RE: $50,000,000 SENIOR NOTE

Exhibit 4.3

Execution Copy

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

Amendment No. 2 to Note Purchase Agreement

      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 ”).

Recitals:

     A. The Company and Cascade have heretofore entered into the Note Purchase Agreement dated as of February 23, 2007, as amended by a letter agreement dated December 14, 2007 (as so amended, the “ Note Purchase Agreement ”). The Company has heretofore issued the $50,000,000 5.778% Senior Note due November 30, 2017 (the “ Note ”) dated December 14, 2007 pursuant to the Note Purchase Agreement.

     B. The Company has announced that it intends to restructure the Company into a holding company with Otter Tail Power Company as a separate, first-tier subsidiary as described in Article I hereto (the “ Permitted Reorganization ”).

     C. The Company has requested (i) that Cascade consent to the assignment (the “ Assignment ”), effective immediately prior to the effectiveness of the Permitted Reorganization (the “ Effective Time ”), by the Company of its rights and obligations under the Note Purchase Agreement and the Note to Otter Tail Holding Company (“ Otter Holding ”) pursuant to the Assignment, Assumption and Release Agreement, dated as of the date immediately preceding the effectiveness of the Permitted Reorganization and effective as of the Effective Time, by and among the Company, Otter Holding and Cascade, substantially in the form of Exhibit A hereto (the “ Assignment Agreement ”) and (ii) that the Note Purchase Agreement and the Note be amended as set forth herein.

     D. The Company and Cascade now desire to amend the Note Purchase Agreement and the Note in the respects, but only in the respects, hereinafter set forth.

     E. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement (as amended hereby) unless herein defined or the context shall otherwise require.

      Now, Therefore , in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and Cascade do hereby agree as follows, which agreement shall become effective as of the Effective Time upon the full and complete satisfaction of each of the conditions precedent set forth in Sections 1.1, 5.1 and 5.2 hereof:

ARTICLE I
PERMITTED REORGANIZATION

      Section 1.1. Proposed Holding Company Reorganization . Without any representation or warranty that the following transaction will be consummated, the Company has informed Cascade that it is planning the following transaction (the “ Permitted Reorganization ”):

ARTICLE II
CONSENT TO ASSIGNMENT

     Subject to the terms and conditions of this Amendment and the Assignment Agreement, Cascade shall consent to the transfer and assignment by the Company to Otter Holding as of the Effective Time of all of the rights and obligations of the Company under the Note Purchase Agreement and the Note and, from and after the Effective Time, Cascade shall look solely to Otter Holding for the performance of the obligations of the Company under the Note Purchase Agreement and the Note. From and after the Effective Time, and subject to the terms and conditions of this Amendment and the Assignment Agreement, Otter Tail Power Company shall be fully released and discharged from all liabilities, responsibilities and obligations with respect to the Note Purchase Agreement and the Note. From and after the Effective Time, (i) all references to “the Company” in the Note Purchase Agreement and the Note shall mean Otter Holding and (ii) all references to “the Note” in the Note Purchase Agreement shall mean the Note, executed by Otter Holding, as amended to reflect the provisions hereof and in the form of Exhibit B hereto.

ARTICLE III
AMENDMENTS

      Section 3.1. (a) Effective as of the Effective Time, the following definitions of “Change of Control Event,” “Credit Agreement” and “Priority Debt” set forth in Annex A to the Note Purchase Agreement shall be amended in their entirety to read as follows:

     “Change of Control Event” means any of the following:

     (a) any Person or group of Persons (other than (i) the Company, (ii) any Subsidiary, (iii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, (iv) the Purchaser or (v) any Affiliate of the Purchaser) ¹ beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) more than 25% of any class of voting stock of the Company; or

     (b) ( i ) the Company enters into any binding or non-binding agreement with any third party (other than the Purchaser or any Affiliate of the Purchaser) with respect to, or any third party (other than the Purchaser or any Affiliate of the

