Common use of Corporate Reorganization Clause in Contracts

Corporate Reorganization. (a) If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period there is: (i) a reclassification of the Common Shares outstanding, a change of Common Shares into other shares or securities, or any other capital reorganization of the Company except as described in Subsections 6.3, 6.4(a), 6.4(b) or 6.5; (ii) a consolidation, merger or amalgamation of the Company with or into another body corporate resulting in a reclassification of outstanding Common Shares or a change of Common Shares into other shares or securities; or (iii) a transaction whereby all or substantially all the Company's undertaking and assets become the property of another corporation (any of those events being a "Corporate Reorganization"), a holder who thereafter exercises Warrants will, subject to compliance with all applicable securities legislation and policies, be entitled to receive and will accept, for the Subscription Price then in effect, in lieu of the Warrant Shares (and any other securities to which Warrantholders are then entitled on the exercise of Warrants) to which he would otherwise have been entitled on exercise immediately prior to the Corporate Reorganization, the kind and amount of shares or other securities or property (including cash) that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of the number of Warrant Shares (and any other securities to which Warrantholders are then entitled on the exercise of Warrants) to which he would have been entitled on the exercise of the Warrant or Warrants immediately prior to the Corporate Reorganization. (b) As a condition precedent to taking any action that would require an adjustment pursuant to Subsection 6.7(a), the Company will take all action that, in the opinion of counsel, is necessary in order that the Company, any successor or any successor to its assets and undertaking, will be obligated to and may validly and legally issue as fully paid and non-assessable all the Warrant Shares or other shares or securities or property to which Warrantholders will be entitled on the exercise of Warrants thereafter. (c) If necessary as a result of any Corporate Reorganization, appropriate adjustments will be made in the application of the provisions set forth in this Subsection 6 with respect to the rights and interests of Warrantholders to the end that the provisions set forth in this Subsection 6 will thereafter correspondingly be made applicable as nearly as may reasonably be possible to any shares or other securities or property thereafter deliverable on the exercise of a Warrant. Any such adjustment will be subject to compliance with all applicable securities legislation and policies and will be made by and set forth in an amendment hereto approved by the directors and by the Trustee and will for all purposes be conclusively deemed to be an appropriate adjustment.

Corporate Reorganization. (a) If and whenever at Without limiting any time from the date of this Indenture to the expiry of the Warrant Exercise Period there is: (i) a reclassification of the Common Shares outstandingother provisions hereof, a change of Common Shares into other shares or securitiesif any Corporate Reorganization shall be effected, or any other capital reorganization of then the Company except as described in Subsections 6.3, 6.4(a), 6.4(b) or 6.5; (ii) a consolidation, merger or amalgamation of shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Company with or into another body corporate resulting in a reclassification of outstanding Common Shares or a change of Common Shares into other shares or securities; or (iii) a transaction whereby all or substantially all Holder shall thereafter continue to have the Company's undertaking right to purchase and assets become receive upon the property of another corporation (any of those events being a "Corporate Reorganization"), a holder who thereafter exercises Warrants will, subject to compliance with all applicable securities legislation basis and policies, be entitled to receive upon the terms and will accept, for the Subscription Price then in effect, conditions herein specified and in lieu of the Warrant Shares (and any other securities to which Warrantholders are then entitled on the issuable upon exercise of Warrants) to which he would otherwise have been entitled on exercise immediately prior to this Warrant, shares of stock in the Corporate Reorganizationsurviving or acquiring entity (“Acquirer”), as the kind and amount of shares or other securities or property (including cash) case may be, such that he would have been entitled to receive as a result the aggregate value of the Corporate Reorganization if, on the effective date thereof, he had been the holder of the Holder’s warrants to purchase such number of Warrant Shares (and any other securities shares, where the value of each new warrant to which Warrantholders are then entitled on the exercise of Warrants) to which he would have been entitled on the exercise of the Warrant or Warrants immediately prior to the Corporate Reorganization. (b) As a condition precedent to taking any action that would require an adjustment pursuant to Subsection 6.7(a), the Company will take all action that, purchase one share in the opinion of counsel, Acquirer is necessary determined in order that accordance with the Company, any successor or any successor to its assets and undertaking, will be obligated to and may validly and legally issue as fully paid and nonBlack-assessable all the Warrant Shares or other shares or securities or property to which Warrantholders will be entitled on the exercise of Warrants thereafter. (c) If necessary as a result of any Corporate Reorganization, appropriate adjustments will be made in the application of the provisions Scholes Option Pricing formula set forth in Appendix A hereto, is equivalent to the aggregate value of this Subsection 6 Warrant, where the value of this Warrant to purchase one share in the Company is determined in accordance with the Black-Scholes Option Pricing formula set forth Appendix B hereto. Furthermore, the new warrants to purchase shares in the Acquirer referred to herein shall have the same expiration date as this Warrant, and shall have an exercise price that is calculated in accordance with Appendix A hereto. For the avoidance of doubt, if the surviving or acquiring entity, as the case may be, is a member of a consolidated group for financial reporting purposes, the “Acquirer” shall be deemed to be the parent of such consolidated group for purposes of this Section 5.1 and Appendix A hereto. Moreover, appropriate provision shall be made with respect to the rights and interests of Warrantholders the Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock thereafter deliverable upon the exercise