Otter Tail Power Company $60,000,000 5.48% Series 2024A Senior Unsecured Notes due April 1, 2034 $60,000,000 5.77% Series 2024B Senior Unsecured Notes due April 1, 2054 Note Purchase Agreement Dated as of March 28, 2024Note Purchase Agreement • April 2nd, 2024 • Otter Tail Corp • Electric services • New York
OTTER TAIL CORPORATIONUnderwriting Agreement • December 4th, 2009 • Otter Tail Corp • Electric services • New York
BANC OF AMERICA SECURITIES LLC J.P. MORGAN SECURITIES INC. As Representatives of the several Underwriters c/o BANC OF AMERICA SECURITIES LLC One Bryant Park New York, NY 10036
DISTRIBUTION AGREEMENTDistribution Agreement • May 11th, 2015 • Otter Tail Corp • Electric services • New York
Otter Tail Corporation, a Minnesota corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or “JPMS”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of Common Stock, $5.00 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $75,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
Otter Tail Corporation Executive Employment Agreement Amended Effective January 1, 2013 Charles MacFarlaneExecutive Employment Agreement • February 27th, 2013 • Otter Tail Corp • Electric services • Minnesota
This Executive Employment Agreement (the “Agreement”) is entered into effective the 1st day of January, 2013, by and between Otter Tail Corporation, a Minnesota corporation (the “Corporation”) and Chuck MacFarlane (a.k.a Charles MacFarlane, “You”, for purposes of this Agreement) which does amend and supersede that certain Employment Agreement dated February 24, 2012. The Corporation agrees to employ You and You agree to be employed under the terms of this Agreement as follows:
ContractSeverance Agreement • November 10th, 2014 • Otter Tail Corp • Electric services
THIS AGREEMENT is made effective the 17th day of December, 2012, between Otter Tail Corporation, a Minnesota corporation, with its corporate offices at 215 South Cascade Street, P.O. Box 496, Fergus Falls, Minnesota 56538-0496 and at 4334 18th Avenue S.W., Fargo, North Dakota 58106-9156 (the “Corporation “) and Paul Knutson (“You”), residing at 1722 South 84th Street, Omaha, Nebraska 68124, and supersedes any prior Change in Control Agreement between the Corporation and You.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT by and between, OTTER TAIL POWER COMPANY, as Borrower, and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent, and KEYBANC CAPITAL MARKETS INC. and...Credit Agreement • November 1st, 2022 • Otter Tail Corp • Electric services • Minnesota
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 31, 2022, is by and between OTTER TAIL POWER COMPANY, a Minnesota corporation (the “Borrower”), the banks or financial institutions listed on the signature pages hereof or which hereafter become parties hereto by means of assignment and assumption as hereinafter described (individually referred to as a “Bank” or collectively as the “Banks”; for the avoidance of doubt, the term “Bank” excludes the Departing Banks, as defined below), BANK OF AMERICA, N.A., as Syndication Agent (the “Syndication Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION and KEYBANC CAPITAL MARKETS INC., as Co-Documentation Agents (the “Co-Documentation Agents”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Banks (in such capacity, the “Agent”) and Sole Book Runner, and U.S. BANK NATIONAL ASSOCIATION, BOFA SECURITIES, INC., WELLS FARGO BANK, NATIONAL ASSOCIATION and KEYBANC CAPITAL MARKETS INC., a
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 15th, 2023 • Otter Tail Corp • Electric services
This Change in Control Severance Agreement (the “Agreement”) is made as of the _____ day of [month], [year], between Otter Tail Corporation, a Minnesota corporation, with its principal offices at 215 South Cascade Street, P.O. Box 496, Fergus Falls, Minnesota 56538‑0496 (the “Corporation “) and [name] (“You”), residing at [address], and supersedes any prior Change in Control Agreement between the Corporation and You.
STANDSTILL AGREEMENTStandstill Agreement • July 1st, 2009 • Otter Tail Corp • Minnesota
AGREEMENT, dated July 1, 2009, by and between Otter Tail Corporation, a Minnesota corporation (the “Company”), and Cascade Investment, L.L.C. (“Cascade”).
OTTER TAIL CORPORATION 2014 STOCK INCENTIVE PLAN 2018 LEGACY PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • May 9th, 2018 • Otter Tail Corp • Electric services
This Performance Award Agreement is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and you, as an employee of the Corporation, effective as of the date of grant (the “Grant Date”) set forth in the attached Performance Award Certificate.
WIND ENERGY PURCHASE AGREEMENTWind Energy Purchase Agreement • September 27th, 2013 • Otter Tail Corp • Electric services • New York
This PURCHASE AND SALE AGREEMENT dated as of [______________], 2022 (“Effective Date”) is made and entered into by and among Ashtabula Wind III, LLC, a Delaware limited liability company (“Seller”) and Otter Tail Power Company, a Minnesota corporation (“Purchaser”) (Purchaser and Seller individually a “Party” and collectively, the “Parties”). Capitalized terms used herein shall have the meanings set forth in Section 1.01.
