AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of December 7, 2016 (the “Effective Date”) by and among BLACK HILLS CORPORATION, a South Dakota corporation (the “Borrower”), the financial institutions listed on the signature pages hereto (the “Banks”) and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Second Amended and Restated Credit Agreement, dated as of August 9, 2016 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among the Borrower, the Banks party thereto and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”).

WHEREAS, the Borrower has requested that the Banks and the Administrative Agent agree to make certain modifications to the Credit Agreement; and

WHEREAS, the Borrower, the Banks and the Administrative Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Banks and the Administrative Agent hereby agree as follows.

Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article III below, the Credit Agreement is hereby amended as follows:

1.1    The definitions of “Consolidated Indebtedness” and “Consolidated Net Worth” in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

“Consolidated Indebtedness” means, without duplication, all Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that Consolidated Indebtedness shall exclude (a) Non-Recourse Indebtedness (but including first mortgage bond debt) and (b) the Specified Securities.

“Consolidated Net Worth” means, as of any time the same is to be determined, (a) the total shareholders’ equity (including capital stock, additional paid-in-capital and retained earnings after deducting treasury stock, but excluding (to the extent otherwise included in calculating shareholders’ equity), minority interests in Subsidiaries) which would appear on the consolidated balance sheet of the Borrower determined on a consolidated basis in accordance with GAAP plus (b) the aggregate outstanding amount of the Specified Securities.

1.2    Section 1.1 of the Credit Agreement is hereby amended to insert the following definitions of “First Amendment Effective Date”, “Specified Purchase Contract” and “Specified Securities” alphabetically therein:

“First Amendment Effective Date” means December 7, 2016.

“Specified Purchase Contract” means that certain Purchase Contract and Pledge Agreement, dated as of November 23, 2015, by and among the Borrower and U.S. Bank National Association, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary, as in effect as of the First Amendment Effective Date.

“Specified Securities” means, prior to the Purchase Contract Settlement Date (or, if earlier, the occurrence of any Termination Event, Early Settlement Date or Fundamental Change Early Settlement) (as such terms are defined in the Specified Purchase Contract), the 2015 Series A 3.50% Remarketable Junior Subordinated Notes maturing in 2028, issued pursuant to that certain Junior Subordinated Indenture, dated as of November 23, 2015, by and between the Borrower and U.S. Bank National Association, as trustee, as supplemented by that certain First Supplemental Indenture, dated as of November 23, 2015 by and between the Borrower and U.S. Bank National Association, as trustee.

The Borrower hereby represents and warrants as follows:

2.1    This Amendment and the Amended Credit Agreement constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally.

2.2    As of the date hereof and after giving effect to the terms of this Amendment, (i) the Borrower shall be in full compliance with all of the terms and conditions of the Amended Credit Agreement, and no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties of the Borrower set forth in the Amended Credit Agreement are true and correct in all material respects (unless such representation or warranty is already qualified with respect to materiality, in which case it shall be and remain true and correct in all respects) as of the date hereof, except that if any such representation or warranty relates solely to an earlier date it need only remain true in all material respects (unless such representation or warranty is already qualified with respect to materiality, in which case it shall be and remain true and correct in all respects) as of such date.

This Amendment shall become effective on the Effective Date, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

3.1    The Administrative Agent shall have received:

a.    Counterparts of this Amendment duly executed by the Borrower, the Administrative Agent and the Required Banks; and

b.    Such other documents and information as the Administrative Agent may reasonably request.

3.2    All legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Required Banks.

3.3    There has been no material adverse change in the business, assets, operations, performance or condition, financial or otherwise, of the Borrower and its subsidiaries taken as a whole, since the last day of the most recently audited financial year of the Borrower.

3.4    The Borrower shall have paid (or caused to be paid or reimbursed) (a) to the Administrative Agent for the account of each Lender that shall have delivered a signature page to this Amendment prior to 5:00 p.m., New York City time, on December 7, 2016, an amendment fee of 0.01% of each Bank’s Commitment, together with all other fees and expenses in connection with this Amendment (including, to the extent invoiced, all Costs and Expenses (as defined below)) due and payable on or prior to the Effective Date.

4.1    Expenses. The Borrower agrees to reimburse the Administrative Agent upon demand for all reasonable out-of-pocket expenses paid or incurred by the Administrative Agent, including, without limitation, reasonable fees, charges and disbursements of outside counsel to the Administrative Agent incurred in connection with preparation, negotiation and execution of this Amendment and any other document required to be furnished herewith (collectively, “Costs and Expenses”).

4.2    Counterparts. This Amendment may be executed in any number of counterpart signature pages, and by the different parties on different counterparts, each of which when executed shall be deemed an original but all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart hereof via facsimile or electronic means shall for all purposes be as effective as delivery of an original counterpart.

4.3    Severability of Provisions. Any provision in this Amendment that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Amendment are declared to be severable.

4.4    Governing Law. This Amendment, and the rights and duties of the parties hereto, shall be construed and determined in accordance with the internal laws of the State of New York.

4.5    Successors; Enforceability. The terms and provisions of this Amendment shall be binding upon the Borrower, the Administrative Agent and the Banks and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Administrative Agent and the Banks and the successors and assigns of the Administrative Agent and the Banks.

4.6    Reference to and Effect on the Credit Agreement.

a.Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.

b.Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith (including, without limitation, all of the Loan Documents) shall remain in full force and effect and are hereby ratified and confirmed.

c.The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Banks, nor constitute a waiver of any provision of the Amended Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

4.7    Headings. Section headings used in this Amendment are for reference only and shall not affect the construction of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized representatives as of the day and year first above written.

By:    /s/ Keith Luettel

Name:     Keith Luettel

Title:     Director

By:    /s/ Frank Lambrinos

Name:     Frank Lambrinos

Title:     Authorized Signatory

By:    /s/ John H. Kemper

Name:     John H. Kemper

Title:     Vice President

By:    /s/ Justin Martin

Name:    Justin Martin

By:    /s/ Kevin Utsey

Name:    Kevin Utsey

By:    /s/ Mikhail Faybusovich

Name:     Mikhail Faybusovich

Title:     Authorized Signatory

By:    /s/ Carlos Morales

Name:     Carlos Morales

By:    /s/ Pat Layton

Name:     Pat Layton