thereof. In any such case, the successor corporation resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume by written instrument, reasonably deemed by the Board of Directors of the Company and the Investor Majority to be satisfactory in form and substance, the obligation to deliver to the holder of the Warrants such shares of stock, as, in accordance with the foregoing provisions, such holder may be entitled to purchase, and the other obligations under the Warrants. The provisions of this Section 5.1 shall similarly apply to successive Corporate Reorganizations. If the Company, in spite of using its best efforts, is unable to cause the Warrants to continue in full force and effect until the Expiration Date in connection with any Corporate Reorganization, then the Company shall pay the Holder an amount per Warrant to purchase one share in the Company that is calculated in accordance with the Black-Scholes Option Pricing formula set forth in this Subsection 6 will thereafter correspondingly Appendix B hereto. Such payment shall be made applicable as nearly as may reasonably in cash in the event that the Corporate Reorganization results in the stockholders of the Company receiving cash from the Acquirer at the closing of the transaction, and shall be possible made in shares of the Company (with the value of each share in the Company is determined according to any Appendix B hereto) in the event that the Corporate Reorganization results in the stockholders of the Company receiving shares in the Acquirer or other securities or property thereafter deliverable on entity at the exercise closing of a Warrantthe transaction (with the Holder then participating in the Corporate Reorganization and receiving for such Company shares the consideration per share specified in such transaction). Any In the event that the stockholders of the Company receive both cash and shares at the closing of the transaction, such adjustment will payment to the Holder shall be subject to compliance with all applicable securities legislation and policies and will also be made by in both cash and set forth shares in an amendment hereto approved the same proportion as the consideration received by the directors stockholders. For the avoidance of doubt, any term or provision of this Section 5.1 may be revised or waived in connection with a Corporate Reorganization with the written agreement of the Company and by the Trustee and will for all purposes be conclusively deemed to be an appropriate adjustmentInvestor Majority.

Corporate Reorganization. (a) If and whenever at Without any time from representation or warranty that the date of this Indenture to following transaction will be consummated, the expiry Company has informed the holders of the Warrant Exercise Period there isNotes that it is planning the following transaction (the “Corporate Reorganization”) which Corporate Reorganization will consist of the following steps: (i) formation of a reclassification of the Common Shares outstandingnew subsidiary, a change of Common Shares into other shares or securities, or any other capital reorganization of the Otter Tail Holding Company except as described in Subsections 6.3, 6.4(a(“New OTC”), 6.4(b) or 6.5which will be a Minnesota corporation; (ii) formation by New OTC of a consolidationnew subsidiary, Otter Tail Merger Sub Inc. (“Merger Sub”), which will be a Minnesota corporation; (iii) transfer by the Company to New OTC by way of assignment or contribution to capital of all Non- Power Company Assets; (iv) assumption by New OTC of all liabilities and obligations of the Company except (A) those under this Agreement and the Notes issued hereunder, (B) those under the agreements listed on Schedule 24 under the caption “Senior Indebtedness Agreements and Notes to be Retained as Obligations of the Regulated Subsidiary following the Corporate Reorganization” and the Notes described on such Schedule 24 under such caption, and (C) all liabilities and obligations that pertain to the Company’s electric generation and transmission business and do not pertain to the operation of the Company as a holding company (such liabilities and obligations other than those described in (A), (B) and (C) hereof are called the “OTC-Assumed Liabilities”); (v) release of the Company from the OTC-Assumed Liabilities listed on Schedule 24 under the caption “Release of OTC-Assumed Liabilities” by each holder thereof; (vi) merger or amalgamation of the Company with or into another body corporate resulting Merger Sub (the “Merger”) pursuant to a Plan of Merger (the “Plan of Merger”) by and among the Company, New OTC and Merger Sub, where (A) the surviving corporation in the Merger will (I) be the Company, (II) have the name Otter Tail Power Company and (III) be a reclassification direct, wholly-owned subsidiary of outstanding Common Shares or a New OTC and (B) the current shareholders of the Company will become shareholders of New OTC; (vii) change of Common Shares into other shares or securitiesthe name of New OTC to Otter Tail Corporation; orand (iiiviii) a transaction whereby all or substantially all the Company's undertaking Company (now named Otter Tail Power Company and assets become sometimes referred to herein as the property of another corporation “Regulated Subsidiary”) will remain obligated under this Agreement and the Notes issued hereunder. (any of those events being a "b) If the Company elects to effect the Corporate Reorganization")Reorganization as provided in Section 24(a) above, a holder who thereafter exercises Warrants will, subject to compliance with all applicable securities legislation and policies, be entitled to receive and will accept, for such Corporate Reorganization shall not require the Subscription Price then in effect, in lieu consent of the Warrant Shares (holders of the Notes. Upon the effectiveness of such Corporate Reorganization and any other securities by virtue of the Merger, Otter Tail Power Company shall be the obligor with respect to which Warrantholders are then entitled on the exercise obligations of Warrants) to which he would otherwise have been entitled on exercise immediately prior to the Company under this Agreement and the Notes. The holders of the Notes acknowledge that upon the effectiveness of the Corporate Reorganization, Otter Tail Corporation (New OTC) shall have no liabilities, responsibilities or obligations with respect to this Agreement and the kind Notes. In addition, as of such time (i) the reference on the cover page of this Agreement to the Company shall be amended to read as follows: “Otter Tail Power Company,” (ii) the reference to “Otter Tail Corporation” in the first paragraph of this Agreement shall be replaced with the words “Otter Tail Power Company” and (iii) the address of the Company appearing on the first page of this