100,000,000 4.07% Series 2018A Senior Unsecured Notes due February 7, 2048Note Purchase Agreement • November 16th, 2017 • Otter Tail Corp • Electric services • New York
OTTER TAIL CORPORATION FOR DIRECTORSRestricted Stock Award Agreement • April 17th, 2014 • Otter Tail Corp • Electric services • Minnesota
This Restricted Stock Award Agreement is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and the person named in the attached Restricted Stock Award Certificate for Directors who is a Non-employee Director (“Director”) of the Corporation effective as of the date of grant (the “Grant Date”) set forth in the attached Restricted Stock Award Certificate for Directors.
CHANGE IN CONTROL SEVERANCE AGREEMENTSeverance Agreement • February 14th, 2024 • Otter Tail Corp • Electric services
This Change in Control Severance Agreement (the “Agreement”) is made as of the 1st day of January, 2018, between Otter Tail Corporation, a Minnesota corporation, with its principal offices at 215 South Cascade Street, P.O. Box 496, Fergus Falls, Minnesota 56538-0496 (the “Corporation “) and Jennifer O. Smestad (“You”), residing at 17746 County Highway 29, Fergus Falls, MN 56537, and supersedes any prior Change in Control Agreement between the Corporation and You.
OTTER TAIL CORPORATION 2014 STOCK INCENTIVE PLAN 2018 EXECUTIVE PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • May 9th, 2018 • Otter Tail Corp • Electric services
This Performance Award Agreement is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and you, as an employee of the Corporation, effective as of the date of grant (the “Grant Date”) set forth in the attached Performance Award Certificate.
OTTER TAIL CORPORATION FOR EXECUTIVE OFFICERSRestricted Stock Unit Award Agreement • February 11th, 2015 • Otter Tail Corp • Electric services
This Restricted Stock Unit Award Agreement for Executive Officers is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and the person named in the attached Restricted Stock Unit Award Certificate who is an Executive Officer of the Corporation effective as of the date of grant (the “Grant Date”) set forth in the attached Restricted Stock Unit Award Certificate.
TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES AGREEMENT (MERRICOURT WIND PROJECT) Dated as of November 16, 2016 By and between OTTER TAIL POWER COMPANY as Owner and EDF-RE US DEVELOPMENT, LLC as ContractorTurnkey Engineering, Procurement and Construction Services Agreement • May 15th, 2017 • Otter Tail Corp • Electric services • New York
THIS TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES AGREEMENT (this “Agreement”), is made, entered into and effective as of November 16, 2016, (“Effective Date”) by and between OTTER TAIL POWER COMPANY, a Minnesota corporation (“Owner”), and EDF-RE US DEVELOPMENT, LLC, a Delaware limited liability company (“Contractor”) (each of Owner and Contractor individually referred to as a “Party” and together as the “Parties”).
ASSET PURCHASE AGREEMENT by and among EDF RENEWABLE DEVELOPMENT, INC., POWER PARTNERS MIDWEST, LLC, EDF-RE US DEVELOPMENT, LLC, MERRICOURT POWER PARTNERS, LLC as Sellers and OTTER TAIL POWER COMPANY as Buyer dated as of November 16, 2016 Merricourt...Asset Purchase Agreement • May 15th, 2017 • Otter Tail Corp • Electric services • New York
This Asset Purchase Agreement, dated as of November 16, 2016 (this “Agreement”), is made by, between and between EDF Renewable Development, Inc., a Delaware corporation (“EDF-RD”), Power Partners Midwest, LLC, a Delaware limited liability company (“PPM”), EDF-RE US Development, LLC, a Delaware limited liability company (“EDF-USD”), and Merricourt Power Partners, LLC, a Delaware limited liability company (“Merricourt,” collectively, “Sellers”), on the one hand, and Otter Tail Power Company, a Minnesota corporation (“Buyer”), on the other hand.
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 11, 2024 BETWEEN OTTER TAIL POWER COMPANY, as Borrower, the LENDERS, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and KEYBANC...Credit Agreement • December 16th, 2024 • Otter Tail Corp • Electric services • New York
This Fifth Amended and Restated Credit Agreement, dated as of December 11, 2024, is between Otter Tail Power Company, a Minnesota corporation (the “Borrower”), the Lenders, and U.S. Bank National Association, a national banking association, as Administrative Agent.
OTTER TAIL CORPORATIONPerformance Award Agreement • April 17th, 2014 • Otter Tail Corp • Electric services • Minnesota
This Performance Award Agreement is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and you, as an employee of the Corporation, effective as of the date of grant (the “Grant Date”) set forth in the attached Performance Award Certificate.
