0000950123-09-019618 Sample Contracts

Otter Tail Corporation Amendment No. 2 Dated as of June 30, 2009 to Note Purchase Agreement Dated as of February 23, 2007 Re: $50,000,000 Senior Note due November 30, 2017
Note Purchase Agreement • July 1st, 2009 • Otter Tail Corp • Electric services • New York

This Amendment dated as of June 30, 2009 (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”).

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OTTER TAIL CORPORATION THIRD AMENDMENT Dated as of June 26, 2009 to NOTE PURCHASE AGREEMENT Dated as of August 20, 2007 $33,000,000 5.95% Senior Unsecured Notes, Series A, due 2017 $30,000,000 6.15% Senior Unsecured Notes, Series B, due 2022...
Note Purchase Agreement • July 1st, 2009 • Otter Tail Corp • Electric services • New York

This Third Amendment dated as of June 26, 2009 (the or this “Third Amendment”) to the Note Purchase Agreement dated as of August 20, 2007 is between OTTER TAIL CORPORATION, a Minnesota corporation (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

Otter Tail Corporation Fourth Amendment Dated as of June 30, 2009 to Note Purchase Agreement Dated As Of December 1, 2001 Re: $90,000,000 6.63% Senior Notes Due December 1, 2011
Note Purchase Agreement • July 1st, 2009 • Otter Tail Corp • Electric services • New York

This Fourth Amendment dated as of June 30, 2009 (the or this “Fourth Amendment”) to the Note Purchase Agreement dated as of December 1, 2001 is between and among Otter Tail Corporation, a Minnesota corporation (the “Company”), and each of the institutions which is a signatory to this Fourth Amendment (collectively, the “Noteholders”).

PLAN OF MERGER
Plan of Merger • July 1st, 2009 • Otter Tail Corp • Electric services

This PLAN OF MERGER, dated as of June 30, 2009 (the “Plan”), is entered into by and among Otter Tail Corporation, a Minnesota corporation (“Otter Tail” and after the Effective Time, the “Surviving Corporation”), Otter Tail Holding Company, a Minnesota corporation and the direct subsidiary of Otter Tail (“OT Holding”), and Otter Tail Merger Sub Inc., a Minnesota corporation and indirect subsidiary of Otter Tail and direct subsidiary of OT Holding (“Merger Sub”).

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