Agreement shall be amended to read as follows: “Otter Tail Power Company, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000.” (c) Upon the effectiveness of such Corporate Reorganization, the Regulated Subsidiary will, promptly upon the surrender by each holder of a Series A, Series B, Series C or Series D Note originally issued by Otter Tail Corporation, deliver to such holder a replacement Note or Notes (in each case, a “Replacement Note”) that equals the outstanding principal amount of shares such holder’s surrendered Series A, Series B, Series C or Series D Note or Notes, that reflects Otter Tail Power Company as the issuer thereof, and that includes, for each Series, a Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) with respect to such Series reflecting Otter Tail Power Company as the issuer, in exchange for such holder’s Note or Notes originally issued by Otter Tail Corporation, and each such Replacement Note or Replacement Notes shall in all other securities ways be substantially the same in form and substance as the Series A, Series B, Series C and Series D Notes originally issued by Otter Tail Corporation. (d) In connection with the Corporate Reorganization, on or property before the effective date thereof (the “Effective Date”), each of the following terms (the “Reorganization Terms”) shall be satisfied: (i) The Regulated Subsidiary shall have delivered to each holder of a Note an Officer’s Certificate confirming that the Corporate Reorganization has been consummated in accordance with the terms and conditions of Section 24(a), confirming the name change of the Company to Otter Tail Power Company, confirming that the Company, under such new name, remains obligated under this Agreement and the Notes issued hereunder, and that this Agreement and the Notes issued hereunder remain in full force and effect, enforceable against the Company in accordance with their respective terms, and confirming that no Default or Event of Default under this Agreement shall have occurred and be continuing as of the Effective Date. (ii) Each holder of a Note shall have received an opinion or opinions of counsel from Xxxxxx & Xxxxxxx LLP or the General Counsel of the Company to the effect that as of the Effective Date: (A) the execution and delivery by the Regulated Subsidiary of the Replacement Notes to be issued in exchange for such holders’ existing Notes, and the performance by the Regulated Subsidiary of its obligations under the Plan of Merger, the Notes (including cashany Replacement Notes) and this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Regulated Subsidiary and the Plan of Merger, this Agreement and the Notes issued hereunder are (and any Replacement Notes issued pursuant to Section 24(c) of this Agreement will, upon such issuance, be) legal, valid and binding obligations of the Regulated Subsidiary enforceable against the Regulated Subsidiary in accordance with their terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyances and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, (B) that he the execution and delivery by the Regulated Subsidiary of the Replacement Notes and the performance by the Regulated Subsidiary of its obligations under the Plan of Merger, this Agreement and the Notes (including any Replacement Notes) will not contravene any provision of the Regulated Subsidiary’s articles of incorporation, bylaws or similar governing documents, any law or regulation applicable to the Regulated Subsidiary or any agreement, mortgage or instrument known to such counsel to which the Regulated Subsidiary is a party, except for any such contravention which would have been entitled to receive not, individually or in the aggregate, result in a Material Adverse Effect, (C) the holders of the Notes (including any Replacement Notes received in exchange for such Notes) will not recognize gain or loss for United States federal income tax purposes as a result of the Corporate Reorganization if(and if the holders would recognize gain, in lieu of such opinion, such holders will receive an indemnity agreement from the Regulated Subsidiary with respect to such gains), it being understood that such opinion or opinions of counsel may be subject to such assumptions, exceptions and qualifications as are customary, and (D) upon the filing of articles of merger with the Secretary of State of the State of Minnesota, and on the date and time specified therein, the Merger will be effective date thereof, he had been in accordance with the holder terms and provisions of such articles of merger and the laws of the number State of Warrant Shares Minnesota. (and any other securities iii) The Regulated Subsidiary will have obtained senior unsecured debt ratings from the Designated Ratings Agencies that are equal to or greater than the ratings which Warrantholders are then entitled on were assigned to the exercise of Warrants) to which he would have been entitled on the exercise of the Warrant or Warrants Company immediately prior to the Effective Date of the Corporate Reorganization; (iv) The Regulated Subsidiary shall have provided to the holders of the Notes (A) a schedule listing all partnerships and joint ventures in which the Regulated Subsidiary is a partner (limited or general) or joint venturer, (B) copies of (1) the agreement and articles of merger entered and filed in connection with the Merger, (2) any amendment to the articles of incorporation and bylaws of the Regulated Subsidiary filed or made in connection with the Corporate Reorganization, including an amendment reflecting the change in the Company’s name to Otter Tail Power Company, (3) certified copies of the articles of incorporation and bylaws of New OTC, and (4) a certificate of Good Standing for the Company and New OTC in the jurisdictions of their incorporation, certified by the appropriate governmental officials; and (C) a balance sheet of the Company giving effect to the Corporate Reorganization, prepared in accordance with GAAP, and projections and budgets for the Company following the Corporate Reorganization, prepared in good faith by the Company; (v) there shall be no actions, suits or proceedings pending or, to the knowledge of the Regulated Subsidiary, threatened against or affecting the Regulated Subsidiary or any property of the Regulated Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (vi) the Regulated Subsidiary shall not be in default under any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (vii) the Regulated Subsidiary shall own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect; (viii) the Regulated Subsidiary shall have delivered to the Noteholders an Officer’s Certificate, dated as of the Effective Date, to the effects set forth in clauses (v), (vi) and (vii) above and to the effect that the schedule of partnerships and joint ventures