margin, as determined from time to time under the Pricing Schedule set forth in Exhibit B attached hereto, provided that upon the occurrence of an Event of Default hereunder such Portion shall, upon written notice from the Agent, bear interest (which the Company promises to pay at the times hereinafter provided) whether before or after judgment, for the period from the date such Event of Default occurred and during the continuation thereof, through the end of the Interest Period then applicable thereto at the rate per annum determined by adding two percent (2%) to the interest rate otherwise applicable thereto, and effective at the end of such Interest Period such LIBOR Portion shall automatically be converted into and added to the applicable ABR Portion and shall thereafter bear interest at the interest rate applicable to the applicable ABR Portion after default.  Interest on each LIBOR Portion shall be due and payable on the last day of each Interest Period applicable thereto and, at maturity of the applicable Notes, and default interest shall be due and payable upon demand.  The Company shall notify the Agent on or before 11:00 a.m. (Kansas City time) on the third Business Day preceding the end of an Interest Period applicable to a LIBOR Portion whether such LIBOR Portion (or any portion thereof) is to continue as a LIBOR Portion, in which event the Company shall notify the Agent of the new Interest Period selected therefor, and in the event the Company shall fail to so notify the Agent, such LIBOR Portion shall automatically be converted into and added to the applicable ABR Portion as of and on the last day of such Interest Period.  The Agent shall promptly notify each Bank of each notice received from the Company pursuant to the foregoing provisions.  Anything contained herein to the contrary notwithstanding, the obligation of the Banks to create, continue or effect by conversion any LIBOR Portion shall be conditioned upon the fact that at such time no Event of Default shall have occurred and be continuing.

3.4.   Computation .  Interest on the LIBOR Portions and all fees, charges and commissions due hereunder shall be computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed.  All other interest on the Notes shall be computed on the basis of a year of 365/366 days for the actual number of days elapsed unless otherwise specifically provided in this Agreement.

3.5.   Minimum Amounts .  Each ABR Portion evidenced by Revolving Credit Notes shall be in a minimum amount of $1,000,000 or such greater amount which is an integral multiple of $250,000.  Each LIBOR Portion evidenced by Revolving Credit Notes shall be in a minimum amount of $5,000,000 or such greater amount which is an integral multiple of $1,000,000.

3.6.   Manner of Rate Selection .  The Company shall notify the Agent by 11:00 a.m. (Kansas City time) at least three (3) Business Days prior to the date upon which it requests that any LIBOR Portion be created or continued or that any part of a ABR Portion be converted into a LIBOR Portion (such notice to specify in each instance the amount thereof and the Interest Period selected therefor) and the Agent shall promptly advise each Bank of each such notice.  If any request

is made to convert a LIBOR Portion into an ABR Portion, such conversion shall only be made so as to become effective as of the last day of the Interest Period applicable thereto.  All requests for the creation, continuance or conversion of Portions under this Agreement shall be irrevocable.  Such requests may be written or oral and the Agent is hereby authorized to honor telephonic requests for creations, continuances and conversions received by it from any person purporting to be a person authorized to act on behalf of the Company hereunder, the Company hereby indemnifying the Agent and the Banks from any liability or loss ensuing from so acting.