Purchaser) makes a public announcement or filing with the SEC that indicates an intention to enter into, (i) a merger, consolidation, share exchange, recapitalization or other business combination involving the Company and as a result of such merger, consolidation, share exchange, recapitalization or other business combination, a Person other than the Purchaser or any Affiliate of the Purchaser, directly or indirectly, shall would acquire a 25% or greater equity interest in , or 25% or more of the voting securities or capital stock of, or 25% or more of the Consolidated Assets of the Company or the any successor corporation or (ii) the acquisition by a Person other than the Purchaser or any Affiliate of the Purchaser in any other manner (including by disposition or transfer), directly or indirectly, of a 25% or greater equity interest in, 25% or more of the voting securities or capital stock of, or 25% or more of the Consolidated Assets of, the Company.

     “Credit Agreement” shall mean the Amended and Restated Credit Agreement, dated as of December 23, 2008 April 26, 2006 , among the Company (formerly known as Otter Tail Holding Company) , the Banks referenced therein, Bank of America, N.A., Keybank National Association and JPMorgan Chase Bank, N.A., as Syndication Agent , Wells Fargo Bank National Association, as Co- Documentation Agents, and U.S. Bank National Association, as Agent for the Banks and as Lead Arranger , as amended from time to time, and any replacement or successor agreement or agreements thereto-, including, without limitation, the Varistar Credit Agreement and any other bank credit facility or bank credit facilities in which the Company or Varistar Corporation is party in effect from time to time with banks or other lending institutions .

     “Priority Debt” means at any time without duplication, the sum of (a) all Debt of the Company Varistar Corporation and of any of its Subsidiaries secured by Liens other than by Liens permitted by Sections 10.3(a) through (g), (j) and (k) and (b) all Debt of Varistar Corporation and its Subsidiaries and Preferred Stock of Varistar Corporation and its Subsidiaries held by entities other than the Company, Varistar Corporation or a Wholly-Owned Subsidiary wholly owned subsidiary of Varistar Corporation ; provided, that there shall be excluded from the definition of Priority Debt (i) any Debt of a Subsidiary Varistar Corporation or a wholly owned subsidiary of Varistar Corporation to the Company or a Wholly-Owned Subsidiary and (ii) the Guaranties of the Subsidiary Guarantors or any Additional Subsidiary Guarantor under (x) the Guaranty Agreement, and (y) the Credit Agreement and (z) the 2001 Note Purchase Agreement .

      Section 3.2. Effective as of the Effective Time, the following definitions shall be added to Annex A so that such definitions are ordered alphabetically with the remaining definitions in such Annex A:

     “ Assignment Agreement ” means the Assignment, Assumption and Release Agreement, dated as of June 30, 2009, by and among the Company, the Purchaser and Otter Tail Holding Company, a Minnesota corporation.

     “ Otter Power Consolidated Debt ” means as of any date of determination, the total of all Debt of Otter Tail Power Company and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between Otter Tail Power Company and

its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of Otter Tail Power Company and its Subsidiaries in accordance with GAAP.

     “ Otter Power Consolidated Net Worth ” means, at any time,

     (a) the total assets of Otter Tail Power Company and its Subsidiaries which would be shown as assets on a consolidated balance sheet of Otter Tail Power Company and its Subsidiaries as of such time prepared in accordance with GAAP, after eliminating all amounts properly attributable to minority interests, if any, in the stock and surplus of such Subsidiaries, minus

     (b) the total liabilities of Otter Tail Power Company and its Subsidiaries which would be shown as liabilities on a consolidated balance sheet of Otter Tail Power Company and its Subsidiaries as of such time prepared in accordance with GAAP.

     “ Otter Power Consolidated Total Capitalization ” means, at any time, the sum of Otter Power Consolidated Net Worth and Otter Power Consolidated Debt.