described in clause (iv) above set forth, as of the date of such Officer’s Certificate, the information that would be required by Section 7.4 of the Agreement if the representations and warranties in such Section were being made as of such date; and (ix) The Company or the Regulated Subsidiary shall pay all of the fees, charges and disbursements of the special counsel referred to in Section 4.4 and arising out of the transactions contemplated by this Section 24. In the event the Company completes a Corporate Reorganization but fails to satisfy any of the Reorganization Terms that are not waived in accordance with Section 19.1 of this Agreement, the Company will give written notice of such fact (the “Failed Reorganization Notice”) to the Holders of the Notes not more than five (5) days after any such failure. The Failed Reorganization Notice shall (i) refer to this Section 24 and the right of the Holders of the Notes to require the Company to prepay their Notes on the terms and conditions provided for herein as a result of the Company’s failure to satisfy any of the Reorganization Terms, and (ii) contain an offer by the Company to prepay all of the outstanding Notes in full together with unpaid accrued interest to the date of prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. Each holder of the Notes shall have the right to accept such offer and require prepayment of the Notes held by such holder in full by written notice (the “Failed Reorganization Prepayment Notice”) to the Company given within sixty (60) days following receipt of the Failed Reorganization Notice. On the prepayment date designated in such holder’s Failed Reorganization Prepayment Notice (which shall not be less than fifteen (15) days nor more than thirty (30) days after the date such Failed Reorganization Prepayment Notice is delivered to the Company), the Company shall prepay all Notes held by such holder at 100% of the principal amount of such Notes, together with unpaid accrued interest thereon to the date of prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. Failure to respond by a holder of the Notes shall constitute a rejection of such offer by such holder. 1.5. Exhibit 24(g) to the Note Purchase Agreement and each reference thereto are hereby deleted in their entirety. 1.6. Schedule B is hereby amended as follows: (a) The definitions of the terms “Assignment Date,” “Assignment Terms,” “Company Guaranty,” “Failed Assignment Notice,” “Failed Assignment Prepayment Notice,” “Note Assumption and Exchange Agreement,” “Priority Debt” and “Regulated Subsidiary Notes” are hereby deleted. (b) As a condition precedent to taking any action that would require an adjustment pursuant to Subsection 6.7(a), the Company will take all action that, in the opinion of counsel, is necessary in order that the Company, any successor or any successor to its assets and undertaking, will be obligated to and may validly and legally issue as fully paid and non-assessable all the Warrant Shares or other shares or securities or property to which Warrantholders will be entitled on the exercise of Warrants thereafter. (c) If necessary as a result of any Corporate Reorganization, appropriate adjustments will be made in the application The definitions of the provisions set forth in this Subsection 6 with respect terms “Company,” “GAAP” and “Priority Debt” are hereby amended to the rights and interests of Warrantholders to the end that the provisions set forth in this Subsection 6 will thereafter correspondingly be made applicable read as nearly as may reasonably be possible to any shares or other securities or property thereafter deliverable on the exercise of a Warrant. Any such adjustment will be subject to compliance with all applicable securities legislation and policies and will be made by and set forth in an amendment hereto approved by the directors and by the Trustee and will for all purposes be conclusively deemed to be an appropriate adjustment.follows:

Corporate Reorganization. (a) If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period there is: (i) a reclassification of the Common Shares outstanding, a change of Common Shares into other shares or securities, or any other capital reorganization of the Company except as described in Subsections 6.3, 6.4(a), 6.4(b) or 6.5; (ii) a consolidation, merger or amalgamation of the Company with or into another body corporate resulting in a reclassification of outstanding Common Shares or a change of Common Shares into other shares or securities; or (iii) a transaction whereby all or substantially all the Company's ’s undertaking and assets become the property of another corporation (any of those events being a "“Corporate Reorganization"”), a holder who thereafter exercises Warrants will, subject to compliance with all applicable securities legislation and policies, be entitled to receive and will accept, for the Subscription Price then in effect, in lieu of the Warrant Shares (and any other securities to which Warrantholders are then entitled on the exercise of Warrants) to which he would otherwise have been entitled on exercise immediately prior to the Corporate Reorganization, the kind and amount of shares or other securities or property (including cash) that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of the number of Warrant Shares (and any other securities to which Warrantholders are then entitled on the exercise of Warrants) to which he would have been entitled on the exercise of the Warrant or Warrants immediately prior to the Corporate Reorganization. (b) As a condition precedent to taking any action that would require an adjustment pursuant to Subsection 6.7(a), the Company will take all action that, in the opinion of counsel, is necessary in order that the Company, any successor or any successor to its assets and undertaking, will be obligated to and may validly and legally issue as fully paid and non-assessable all the Warrant Shares or other shares or securities or property to which Warrantholders will be entitled on the exercise of Warrants thereafter. (c) If necessary as a result of any Corporate Reorganization, appropriate adjustments will be made in the application of the provisions set forth in this Subsection 6 with respect to the rights and interests of Warrantholders to the end that the provisions set forth in this Subsection 6 will thereafter correspondingly be made applicable as nearly as may reasonably be possible to any shares or other securities or property thereafter deliverable on the exercise of a Warrant. Any such adjustment will be subject to compliance with all applicable securities legislation and policies and will be made by and set forth in an amendment hereto approved by the directors and by the Trustee and will for all purposes be conclusively deemed to be an appropriate adjustment.