3.7.   Lawful Rate .  All agreements between the Company, the Agent and each of the Banks, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no event whatsoever, whether by reason of demand or acceleration of the maturity of any of the indebtedness hereunder or otherwise, shall the amount contracted for, charged, received, reserved, paid or agreed to be paid to the Agent or each Bank for the use, forbearance, or detention of the funds advanced hereunder or otherwise, or for the performance or payment of any covenant or obligation contained in any Loan Document, exceed the highest lawful rate permissible under applicable law (the “Highest Lawful Rate”), it being the intent of the Company, the Agent and each of the Banks in the execution hereof and of the Loan Documents to contract in strict accordance with any applicable usury laws, if any.  If, as a result of any circumstances whatsoever, performance by the Company of any provision hereof or of any of such documents, at the time performance of such provision shall be due, shall involve exceeding the limits of applicable usury laws or result in the Agent or any Bank having or being deemed to have contracted for, charged, reserved or received interest (or amounts deemed to be interest) in excess of the maximum, lawful rate or amount of interest allowed by applicable law to be so contracted for, charged, reserved or received by the Agent or such Bank, then the obligation to be performed by the Company shall be reduced to the legal limit of such performance, and if, from any such circumstance, the Agent or such Bank shall ever receive interest or anything of value which might be deemed interest under applicable law which would exceed the Highest Lawful Rate, such amount which would be unlawful interest shall be refunded to the Company or, if permitted by applicable law and such unlawful interest does not exceed the unpaid principal balance of the Notes and the amounts owing on other obligations of the Company to the Agent or any Bank under any Loan Document such unlawful interest may be applied to the reduction of the principal amount owing on the Notes or the amounts owing on other obligations of the Company to the Agent or any Bank under any Loan Document.  All interest paid or agreed to be paid to the Agent or any Bank shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period of the indebtedness hereunder until payment in full of the principal of the indebtedness hereunder (including the period of any renewal or extension thereof) so that the interest on account of the indebtedness hereunder for such full period shall not exceed the highest amount permitted by applicable law.  This Section 3.7 shall control all agreements between the Company, the Agent and the Banks.

3.8.   Schedule B.   The Company shall be responsible to promptly give written notice to the Agent of any change in its Moody’s Rating or its Standard & Poors’ Rating for purposes of the Agent determining the Applicable Margins pursuant to the Pricing Schedule set forth in Exhibit B attached hereto (the “Pricing Schedule”).

SECTION 4.   Fees, Prepayments, Terminations and Application of Payments.

4.1.   Facility Fee .  For the period from the Effective Date to and including the Credit Termination Date, or such earlier date on which the Revolving Credit is terminated in whole pursuant to Section 4.6 or any other provision hereof, the Company shall pay to the Agent for the account of the Banks, a facility fee with respect to the Revolving Credit at the rate per annum as determined from time to time under the Pricing Schedule set forth in Exhibit B attached hereto, multiplied by the aggregate amount of all of the Revolving Credit Commitments (calculated in each case after giving effect to any reductions thereof as specified in Section 4.6 hereof and as if no Loans are outstanding hereunder).  Such fee shall be payable in arrears on the last day of each July,

October, January and April, and on the Credit Termination Date, unless the Revolving Credit is terminated in whole on an earlier date, in which event the fees for the period from the date of the last payment made pursuant to this Section 4.1 through the effective date of such termination in whole shall be paid on the date of such earlier termination in whole.

4.2.   Utilization Fee .  For the period from the Effective Date to and including the Credit Termination Date, or such earlier date on which the Revolving Credit is terminated in whole pursuant to Section 4.6 or any other provision hereof, the Company shall pay to the Agent for the account of the Banks a utilization fee with respect to the Revolving Credit at the rate per annum as determined from time to time under the Pricing Schedule set forth in Exhibit B attached hereto, multiplied by the aggregate amount of all of the Revolving Credit Commitments (calculated after giving effect to any reductions thereof as specified in Section 4.6 hereof and as if no Loans are outstanding hereunder) on any date on which the outstanding Loans for all the Banks are greater than thirty-three percent (33%) of the total Commitments.  Such fee shall be payable in arrears on the last day of each July, October, January and April, and on the Credit Termination Date, unless the Revolving Credit is terminated in whole on an earlier date, in which event the fees for the period from the date of the last payment made pursuant to this Section 4.2 through the effective date of such termination in whole shall be paid on the date of such earlier termination in whole.

4.3.   Upfront Fees.   On the Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders in accordance with their Revolving Credit Percentages, an upfront fee in the aggregate amount of all Revolving Credit Commitments multiplied by one and one-quarter  percent (1.25%).

