exv10w1



 




Exhibit 10.1




SUPPLEMENTAL AGREEMENT NO. 4

BIG STONE PLANT

Agreement for Sharing Ownership

Of Generating Plant



     This Supplemental Agreement No. 4 is made as of April 24, 2003, by and
between Otter Tail Power Company, a Division of Otter Tail Corporation, a
Minnesota corporation (“Otter Tail”), Montana-Dakota Utilities Co., a Division
of MDU Resources Group, Inc. (“Montana-Dakota”) and Northwestern Public
Service, a Division of Northwestern Corporation (“Northwestern”).




RECITALS



     A.     Otter Tail, Montana-Dakota and Northwestern have entered into the Big
Stone Plant Agreement for Sharing Ownership of Generating Plant, dated as of
January 7, 1970, as amended and supplemented by Supplemental Agreement No. 1,
dated as of July 1, 1983, and by Supplemental Agreement No. 2, dated as of
March 1, 1985, and by Supplemental Agreement No. 3, dated as of March 31, 1986,
(The Big Stone Plant Agreement), to provide for the construction and sharing of
ownership by Otter Tail, Montana-Dakota and Northwestern of a lignite-fueled
electric generating plant located in the vicinity of Big Stone, South Dakota,
(the “Big Stone Plant”).



     B.     Otter Tail serves as Operating Agent pursuant to the Big Stone Plant
Agreement, and in such capacity periodically requisitions funds from the plant
owners pursuant to Article 15 of the Big Stone Plant Agreement.



     C.     Also, Otter Tail as Operating Agent uses the requisitioned funds to pay
the costs and expenditures for the operation, maintenance and repair of the
plant and other plant property, pursuant to Article 15 of the Big Stone Plant
Agreement.



     D.     Otter Tail has customarily scheduled such requisitions so that the
receipt of funds corresponds close in time to the payment date of the costs or
expenditures to be made from such funds.



     E.     Otter Tail, Montana-Dakota and Northwestern have determined that
certain provisions of the Big Stone Plant Agreement should be changed to
reflect Otter Tail’s scheduling of such requisitions and to ensure that the
funds received by Otter Tail as the Operating Agent pursuant to such
requisitions will be sufficient to pay the expenses of the plant.



     F.     Otter Tail, Montana-Dakota and Northwestern support amendment of the
Big Stone Plant Agreement and have agreed to change and amend such agreement as
hereinafter provided.








 



 


AGREEMENTS



     In consideration of the premises and the mutual covenants herein
contained, the Parties hereby agree that the Big Stone Plant Agreement shall
be, and is hereby modified, altered, amended, and changed in the following
respects only (shown in strike-underline format for convenience):



     1.     Article 19, Defaults and Remedies, Paragraph 19.4 is amended
to read as follows:





		
	 	     19.4 If an Event of Default under this Agreement shall continue for
a period of [formerly thirty] five days, or, in the event that the question of
whether an Event of Default exists is made the subject of an arbitration
pursuant to this Agreement and such Event of Default continues for a
period of [formerly thirty] five days following a final determination by the
arbitrators (or a court of competent jurisdiction as provided in section
21.9) that an Event of Default exists, then, at any time thereafter while
such Event of Default is continuing, the non-defaulting Owners, by giving
written notice to the defaulting Owner, may suspend the right of the
defaulting Owner to schedule or receive Energy or spinning reserve from
or at the Plant, in which case the suspension shall be treated, for
purposes of this Agreement, the same as if the defaulting Owner had
failed to schedule Energy or spinning reserve hereunder during such
suspension, except that the proceeds from the sale by the Agent of such
Energy and/or spinning reserve pursuant to section 18.1 shall be applied
first to the payment of the defaulting Owner’s share of current costs
under this Agreement and then to the payment of any sum owed under this
Agreement to any of the other Owners by the defaulting Owner, and any
balances thereafter remaining shall be shared by the non-defaulting
Owners in the proportion which their respective Ownership Shares bear to
the total of their Ownership Shares. Such suspension shall not relieve
the defaulting Owner from any of its obligations under this Agreement,
including without limitation, its obligations under sections 12.1, 13.2
and 13.4.



     2.     Other than as expressly provided herein, Otter Tail, as Operating
Agent, shall make advance requisitions and maintain advanced funds as it has
customarily done for the past several years.



     3.     In the event of any conflict, inconsistency, or incongruity between the
provision of this Supplemental Agreement No. 4 and any of the provisions of the
Big Stone Plant Agreement, provisions of this Supplemental Agreement No. 4
shall in all respects govern and control.



     4.     Otter Tail, Montana-Dakota and Northwestern understand and agree that
this Supplemental Agreement No. 4 shall in no way act as a waiver of any of the
conditions and obligations imposed upon the parties by the Big Stone Plant
Agreement, and any rights which any of the Parties may have by virtue of such
Big Stone Plant Agreement are to be considered as of full force and effect.








 



 

     5.     Otter Tail, Montana-Dakota and Northwestern agree that this
Supplemental Agreement No. 4 shall be filed in the Grant County Register of
Deeds office and indexed against the property of the property described in
Exhibit A to this Supplemental Agreement No. 4, pursuant to the provisions of
Article 3, Ownership, Paragraph 3.4 of the Big Stone Plant Agreement.



     IN WITNESS WHEREOF, the parties have executed this Supplemental Agreement
No. 4 the day and year first-above written.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	OTTER TAIL POWER COMPANY

A DIVISION OF OTTER TAIL CORPORATION
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By
	 	/s/ Charles MacFarlane
	 	 	 	 	 	 	 	 	


	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name
	 	CHARLES MAC FARLANE
	 	 	 	 	 	 	 	 	


	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	MONTANA-DAKOTA UTILITIES CO.

A DIVISION OF MDU RESOURCES GROUP, INC.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By
	 	/s/ C. Wayne Fox
	 	 	 	 	 	 	 	 	


	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name
	 	C. Wayne Fox
	 	 	 	 	 	 	 	 	


	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NORTHWESTERN PUBLIC SERVICE

A DIVISION OF NORTHWESTERN CORPORATION
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By
	 	/s/ Michael J. Hanson
	 	 	 	 	 	 	 	 	


	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name
	 	MICHAEL J. HANSON