Corporate Reorganization. (a) If and whenever at any time from the date of this Indenture to the expiry of the Warrant Exercise Period there is: (i) a reclassification of the Common Shares outstanding, a change of Common Shares into other shares or securities, or any other capital reorganization of the Company except as described in Subsections 6.3, 6.3 and 6.5 or Paragraphs 6.4(a) and 6.4(b), 6.4(b) or 6.5; (ii) a consolidation, merger or amalgamation of the Company with or into another body corporate resulting in a reclassification of outstanding Common Shares or a change of Common Shares into other shares or securities; or (iii) a transaction whereby all or substantially all the Company's ’s undertaking and assets become the property of another corporation (any of those events being a "“Corporate Reorganization"”), a holder who thereafter exercises Warrants will, subject to compliance with all applicable securities legislation and policies, be entitled to receive and will accept, for the Subscription Price then in effect, in lieu of the Warrant Shares (and any other securities to which Warrantholders are then entitled on the exercise of Warrants) to which he would otherwise have been entitled on exercise immediately prior to the Corporate Reorganization, the kind and amount of shares or other securities or property (including cash) that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of the number of Warrant Shares (and any other securities to which Warrantholders are then entitled on the exercise of Warrants) to which he would have been entitled on the exercise of the Warrant or Warrants immediately prior to the Corporate Reorganization. (b) As a condition precedent to taking any action that would require an adjustment pursuant to Subsection Paragraph 6.7(a), the Company will take all action that, in the opinion of counsel, is necessary in order that the Company, any successor or any successor to its assets and undertaking, will be obligated to and may validly and legally issue as fully paid and non-assessable all the Warrant Shares or other shares or securities or property to which Warrantholders will be entitled on the exercise of Warrants thereafter. (c) If necessary as a result of any Corporate Reorganization, appropriate adjustments will be made in the application of the provisions set forth in this Subsection 6 with respect to the rights and interests of Warrantholders to the end that the provisions set forth in this Subsection Section 6 will thereafter correspondingly be made applicable as nearly as may reasonably be possible to any shares or other securities or property thereafter deliverable on the exercise of a Warrant. Any such adjustment will be subject to compliance with all applicable securities legislation and policies and will be made by and set forth in an amendment hereto approved by the directors and by the Trustee and will for all purposes be conclusively deemed to be an appropriate adjustment.

Corporate Reorganization. (a) If and whenever at Without any time from representation or warranty that the date of this Indenture to following transaction will be consummated, the expiry Company has informed the Noteholders that it is planning the following transaction (the “Corporate Reorganization”), which Corporate Reorganization will consist of the Warrant Exercise Period there isfollowing steps: (i) formation of a reclassification of the Common Shares outstandingnew Subsidiary, a change of Common Shares into other shares or securities, or any other capital reorganization of the Otter Tail Holding Company except as described in Subsections 6.3, 6.4(a(“New OTC”), 6.4(b) or 6.5which will be a Minnesota corporation; (ii) formation by New OTC of a consolidationnew Subsidiary, Otter Tail Merger Sub Inc. (“Merger Sub”), which will be a Minnesota corporation; (iii) transfer by the Company to New OTC by way of assignment or contribution to capital of all Non- Power Company Assets; (iv) assumption by New OTC of all liabilities and obligations of the Company except (A) those under this Agreement and the Notes issued hereunder, (B) those under the agreements listed on Schedule 22.8 under the caption “Senior Indebtedness Agreements and Notes to be Retained as Obligations of the Regulated Subsidiary Following the Corporate Reorganization” and the Indebtedness described on such Schedule 22.8 under such caption, and (C) all liabilities and obligations that pertain to the Company’s electric generation, transmission, distribution and sale business and do not pertain to the operation of the Company as a holding company (such liabilities and obligations other than those described in (A), (B) and (C) hereof are called the “OTC-Assumed Liabilities”); (v) release of the Company from the OTC-Assumed Liabilities listed on Schedule 22.8 under the caption “Release of OTC-Assumed Liabilities” by each holder thereof; (vi) merger or amalgamation of the Company with or into another body corporate resulting Merger Sub (the “Merger”) pursuant to a Plan of Merger (the “Plan of Merger”) by and among the Company, New OTC and Merger Sub, whereby (A) the surviving corporation in the Merger will be the Company, will have the name Otter Tail Power Company and will be a reclassification direct, wholly-owned subsidiary of outstanding Common Shares or a New OTC and (B) the current shareholders of the Company will become shareholders of New OTC; (vii) change of Common Shares into other shares or securitiesthe name of New OTC to Otter Tail Corporation; orand (iiiviii) a transaction whereby all or substantially all the Company's undertaking Company (which will then be named Otter Tail Power Company and assets become sometimes referred to herein as the property “Regulated Subsidiary”) will remain obligated under this Agreement and the Notes issued hereunder. (b) If the Company elects to effect the Corporate Reorganization as provided in Section 22.8(a) above, such Corporate Reorganization shall not require the consent