     “ Permitted Securitization Transactions ” means sales of accounts receivable of DMI Industries, Inc. and ShoreMaster, Inc. in nominal principal amounts not to exceed, in the aggregate, $50,000,000; provided, that such transactions may include only recourse to the Company or a Subsidiary (a) under customary representations and warranties not constituting credit support for the assets sold, and (b) constituting credit support in an amount not exceeding 10% of the nominal principal amount of the transaction. The nominal principal amount of any Permitted Securitization Transaction, and the discount or other yield attributable thereto for purposes of determination of Interest Charges, shall each be determined on a reasonable basis by the Company as if each such transaction were a financing transaction and not a sale.

     “ Varistar Consolidated Debt ” means as of any date of determination, the total of all Debt of Varistar Corporation and its Subsidiaries outstanding on such date, after eliminating all offsetting debits and credits between Varistar Corporation and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of Varistar Corporation and its Subsidiaries in accordance with GAAP.

     “ Varistar Consolidated Net Worth ” means, at any time,

     (c) the total assets of Varistar Corporation and its Subsidiaries which would be shown as assets on a consolidated balance sheet of Varistar Corporation and its Subsidiaries as of such time prepared in accordance with GAAP, after eliminating all amounts properly attributable to minority interests, if any, in the stock and surplus of such Subsidiaries, minus

     (d) the total liabilities of Varistar Corporation and its Subsidiaries which would be shown as liabilities on a consolidated balance sheet of Varistar Corporation and its Subsidiaries as of such time prepared in accordance with GAAP.

     “ Varistar Consolidated Total Capitalization ” means, at any time, the sum of Varistar Consolidated Net Worth and Varistar Consolidated Debt.

      Section 3.3. Effective as of the Permitted Reorganization Date, Section 1.2 of the Note Purchase Agreement shall be amended in its entirety to read as follows:

     “Section 1.2 Interest Rate; Adjustment to Interest Rate . (a) The Note shall bear interest at a rate of 5.778% per annum (the “Interest Rate”) until July 1, 2009. On and after July 1, 2009, the Interest Rate shall be 8.89% per annum. ; provided however, that if, after the date hereof but on or prior to the Closing, a rating assigned by either Moody’s or S&P to the long-term senior unsecured indebtedness of the Company is downgraded below “Baa3” or “BBB-,” respectively, then the Interest Rate will increase by 0.50% for each rating notch downgrade below “Baa3” by Moody’s, and 0.50% for each rating notch downgrade below “BBB-” by S&P. For illustration purposes only, if each of Moody’s and S&P downgrades its rating of the Company’s long-term senior unsecured indebtedness by one rating notch, the Interest Rate will be increased by 1.0%.

      (b) If, after a downgrade as described in the first sentence of Section 1.2(a) but on or prior to the Closing, a rating assigned by either Moody’s or S&P to the long-term senior unsecured indebtedness of the Company is upgraded, then the Interest Rate will decrease by 0.50% for each rating notch upgrade by each of Moody’s and S&P. For illustration purposes only, if, Moody’s and S&P each downgrade their respective ratings assigned to the Company’s long-term senior unsecured indebtedness by one rating notch after the date hereof but on or prior to the Closing (resulting in a 1.0% increase in the Interest Rate pursuant to Section 1.2(a)), but then, on or prior to the Closing upgrade their respective ratings of such indebtedness by one rating notch each, the Interest Rate, as previously increased, will be decreased by 1.0%.

      (c) Notwithstanding the provisions of Sections 1.2(a) and (b), in no event shall the Interest Rate be (i) less than 5.778% or (ii) adjusted following the Closing .

      Section 3.4. Effective as of the Effective Time, Section 10.1 of the Note Purchase Agreement shall be amended in its entirety to read as follows:

     “Section 10.1 Limitation on Debt and Priority Debt .

     (a) The Company will not permit Consolidated Debt to exceed 60% of Consolidated Total Capitalization determined as of the end of each fiscal quarter of the Company.

     (b) The Company will not permit Priority Debt to exceed 20% of Varistar Consolidated Total Capitalization determined as of the end of each fiscal quarter of the Company.

