Exhibit 4.1


 


Execution
Copy


 






 


Otter
Tail Corporation


 


$80,000,000
3.55% Guaranteed Senior Notes due December 15, 2026


______________


 


Note
Purchase Agreement


______________


 


Dated as of September 23, 2016


 





 



 




    	 	 	 



     


    

 


Table
of Contents


 


	Section	 	 	Page
	 	 	 	 	 
	Section 1.	Authorization of Notes	1
	 	 	 
	Section 2.	Sale and Purchase of Notes; Guaranty	1
	 	 	 	 	 
	 	Section 2.1.	Sale and Purchase of Notes	1
	 	 	 	 
	 	Section 2.2.	Guaranties	1
	 	 	 	 	 
	Section 3.	Execution; Closing	2
	 	 	 
	Section 4.	Conditions to Closing	2
	 	 	 	 	 
	 	Section 4.1.	Representations and Warranties	2
	 	 	 	 
	 	Section 4.2.	Performance; No Default	2
	 	 	 	 
	 	Section 4.3.	Compliance Certificates	2
	 	 	 	 
	 	Section 4.4.	Opinions of Counsel	3
	 	 	 	 
	 	Section 4.5.	Purchase Permitted By Applicable Law, Etc	3
	 	 	 	 
	 	Section 4.6.	Sale of Other Notes	3
	 	 	 	 
	 	Section 4.7.	Payment of Special Counsel Fees	4
	 	 	 	 
	 	Section 4.8.	Private Placement Number	4
	 	 	 	 
	 	Section 4.9.	Changes in Corporate Structure; Change in Control	4
	 	 	 	 
	 	Section 4.10.	Funding Instructions	4
	 	 	 	 
	 	Section 4.11.	Subsidiary Guaranty Agreement	4
	 	 	 	 
	 	Section 4.12.	Proceedings and Documents	4
	 	 	 	 	 
	Section 5.	Representations and Warranties of the Company	4
	 	 	 	 	 
	 	Section 5.1.	Organization; Power and Authority	4
	 	 	 	 
	 	Section 5.2.	Authorization, Etc	5
	 	 	 	 
	 	Section 5.3.	Disclosure	5
	 	 	 	 
	 	Section 5.4.	Organization and Ownership of Shares of Subsidiaries	6
	 	 	 	 
	 	Section 5.5.	Financial Statements; Material Liabilities	7
	 	 	 	 
	 	Section 5.6.	Compliance with Laws, Other Instruments, Etc	7
	 	 	 	 
	 	Section 5.7.	Governmental Authorizations, Etc	7
	 	 	 	 
	 	Section 5.8.	Litigation; Observance of Agreements, Statutes and Orders	7
	 	 	 	 
	 	Section 5.9.	Taxes	8
	 	 	 	 
	 	Section 5.10.	Title to Property; Leases	8


 




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Table
of Contents


(continued)


	Section	 	 	Page
	 	 	 	 	 
	 	Section 5.11.	Licenses, Permits, Etc	8
	 	 	 	 
	 	Section 5.12.	Compliance with Employee Benefit Plans	9
	 	 	 	 
	 	Section 5.13.	Private Offering by the Company	10
	 	 	 	 
	 	Section 5.14.	Use of Proceeds; Margin Regulations	10
	 	 	 	 
	 	Section 5.15.	Existing Indebtedness; Future Liens	10
	 	 	 	 
	 	Section 5.16.	Foreign Assets Control Regulations, Etc	11
	 	 	 	 
	 	Section 5.17.	Status under Certain Statutes	12
	 	 	 	 
	 	Section 5.18.	Environmental Matters	12
	 	 	 	 
	 	Section 5.19.	Partnerships and Joint Ventures	13
	 	 	 	 
	 	Section 5.20.	Ranking of Obligations	13
	 	 	 	 	 
	Section 6.	Representations of the Purchasers	13
	 	 	 	 	 
	 	Section 6.1.	Purchase for Investment	13
	 	 	 	 
	 	Section 6.2.	Accredited Investor	13
	 	 	 	 
	 	Section 6.3.	Source of Funds	13
	 	 	 	 	 
	Section 7.	Information as to Company	15
	 	 	 	 	 
	 	Section 7.1.	Financial and Business Information	15
	 	 	 	 
	 	Section 7.2.	Officer’s Certificate	18
	 	 	 	 
	 	Section 7.3.	Visitation	18
	 	 	 	 
	 	Section 7.4.	Electronic Delivery	19
	 	 	 	 	 
	Section 8.	Payment and Prepayment of the Notes	20
	 	 	 	 	 
	 	Section 8.1.	Maturity	20
	 	 	 	 
	 	Section 8.2.	Optional Prepayments with Make-Whole Amount	20
	 	 	 	 
	 	Section 8.3.	Allocation of Partial Prepayments	20
	 	 	 	 
	 	Section 8.4.	Maturity; Surrender, Etc	21
	 	 	 	 
	 	Section 8.5.	Purchase of Notes	21
	 	 	 	 
	 	Section 8.6.	Make-Whole Amount	21
	 	 	 	 
	 	Section 8.7.	Offer to Prepay Notes in the Event of a Change in Control	23
	 	 	 	 
	 	Section 8.8.	Offer to Prepay Notes upon Sale of Assets	24
	 	 	 	 
	 	Section 8.9.	Payments Due on Non-Business Days	25
	 	 	 	 	 
	Section 9.	Affirmative Covenants	25


 




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Table
of Contents


(continued)


 


	Section	 	 	Page
	 	 	 	 	 
	 	Section 9.1.	Compliance with Laws	25
	 	 	 	 	 
	 	Section 9.2.	Insurance	25
	 	 	 	 
	 	Section 9.3.	Maintenance of Properties	25
	 	 	 	 
	 	Section 9.4.	Payment of Taxes and Claims	26
	 	 	 	 
	 	Section 9.5.	Corporate Existence, Etc	26
	 	 	 	 
	 	Section 9.6.	Books and Records	26
	 	 	 	 
	 	Section 9.7.	Ranking of Obligations	27
	 	 	 	 
	 	Section 9.8.	Ownership of Certain Subsidiaries	27
	 	 	 	 
	 	Section 9.9.	Subsidiary Guarantors	27
	 	 	 	 	 
	Section 10.	Negative Covenants	28
	 	 	 	 	 
	 	Section 10.1.	Transactions with Affiliates	29
	 	 	 	 
	 	Section 10.2.	Merger, Consolidation, Etc	29
	 	 	 	 
	 	Section 10.3.	Economic Sanctions, Etc	29
	 	 	 	 
	 	Section 10.4.	Liens	30
	 	 	 	 
	 	Section 10.5.	Sales of Assets	33
	 	 	 	 
	 	Section 10.6.	Other Agreements	34
	 	 	 	 
	 	Section 10.7.	Contingent Liabilities	34
	 	 	 	 
	 	Section 10.8.	Financial Covenants	35
	 	 	 	 
	 	Section 10.9.	Restricted Payments	35
	 	 	 	 
	 	Section 10.10.	Investments	35
	 	 	 	 	 
	Section 11.	Events of Default	38
	 	 	 	 	 
	Section 12.	Remedies on Default, Etc	41
	 	 	 	 	 
	 	Section 12.1.	Acceleration	41
	 	 	 	 
	 	Section 12.2.	Other Remedies	41
	 	 	 	 
	 	Section 12.3.	Rescission	42
	 	 	 	 
	 	Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc	42
	 	 	 	 	 
	Section 13.	Registration; Exchange; Substitution of Notes	42
	 	 	 	 	 
	 	Section 13.1.	Registration of Notes	42
	 	 	 	 
	 	Section 13.2.	Transfer and Exchange of Notes	43
	 	 	 	 
	 	Section 13.3.	Replacement of Notes	43


 




    	 	-iii-	 



     


    

  


Table
of Contents


(continued)


 


	Section	 	 	Page
	 	 	 	 	 
	Section 14.	Payments on Notes	43
	 	 	 	 	 
	 	Section 14.1.	Place of Payment	43
	 	 	 	 
	 	Section 14.2.	Payment by Wire Transfer	44
	 	 	 	 
	 	Section 14.3.	FATCA Information	44
	 	 	 	 	 
	Section 15.	Expenses, Etc	44
	 	 	 	 	 
	 	Section 15.1.	Transaction Expenses	44
	 	 	 	 
	 	Section 15.2.	Certain Taxes	45
	 	 	 	 
	 	Section 15.3.	Survival	45
	 	 	 	 	 
	Section 16.	Survival of Representations and Warranties; Entire Agreement	45
	 	 	 	 	 
	Section 17.	Amendment and Waiver	46
	 	 	 	 	 
	 	Section 17.1.	Requirements	46
	 	 	 	 
	 	Section 17.2.	Solicitation of Holders of Notes	46
	 	 	 	 
	 	Section 17.3.	Binding Effect, Etc	47
	 	 	 	 
	 	Section 17.4.	Notes Held by Company, Etc	47
	 	 	 	 	 
	Section 18.	Notices	47
	 	 	 	 	 
	Section 19.	Reproduction of Documents	48
	 	 	 	 	 
	Section 20.	Confidential Information	49
	 	 	 	 	 
	Section 21.	Substitution of Purchaser	49
	 	 	 	 	 
	Section 22.	Miscellaneous	50
	 	 	 	 	 
	 	Section 22.1.	Successors and Assigns	50
	 	 	 	 
	 	Section 22.2.	Accounting Terms	50
	 	 	 	 
	 	Section 22.3.	Severability	50
	 	 	 	 
	 	Section 22.4.	Construction, Etc	50
	 	 	 	 
	 	Section 22.5.	Counterparts	51
	 	 	 	 
	 	Section 22.6.	Governing Law	51
	 	 	 	 
	 	Section 22.7.	Jurisdiction and Process; Waiver of Jury Trial	51


 