of another corporation (any the holders of those events being a "the Notes. Upon the effectiveness of such Corporate Reorganization and by virtue of the Merger, Otter Tail Power Company shall be the obligor with respect to the obligations of the Company under this Agreement and the Notes. The Noteholders acknowledge that upon effectiveness of the Corporate Reorganization"), a holder who thereafter exercises Warrants willOtter Tail Corporation (New OTC) shall have no liabilities, subject responsibilities or obligations with respect to compliance with all applicable securities legislation this Agreement and policiesthe Notes, and the Subsidiary Guarantors shall be entitled to receive and will acceptreleased from their obligations under the Guaranty Agreement. In addition, for as of such time the Subscription Price then in effect, in lieu address of the Warrant Shares (and any other securities to which Warrantholders are then entitled Company appearing on the exercise first page of Warrantsthis Agreement shall be amended to read as follows: “000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000.” (c) to which he would otherwise have been entitled on exercise immediately prior to Upon the effectiveness of the Corporate Reorganization, the kind and Regulated Subsidiary will, prior to or contemporaneously with the surrender by each Noteholder of any Note or Notes held by it that were originally issued by Otter Tail Corporation, deliver to such Noteholder a replacement Note or Notes (in each case, a “Replacement Note”) that equals the aggregate outstanding principal amount of shares such Noteholder’s Note or Notes and that reflects Otter Tail Power Company as the issuer thereof. Each such Replacement Note or Replacement Notes shall be substantially in the form of Exhibit 1. (d) In connection with the Corporate Reorganization, on or before the effective date thereof (the “Effective Date”), each of the following terms (the “Reorganization Terms”) shall be satisfied by not later than September 30, 2009: (i) the Regulated Subsidiary shall have delivered to each holder of a Note an Officer’s Certificate confirming that the Corporate Reorganization has been consummated in accordance with the terms and conditions of Section 22.8(a), confirming the name change of the Company to Otter Tail Power Company, that the Company, under such new name, remains obligated under this Agreement and the Notes issued hereunder, and that this Agreement and the Notes issued hereunder remain in full force and effect, enforceable against the Company in accordance with their respective terms; (ii) no Default or Event of Default under this Agreement shall have occurred and be continuing immediately before or immediately after the Effective Date and each holder of a Note shall have received an Officer’s Certificate of the Regulated Subsidiary to such effect; (iii) each holder of a Note shall have received (A) an opinion or opinions of counsel from Xxxxxx & Xxxxxxx LLP, counsel to the Company, as to the matters set forth in clauses (A)(1)(b)(iii), (A)(2), (A)(3), (B) and (C) below (it being understood and agreed that such opinion or opinions shall address the laws of the State of Minnesota, the laws of the State of New York and federal law but shall not address utility regulatory matters), and (B) an opinion of the General Counsel of the Company as to the matters set forth in clauses (A)(1)(a), (A)(1)(b)(i), (ii), (iv) and (v), and (A)(2) below (it being understood and agreed that such opinion shall address the laws of the State of North Dakota as well as the laws of such state, the laws of the State of Minnesota, the laws of the State of South Dakota and federal law relating to utility regulatory matters), to the effect that as of the Effective Date: (A)(1) the execution and delivery by the Regulated Subsidiary of the Replacement Notes to be issued in exchange for the existing Notes, and the performance by the Regulated Subsidiary of its obligations under the Plan of Merger, the Notes (including any Replacement Notes) and this Agreement (a) have been duly authorized by all requisite corporate action on the part of the Regulated Subsidiary, (b) will not, (i) violate any provision of the Regulated Subsidiary’s articles of incorporation, bylaws or similar governing documents, (ii) violate any utility regulatory law or regulation applicable to the Regulated Subsidiary, (iii) violate any other law or regulation applicable to the Regulated Subsidiary, (iv) violate any order of any court or any order of any other Governmental Authority binding upon it, except that such counsel need not express any opinion regarding any federal securities laws or the securities or “Blue Sky” laws of any state, or (v) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any material indenture, agreement or other instrument known to such counsel to which the Regulated Subsidiary is a party or by which it is bound; (2) no prior approval or consent on the part of any Governmental Authority is required to be obtained or made by the Regulated Subsidiary in connection with the execution and delivery by it of the Replacement Notes to be issued in exchange for the existing Notes, and the performance by the Regulated Subsidiary of its obligations under the Plan of Merger, the Notes (including any Replacement Notes) and this Agreement, except such as have been obtained or made; provided that such counsel need not express any opinion regarding any federal securities laws or the securities or property “Blue Sky” laws of any state; and (3) the Plan of Merger, this Agreement and the Notes issued hereunder are (and any Replacement Notes issued pursuant to Section 22.8(c) of this Agreement will, upon such issuance, be) legal, valid and binding obligations of the Regulated Subsidiary enforceable against the Regulated Subsidiary in accordance with their respective terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyances and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (B) upon