4.4.   Agent’s Fee .  The Company shall pay to and for the sole account of the Agent such fees as the Company and the Agent may agree upon in writing from time to time.  Such fees shall be in addition to any fees and charges the Agent may be entitled to receive hereunder or under the other Loan Documents.

4.5.   Prepayments .

(a)   Optional Prepayments of ABR Portions .  The Company shall have the privilege of prepaying without premium or penalty and in whole or in part (but if in part, then in a minimum principal amount of $1,000,000) the ABR Portion of any Loan at any time upon prior telecopy or telephonic notice from the Company to the Agent on or before 11:00 a.m. (Kansas City time) on the Business Day immediately preceding such prepayment.

(b)   Optional Prepayments of LIBOR Portions .  The Company may prepay any LIBOR Portion, upon written or telephonic notice (which telephonic notice shall be promptly confirmed in writing by facsimile communication, telex or telegraph) by no later than 11:00 a.m. (Kansas City time) on the third Business Day immediately preceding the date of such prepayment from the Company to the Agent, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon and any compensation required by Section 9.4 hereof, if applicable; provided, however , that any such prepayment in part shall be in a principal amount of no less than $5,000,000 or such greater amount which is an integral multiple of $1,000,000.

(c)   Mandatory Prepayments of Excess Borrowings .  If the outstanding principal amount of all Revolving Credit Loans shall ever exceed the aggregate amount of all Revolving Credit Commitments in effect from time to time for any reason, the Company shall immediately prepay the Revolving Credit Loans in such amount as shall be necessary to eliminate such excess.

4.6.   Revolving Credit Reductions .  The Company shall have the right at any time upon ten (10) Business Days’ prior notice to the Agent, which shall promptly give notice to the Banks, to reduce the Revolving Credit in whole or in part (but if in part, in a minimum principal amount of $5,000,000 or such greater amount which is an integral multiple of $5,000,000); provided, however , that the Company may not reduce any portion of the Revolving Credit which represents outstanding Revolving Credit Loans.  Each such reduction in part shall automatically terminate each Bank’s Revolving Credit Commitment by an amount equal to its Revolving Credit Commitment Percentage of the amount of the reduction.

4.7.   Place and Application of Payments .  All payments by the Company hereunder shall be made to the Agent at its office at 1010 Grand Boulevard, Kansas City, Missouri 64106 and in immediately available funds, prior to 2:00 p.m. (Kansas City time) on the date of such payment.  Subject to Section 11.18 of this Agreement, all such payments shall be made without setoff or counterclaim and without reduction for, and free from, any and all present and future levies, imposts, duties, fees, charges, deductions withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof.  Any payments received after 2:00 p.m. (Kansas City time) shall be deemed received upon the following Business Day.  The Agent shall remit to each Bank its proportionate share of each payment of principal, interest and fees, owed to it, received by the Agent by 2:00 p.m. (Kansas City time) on the same day of its receipt and its proportionate share of each such payment received by the Agent after 2:00 p.m. (Kansas City time) on the Business Day following its receipt by the Agent.  In the event the Agent does not remit any amount to any Bank when required by the preceding sentence, the Agent shall pay to such Bank interest on such amount until paid at a rate per annum equal to the Federal Funds Effective Rate.   Should the Company be late in making any required payment hereunder, the Company hereby authorizes the Agent to automatically debit any of its accounts with UMB for any principal, interest and fees when due under the Notes or this Agreement and to transfer the amount so debited from such account to the Agent for application as herein provided.  The Agent shall notify the Company by telephonic notice confirmed in writing of any such debit.

4.8.   Capital Adequacy .  If, after the Closing Date, any Bank or the Agent shall have determined in good faith that the adoption after such date of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable capital rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such bank’s capital, or on the capital of any corporation controlling such Bank, in each case as a consequence of its obligations hereunder, to a level below that which such Bank would have achieved but for such adoption, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within thirty (30) days after demand by such Bank (with a copy to the Agent), the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.

SECTION 5.   Conditions Precedent.