    	 	-iv-	 



     


    

 


	Schedule A	—	Defined Terms
	 	 	 
	Schedule 1	—	Form of 3.55% Guaranteed Senior Note due December 15, 2026
	 	 	 
	Schedule 4.4(a)(1)	—	Form of Opinion of Special Counsel for the Company and the Subsidiary Guarantors
	 	 	 
	Schedule 4.4(a)(2)	—	Form of Opinion of General Counsel for the Company and the Subsidiary Guarantors
	 	 	 
	Schedule 4.4(b)	—	Form of Opinion of Special Counsel for the Purchasers
	 	 	 
	Schedule 5.3	—	Disclosure Materials
	 	 	 
	Schedule 5.4	—	Subsidiaries of the Company and Ownership of Subsidiary Stock; Directors and Senior Officers
	 	 	 
	Schedule 5.5	—	Financial Statements
	 	 	 
	Schedule 5.15	—	Existing Indebtedness
	 	 	 
	Schedule 5.19	—	Partnerships and Joint Ventures
	 	 	 
	Schedule 10.1	—	Affiliate Transactions
	 	 	 
	Schedule 10.10	—	Investments
	 	 	 
	Exhibit SGA	—	Form of Subsidiary Guaranty Agreement
	 	 	 
	Purchaser Schedule	—	Information Relating to Purchasers


 




    	 	 	 



     


    

  


Otter
Tail Corporation


4334 18th
Avenue South


Suite
200


Fargo,
North Dakota 58103


 


$80,000,000
3.55% Guaranteed Senior Notes due December 15, 2026


 


Dated as of September
23, 2016


 


To Each of the Purchasers
Listed


in the Purchaser
Schedule Hereto:


 


Ladies and Gentlemen:


 


Otter
Tail Corporation, a Minnesota corporation (the “Company”), agrees with each of the Purchasers as follows:


 


Section
1.    Authorization
of Notes.


 


The Company will authorize
the issue and sale of $80,000,000 aggregate principal amount of its 3.55%
Guaranteed Senior Notes due December 15, 2026 (the “Notes”). The Notes shall be substantially in the form set
out in Schedule 1. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this
Agreement, the rules of construction set forth in Section 22.4 shall govern.


 


Section
2.    Sale and Purchase
of Notes; Guaranty.


 


Section 2.1.         Sale
and Purchase of Notes.  Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser
and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified
opposite such Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The
Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any
Person for the performance or non-performance of any obligation by any other Purchaser hereunder.


 


Section 2.2.         Guaranties.  The obligations of the Company hereunder and under the Notes are unconditionally and irrevocably guaranteed by each Subsidiary
Guarantor pursuant to that certain Subsidiary Guaranty Agreement to be dated as of the date of the Closing (the “Subsidiary
Guaranty Agreement”) substantially in the form of Exhibit SGA.


 




    	 	 	 



     


    

  


Section
3.    Execution; Closing.


 


The execution and delivery
of this Agreement shall occur on September 23, 2016 (the “Execution Date”). The sale and purchase of the Notes
to be purchased by each Purchaser shall occur at the offices of Schiff Hardin LLP, 666 Fifth Avenue, 17th Floor, New
York, New York 10103, at 11:00 a.m., New York, New York time, at a closing (the “Closing”) on December 13, 2016.
At the Closing, the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single
Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the
Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the
Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer to the account
of the Company set forth in the funding instructions delivered by the Company pursuant to Section 4.10. If at the Closing the Company
shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section
4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all
further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure
by the Company to tender such Notes or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s
satisfaction.


 


Section
4.    Conditions to
Closing.


 


Each Purchaser’s
obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such
Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:


 


Section 4.1.         Representations
and Warranties.


 


(a)          Representations
and Warranties of the Company. The representations and warranties of the Company in this Agreement shall be correct (1) in
all respects on the Execution Date and (2) in all respects in the case of representations and warranties containing qualifications
as to materiality, and in all material respects in the case of representations and warranties not containing qualifications as
to materiality, on the date of the Closing.


 


(b)          Representations
and Warranties of each Subsidiary Guarantor. The representations and warranties of each Subsidiary Guarantor in the Subsidiary
Guaranty Agreement shall be correct in all respects on the date of the Closing.


 


Section 4.2.         Performance;
No Default.  The Company and each Subsidiary Guarantor shall have performed and complied with all agreements and conditions
contained in this Agreement and the Subsidiary Guaranty Agreement required to be performed or complied with by it prior to or at
the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as
contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any
Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section
10 had such Section applied since such date.


 


Section 4.3.         Compliance
Certificates.


 


(a)          Officer’s
Certificate of the Company. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date
of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.


 




    	 	-2-	 



     


    

 


(b)          Secretary’s
Certificate of the Company. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant
Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and other corporate proceedings
relating to the authorization, execution and delivery of the Notes and this Agreement and (2) the Company’s organizational
documents as then in effect.


 


(c)          Officer’s
Certificate of each Subsidiary Guarantor. Each Subsidiary Guarantor shall have delivered to such Purchaser an Officer’s
Certificate, dated the date of the Closing, certifying as to such Subsidiary Guarantor that the conditions specified in Sections
4.1(b), 4.2 and 4.9 have been fulfilled.


 


(d)          Secretary’s
Certificate of each Subsidiary Guarantor. Each Subsidiary Guarantor shall have delivered to such Purchaser a certificate of
its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (1) the resolutions attached thereto and
other corporate proceedings relating to the authorization, execution and delivery of the Subsidiary Guaranty Agreement and (2)
such Subsidiary Guarantor’s organizational documents as then in effect.


 


Section 4.4.        Opinions
of Counsel.  Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date
of the Closing (a) from (1) Dorsey & Whitney LLP, special counsel for the Company and the Subsidiary Guarantors, and (2) the
General Counsel of the Company, substantially in the respective forms set forth in Schedule 4.4(a)(1) and 4.4(a)(2) and covering
such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and
the Company hereby instructs its special counsel and General Counsel to deliver such opinion to the Purchasers) and (b) from Schiff
Hardin LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in
Schedule 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.


 


Section 4.5.         Purchase
Permitted By Applicable Law, Etc.  On the date of the Closing, such Purchaser’s purchase of Notes shall (a) be permitted
by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section
1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character
of the particular investment, (b) not violate any applicable law or regulation (including Regulation T, U or X of the Board of
Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant
to any applicable law or regulation, which law or regulation was not in effect on the Execution Date. If requested by such Purchaser,
such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably
specify to enable such Purchaser to determine whether such purchase is so permitted.


 


Section 4.6.         Sale
of Other Notes.  Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser
shall purchase the Notes to be purchased by it at the Closing as specified in the Purchaser Schedule.


 




    	 	-3-	 



     


    

 


Section 4.7.         Payment
of Special Counsel Fees.  Without limiting Section 15.1, the Company shall have paid on or before the Execution Date and the
date of the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4(b)
to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to such date.


 


Section 4.8.         Private
Placement Number.  A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with
the SVO) shall have been obtained for the Notes.


 


Section 4.9.         Changes
in Corporate Structure; Change in Control.  Neither the Company nor any Subsidiary Guarantor shall have changed its jurisdiction
of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial
part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to
in Schedule 5.5. No Change in Control shall have occurred.


 


Section 4.10.       Funding
Instructions.  At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions
signed by a Responsible Officer of the Company on letterhead of the Company directing the manner of the payment of the purchase
price for the Notes and setting forth (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number
and (c) the account name and number into which the purchase price for the Notes is to be deposited.


 


Section 4.11.       Subsidiary
Guaranty Agreement.  Such Purchaser shall have received a copy of the Subsidiary Guaranty Agreement which shall have been duly
authorized, executed and delivered by each Person then required to be a Subsidiary Guarantor.


 


Section 4.12.      Proceedings
and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all
documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel,
and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such
documents as such Purchaser or such special counsel may reasonably request.


 


Section
5.    Representations
and Warranties of the Company.


