exv10w2



 



Exhibit 10.2


AMENDMENT TO COYOTE STATION AGREEMENT

FOR SHARING OWNERSHIP OF GENERATING UNIT NO. 1



     The Agreement is made as of the twenty-fourth day of April, 2003, by and
between Otter Tail Power Company, a division of Otter Tail Corporation, a
Minnesota corporation (“Otter Tail”), Northern Municipal Power Agency, a
political subdivision and municipal corporation of the State of Minnesota
(“Agency”), Montana-Dakota Utilities Co., a division of MDU Resources Group,
Inc., a Delaware corporation (“Montana-Dakota”), Northwestern Public Service
Company, a division of Northwestern Corporation, a Delaware corporation
(“Northwestern”) (collectively “the Parties”).


Recitals



     WHEREAS, Otter Tail, Agency, Montana-Dakota, and Northwestern have entered
into an agreement entitled “Coyote Station Agreement for Sharing Ownership of
Generating Unit No. 1,” dated as of July 1, 1977, and several amendments
(collectively “the Agreement”) providing for the joint ownership and operation
of the Coyote Generating Unit No. 1 (“Coyote”); and


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


     WHEREAS, 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 Agreement.


     WHEREAS, 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.


     WHEREAS, Otter Tail, Agency, Montana-Dakota and Northwestern have
determined that certain provisions of the 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.


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


Agreements



     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Parties hereby agree that the 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 Amendment and any of the provisions of the Agreement,
provisions of this Amendment shall in all respects govern and control.


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


 






 


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and
sealed by their authorized representatives on the date appearing next to their
signature blocks, intending thereby that this Agreement shall be effective as
of the day and year first written above.



	 	 	 	 	 
	Dated: 4/28/03	 	OTTER TAIL POWER COMPANY

A DIVISION OF OTTERTAIL CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Charles MacFarlane
	 	 	 	

	 	 	 	 	 
	Dated: 5/9/03	 	NORTHERN MUNICIPAL POWER AGENCY, BY
 AND THROUGH ITS
AGENT AND
 REPRESENTATIVE FOR THE COYOTE COAL
 PLANT,
MINNKOTA POWER COOPERATIVE, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ David Loer
	 	 	 	

	 	 	 	 	 
	Dated: 5/6/03	 	MONTANA-DAKOTA UTILITIES CO.

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

	 	 	 	 	 
	Dated: 5/5/03	 	NORTHWESTERN PUBLIC SERVICE

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