The obligation of the Banks to make any Revolving Credit Loan pursuant hereto shall be subject to the following conditions precedent set forth in Section 5.1 and 5.2 below:

5.1.   Initial Extension of Revolving Credit .  On or before March 11, 2009:

(a)   the Company shall have delivered to the Agent for the benefit of the Banks in sufficient counterparts for distribution to the Banks duly executed originals of the following:

(i)   the Revolving Credit Notes;

(ii)   good standing certificates for the Company and each Subsidiary issued by its state of organization, issued not more than thirty (30) days before the date of this Agreement;

(iii)   copies of the Articles or Certificate of Incorporation, and all amendments thereto, of the Company and each Subsidiary, certified by the Secretary of State of its state of incorporation to the extent any of such documents have not previously been provided to the Agent;

(iv)   copies of the By-Laws, and all amendments thereto, of the Company and each Subsidiary, certified as true, correct and complete on March 11, 2009, by the Secretary or Assistant Secretary of the Company or such Subsidiary, as the case may be to the extent any of such documents have not previously been provided to the Agent;

(v)   copies, certified as true, correct and complete by the Secretary or Assistant Secretary of the Company of resolutions regarding the transactions contemplated by this Agreement, duly adopted by the Board of Directors of the Company and reasonably satisfactory in form and substance to the Agent; and

(vi)   an incumbency and signature certificate for the Company satisfactory in form and substance to the Agent.

(b)   Prior to the initial Loan hereunder, the Agent shall have received the favorable written opinion of Anderson & Byrd, LLP, Kansas counsel to the Company, substantially in the form of Exhibit D-1 attached hereto and the favorable written opinion of Spencer, Scott & Dwyer, P.C., Missouri counsel to the Company, substantially in the form of Exhibit D-2 attached hereto.

(c)   The Agent, the Syndication Agent, the Documentation Agent and each of the other Banks shall have received all up-front fees due and payable to each of them at closing in connection with the execution and delivery of this Agreement and the transactions contemplated hereby.

5.2.   Each Extension of Revolving Credit Under a Revolving Credit Note .  As of the time of the making of each Revolving Credit Loan hereunder (including the initial Loan):

(a)   no Event of Default shall have occurred and be continuing;

(b)   with respect to any requested Revolving Credit Loan, after giving effect thereto the aggregate principal amount of all outstanding Revolving Credit Loans shall not exceed the aggregate Revolving Credit Commitments; and

(c)   the request by the Company for any Revolving Credit Loan pursuant hereto shall be and constitute a warranty to the effect set forth in (a) and (b), above and that the Compliance Certificate most recently delivered to the Banks is materially correct.

SECTION 6.   Representations and Warranties.

As of the Closing Date, and upon delivery of each Quarterly Compliance Certificate, the Company represents and warrants to the Agent and the Banks as to itself and, where the following representations and warranties apply to Subsidiaries, as to each of its Subsidiaries, as follows:

6.1.   Organization and Qualification .  The Company is a corporation duly organized and existing and in good standing under the laws of the State of Kansas, has full and adequate corporate power to carry on its business as now conducted, and is duly licensed or qualified in all jurisdictions wherein the nature of its activities requires such licensing or qualification and in which the failure to be so licensed or qualified would have a material adverse effect upon the business, operations or financial condition of the Company and its Subsidiaries taken as a whole, a “Material Adverse Effect.”

6.2.   Subsidiaries .  Each Subsidiary is duly organized and existing under the laws of the jurisdiction of its organization, has full and adequate corporate power to carry on its business as now conducted and is duly licensed or qualified in all jurisdictions wherein the nature of its business requires such licensing or qualification and the failure to be so licensed or qualified would have a Material Adverse Effect.  The only Subsidiaries of the Company as of the Closing Date are listed on Exhibit C hereto.

