Exhibit 4.3
Execution Copy
OTTER TAIL CORPORATION
FIRST AMENDMENT
Dated as of December 14, 2007
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
$42,000,000 6.37% Senior Unsecured Notes, Series C, due
2027
$50,000,000 6.47% Senior Unsecured Notes, Series A, due
2037
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
This First Amendment dated as of
December 14, 2007 (the or this “First
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 First Amendment
(collectively, the “Noteholders”).
RECITALS:
A. The Company and each of the
Noteholders have heretofore entered into that certain Note Purchase
Agreement dated as of August 20, 2007 (the “ Note
Purchase Agreement”) between the Company and each of the
Noteholders listed on Schedule A thereto. The Company has
heretofore issued (a) $33,000,000 aggregate principal amount of
5.95% Senior Unsecured Notes, Series A, due 2017 (the
“Series A Notes ”); (b) $30,000,000
aggregate principal amount of 6.15% Senior Unsecured Notes, Series
B, due 2022 (the “Series B Notes ”); (c)
$42,000,000 aggregate principal amount of 6.37% Senior Unsecured
Notes, Series C, due 2027 (the “Series C
Notes ”); and (d) $50,000,000 aggregate principal amount
of 6.47% Senior Unsecured Notes, Series D, due 2037 (the
“Series D Notes” and together with the
Series A Notes, the Series B Notes and the Series C
Notes, collectively, the “ Notes ”) pursuant to
the Note Purchase Agreement.
B. The Company and the
Noteholders now desire to amend the Note Purchase Agreement in the
respects, but only in the respects, hereinafter set forth.
C. Capitalized terms used herein
shall have the respective meanings ascribed thereto in the Note
Purchase Agreement unless herein defined or the context shall
otherwise require.
D. All requirements of law have
been fully complied with and all other acts and things necessary to
make this First Amendment a valid, legal and binding instrument
according to its terms for the purposes herein expressed have been
done or performed.
NOW, THEREFORE, upon the full
and complete satisfaction of the conditions precedent to the
effectiveness of this First Amendment set forth in Section 3.1
hereof, and in consideration of good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the
Company and the Noteholders do hereby agree as follows:
SECTION 1. AMENDMENTS.
1.1. Section 12.2 of the Note
Purchase Agreement shall be and is hereby amended in its entirety
to read as follows:
Interest and
Dividend Coverage Ratio. The Company will not permit the
Interest and Dividend Coverage Ratio to be less than 1.5 to 1.0
determined as of the end of the most recently ended period of four
consecutive fiscal quarters of the Company.
1.2. Section 12.9 of the Note
Purchase Agreement shall be and is hereby amended in its entirety,
effective as of August 20, 2007, to read as follows:
“Subsidiary Guarantees. The Company will not permit
any Subsidiary to either (a) endorse, guarantee, contingently
agree to purchase or to provide funds for the payment of, or
otherwise become contingently liable upon, any obligation of any
other Person, except by the endorsement
of negotiable
instruments for deposit or collection (or similar transactions) in
the ordinary course of business, or (b) agree to maintain the
net worth or working capital of, or provide funds to satisfy any
other financial test applicable to, any other Person, except (in
the case of (a) or (b) above) for (x) guaranties by
one or more Subsidiaries of the Company or Varistar of obligations
of the Company or Varistar in respect of Indebtedness identified in
Schedule 7.15 hereto, (y) guaranties by one or more
Subsidiaries of the Company or Varistar of obligations of the
Company in respect of Indebtedness of the Company pursuant to that
certain Note Purchase Agreement, dated as of February 23,
2007, between the Company and Cascade Investment L.L.C., and
(z) guaranties by any Subsidiaries of Varistar in respect of
indebtedness incurred by Varistar under a credit facility with U.S.
Bank National Association entered into after the date hereof, if
any (a “Varistar Credit Facility”),