the filing of articles of merger with the Secretary of State of the State of Minnesota, and on the date and time specified therein, the Merger will be effective in accordance with the terms and provisions of such articles of merger and the laws of the State of Minnesota; and (C) the holders of the Notes (including cashany Replacement Notes issued in exchange for such Notes) that he would have been entitled to receive will not recognize gain or loss for United States federal income tax purposes as a result of the Corporate Reorganization if(and if the holders would recognize gain, on in lieu of such opinion, such holders will receive an indemnity agreement, in form, scope and substance to such holders, from the effective date thereofRegulated Subsidiary with respect to such gains); it being understood that such opinions of counsel may be subject to such assumptions, he had been exceptions and qualifications as are customary; (iv) the holder Regulated Subsidiary will have obtained senior unsecured debt ratings from the Designated Ratings Agencies that are at least BBB- in the case of S&P and Baa1 in the case of Xxxxx’x; (v) the Regulated Subsidiary shall have provided to the holders of the number Notes (A) a revised version of Warrant Shares Schedule 5.4 and a schedule listing all partnerships and joint ventures in which the Regulated Subsidiary or any Subsidiary thereof is a partner (limited or general) or joint venturer; (B) copies of (1) the agreement and articles of merger entered and filed in connection with the Merger, (2) any other securities amendment to which Warrantholders are then entitled on the exercise articles of Warrants) to which he would have been entitled on the exercise incorporation and bylaws of the Warrant Regulated Subsidiary filed or Warrants immediately prior to made in connection with the Corporate Reorganization., including an amendment reflecting the change in the Company’s name to Otter Tail Power Company, (3) certified copies of the articles of incorporation and bylaws of New OTC, and (4) a certificate of good standing for the Company and New OTC in the jurisdictions of their incorporation, certified by the appropriate governmental officials; and (C) a forecast (consisting of balance sheets, income statements and statements of cash flows) for the Company following the Corporate Reorganization and covering the period through December 31, 2010, prepared in good faith by the Company; (bvi) As there shall be no actions, suits or proceedings pending or, to the knowledge of the Regulated Subsidiary, threatened against or affecting the Regulated Subsidiary or any Subsidiary thereof or any property of the Regulated Subsidiary or any Subsidiary thereof in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a condition precedent Material Adverse Effect; (vii) neither the Regulated Subsidiary nor any Subsidiary thereof shall be in default under any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to taking any action have a Material Adverse Effect; (viii) the Regulated Subsidiary and its Subsidiaries shall own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect; (ix) the Regulated Subsidiary shall have delivered to the Noteholders an Officer’s Certificate, dated as of the Effective Date, to the effects set forth in clauses (vi), (vii) and (viii) above and to the effect that Schedule 5.4 and the schedule of partnerships and joint ventures described in clause (v) above set forth, as of the date of such Officer’s Certificate, the information that would be required by Section 5.4 of the Agreement if the representations and warranties in such Section were being made as of such date; and (x) the Company or the Regulated Subsidiary shall have paid all of the fees, charges and disbursements of the Noteholders’ special counsel arising out of the transactions contemplated by this Section 22.8. In the event the Company completes a Corporate Reorganization but fails to satisfy any of the Reorganization Terms that are not waived by the Required Holders in writing, the Company will give written notice of such fact (the “Failed Reorganization Notice”) to the Noteholders not more than five days after any such failure. The Failed Reorganization Notice shall (i) refer to this Section 22.8 and the right of the Noteholders to require the Company to prepay their Notes on the terms and conditions provided for herein as a result of the Company’s failure to satisfy any of the Reorganization Terms, and (ii) contain an adjustment pursuant offer by the Company to Subsection 6.7(aprepay all of the outstanding Notes in full together with unpaid accrued interest to the date of prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. Each Noteholder shall have the right to accept such offer and require prepayment in full of the Notes held by such Noteholder by written notice (the “Failed Reorganization Prepayment Notice”) to the Company given within 60 days following receipt of the Failed Reorganization Notice. On the prepayment date designated in such Noteholder’s Failed Reorganization Prepayment Notice (which shall not be less than 15 days nor more than 30 days after the date such Failed Reorganization Prepayment Notice is delivered to the Company), the Company will take shall prepay all action thatNotes held by such Noteholder at 100% of the principal amount of such Notes, in together with unpaid accrued interest thereon to the opinion date of counsel, prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. Failure to respond by a Noteholder of the Notes shall constitute an acceptance of such offer by such Noteholder.” Section 1.9. Schedule B is necessary in order that the Company, any successor or any successor to its assets and undertaking, will be obligated to and may validly and legally issue hereby amended as fully paid and non-assessable all the Warrant Shares or other shares or securities or property to which Warrantholders will be entitled on the exercise of Warrants