6.3.   Financial Reports .  The Company has heretofore delivered to the Banks a copy of the Audit Report as of December 31, 2008 of the Company and its Subsidiaries (the “Audit Report”).  The financial statements contained in such Audit Report have been prepared in accordance with GAAP on a basis consistent, except as otherwise noted therein, with that of the previous fiscal year and fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of the date thereof, and the results of its operations for the period covered thereby.  As of December 31, 2008, the Company and its Subsidiaries had no material contingent liabilities other than as indicated on said financial statements (including the notes thereto).

6.4.   No Material Adverse Change .  Since December 31, 2008, there has been no material adverse change in the business, operations or financial condition of the Company and its Subsidiaries taken as a whole that has not been disclosed in writing to the Banks.

6.5.   Litigation; Tax Returns; Approvals .  There is no litigation nor governmental proceeding pending, nor to the knowledge of the Company threatened, against the Company or any Subsidiary which could reasonably be expected to result in a Material Adverse Effect.  All federal and state income tax returns and all other material tax returns for the Company required to be filed have been filed on a timely basis and all amounts required to be paid as shown by said returns have been paid, except such amounts, if any, as are being contested in good faith and by appropriate proceedings.  There are no pending or, to the best of the Company’s knowledge, threatened objections to or controversies in respect of the income tax returns of the Company for any fiscal year which could reasonably be expected to have a Material Adverse Effect.  Except as have already been obtained, no authorization, consent, license, exemption or filing or registration with any court or governmental department, agency or instrumentality, is necessary for the valid execution, delivery or performance by the Company of the Loan Documents.

6.6.   Regulation U .  Neither the Company nor any Subsidiary is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) and no part of the proceeds of any Loan made hereunder will be used to purchase or carry any margin stock or to extend credit to others for such a purpose.

6.7.   No Default .  As of the Closing Date, the Company is materially in compliance with all of the terms and conditions of this Agreement, and no Event of Default exists under this Agreement.

6.8.   ERISA .  With respect to each of the Plans, the Company and its Subsidiaries are in compliance with ERISA to the extent applicable to them, other than such noncompliance that would not reasonably be expected to result in a Material Adverse Effect and have received no notice to the contrary from the PBGC or any other governmental entity agency.

6.9.   Full Disclosure .  The written statements and information furnished to the Agent and the Banks in connection with the negotiation of this Agreement and the other Loan Documents and the commitments by the Banks to provide the financing contemplated hereby do not contain any untrue statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not misleading, the Agent and the Banks acknowledging that as to any projections furnished to the Agent and the Banks, the Company only represents that the same were prepared on the basis of information and estimates the Company believed to be reasonable.

6.10.   Corporate Authority and Validity of Obligations .  The Company has full corporate power and authority to enter into this Agreement and the other Loan Documents, to make the Borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents.  The Loan Documents delivered by the Company have been duly authorized, executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and general principles of equity.  This Agreement and the other Loan Documents do not, nor does the performance or observance by the Company of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under (i) any provision of law or any judgment, injunction, order or decree binding upon the Company or any provision of the charter, articles of incorporation or by-laws of the Company or (ii) any material covenant, indenture or agreement of or affecting the Company or any of its Properties, except in the case of this clause (ii) for any such contravention or default which could not be reasonably expected to result in a Material Adverse Effect or (b) result in the creation or imposition of any lien, security interest or other encumbrance on any Property of the Company.

6.11.   No Default Under Other Agreements .  Neither the Company nor any Subsidiary is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed or other agreement to which it is a party or by which it or its Property is bound, which default might adversely affect the repayment of the Indebtedness, obligations and liabilities under the Loan Documents, or any Bank’s or the Agent’s rights under the Loan Documents or which could reasonably be expected to have a Material Adverse Effect.