 


The Company represents
and warrants to each Purchaser that:


 


Section 5.1.          Organization;
Power and Authority.


 


(a)          The
Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation,
and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required
by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to
own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes
to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.


 




    	 	-4-	 



     


    

  


(b)          Each
Subsidiary Guarantor is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing
under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where
applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. Each Subsidiary Guarantor has the corporate or other power and authority to own or hold under
lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact
and to execute and deliver the Subsidiary Guaranty Agreement and to perform the provisions thereof.


 


Section 5.2.         Authorization,
Etc.


 


(a)          This
Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement
constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and
(2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


(b)          The
Subsidiary Guaranty Agreement has been duly authorized by all necessary corporate or other action on the part of each Subsidiary
Guarantor, and the Subsidiary Guaranty Agreement constitutes a legal, valid and binding obligation of each Subsidiary Guarantor
enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (1)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).


 


Section 5.3.         Disclosure.  The Company, through its agents, Bank of America Merrill Lynch Incorporated and US Bancorp. Investments, Inc., has delivered to
each Purchaser a copy of a Private Placement Memorandum, dated August 2016 (the “Memorandum”), relating to the
transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business
and principal properties of the Company and its Subsidiaries. This Agreement, the Memorandum (but as to information incorporated
by reference therein, only such information to the extent that it relates to the Company and its Subsidiaries), the financial statements
listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company
prior to September 2, 2016 in connection with the transactions contemplated hereby and identified in Schedule 5.3 (this Agreement,
the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser being
referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement
of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances
under which they were made; provided that, with respect to projected and pro forma financial information contained in the
Disclosure Documents, the Company represents only that such information was prepared in good faith based upon estimates and assumptions
believed by the Company to be reasonable at the time made, it being recognized by the Purchasers that such projections as to future
events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ
from the projected results. Except as disclosed in the Disclosure Documents, since December 31, 2015, there has been no change
in the financial condition, operations, business or properties of the Company or any Subsidiary except changes that would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company
that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.


 




    	 	-5-	 



     


    

  


Section 5.4.         Organization
and Ownership of Shares of Subsidiaries.


 


(a)          Schedule
5.4 contains (except as noted therein) complete and correct lists of (1) the Company’s Subsidiaries, showing, as to each
Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock
or similar equity interests outstanding owned by the Company and each other Subsidiary and whether such Subsidiary is a Subsidiary
Guarantor and/or a Material Subsidiary and (2) the Company’s directors and senior officers.


 


(b)          All
of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned
by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or
another Subsidiary free and clear of any Lien that is prohibited by this Agreement.


 


(c)          Each
Subsidiary identified in Schedule 5.4 (other than the Subsidiary Guarantors) is a corporation or other legal entity duly organized,
validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified
as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification
is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other
power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business
it transacts and proposes to transact.


 


(d)          No
Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule
5.4, customary limitations imposed by corporate law or similar statutes and limitations imposed on OTPC as a regulated utility)
restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to
the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.


 




    	 	-6-	 



     


    

  


Section 5.5.         Financial
Statements; Material Liabilities.  The Company has delivered to each Purchaser copies of the consolidated financial statements
of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related
schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries
as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective
periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except
as set forth in the notes thereto (subject, in the case of any interim financial statements, to the absence of footnotes and normal
year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure
Documents.


 


Section 5.6.         Compliance
with Laws, Other Instruments, Etc.  The execution, delivery and performance by (a) the Company of this Agreement and the Notes
and (b) each Subsidiary Guarantor of the Subsidiary Guaranty Agreement will not (1) contravene, result in any breach of, or constitute
a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement
or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary
or any of their respective properties may be bound or affected, (2) conflict with or result in a breach of any of the terms, conditions
or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company
or any Subsidiary or (3) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable
to the Company or any Subsidiary.


 


Section 5.7.         Governmental
Authorizations, Etc.  Except for the filing of a Form 8-K and other notice filings by the Company with the SEC, no consent,
approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection
with the execution, delivery or performance by (a) the Company of this Agreement or the Notes or (b) any Subsidiary Guarantor of
the Subsidiary Guaranty Agreement.


 


Section 5.8.         Litigation;
Observance of Agreements, Statutes and Orders.


 


(a)          There
are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against the Company or any Material
Subsidiary or directly affecting any property of the Company or any Material Subsidiary in any court or before any arbitrator of
any kind or before or by any Governmental Authority that would, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. To the knowledge of the Company, there are no investigations pending or threatened against the Company
or any Material Subsidiary by any Governmental Authority that would, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


 




    	 	-7-	 



     


    

  


(b)          Neither
the Company nor any Material Subsidiary is (1) in default under any agreement or instrument to which it is a party or by which
it is bound, (2) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental
Authority or (3) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental
Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation
would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 5.9.         Taxes.  The Company and its Subsidiaries have filed, or the Company has filed on behalf of its Subsidiaries pursuant to a tax sharing agreement,
all income and other material tax returns that are required to have been filed in any jurisdiction (“Tax Returns”).
The Company and its Subsidiaries have paid, or the Company has paid on behalf of its Subsidiaries pursuant to a tax sharing agreement,
all taxes shown to be due and payable on the Tax Returns and all other taxes and assessments levied upon them or their properties,
assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (a) the amount of which, individually or in the aggregate, is not Material or
(b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with
respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The
Company knows of no basis for any other tax or assessment that would, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect
of U.S. federal, state or other taxes for all fiscal periods are adequate. The U.S. federal income tax liabilities of the Company
and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run)
for all fiscal years up to and including the fiscal year ended December 31, 2012.


 


Section 5.10.       Title
to Property; Leases.  The Company and its Material Subsidiaries have good and marketable title to their respective properties
that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance
sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Material Subsidiary after such date (except
as sold or otherwise disposed of in the ordinary course of business), except for those defects in title that, individually or in
the aggregate, would not have a Material Adverse Effect and, in each case, free and clear of Liens prohibited by this Agreement.
All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all
material respects.


 


Section 5.11.       Licenses,
Permits, Etc.


 


(a)          The
Company and its Material Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary
software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others.


 


(b)          To
the best knowledge of the Company, no product or service of the Company or any of its Material Subsidiaries infringes in any material
respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade
name or other right owned by any other Person.


 




    	 	-8-	 



     


    

  


(c)          To
the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Material
Subsidiaries with respect to any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned or used by the Company or any of its Material Subsidiaries.


 


Section 5.12.       Compliance
with Employee Benefit Plans.


 


(a)          The
Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred 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 (as defined in section 3 of ERISA),
and no event, transaction or condition has occurred or exists that would, individually or in the aggregate, reasonably be expected
to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any
of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or
to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of
ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens
as would not be individually or in the aggregate Material.


 


(b)          The
present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the
end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes
in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities by an amount in the case of any single Plan or in the aggregate for all Plans that would
reasonably be expected to result in a Material Adverse Effect. The term “benefit liabilities” has the meaning
specified in section 4001 of ERISA and the terms “current value” and “present value” have
the meaning specified in section 3 of ERISA.


 


(c)          The
Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities)
under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would reasonably be
expected to result in a Material Adverse Effect.


 


(d)          The
expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year
in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities
attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is less than an
amount that would reasonably be expected to result in a Material Adverse Effect.


 




    	 	-9-	 



     


    

  


(e)          The
execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that
is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D)
of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance
upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used
to pay the purchase price of the Notes to be purchased by such Purchaser.


 


(f)          The
Company and its Subsidiaries do not have any Non-U.S. Plans.


 


Section 5.13.       Private
Offering by the Company.  Neither the Company nor anyone acting on its behalf has offered the Notes, the Subsidiary Guaranty
Agreement or any similar Securities for sale to, or solicited any offer to buy the Notes, the Subsidiary Guaranty Agreement or
any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than not more than
15 Institutional Investors (including the Purchasers), each of which has been offered the Notes and the Subsidiary Guaranty Agreement
at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that
would subject the issuance or sale of the Notes or the execution and delivery of the Subsidiary Guaranty Agreement to the registration
requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable
jurisdiction.


 


Section 5.14.       Use
of Proceeds; Margin Regulations.  The Company will apply the proceeds of the sale of the Notes hereunder as set forth in the
Memorandum. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose
of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the
Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation
T of said Board (12 CFR 220). Margin stock does not constitute more than 25% of the value of the consolidated assets of the Company
and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the
value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying”
shall have the meanings assigned to them in said Regulation U.


 


Section 5.15.       Existing
Indebtedness; Future Liens.


 


(a)          Except
as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its
Subsidiaries as of June 30, 2016 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral
therefor and any Guaranty thereof), since which date there has been no Material change in the amounts, interest rates, sinking
funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Material
Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness
of the Company or such Material Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or
any Material Subsidiary the outstanding principal amount of which exceeds $1,000,000 that would permit (or that with notice or
the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated
maturity or before its regularly scheduled dates of payment.