TERM LOAN AGREEMENT Dated as of February 5, 2016 by and between, OTTER TAIL CORPORATION, as Borrower, and JPMORGAN CHASE BANK, N.A., as Agent as Lead Arranger and Book RunnerTerm Loan Agreement • May 9th, 2016 • Otter Tail Corp • Electric services • Minnesota
THIS TERM LOAN AGREEMENT, dated as of February 5, 2016, is by and between OTTER TAIL CORPORATION, a Minnesota corporation (the “Borrower”), the banks or financial institutions listed on the signature pages hereof or which hereafter become parties hereto by means of assignment and assumption as hereinafter described (individually referred to as a “Bank” or collectively as the “Banks”), and JPMorgan Chase Bank, N.A., as Agent.
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 3rd, 2015 • Otter Tail Corp • Electric services • Minnesota
THIS THIRD AMENDMENT (this "Amendment"), dated as of October 29, 2015, amends and modifies that certain Third Amended and Restated Credit Agreement, dated as of October 29, 2012 (as amended by the First Amendment thereto dated October 29, 2013 and the Second Amendment thereto dated November 3, 2014, the "Credit Agreement"), among Otter Tail Corporation (the "Borrower"), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Agent"), and the Lenders, as defined therein. Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.
OTTER TAIL CORPORATION FOR EXECUTIVE OFFICERSRestricted Stock Award Agreement • April 17th, 2014 • Otter Tail Corp • Electric services • Minnesota
This Restricted Stock Award Agreement for Executive Officers is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and the person named in the attached Restricted Stock Award Certificate who is an Executive Officer of the Corporation effective as of the date of grant (the “Grant Date”) set forth in the attached Restricted Stock Award Certificate.
STOCK PURCHASE AGREEMENT RELATING TO AWI ACQUISITION COMPANY LIMITED AMONG 7820429 CANADA INC. AND IDAHO PACIFIC HOLDINGS, INC. May 5, 2011Stock Purchase Agreement • May 10th, 2011 • Otter Tail Corp • Electric services • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2011, among Idaho-Pacific Holdings Inc., a Delaware corporation (“Seller”) and 7820429 Canada Inc., a Canadian corporation (“Buyer”).
OTTER TAIL CORPORATION FOR DIRECTORSRestricted Stock Award Agreement • February 22nd, 2019 • Otter Tail Corp • Electric services
This Restricted Stock Award Agreement is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and the person named in the attached Restricted Stock Award Certificate for Directors who is a Non-employee Director (“Director”) of the Corporation effective as of the date of grant (the “Grant Date”) set forth in the attached Restricted Stock Award Certificate for Directors.
LIGNITE SALES AGREEMENTLignite Sales Agreement • February 27th, 2013 • Otter Tail Corp • Electric services • North Dakota
THIS LIGNITE SALES AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of October, 2012 (the “Effective Date”), between COYOTE CREEK MINING COMPANY, L.L.C., a Nevada limited liability company (“Seller”), and OTTER TAIL POWER COMPANY, a Minnesota corporation (“Otter Tail”), NORTHERN MUNICIPAL POWER AGENCY, a political subdivision and municipal corporation of the State of Minnesota (“Northern Municipal”), MONTANA-DAKOTA UTILITIES CO., a division of MDU Resources Group, Inc., a Delaware corporation (“Montana-Dakota”), and NORTHWESTERN CORPORATION, a Delaware corporation doing business as NorthWestern Energy (“NorthWestern” and, together with Otter Tail, Northern Municipal and Montana-Dakota, the “Utilities” and collectively, “Buyer”).
Otter Tail Power Company $140,000,000 4.63% Senior Unsecured Notes due December 1, 2021Note Purchase Agreement • August 3rd, 2011 • Otter Tail Corp • Electric services • New York
Otter Tail Power Company, a Minnesota corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 2nd, 2017 • Otter Tail Corp • Electric services • Minnesota
THIS FIFTH AMENDMENT (this “Amendment”), dated as of October 31, 2017, amends and modifies that certain Third Amended and Restated Credit Agreement, dated as of October 29, 2012 (as amended by the First Amendment thereto dated October 29, 2013, the Second Amendment thereto dated November 3, 2014, the Third Amendment thereto dated October 29, 2015 and the Fourth Amendment thereto dated October 31, 2016, the “Credit Agreement”), among Otter Tail Corporation (the “Borrower”), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”), and the Lenders, as defined therein. Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 2nd, 2017 • Otter Tail Corp • Electric services • Minnesota
THIS FIFTH AMENDMENT (this “Amendment”), dated as of October 31, 2017, amends and modifies that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2012 (as amended by the First Amendment thereto dated October 29, 2013, the Second Amendment thereto dated November 3, 2014, the Third Amendment thereto dated October 29, 2015 and the Fourth Amendment thereto dated October 31, 2016, the “Credit Agreement”), among Otter Tail power company (the “Borrower”), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”), and the Lenders, as defined therein. Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.