     (c) The Company will not permit the aggregate principal amount of all Debt of Otter Tail Power Company and its Subsidiaries to exceed 60% of Otter Power

Consolidated Total Capitalization determined as of the end of each fiscal quarter of the Company. ”

      Section 3.5. Effective as of the Effective Time, Section 10.3 of the Note Purchase Agreement shall be amended in its entirety to read as follows:

     “Section 10.3 Limitation on Liens . The Company will not, and will not permit any Subsidiary to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except:

     (a) Liens for taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen; provided that payment thereof is not at the time required by Section 9.4;

     (b) Liens of or resulting from any judgment or award in an aggregate amount not to exceed $10,000,000, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Company or a Subsidiary shall at any time in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured;

     (c) Liens incidental to the conduct of business or the ownership of properties and assets (including, without limitation, Liens in connection with worker’s compensation, unemployment insurance and other like laws, carrier’s, warehousemen’s liens and statutory landlords’ liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature, in any such case incurred in the ordinary course of business and not in connection with the borrowing of money; provided in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings;

     (d) Minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are reasonably necessary for the conduct of the activities of the Company and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Company and its Subsidiaries;

     (e) Liens securing Debt of a Subsidiary to the Company or to another Subsidiary;

     (f) Liens on property of the Company created by the Indenture to secure Bonds of the Company issued and outstanding thereunder and described on Schedule 5.15, including property acquired by the Company after the Closing Date to which such

      Liens attach Liens arising under or related to any statutory or common law provisions, or customary account agreements, or other customary rights relating to banker’s liens, rights of setoff or similar rights and remedies as to deposit or securities accounts or other funds or instruments maintained or held with a depositary or other financial institution or securities intermediary ;

     (g) Liens in addition to those permitted by clause (f) hereof existing as of the date of this Agreement and described on Schedule 5.15 hereto and Liens securing any refinancing of Indebtedness secured by such Liens, provided that such refinancing shall be subject to similar terms and secured by the same assets and the principal amount of Indebtedness secured thereby is not increased;

     (h) Liens in connection with the acquisition of property after the date hereof by way of purchase money mortgage, conditional sale or other title retention agreement, Capital Lease or other deferred payment contract, provided that such Liens attach only to the property being acquired and that the Debt secured thereby does not exceed the Fair Market Value of such property at the time of acquisition thereof and the Lien shall be created contemporaneously with, or within 180 days after, the acquisition of such property;

     (i) Liens that existed on assets of other Persons at the time of acquisition of such other Persons or of such assets by the Company or a Subsidiary and which continue to attach only to such assets and Liens securing any refinancing of Indebtedness secured by such Liens, provided that such refinancing shall be subject to similar terms and secured by the same assets and the principal amount of Indebtedness secured thereby is not increased;

      (j) Liens (to the extent falling under the definition of “Lien”) consisting of rights of lessors or sublessors of property leased to the Company or any Subsidiary or of lessees or sublessees of property of the Company or any Subsidiary leased by the Company or any Subsidiary to such lessees or sublessees, in each case in the ordinary course and consistent with past practice of the Company’s or such Subsidiary’s business, which leases do not materially interfere with the ordinary course of business of the Company or such Subsidiary;

      (k) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods by the Company or any Subsidiary in the ordinary course of business and other similar Liens arising in the ordinary course of business of the Company or any Subsidiary; and

      (l) Liens created, assumed or incurred after the date of the Closing given to secure Debt of the Company or any Subsidiary in addition to the Liens permitted by the preceding clauses (a) through ( i k) hereof; provided that all Debt secured by Liens permitted under this Section 10.3( j l) does not exceed $ 2 5 ,000,000 in the aggregate at any time outstanding;

provided that (1) all Debt secured by such Liens shall have been incurred within the applicable limitations provided in Section s  10.1(b)- (c) and (2) at the time of creation, assumption or incurrence of the Debt secured by such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist.”