 




    	 	-10-	 



     


    

  


(b)          Except
as disclosed in Schedule 5.15, neither the Company nor any Material Subsidiary has agreed or consented to cause or permit any of
its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit
in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired,
to be subject to a Lien that secures Indebtedness, not permitted by Section 10.4.


 


(c)          Neither
the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness
of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or any other organizational
document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company or any
Subsidiary Guarantor, except as disclosed in Schedule 5.15.


 


Section 5.16.       Foreign
Assets Control Regulations, Etc.


 


(a)          Neither
the Company nor any Controlled Entity (1) is a Blocked Person, (2) has been notified that its name appears or may in the future
appear on a State Sanctions List or (3) is a target of sanctions that have been imposed by the United Nations or the European Union.


 


(b)          Neither
the Company nor any Controlled Entity (1) has violated, been found in violation of, or been charged or convicted under, any applicable
U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (2) to the Company’s knowledge, is under
investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws
or Anti-Corruption Laws.


 


(c)          No
part of the proceeds from the sale of the Notes hereunder:


 


(1)         constitutes
or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity,
directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (ii)
for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (iii) otherwise in violation
of any U.S. Economic Sanctions Laws;


 


(2)         will
be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering
Laws; or


 




    	 	-11-	 



     


    

  


(3)         will
be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official
or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would
be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.


 


(d)          The
Company has established procedures and controls which it reasonably believes (in light of the nature of the Company’s and
the Controlled Entities’ businesses) are adequate (and otherwise comply with applicable law) to ensure that the Company and
each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering
Laws and Anti-Corruption Laws.


 


Section 5.17.       Status
under Certain Statutes.  Except as set forth in the following sentence, neither the Company nor any Subsidiary is subject to
regulation under the Investment Company Act of 1940, the Public Utility Holding Company Act of 2005, the ICC Termination Act of
1995, or the Federal Power Act. The Company and OTPC are subject to regulation under the Public Utility Holding Company Act of
2005, and OTPC is subject to regulation under the Federal Power Act.


 


Section 5.18.       Environmental
Matters.


 


(a)          Neither
the Company nor any Material Subsidiary has knowledge of any claim or has received any notice of any claim and no proceeding has
been instituted asserting any claim against the Company or any of its Material Subsidiaries or any of their respective real properties
or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of
any Environmental Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.


 


(b)          Neither
the Company nor any Material Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation
of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(c)          Neither
the Company nor any Material Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or
operated by any of them in a manner which is contrary to any Environmental Law that would, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 


(d)          Neither
the Company nor any Material Subsidiary has disposed of any Hazardous Materials in a manner which is contrary to any Environmental
Law that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 




    	 	-12-	 



     


    

  


(e)          All
buildings on all real properties now owned, leased or operated by the Company or any Material Subsidiary are in compliance with
applicable Environmental Laws, except where failure to comply would not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect.


 


Section 5.19.      Partnerships
and Joint Ventures.  Schedule 5.19 sets forth as of June 30, 2019 a list of all partnerships or joint ventures in which the
Company or any Material Subsidiary (other than OTPC) is a partner (limited or general) or joint venturer. In the ordinary course
of business, OTPC has entered into contractual arrangements with other regional utilities providing for ownership interests (both
as tenants-in common and discretely) in transmission and generation assets.


 


Section 5.20.       Ranking
of Obligations.


 


(a)          The
Notes are senior unsecured Indebtedness of the Company, and are pari passu and of equal rank and seniority with all other
senior unsecured Indebtedness of the Company.


 


(b)          The
obligations of each Subsidiary Guarantor under the Subsidiary Guaranty Agreement constitute senior unsecured Indebtedness of such
Subsidiary Guarantor, and are pari passu and of equal rank and seniority with all other senior unsecured Indebtedness of
such Subsidiary Guarantor.


 


Section
6.    Representations
of the Purchasers.


 


Section 6.1.         Purchase
for Investment.  Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more
separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to
the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be
within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities
Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration
is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the
Company is not required to register the Notes.


 


Section 6.2.         Accredited
Investor.  Each Purchaser severally represents that it is an “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act) acting for its own account (and not for the account of others) or as
a fiduciary or agent for others (which others are also “accredited investors”). Each Purchaser further severally represents
that such Purchaser has had the opportunity to ask questions of the Company and received answers concerning the terms and conditions
of the sale of the Notes.


 


Section 6.3.         Source
of Funds.  Each Purchaser severally represents that at least one of the following statements is an accurate representation
as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes
to be purchased by such Purchaser hereunder:


 




    	 	-13-	 



     


    

  


(a)          the
Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s
Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined
by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for
the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and
liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same
employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed
10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus
as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or


 


(b)          the
Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations
under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by
the investment performance of the separate account; or


 


(c)          the
Source is either (1) an insurance company pooled separate account, within the meaning of PTE 90-1 or (2) a bank collective investment
fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns
more than 10% of all assets allocated to such pooled separate account or collective investment fund; or


 


(d)          the
Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM
Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning
of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent
more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause
the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (1) the identity
of such QPAM and (2) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets
of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part
VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such
investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or


 


(e)          the
Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”))
managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption),
the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling or controlled
by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest
in the Company and (1) the identity of such INHAM and (2) the name(s) of the employee benefit plan(s) whose assets constitute the
Source have been disclosed to the Company in writing pursuant to this clause (e); or


 




    	 	-14-	 



     


    

  


(f)           the
Source is a governmental plan; or


 


(g)          the
Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to this clause (g); or


 


(h)          the
Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.


 


As used in this Section 6.2, the terms
“employee benefit plan,” “governmental plan,” and “separate account” shall have
the respective meanings assigned to such terms in section 3 of ERISA.


 


Section
7.    Information
as to Company.


 


Section 7.1.         Financial
and Business Information.  The Company shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:


 


(a)          Quarterly
Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable
to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless
of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required
to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under
any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly
fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), copies
of,


 


(2)         a
consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and


 


(3)         consolidated
statements of income, changes in shareholders’ equity, if then prepared, and cash flows of the Company and its Subsidiaries,
for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,


 


setting forth in each case in
comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Company as
fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations
and cash flows, subject to changes resulting from year-end adjustments;


 




    	 	-15-	 



     


    

  


(b)          Annual
Statements — within 120 days (or such shorter period as is the earlier of (x) 30 days greater than the period applicable
to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of
whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required
to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under
any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year
of the Company, copies of,


 


(1)         a
consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and


 


(2)         consolidated
statements of income, changes in shareholders’ equity, if then prepared, and cash flows of the Company and its Subsidiaries
for such year,


 


setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied
by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification
or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national
standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position
of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP,
and that the examination of such accountants in connection with such financial statements has been made in accordance with generally
accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;


 


(c)          SEC
and Other Reports — promptly upon their becoming available, one copy of (1) each financial statement, report, notice,
proxy statement or similar document sent by the Company or any Material Subsidiary (x) to its creditors under any Material Credit
Facility (excluding information sent to such creditors in the ordinary course of administration of a credit facility, such as information
relating to pricing and borrowing availability) or (y) to its public Securities holders generally, and (2) each regular or periodic
report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), and each final
prospectus and all amendments thereto filed by the Company or any Material Subsidiary with the SEC;


 


(d)          Notice
of Default or Event of Default — promptly, and in any event within 5 days after a Responsible Officer becoming aware
of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to
a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the
type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company
is taking or proposes to take with respect thereto;


 




    	 	-16-	 



     


    

  


(e)          Employee
Benefits Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the
following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes
to take with respect thereto:


 


(1)         with
respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice
thereof has not been waived pursuant to such regulations as in effect on the Execution Date;


 


(2)         the
taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any
ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer
Plan;


 


(3)         any
event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition
of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA
or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then
existing, could reasonably be expected to have a Material Adverse Effect; or


 


(4)         receipt
of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability,
whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;


 


(f)           Notices
— to the extent not included by the Company as part of a filing on Form 8-K with the SEC or otherwise publicly disclosed,
(1) promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Material Subsidiary
from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably
be expected to have a Material Adverse Effect, (2) promptly upon becoming aware of the occurrence thereof, notice of the institution
of any litigation, arbitration or governmental proceeding, or the rendering of a judgment or decision in such litigation or proceeding,
which is Material, and the steps being taken by the Person(s) affected by such proceeding, and (3) promptly upon becoming aware
of the occurrence thereof, notice of any violation as to any environmental matter by the Company or any of its Material Subsidiaries
and of the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters in which
such violation or an adverse determination or result in such proceeding would reasonably be expected to have a Material Adverse
Effect;


 




    	 	-17-	 



     


    

  


(g)          Resignation
or Replacement of Independent Auditors — within 10 days following the date on which the Company’s independent auditors
resign or the Company elects to change auditors, as the case may be, notification thereof, together with such further information
as the Required Holders may reasonably request; and


 


(h)          Requested
Information — with reasonable promptness, such other data and information relating to the business, operations, affairs,
financial condition, assets or properties of the Company or any of its Subsidiaries (including actual copies of the Company’s
Form 10-Q and Form 10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as
from time to time may be reasonably requested by any such Purchaser or holder of a Note.