thereafter.follows: (ca) If necessary as a result The definition of any Corporate Reorganization, appropriate adjustments will be made in the application of the provisions “Bank Credit Agreement” set forth in this Subsection 6 with respect Schedule B to the rights and interests of Warrantholders Note Purchase Agreement is hereby amended in its entirety to the end that the provisions set forth in this Subsection 6 will thereafter correspondingly be made applicable read as nearly as may reasonably be possible to any shares or other securities or property thereafter deliverable on the exercise of a Warrant. Any such adjustment will be subject to compliance with all applicable securities legislation and policies and will be made by and set forth in an amendment hereto approved by the directors and by the Trustee and will for all purposes be conclusively deemed to be an appropriate adjustment.follows:

Corporate Reorganization. (a) If and whenever at Without limiting any time from the date of this Indenture to the expiry of the Warrant Exercise Period there is: (i) a reclassification of the Common Shares outstandingother provisions hereof, a change of Common Shares into other shares or securitiesif any Corporate Reorganization shall be effected, or any other capital reorganization of then the Company except as described in Subsections 6.3, 6.4(a), 6.4(b) or 6.5; (ii) a consolidation, merger or amalgamation of the Company with or into another body corporate resulting in a reclassification of outstanding Common Shares or a change of Common Shares into other shares or securities; or (iii) a transaction shall ensure that lawful and adequate provision shall be made whereby all or substantially all the Company's undertaking and assets become the property of another corporation (any of those events being a "Corporate Reorganization"), a holder who thereafter exercises Warrants will, subject to compliance with all applicable securities legislation and policies, each Warrant Holder shall be entitled to receive and will acceptreceive, for upon exercise of this Warrant, the Subscription Price then in effect, in lieu number of the Warrant Shares (and any shares of capital stock or other securities to which Warrantholders are then entitled on the exercise of Warrantsor property (collectively, “Reference Property”) to which he that such Warrant Holders would otherwise have been entitled on exercise received in connection with such Corporate Reorganization if such Warrant Holders had exercised this Warrant immediately prior to the Corporate Reorganization. In any such case, the kind and amount of shares or other securities or property appropriate adjustment (including cash) that he would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, he had been the holder of the number of Warrant Shares (and any other securities to which Warrantholders are then entitled on the exercise of Warrants) to which he would have been entitled on the exercise of the Warrant or Warrants immediately prior to the Corporate Reorganization. (b) As a condition precedent to taking any action that would require an adjustment pursuant to Subsection 6.7(a), the Company will take all action that, determined in the opinion of counsel, is necessary in order that good faith by the Company, any successor or any successor to its assets and undertaking, will be obligated to and may validly and legally issue as fully paid and non-assessable all the Warrant Shares or other shares or securities or property to which Warrantholders will be entitled on the exercise ’s Board of Warrants thereafter. (cDirectors) If necessary as a result of any Corporate Reorganization, appropriate adjustments will shall be made in the application of the provisions set forth in of this Subsection 6 Warrant with respect to the rights and interests of Warrantholders the Warrant Holders after the Corporate Reorganization to the end that the provisions set forth in of this Subsection 6 will Warrant (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 5 shall thereafter correspondingly be made applicable applicable, as nearly as may reasonably be possible possible, to the purchase rights under this Warrant in relation to any shares or other securities or property Reference Property thereafter deliverable on the acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Corporate Reorganization, upon the closing thereof, the Company shall ensure that the successor or surviving entity shall assume the obligations of this Warrant; provided that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of the outstanding Shares in such Corporate Reorganization consists solely of cash and/or readily marketable securities. In connection with a Corporate Reorganization and upon Warrant Holder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrant Holder would have received if Warrant Holder had chosen to exercise its right to have Shares issued pursuant to Section 2(a)(ii) without actually exercising such right, acquiring such Shares and exchanging such Shares for such consideration. If the successor or surviving entity in a Corporate Reorganization shall refuse to assume the obligations of the Company pursuant to this Warrant. Any , the Company shall give the Warrant Holder written notice at least five (5) Business Days prior to the closing of the Corporate Reorganization of such adjustment will be subject fact and the Warrant Holder shall have the option to compliance either exercise this Warrant in connection with all applicable securities legislation and policies and will be made by and set forth the Corporate Reorganization or put this Warrant to the Company for a per share amount in an amendment hereto approved cash payable by the directors Company to the Warrant Holder upon the closing of such Corporate Reorganization equal to the difference between the Appraised Value and by the Trustee and will for all purposes be conclusively deemed to be an appropriate adjustmentExercise Price.