      Section 3.6. Effective as of the Effective Time, Section 10.7 of the Note Purchase Agreement shall be amended in its entirety to read as follows:

     “Section 10.7 Benefit of More Restrictive Covenants or More Favorable Terms . If any 2001 Noteholder or any Lender under the Credit Agreement is or becomes entitled to the benefit of any covenant, agreement, event of default or other event which would permit the 2001 Noteholder or the Lender to have the Company Debt obligations it holds purchased by the Company (a “put event”) which is more restrictive on the Company or its Subsidiaries than the covenants, agreements, events of default or put events contained herein or which is more favorable to such 2001 Noteholder or such Lender than the covenants, agreements, events of default or put events contained herein, then such more restrictive or more favorable covenant, agreement, event of default or put event shall be deemed to be incorporated into this Agreement by reference during any period such 2001 Noteholder or such Lender is so entitled thereto without regard to any waivers by the 2001 Noteholder or the Lender with respect thereto and shall remain so incorporated for a period of 30 days after the 2001 Noteholder or the Lender is no longer entitled to the benefit thereof and each Noteholder shall be entitled to the benefits thereof with respect to this Agreement in addition to the existing covenants, agreements, events of default and put events contained herein so long as any Note remains outstanding. The Company shall notify each Noteholder of any such covenant, agreement, event of default or put event, and shall at the request of the Noteholders amend this Agreement to include such covenant, agreement, event of default or put event.”

      Section 3.7. Effective as of the Effective Time, Section 10.11 of the Note Purchase Agreement shall be amended in its entirety to read as follows:

     “Section 10.11 Contingent Liabilities . The Company will not and will not permit any Material 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:

     (i) guaranties by the Company of loans to leveraged employee stock ownership plans;

     (ii) a performance guaranty by the Company of performance by DMI Industries under a certain contract involving aggregate payments of approximately $20,000,000 guaranties by the Company of obligations of DMI Industries, Inc. in respect

of down payments by customers of DMI Industries, Inc. in an aggregate amount of up to $30,000,000, with the amount of such guaranties to be deemed to be either (x) the dollar limitation set forth in any such guaranty, if applicable, or (y) the amount of such down payment so guarantied (it being understood that the Company shall include in the quarterly statements delivered pursuant to Section 7.1(a) a statement setting forth the highest, lowest and average aggregate amount of down payments guarantied pursuant to this Section 10.11(ii) during the period covered by such statements);

     (iii) guaranties by the Company or any Material Subsidiary of obligations of any Material Subsidiary as lessee under any lease that is not a Capital Lease,

     (iv) other guaranties limited as to principal of recovery to not more than $10,000,000 in the aggregate;

     (v) guaranties by Varistar Corporation of the obligations of the Company under the Credit Agreement, and

     (vi) the guaranty by Varistar Corporation of the obligations of the Company in respect of up to $40,000,000 of Insured Senior Notes due October 1, 2017, as described in a Prospectus dated September 11, 2002 and a prospectus supplement dated on or about September 19, 2002 guaranties by the Company of the obligations of DMI Industries, Inc. and ShoreMaster, Inc. under any agreement governing the terms of Permitted Securitization Transactions, provided, that such guaranties shall not, in the aggregate, guaranty receivables sale arrangements involving account receivable sales at any time remaining outstanding in excess of $50,000,000,and

      (vii) guarantees by Material Subsidiaries of the obligations of the Company under the Credit Agreement, so long as each and every Subsidiary that guarantees the obligations of the Company under the Credit Agreement is a Subsidiary Guarantor or an Additional Subsidiary Guarantor or becomes an Additional Subsidiary Guarantor in accordance with the terms of Section 9.7 hereof. ”

      Section 3.8. Effective as of the Effective Time, Article XI of the Note Purchase Agreement shall be amended in its entirety to read as follows:

     “An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

     (a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

     (b) the Company defaults in the payment of any interest on the Note for more than five Business Days after the same becomes due and payable; or

     (c) the Company defaults (i) in the performance of or compliance with any term contained in Article X or Section 7.1(d) or (ii) in the payment when due of the

amount required to be paid by the Company for any purchase of any Notes pursuant to Section 8.3; or