 


Section 7.2.         Officer’s
Certificate.  Each set of financial statements delivered to a Purchaser or a holder of a Note pursuant to Section 7.1(a) or
Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer of the Company:


 


(a)          Covenant
Compliance — setting forth the information (including detailed calculations) required in order to establish whether the
Company was in compliance with the requirements of Sections 10.5, 10.7 and 10.8, during the quarterly or annual period covered
by the financial statements then being furnished (including with respect to each such Section, where applicable, the calculations
of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the
calculation of the amount, ratio or percentage then in existence). In the event that the Company or any Subsidiary has made an
election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance
with this Agreement pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s
certificate as to such period shall include a reconciliation from GAAP with respect to such election;


 


(b)          Event
of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused
to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from
the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and
that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default
or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from
the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence
thereof and what action the Company shall have taken or proposes to take with respect thereto; and


 


(c)          Subsidiary
Guarantors – certifying that each Subsidiary that is required to be a Subsidiary Guarantor pursuant to Section 9.9 is
a Subsidiary Guarantor as of the date of such certificate of such Senior Financial Officer.


 


Section 7.3.         Visitation.  The Company shall permit the representatives of each Purchaser and each holder of a Note that is an Institutional Investor:


 




    	 	-18-	 



     


    

  


(a)          No
Default — if no Default or Event of Default then exists, at the expense of such Purchaser or holder and upon reasonable
prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts
of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will
not be unreasonably withheld) to visit the other offices and properties of the Company and each Material Subsidiary, all at such
reasonable times and as often as may be reasonably requested in writing; and


 


(b)          Default
— if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or
properties of the Company or any Material Subsidiary, to examine all their respective books of account, records, reports and other
papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective
officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs,
finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.


 


Section 7.4.         Electronic
Delivery.  Financial statements, opinions of independent certified public accountants, other information and Officer’s
Certificates that are required to be delivered by the Company pursuant to Section 7.1(a), (b), (c) or (g) and Section 7.2 shall
be deemed to have been delivered if the Company satisfies any of the following requirements with respect thereto:


 


(a)          such
financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the
requirements of Section 7.2 and/or any other information required under Section 7.1(c) or (g) are delivered to each Purchaser and
each holder of a Note by e-mail at the e-mail address set forth in such Purchaser’s or such holder’s Purchaser Schedule
or as communicated from time to time in a separate writing delivered to the Company;


 


(b)          the
Company shall have timely filed its Form 10-Q or Form 10-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as
the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate satisfying the
requirements of Section 7.2 available on its home page on the internet, which is located at www.ottertail.com as of the Execution
Date;


 


(c)          such
financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate satisfying
the requirements of Section 7.2 and/or any other information required under Section 7.1(c) or (g) are timely posted by or on behalf
of the Company on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access;
or


 


(d)          the
Company shall have timely filed any of the items referred to in Section 7.1(c) or (g) with the SEC on EDGAR and shall have made
such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser
and each holder of Notes has free access;


 




    	 	-19-	 



     


    

  


provided however, that in no case
shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or
other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further,
that in the case of any of clauses (b), (c) or (d), the Company shall have given each Purchaser and each holder of a Note prior
written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery,
provided further, that upon request of any Purchaser or any holder to receive paper copies of such forms, financial statements,
other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver
such paper copies, as the case may be, to such Purchaser or holder.


 


Section
8.    Payment and
Prepayment of the Notes.


 


Section 8.1.         Maturity.  As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.


 


Section 8.2.         Optional
Prepayments with Make-Whole Amount.  The Company may, at its option, upon notice as provided below, prepay at any time all,
or from time to time any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then
outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined
for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each
optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment
unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify
such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal
amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid
on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior
Financial Officer of the Company as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if
the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior
to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer of the Company
specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Notwithstanding the foregoing, so long
as no Default or Event of Default shall then exist, any prepayment made by the Company pursuant to this Section 8.2 of all of the
Notes then outstanding on or after September 15, 2026 shall be made at 100% of the principal so prepaid, but without any Make-Whole
Amount.


 


Section 8.3.         Allocation
of Partial Prepayments.  In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of
the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable,
to the respective unpaid principal amounts thereof not theretofore called for prepayment.


 




    	 	-20-	 



     


    

  


Section 8.4.         Maturity;
Surrender, Etc.  In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each
Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company
shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid,
interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and
cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.


 


Section 8.5.         Purchase
of Notes.  The Company will not, and will not permit any Affiliate Controlled by the Company to, purchase, redeem, prepay or
otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes
in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an
Affiliate Controlled by the Company pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions.
Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to
such offer, and shall remain open for at least 10 Business Days. If the holders of more than 25% of the principal amount of the
Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration
date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining
holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes
acquired by it or any Affiliate Controlled by the Company pursuant to any payment, prepayment or purchase of Notes pursuant to
this Agreement and no Notes may be issued in substitution or exchange for any such Notes.


 


Section 8.6.         Make-Whole
Amount.


 


The term “Make-Whole
Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided
that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings:


 


“Called Principal”
means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared
to be immediately due and payable pursuant to Section 12.1, as the context requires.


 


“Discounted
Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis
as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.


 




    	 	-21-	 



     


    

  


“Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity
implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display
as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities
(“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement
Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such
implied yield to maturity will be determined by (1) converting U.S. Treasury bill quotations to bond equivalent yields in accordance
with accepted financial practice and (2) interpolating linearly between the “Ask Yields” Reported for the applicable
most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (i) closest to and greater than such
Remaining Average Life and (ii) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to
the number of decimal places as appears in the interest rate of the applicable Note.


 


If such yields are
not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment
Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity
implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported
as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical
Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining
Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a
term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between
(A) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (B)
the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment
Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.


 


“Remaining
Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (a) such Called Principal
into (b) the sum of the products obtained by multiplying (1) the principal component of each Remaining Scheduled Payment with respect
to such Called Principal by (2) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months
and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the
scheduled due date of such Remaining Scheduled Payment.


 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and
interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest
payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced
by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2
or Section 12.1.


 


“Settlement
Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context
requires.


 




    	 	-22-	 



     


    

  


Section 8.7.         Offer
to Prepay Notes in the Event of a Change in Control.


 


(a)          Notice
of Change in Control. The Company will, not more than 10 days after any Responsible Officer thereof has knowledge of the occurrence
of any Change in Control, give written notice of such Change in Control (a “Change in Control Notice”) to each
holder of Notes. Each Change in Control Notice shall contain and constitute an offer by the Company to prepay the Notes as described
in Section 8.7(b) and shall be accompanied by the certificate described in Section 8.7(f).


 


(b)          Offer
to Prepay Notes. The offer to prepay Notes contemplated by Section 8.7(a) shall be an offer to prepay, in accordance with and
subject to this Section 8.7, all, but not less than all, Notes held by each holder on a date specified in such offer (the “Change
in Control Proposed Prepayment Date”), which date shall be a Business Day not less than 30 days and not more than 60
days after the date of such offer (or if the Change in Control Proposed Prepayment Date shall not be specified in such offer, the
Change in Control Proposed Prepayment Date shall be the Business Day nearest to the 30th day after the date of such offer).


 


(c)          Acceptance;
Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to this Section 8.7 by causing a notice
of such acceptance or rejection to be delivered to the Company no fewer than 10 days prior to the Change in Control Proposed Prepayment
Date. A failure by a holder of Notes to so respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute
a rejection of such offer by such holder.


 


(d)          Prepayment.
Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together
with accrued and unpaid interest on such Notes accrued to the date of prepayment but without any Make-Whole Amount. The prepayment
shall be made on the Change in Control Proposed Prepayment Date, except as provided by Section 8.7(e).


 


(e)          Deferral
Pending Change in Control. If the Change in Control Notice is delivered prior to the occurrence of the Change in Control, the
obligation of the Company to prepay Notes pursuant to the offers required by Section 8.7(b) and accepted in accordance with Section
8.7(c) is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made.
In the event that such Change in Control does not occur on the Change in Control Proposed Prepayment Date in respect thereof, the
prepayment shall be deferred until, and shall be made on the date on which, such Change in Control occurs. The Company shall keep
each holder of Notes reasonably and timely informed of (1) any such deferral of the date of prepayment, (2) the date on which such
Change in Control and the prepayment are expected to occur and (3) any determination by the Company that efforts to effect such
Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in
respect of such Change in Control automatically shall be deemed rescinded without penalty or other liability).


