Section 1.       Defined Terms.

1(a)    As used in this Agreement, the following terms shall have the meanings indicated:

“ Collateral ”:  As defined in Section 2.

“ Event of Default ”:  As defined in Section 11.

“ Lien ”:  Any security interest, mortgage, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device (including the interest of the lessors under capitalized leases), in, of or on any assets or properties of the Person referred to.

“ Obligations ”:  (a) All indebtedness, liabilities and obligations of the Loan Parties to the Secured Party and the Lenders of every kind, nature or description under the Amended and Restated Credit Agreement, including the Loan Parties’ obligation on any promissory note or notes issued under the Amended and Restated Credit Agreement and any note or notes hereafter issued in substitution or replacement thereof, and (b) all liabilities of the Pledgor under this Agreement, in all of the foregoing cases whether due or to become due, and whether now existing or hereafter arising or incurred.

“ Person ”:  Any individual, corporation, partnership, limited partnership, limited liability company, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in an individual, fiduciary or other capacity.

“ Pledged Shares ”:  As defined in Recital B above.

“ Security Interest ”:  As defined in Section 2.

1(b)         Terms Defined in Uniform Commercial Code .  All other terms used in this Agreement that are not specifically defined herein or the definitions of which are not incorporated herein by reference shall have the meaning assigned to such terms in Article 9 of the Uniform Commercial Code as adopted in the State of Minnesota as it may be amended, revised, supplemented or modified from time to time, to the extent such other terms are defined therein.

1(c)         Singular/Plural, Etc .  Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, and “or” has the inclusive meaning represented by the phrase “and/or.”  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”   The words “hereof,” “herein,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  References to Sections are references to Sections in this Amended and Restated Pledge Agreement unless otherwise provided.

2

Section 2.          Pledge .  As security for the payment and performance of all of the Obligations, the Pledgor hereby pledges and grants to the Secured Party, for the ratable benefit of the Secured Party and the Lenders, a security interest (the “ Security Interest ”) in the following, including any securities account containing a securities entitlement with respect to the following (the “ Collateral ”):

2(a)      The Pledged Shares and the certificates representing the Pledged Shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares.

2(b)      All additional equity interests of any issuer of the Pledged Shares from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

2(c)      All proceeds of any and all of the foregoing  (including proceeds that constitute property of types described above).

Section 3.          Delivery of Collateral .  All certificates and instruments representing or evidencing the Pledged Shares which have not been previously delivered to the Secured Party shall be delivered to the Secured Party contemporaneously with the execution of this Agreement.  All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof.  All such certificates and instruments shall be held by or on behalf of the Secured Party pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party.  With respect to all Pledged Shares consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance satisfactory to the Secured Party covering such Pledged Shares, or (b) cause such Pledged Shares to be transferred to the name of the Secured Party.  The Secured Party shall have the right at any time, whether before or after an Event of Default, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the ratable benefit of the Secured Party and the Lenders (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations.  If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgement that it hold the Collateral for the benefit of the Secured Party.

Section 4.          Certain Warranties and Covenants .  The Pledgor makes the following warranties and covenants:

4(a)      The Pledgor has title to the Pledged Shares and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest and Liens permitted by the Amended and Restated Credit Agreement.

4(b)      The Pledgor has full corporate power and authority to execute this Pledge Agreement, to perform the Pledgor’s obligations hereunder and to subject the Collateral to the Security Interest created hereby

3

4(c)      No financing statement covering all or any part of the Collateral is on file in any public office (except for any financing statements filed by the Secured Party).

4(d)      The Pledged Shares have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable.  The certificates representing the Pledged Shares are genuine.  The Pledged Shares are not subject to any offset or similar right or claim of the issuers thereof.

4(e)      The Pledged Shares constitute the percentage of the issued and outstanding shares of stock of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated).

4(f)       The Pledgor’s federal tax identification number and organizational identification number are set forth on the signature page of this Agreement.

Section 5.          Further Assurances . The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Secured Party may reasonably request, in order to perfect and protect the Security Interest or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral (but any failure to request or assure that the Pledgor execute and deliver such instruments or documents or to take such action shall not affect or impair the validity, sufficiency or enforceability of this Agreement and the Security Interest, regardless of whether any such item was or was not executed and delivered or action taken in a similar context or on a prior occasion).

Section 6.          Voting Rights; Dividends; Etc.

6(a)      Subject to paragraph (d) of this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if such action could reasonably be expected to have a material adverse effect on the value of the Collateral or any material part thereof as such (which shall not be deemed, for purposes of this Section 6, to include actions which effect or may effect the underlying value of the respective issuer thereof,  such as actions to approve a merger, statutory exchange or asset disposition not prohibited by the Credit Agreement and actions to elect directors).

6(b)      Subject to paragraph (e) of this Section 6, the Pledgor shall be entitled to receive, retain, and use in any manner not prohibited by the Credit Agreement any and all dividends paid in respect of the Collateral.

6(c)      The Secured Party shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that  it is entitled to exercise pursuant to Section 6(a) hereof and to receive the dividends that it is authorized to receive and retain pursuant to Section 6(b) hereof.

6(d)      Upon the occurrence and during the continuance of any Event of Default, the Secured Party shall have the right in its sole discretion, and the Pledgor shall execute and

4

deliver all such proxies and other instruments as may be necessary or appropriate to give effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 6(a) hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral (and the Pledgor shall have no obligation to execute or deliver any proxies or other instruments) unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof.

6(e)      Upon the occurrence and during the continuance of any Event of Default, without notice from the Secured Party:

(i)            all rights of the Pledgor to receive the dividends that it would otherwise be authorized to receive and retain pursuant to Section 6 (b) hereof shall cease, and all such rights shall thereupon become vested in the Secured Party, for the ratable benefit of the Secured Party and the Lenders, who shall thereupon have the sole right to receive and hold such dividends as Collateral, and

(ii)           all payments of dividends that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6 (e) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Secured Party as Collateral in the same form as so received (with any necessary indorsement).

Section 7.          Transfers and Other Liens; Additional Share