6.12.   Status Under Certain Laws .  Neither the Company nor any of its Subsidiaries is an “investment company” or a person directly or indirectly controlled by or acting on behalf of an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

6.13.   Compliance with Laws .  The Company and its Subsidiaries each are in compliance with the requirements of all federal, state and local laws, rules and regulations applicable to or pertaining to their Properties or business operations, including, without limitation, the Occupational Safety and Health Act of 1970, the Americans with Disabilities Act of 1990, and Environmental Laws, non-compliance with which could reasonably be expected to have a Material Adverse Effect.  Neither the Company nor any Subsidiary has received notice to the effect that its operations are not in compliance with any of the requirements of applicable federal, state or local Environmental Laws, health and safety statutes and regulations or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to have a Material Adverse Effect.

6.14.   Ownership of Property .  The Company and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses except for such defects in title or interests as could not, individually or in the aggregate, have a Material Adverse Effect.

6.15.   Solvency .  The Company and each of its Subsidiaries existing as of the date of this Agreement:  (a) own, on a consolidated basis, assets, the fair saleable value of which are (i) greater than the total amount of their liabilities (including contingent liabilities) and (ii) greater than the amount that will be required to pay their liabilities when they become due; (b) have, on a consolidated basis, capital that is not unreasonably small in relation to their respective business as presently conducted or after giving effect to any contemplated transaction; and (c) do not intend to incur and do not believe that they will incur debts beyond their ability to pay such debts as they become due.

6.16.   Pari Passu .  All Loans of the Company incurred under or pursuant to this Agreement shall rank pari passu with all other senior unsecured Indebtedness of the Company.

SECTION 7.   Covenants.

It is understood and agreed that so long as any of the Revolving Credit is in use or available under this Agreement or any amount remains unpaid on any Note except to the extent compliance in any case or cases is waived in writing by the Required Banks the Company will be in material compliance with all of the following:

7.1.   Maintenance of Property .  The Company will, and will cause each Subsidiary to, keep and maintain all of its Properties necessary or useful in its business in good condition, and make all necessary renewals, replacements, additions and improvements thereto, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

7.2.   Taxes .  The Company will, and will cause each Subsidiary to, duly pay and discharge all material taxes, rates, assessments, fees and governmental charges upon or against the Company or any Subsidiary or against its Properties in each case before the same becomes delinquent and before penalties accrue thereon unless and to the extent that the same is being contested in good faith and by appropriate proceedings.

7.3.   Maintenance of Insurance .  The Company will, and will cause each Subsidiary to, maintain insurance with insurers recognized as financially sound and reputable by prudent business persons in such forms and amounts and against such risks as is usually carried by companies engaged in similar business and owning similar Properties in the same general areas in which the Company or such Subsidiary operates.  The Company shall provide the Agent with copies of all insurance policies maintained by it upon the Agent’s request.

7.4.   Financial Reports .  The Company will, and will cause each Subsidiary to, maintain a system of accounting in accordance with sound accounting practice and will furnish promptly, and in any event within thirty (30) days after the receipt of a request, to each of the Banks and their duly authorized representatives such information respecting the business and financial condition of the Company and its Subsidiaries as may be reasonably requested by the Agent or any Bank and, without any request, will furnish to each Bank:

(a)   as soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter other than the fourth fiscal quarter of the Company commencing with the fiscal quarter ending March 31, 2009, a copy of the unaudited consolidated balance sheets, income statements and cash flow statements for the Company and its Subsidiaries for such quarterly period and the fiscal year to date and for the corresponding periods of the

preceding fiscal year, all in reasonable detail, prepared by the Company (it being understood that delivery to the Agent of the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission shall meet the requirements of this Section 7.4(a)) and certified by the chief financial officer of the Company;

(b)   as soon as available, and in any event within ninety (90) days after the close of each fiscal year of the Company, a copy of the audit report (including an unqualified opinion of the Company’s auditors) for such year and accompanying financial statements, including consolidated balance sheets, statements of stockholder equity, statements of income and statements of cash flow for the Company and its Subsidiaries showing in comparative form the figures for the previous fiscal year of the Company and its Subsidiaries, all in reasonable detail, prepared and certified by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing selected by the Company and reasonably satisfactory to the Required Banks (it being understood