 




    	 	-23-	 



     


    

  


(f)           Officer’s
Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by
a Senior Financial Officer of the Company and dated the date of such offer, specifying (1) the Change in Control Proposed Prepayment
Date, (2) that such offer is made pursuant to this Section 8.7 and that failure by a holder to respond to such offer by the deadline
established in Section 8.7(c) shall result in such offer to such holder being deemed rejected, (3) the principal amount of each
Note offered to be prepaid, (4) the interest that would be due on each Note offered to be prepaid, accrued to the Change in Control
Proposed Prepayment Date, (5) that the conditions of this Section 8.7 required to be fulfilled prior to the giving of the Change
in Control Notice have been fulfilled and (6) in reasonable detail, the general nature and date of the Change in Control.


 


(g)          Change
in Control. “Change in Control” means any person or group (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act) that owned less than 5% of the shares of any voting class of the Company on the Execution Date shall
have acquired more than 25% of the shares of such voting stock.


 


Section 8.8.         Offer
to Prepay Notes upon Sale of Assets.


 


(a)          Notice
and Offer. In the event of a sale, lease or other disposition of a “substantial part” of the assets of the Company
and its Subsidiaries where the Company has elected to apply the net proceeds of such sale, lease or other disposition pursuant
to Section 10.5(b), the Company shall, no later than the 305th day following the date of such sale, lease or other
disposition, give written notice of such event (a “Sale of Assets Prepayment Event”) to each holder of Notes.
Such notice shall contain, and shall constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held by such holder
on the date specified in such notice (the “Sale of Assets Prepayment Date”) which date shall be a Business Day
not less than 30 days and not more than 60 days after such notice.


 


(b)          Acceptance
and Payment. A holder of Notes may accept or reject the offer to prepay pursuant to this Section 8.8 by causing a notice of
such acceptance or rejection to be delivered to the Company at least 10 days prior to the Sale of Assets Prepayment Date. A failure
by a holder of the Notes to respond to an offer to prepay made pursuant to this Section 8.8 shall be deemed to constitute a rejection
of such offer by such holder. If so accepted, such offered prepayment in respect of the Ratable Portion of the Notes of each holder
that has accepted such offer shall be due and payable on the Sale of Assets Prepayment Date. Such offered prepayment shall be made
at 100% of the aggregate Ratable Portion of the Notes of each holder that has accepted such offer, together with interest on that
portion of the Notes then being prepaid accrued to the Sale of Assets Prepayment Date but without any Make-Whole Amount.


 




    	 	-24-	 



     


    

  


(c)          Officer’s
Certificate. Each offer to prepay the Notes pursuant to this Section 8.8 shall be accompanied by a certificate, executed by
a Senior Financial Officer of the Company and dated the date of such offer, specifying: (1) the Sale of Assets Prepayment Date;
(2) that such offer is being made pursuant to this Section 8.8 and that the failure by a holder to respond to such offer by the
deadline established in Section 8.8(b) shall result in such offer to such holder being deemed rejected; (3) the Ratable Portion
of each such Note offered to be prepaid; (4) the interest that would be due on the Ratable Portion of each such Note offered to
be prepaid, accrued to the Sale of Assets Prepayment Date; (5) that the conditions of this Section 8.8 have been satisfied and
(6) in reasonable detail, a description of the nature and date of the Sale of Assets Prepayment Event giving rise to such offer
of prepayment.


 


Section 8.9.         Payments
Due on Non-Business Days.  Anything in this Agreement or the Notes to the contrary notwithstanding, (a) except as set
forth in clause (b), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such
next succeeding Business Day; and (b) any payment of principal of or Make-Whole Amount on any Note (including principal due on
the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business
Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.


 


Section
9.    Affirmative
Covenants.


 


From the Execution
Date until the Closing, so long as any of the Notes are outstanding the Company covenants:


 


Section 9.1.         Compliance
with Laws.  Without limiting Section 10.3, the Company will, and will cause each of its Subsidiaries to, comply with all laws,
ordinances or governmental rules or regulations to which each of them is subject (including ERISA, Environmental Laws, the USA
PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective
properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance
with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


 


Section 9.2.         Insurance.  The Company will, and will cause each of its Material Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types,
on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained
with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business
and similarly situated.


 


Section 9.3.         Maintenance
of Properties.  The Company will, and will cause each of its Material Subsidiaries to, maintain and keep, or cause to be maintained
and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that
the business carried on in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall
not prevent the Company or any Material Subsidiary from discontinuing the operation and the maintenance of any of its properties
if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




    	 	-25-	 



     


    

  


Section 9.4.         Payment
of Taxes and Claims.  The Company will, and will cause each of its Subsidiaries to, or will on behalf of each of its Subsidiaries
pursuant to a tax sharing agreement, file all Tax Returns and to pay and discharge all taxes shown to be due and payable on such
Tax Returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets,
income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims
for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary,
provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (a) the
amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on
the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes, assessments, charges, levies and claims would
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


Section 9.5.         Corporate
Existence, Etc.  Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force
and effect and its qualification to transact business in each jurisdiction in which the character of the properties owned, leased
or operated by it or the business conducted by it makes such qualification necessary. Subject to Sections 10.2 and 10.5, the Company
will at all times preserve and keep in full force and effect the corporate existence of each of its Material Subsidiaries and all
rights and franchises of the Company and its Material Subsidiaries unless, in the good faith judgment of the Company, the termination
of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually
or in the aggregate, have a Material Adverse Effect; provided that the Company may cause any Material Subsidiary that has
substantially no assets, revenues or operations to be dissolved.


 


Section 9.6.         Books
and Records.  The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and accounts in
conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over
the Company or such Subsidiary, as the case may be. The Company will, and will cause each of its Subsidiaries to, keep books, records
and accounts which, in reasonable detail, accurately reflect all material transactions and dispositions of assets. The Company
and its Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their
respective books, records, and accounts accurately reflect all material transactions and dispositions of assets and the Company
will, and will cause each of its Subsidiaries to, continue to maintain such system.


 




    	 	-26-	 



     


    

  


Section 9.7.         Ranking
of Obligations.


 


(a)          The
Company will take all actions necessary to assure that the Notes are senior unsecured Indebtedness of the Company, and are and
remain pari passu and of equal rank and seniority with all other senior unsecured Indebtedness of the Company.


 


(b)          The
Company will take all actions necessary to assure that the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty
Agreement are senior unsecured Indebtedness of such Subsidiary Guarantor, and are and remain pari passu and of equal rank
and seniority with all other senior unsecured Indebtedness of such Subsidiary Guarantor.


 


Section 9.8.         Ownership
of Certain Subsidiaries.  The Company will at all times own, directly or indirectly, all of the voting stock of OTPC and Varistar
Corporation.


 


Section 9.9.         Subsidiary
Guarantors.  The Company will cause each Subsidiary that (x) becomes a Material Subsidiary (other than OTPC, a Subsidiary of
OTPC or a Material Subsidiary that is a Controlled Foreign Corporation unless OTPC, such Subsidiary of OTPC or such Controlled
Foreign Corporation guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or
otherwise, for or in respect of any Indebtedness under any Material Credit Facility) to, within 30 days thereof, or (y) guarantees
or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect
of any Indebtedness under any Material Credit Facility to, concurrently therewith:


 


(a)          execute
a supplement to the Subsidiary Guaranty Agreement in the form of Exhibit A thereto (a “Subsidiary Guaranty Supplement”);
and


 


(b)          deliver
the following to each holder of a Note:


 


(1)         an
executed counterpart of such Subsidiary Guaranty Supplement;


 


(2)         a
certificate signed by an authorized Responsible Officer of such Subsidiary containing representations and warranties on behalf
of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.1(b), 5.2(b), 5.6(b), 5.7(b) and
5.20(b) of this Agreement (but with respect to such Subsidiary, such Subsidiary Guaranty Supplement and the Subsidiary Guaranty
Agreement);


 


(3)         all
documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where
applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of
the execution and delivery of such Subsidiary Guaranty Supplement and the performance by such Subsidiary of its obligations thereunder
and under the Subsidiary Guaranty Agreement; and


 


(4)         an
opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary, such Subsidiary
Guaranty Supplement and the Subsidiary Guaranty Agreement as the Required Holders may reasonably request.


 




    	 	-27-	 



     


    

  


(c)          At
the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that is a party to the Subsidiary
Guaranty Agreement as a result of clause (y) only of the introductory paragraph of this Section 9.9 may be discharged from all
of its obligations and liabilities under the Subsidiary Guaranty Agreement and shall be automatically released from its obligations
thereunder without the need for the execution or delivery of any other document by the holders, provided that (1) if such
Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Credit Facility, then such Subsidiary
Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary
Guarantor under the Subsidiary Guaranty Agreement) under such Material Credit Facility, (2) at the time of, and after giving effect
to, such release and discharge, no Default or Event of Default shall be existing, (3) no amount is then due and payable under the
Subsidiary Guaranty Agreement, (4) if in connection with such Subsidiary Guarantor being released and discharged under any Material
Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Material Credit Facility
for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (5)
each holder shall have received a certificate of a Responsible Officer of the Company certifying as to the matters set forth in
clauses (1) through (4).