     (d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Article XI) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any Noteholder (any such written notice to be identified as a “notice of default” and to refer specifically to this paragraph (d) of Article XI); or

     (e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or by any Subsidiary in the Guaranty Agreement or in any writing furnished in connection with the transactions contemplated hereby (including, without limitation, any amendment to this Agreement and the Assignment Agreement) proves to have been false or incorrect in any material respect on the date as of which made; or

     (f) (i) the Company , Otter Tail Power Company, any Subsidiary of Otter Tail Power Company or any Material Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $5,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company , Otter Tail Power Company, any Subsidiary of Otter Tail Power Company or any Material Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $5,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment; or

     (g) the Company , Otter Tail Power Company, any Subsidiary of Otter Tail Power Company or any Material Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

     (h) a court or governmental authority of competent jurisdiction enters an order appointing, without consent by the Company , Otter Tail Power Company, any Subsidiary of Otter Tail Power Company or any of the Company’s its Material Subsidiaries, a

custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company , Otter Tail Power Company, any Subsidiary of Otter Tail Power Company or any of the Company’s its Material Subsidiaries, or any such petition shall be filed against the Company , Otter Tail Power Company, any Subsidiary of Otter Tail Power Company or any of the Company’s Material Subsidiaries and such petition shall not be dismissed within 60 days; or

     (i) a final judgment or judgments for the payment of money aggregating in excess of $ 5 1 ,000,000 are rendered against one or more of the Company , Otter Tail Power Company, any Subsidiary of Otter Tail Power Company or and the Company’s Material Subsidiaries and which judgments are not, within 30 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30 days after the expiration of such stay; or

     (j) default shall occur in the observance or performance of any provision of the Guaranty Agreement or the Guaranty Agreement shall cease to be in full force and effect for any reason, including, without limitation, a final and nonappealable determination by any governmental body or court that the Guaranty Agreement is invalid, void or unenforceable, or any Subsidiary Guarantor or any Additional Subsidiary Guarantor shall contest or deny in writing the validity or enforceability of any provision of, or obligation under, the Guaranty Agreement; or

     (k) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC, (iii) the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan, (iv) the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (v) the aggregate benefit liabilities under all of the Plans subject to Title IV of ERISA (other than Multiemployer Plans), determined as of the first day of such Plans’ most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes (but not for other purposes), shall exceed the assets of such Plans by more than $500,000, (vi) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (vii) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (viii) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and in each case except clause (iii), any such event or events, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect; or

     (l) (i) the Company shall cease to own, directly or indirectly, all of the capital stock of each of Varistar Corporation and Otter Tail Power Company or (ii) a Change of Control Event shall have occurred.

As used in Section 11(k), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA.”

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      Section 4.1. To induce Cascade to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), the Company represents and warrants to Cascade that:

     (a) (i) each of this Amendment and the Assignment Agreement has been duly authorized by all requisite corporate action on the part of the Company, and (ii) this Amendment has been executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (b) each of the Note Purchase Agreement, as amended by this Amendment, and the Note, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (c) the execution and delivery by the Company of this Amendment and the Assignment Agreement and the performance by the Company of its obligations under this Amendment and the Assignment Agreement will not (A) violate the Articles of Incorporation of the Company, as amended, or Bylaws of the Company, as amended, (B) violate Section 673 of the Minnesota Business Corporation Act (the “ MBCA ”) or Minnesota Statutes Section 216B.48, or (C) violate, result in the breach or modification of, conflict with, constitute a default or result in an acceleration of any obligation under, result in the imposition of any encumbrance pursuant to, or affect the validity or effectiveness of, any contract, permit, order or other law applicable to the Company, except (as to clause (C) only) for any violation, breach, modification, conflict, default, acceleration, encumbrance or effect which would not have a material adverse effect on the Company and its subsidiaries taken as a whole. No approval or consent, filings, notifications, waivers or exemptions on the part of any (A) Minnesota, North Dakot