OTTER TAIL CORPORATION FOR DIRECTORSRestricted Stock Award Agreement • April 15th, 2015 • Otter Tail Corp • Electric services • Minnesota
This Restricted Stock Award Agreement is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and the person named in the attached Restricted Stock Award Certificate for Directors who is a Non-employee Director (“Director”) of the Corporation effective as of the date of grant (the “Grant Date”) set forth in the attached Restricted Stock Award Certificate for Directors.
BIG STONE SOUTH – ELLENDALE PROJECT PROJECT OWNERSHIP AGREEMENT Dated as of June 12, 2015Project Ownership Agreement • August 10th, 2015 • Otter Tail Corp • Electric services • North Dakota
THIS ASSIGNMENT, ASSUMPTION, PARTIAL NOVATION AND JOINDER AGREEMENT (this “Agreement”), dated as of ________________, _____ (the “Assignment Effective Date”), by and among ___________________, a ___________ (“Assignor”), ___________________, a _________________ (“Assignee”) and [insert the name of the then- current other Owner of the Project, excluding the Assignor] (the “Other Owner”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Project Ownership Agreement, dated as of [___________, 20__], by and between Otter Tail Power Company, a corporation organized and existing under the laws of the State of Minnesota, and Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., a Delaware corporation (the “Project Ownership Agreement”).
Otter Tail Corporation Executive Employment Agreement Paul KnutsonExecutive Employment Agreement • November 10th, 2014 • Otter Tail Corp • Electric services • Minnesota
This Executive Employment Agreement (the “Agreement”) is entered into effective December 17, 2012, by and between Otter Tail Corporation, a Minnesota corporation (the “Corporation”) and Paul Knutson (“You”). The Corporation agrees to employ You and You agree to be employed under the terms of this Agreement as follows:
FIRST AMENDMENT TO LIGNITE SALES AGREEMENTLignite Sales Agreement • January 31st, 2014 • Otter Tail Corp • Electric services
THIS FIRST AMENDMENT TO LIGNITE SALES AGREEMENT (“Amendment”) is made and entered into as of the 30th day of January, 2014, among COYOTE CREEK MINING COMPANY, L.L.C., a Nevada limited liability company (“Seller”), and OTTER TAIL POWER COMPANY, a Minnesota corporation (“Otter Tail”), NORTHERN MUNICIPAL POWER AGENCY, a political subdivision and municipal corporation of the State of Minnesota (“Northern Municipal”), MONTANA-DAKOTA UTILITIES CO., a division of MDU Resources Group, Inc., a Delaware corporation (“Montana-Dakota”), and NORTHWESTERN CORPORATION, a Delaware corporation doing business as NorthWestern Energy (“NorthWestern” and, together with Otter Tail, Northern Municipal and Montana-Dakota, the “Utilities” and collectively, “Buyer”).
OTTER TAIL CORPORATION AMENDMENT NO. 5 DATED AS OF DECEMBER 12, 2011 to NOTE PURCHASE AGREEMENT Dated as of February 23, 2007 RE: $50,000,000 SENIOR NOTE due November 30, 2017Note Purchase Agreement • December 13th, 2011 • Otter Tail Corp • Electric services • New York
THIS AMENDMENT NO. 5 dated as of December 12, 2011 (the or this “Amendment”) to the Note Purchase Agreement dated as of February 23, 2007 is between Otter Tail Corporation, a Minnesota corporation (the “Company”), and Cascade Investment, L.L.C. (“Cascade”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 4th, 2014 • Otter Tail Corp • Electric services • Minnesota
THIS SECOND AMENDMENT (this “Amendment”), dated as of November 3, 2014, amends and modifies that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2012 (as amended by the First Amendment thereto dated October 29, 2013, the “Credit Agreement”), among OTTER TAIL POWER COMPANY (the “Borrower”), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”), and the Lenders, as defined therein. Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.
SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 6th, 2018 • Otter Tail Corp • Electric services • Minnesota
THIS SIXTH AMENDMENT (this “Amendment”), dated as of October 31, 2018, amends and modifies that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2012 (as amended by the First Amendment thereto dated October 29, 2013, the Second Amendment thereto dated November 3, 2014, the Third Amendment thereto dated October 29, 2015, the Fourth Amendment thereto dated October 31, 2016 and the Fifth Amendment thereto dated October 31, 2017, the “Credit Agreement”), among Otter Tail power company (the “Borrower”), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”), and the Lenders, as defined therein. Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.