 


Although it will not
be a Default or an Event of Default if the Company fails to comply with any provision of Section 9 on or after the Execution Date
and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date
of Closing that is specified in Section 3.


 


		Section 10.	Negative Covenants.



 


From the Execution
Date until the Closing and thereafter, so long as any of the Notes are outstanding, the Company covenants:


 




    	 	-28-	 



     


    

 


Section 10.1.       Transactions
with Affiliates.  The Company will not, and will not permit any Subsidiary Guarantor to, enter into or be a party to any transaction
or group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of
any service) with any Affiliate, except upon fair and reasonable terms no less favorable to the Company or such Subsidiary Guarantor
than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate, excluding (a) transactions
between the Company and OTPC, a Subsidiary of OTPC or a Subsidiary Guarantor and transactions between Subsidiary Guarantors, (b)
transactions otherwise expressly permitted (or required) with such Affiliates or with Subsidiaries under this Agreement, (c) any
issuance of Securities or other payments, awards or grants in cash, Securities or otherwise pursuant to, or the funding of, employment
arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of the Company
or any Subsidiary Guarantor, (d) loans or advances to employees of the Company or any Subsidiary Guarantor in the ordinary
course of business, (e) the payment of fees, reasonable out-of-pocket costs and indemnities and provision of indemnification to
directors, officers, consultants and employees of the Company or any Subsidiary Guarantor in the ordinary course of business, (f)
any employment agreement, benefit plan or arrangement or any health, disability or similar insurance plan which covers employees,
entered into by the Company or any Subsidiary Guarantor in the ordinary course of business, (g) any subscription agreement
or similar agreement pertaining to the repurchase of equity interests pursuant to put/call rights or similar rights with employees,
officers or directors, (h) payments or loans (or cancellation of loans) to employees that are (1) approved by a majority
of the Board of Directors of the Company in good faith, (2) made in compliance with applicable law and (3) otherwise permitted
under this Agreement, (i) transactions with Wholly-Owned Subsidiaries for the purchase or sale of goods, products, parts and services
entered into in the ordinary course of business in a manner consistent with past practice, (j) transactions between the Company
or any Subsidiary Guarantor and any Person, a director of which is also a director of the Company or a Subsidiary Guarantor, provided,
however, that (l) such director abstains from voting as a director of the Company or such Subsidiary Guarantor on any
matter involving such other Person and (2) such Person is not an Affiliate for any reason other than such director’s acting
in such capacity, (k) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in
the ordinary course of business and in a manner consistent with past practice, (l) intercompany transactions for the purpose of
improving the consolidated tax efficiency of the Company and its Subsidiaries, (m) payments by the Company and its Subsidiaries
pursuant to tax sharing agreements among the Company and its Subsidiaries on customary terms that require each party to make payments
when such taxes are due or refunds received of amounts equal to the income tax liabilities and refunds generated by each such party
calculated on a separate return basis and payments to the party generating tax benefits and credits of amounts equal to the value
of such tax benefits and credits made available to the group by such party, and (n) the payment of fees, expenses, indemnities
or other payments pursuant to the agreements in existence on the Execution Date and set forth on Schedule 10.1 or any amendment
thereto to the extent such an amendment is not adverse to the Purchasers or any other holders of the Notes in any material respect.


 


Section 10.2.       Merger,
Consolidation, Etc.  The Company will not, and will not permit any Subsidiary Guarantor to, merge or consolidate or enter into
an analogous reorganization or transaction with any Person; provided, however, that (a) any Subsidiary Guarantor
may be merged with or liquidated into the Company (if the Company is the surviving corporation) or a Wholly-Owned Subsidiary (if
a Subsidiary Guarantor is the surviving corporation), (b) the Company and the Subsidiary Guarantors may enter into transactions
permitted by Section 10.5 and (c) any Subsidiary Guarantor may merge with any other Person in order to effect an Investment permitted
by Section 10.10 so long as the continuing or surviving Person shall be a Subsidiary Guarantor.


 


Section 10.3.       Economic
Sanctions, Etc.  The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being
owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in
or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes)
with any Person if such investment, dealing or transaction (1) would cause any Purchaser or any holder or any affiliate of such
Purchaser or holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such Purchaser or
holder, or (2) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.


 




    	 	-29-	 



     


    

  


Section 10.4.       Liens.  The Company will not, and will not permit any Subsidiary Guarantor to, create, incur, assume or suffer to exist any Lien with respect
to any property, revenues or assets now owned or hereafter arising or acquired, except:


 


(a)          Liens
in connection with the acquisition of property by way of purchase money mortgage and security interests, conditional sale or other
title retention agreement, Capitalized Lease or other deferred payment contract, and attaching only to the property being acquired
(or accessions to such property, related records and proceeds thereof);


 


(b)          Liens
existing on assets of any Subsidiary Guarantor acquired after the Execution Date, which existed at the time of such acquisition
and attach only to the assets of such Subsidiary Guarantor;


 


(c)          Liens
existing on the Execution Date and disclosed on Schedule 5.15 and Liens securing any extension, renewal, restatement or replacement
of the Indebtedness secured by such Liens, provided that the Liens securing such extension, renewal, restatement or replacement
of such Indebtedness shall not attach to materially different assets than the Liens disclosed on such Schedule 5.15 and shall not
secure Indebtedness exceeding the amount described on Schedule 5.15 (other than premiums, interest, fees or costs capitalized or
required to be paid in connection with such extension, renewal, restatement or replacement of such Indebtedness);


 


(d)          deposits
or pledges and other Liens to secure payment of workers’ compensation, unemployment insurance, old age pensions or other
social security obligations, and deposits securing liability to insurance carriers under insurance or self-insurance arrangements
in respect of such obligations, in each case in the ordinary course of business of the Company or a Subsidiary Guarantor;


 


(e)          Liens
of landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction
or other like Liens arising in the ordinary course of business or imposed by law and securing obligations that are not overdue
by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable,
the Company or any Subsidiary Guarantor shall have set aside on its books reserves in accordance with GAAP;


 


(f)           deposits
and other Liens to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance
and return of money bonds, bids, leases, government contracts, trade contracts, agreements with public utilities, and other obligations
of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred by the Company
or any Subsidiary Guarantor in the ordinary course of business, including those incurred to secure health, safety and environmental
obligations in the ordinary course of business;


 


(g)          Liens
of lessors of real property on which facilities owned or leased by the Company or any Subsidiary Guarantor are located;


 




    	 	-30-	 



     


    

  


(h)          Liens
(to the extent falling under the definition of “Lien”) consisting of ownership interests (and protective filings respecting
such ownership interests) of lessors of assets to the Company or any Subsidiary Guarantor under any operating lease, and of licensors
of intellectual property or other rights to the Company or any Subsidiary Guarantor;


 


(i)           Liens
(to the extent falling under the definition of “Lien”) consisting of rights of lessees or sublessees of assets of the
Company or any Subsidiary Guarantor leased in the ordinary course of the Company’s or such Subsidiary Guarantor’s business,
which leases do not materially interfere with the ordinary course of business of the Company or such Subsidiary Guarantor;


 


(j)           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 Guarantor in the ordinary course of business and other similar Liens arising in the ordinary course
of business of the Company or any Subsidiary Guarantor;


 


(k)          Liens
in favor of the Purchasers and holders of the Notes under any provision of this Agreement or any Note or any replacement, additional
or successor agreement hereto or thereto, creating such Liens;


 


(l)           Liens
for taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with
Section 9.4;


 


(m)         (1)
Liens securing Indebtedness incurred to pay annual premiums for property, casualty or liability insurance policies maintained by
the Company or any Subsidiary Guarantor; provided that such Liens attach only to insurance policies and proceeds thereof,
and (2) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including
obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty
or liability insurance to the Company or any Subsidiary Guarantor;


 


(n)          Liens
created under any agreement relating to the sale, transfer or other disposition of assets permitted hereunder; provided
that such Liens relate solely to the assets to be sold, transferred or otherwise disposed of;


 


(o)          survey
exceptions, encroachments, protrusions, easements, restrictions, reservations, licenses, rights-of-way, sewers, electric lines,
telegraphs and telephone lines and other similar minor title defects affecting the real property, or zoning or other restrictions
as to the use of the real property or Liens incidental to the conduct of the business of the Company or any Subsidiary Guarantor
or to the ownership of its properties, in each case which were not incurred in connection with Indebtedness and which do not individually
or in the aggregate materially and adversely affect the value of said properties or materially impair their use in the operation
of the business of the Company or any Subsidiary Guarantor;


 


(p)          Liens
securing judgments for the payment of money not constituting an Event of Default under Section 11(i);


 




    	 	-31-	 



     


    

  


(q)          Liens
encumbering cash collateral or other financial assets securing Investments consisting of hedging arrangements not otherwise prohibited
hereunder relating to interest rate, commodity price or foreign exchange rate exposure not entered into for any speculative purpose;


 


(r)           Liens
arising under or related to any statutory or common law provisions or other customary or contractual rights (1) relating to the
establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness,
including 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, (2) relating to
pooled deposit or sweep accounts of the Company or any Subsidiary Guarantor to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of the Company or such Subsidiary Guarantor or (3) relating to purchase orders and
other agreements entered into with customers of the Company or any Subsidiary Guarantor in the ordinary course of business;


 


(s)          any
encumbrance or restriction with respect to the equity interests of any joint venture or similar arrangement pursuant to any joint
venture or similar agreement;


 


(t)           Liens
on Securities that are the subject of repurchase agreements relating to Securities issued or guaranteed as to principal and interest
by the United States;


 


(u)          Liens
solely on any cash earnest money deposits made by the Company or any Subsidiary Guarantor in connection with any letter of intent
or purchase agreement permitted hereunder; and


 


(v)          Liens
created, assumed or incurred after the Execution Date given to secure Indebtedness of the Company or any Subsidiary Guarantor in
addition to the Liens permitted by the preceding clauses (a) through (u) hereof, provided that (l) all Indebtedness secured
by such Liens shall have been incurred within the applicable limitations provided in Section 10.8(a) and (c) and (2) at the time
of creation, assumption or incurrence of the Indebtedness 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, and provided further, that, notwithstanding the foregoing,
the Company will not, and will not permit any Subsidiary Guarantor to, grant any Liens securing any Indebtedness outstanding under
or pursuant to any Material Credit Facility pursuant to this Section 10.4(v) unless and until all obligations of the Company under
this Agreement and the Notes (and the Subsidiary Guaranty Agreement and any other Guaranty delivered in connection therewith) shall
concurrently be secured equally and ratably with all such Indebtedness pursuant to documentation reasonably acceptable to the Required
Holders in substance and in form, including an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary
Guarantor, as the case may be, from counsel that is reasonably acceptable to the Required Holders.


 




    	 	-32-	 



     


    

  


In no case shall Liens
permitted hereunder apply to the stock of any Subsidiary (other than Liens, if any, incurred under clause (v) where this Agreement,
the Notes and the Subsidiary Guaranty Agreement have been equally and ratably secured as therein provided), and in no case shall
Liens under clause (d), (e), (f), (h), (i), (j), (k), (m) or (n) secure any Indebtedness for borrowed money or Indebtedness constituting
obligations to issuers of letters of credit.


 


Section 10.5.       Sales
of Assets.  The Company will not, and will not permit any Subsidiary Guarantor to, sell, lease or otherwise dispose of any substantial
part (as defined below) of the assets (including capital stock or similar equity interests of Subsidiaries) of the Company and
the Subsidiary Guarantors; provided, however, that the Company or any Subsidiary Guarantor may sell, lease or otherwise
dispose of assets constituting a substantial part of the assets of the Company and the Subsidiary Guarantors if such
assets are sold for fair market value and, at such time and after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing and an amount equal to the net proceeds received from such sale, lease or other disposition (but only
with respect to that portion of such assets that exceeds the definition of “substantial part” set forth below) shall
be used within 365 days of such sale, lease or disposition, in any combination:


 


(a)          to
acquire productive assets used or useful in carrying on the business of the Company and its Subsidiaries and having a fair market
value at least equal to the fair market value of such assets sold, leased or otherwise disposed of; and/or


 


(b)          to
prepay or retire senior Interest-bearing Debt of the Company and/or a Subsidiary Guarantor, provided that in the course
of making such application the Company shall offer to prepay each outstanding Note in accordance with Section 8.8 in a principal
amount which equals the Ratable Portion for such Note. If any holder of a Note fails to accept such offer of prepayment, then the
Company shall prepay or pay or cause to prepay or pay additional senior Interest-bearing Debt of the Company or a Subsidiary Guarantor
in an amount equal to the Ratable Portion for such Note.


 


As used in this Section 10.5,
a sale, lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company
and the Subsidiary Guarantors if the book value of such assets, when added to the book value of all other assets sold, leased or
otherwise disposed of by the Company and the Subsidiary Guarantors during the period of 365 consecutive days ending on the date
of such sale, lease or other disposition, exceeds 10% of the book value of Consolidated Total Assets, determined as of the end
of the fiscal year of the Company immediately preceding such sale, lease or other disposition; provided that there shall
be excluded from any determination of a “substantial part” (1) sales, subleases, leases and licensing of assets
in the ordinary course of business of the Company or any Subsidiary Guarantor, (2) sales or other dispositions by a Subsidiary
Guarantor to the Company or another Subsidiary Guarantor, (3) Permitted Securitization Transactions, (4) Permitted Sales and Leasebacks,
(5) sales by the Company or any Subsidiary Guarantor of used, obsolete, worn out or surplus property or property no longer used
or useful in the conduct of its business, (6) sales of cash and cash equivalents for cash and cash equivalents, (7) synthetic leases
described in subsection (h) of the definition of Interest-bearing Debt and subsection (d) of the definition of Interest Expense,
(8) abandonment of non-material intellectual property assets in the ordinary course of business of the Company or any Subsidiary
Guarantor, (9) surrender, release or waiver of contract rights in the ordinary course of business of the Company or any Subsidiary
Guarantor, (10) charitable donations in the ordinary course of business and consistent with past practices of the Company or any
Subsidiary Guarantor and (11) sales to or other dispositions of Investments or assets into joint ventures to the extent required
by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in, joint venture arrangements and similar
binding arrangements in effect on June 30, 2016 and described in Section 5.19 or on Schedule 5.19, or pursuant to an Investment
permitted by Section 10.10.


 




    	 	-33-	 



     


    

  


Section 10.6.       Other
Agreements.  The Company will not, and will not permit any Subsidiary Guarantor to, enter into any agreement, bond, note or
other instrument with or for the benefit of any Person other than the Purchasers and the holders of the Notes that would: (a) be
violated or breached by the Company’s performance of its obligations under this Agreement, except where such violation or
breach could not have a Material Adverse Effect, or (b) other than this Agreement, prohibit any Subsidiary from paying dividends
or distributions on, or redeeming, acquiring or retiring for value, any shares of stock or other ownership interest that the Company
holds in such Subsidiary, except for (1) any such prohibition that applies only when a default shall exist under such agreement
or shall result from such payment, acquisition or retirement; (2) as to clause (b), agreements and instruments entered into in
connection with Permitted Securitization Transactions; (3) customary prohibitions or restrictions in joint venture agreements and
similar agreements that relate solely to the activities of such joint venture; (4) as to clause (b), customary prohibitions or
restrictions contained in agreements relating to any asset sale or disposition pending such sale or disposition, provided
that such prohibitions and restrictions apply only to the Subsidiary or its assets to be sold or disposed of and such sale or disposition
is permitted hereunder; (5) as to clause (b), restrictions and conditions imposed by any Governmental Authority; (6) as to clause
(b), any such prohibition contained in any agreement, bond, note or other instrument (or any refinancing thereof) with respect
to any Person or the property or assets of such Person acquired by the Company or any Subsidiary Guarantor in an acquisition and
existing at the time of such acquisition; provided that such prohibition is not applicable to any Person or the property
or assets of any Person other than such acquired Person or the property or assets of such acquired Person; (7) any agreement evidencing
any permitted renewal, extension, replacement or refinancing of any agreement referred to in the foregoing clause (6) so long as
such renewal, extension, replacement or refinancing does not expand the scope of the restrictions described in clause (b); and
(8) as to clause (b), limitations or restrictions consisting of customary net worth, leverage or other financial covenants in each
case contained in, or required by, any contractual obligation governing Indebtedness of a Subsidiary Guarantor.


 


Section 10.7.      Contingent
Liabilities.  The Company will not, and will not permit any Subsidiary Guarantor to, Guaranty obligations of any other Person,
except for:


 


(a)          Guaranties
by the Company or any Subsidiary Guarantor of obligations of the Company or any Subsidiary as lessee under any lease that is not
a Capitalized Lease;


 


(b)          Guaranties
by the Company to assure payment of workers’ compensation, unemployment insurance, old age pensions or other social security
obligations, or performance, surety, statutory, stay, customs or appeal bonds, performance and completion guarantees, and other
similar obligations, in the ordinary course of business of the Company or a Subsidiary or consistent with past practice;


 




    	 	-34-	 



     


    

  


(c)          Guaranties
by the Company of the obligations of a Subsidiary under any agreement involving the sale of accounts receivable permitted by Section
10.6, 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;


 


(d)          Guaranties
by the Company or any Subsidiary Guarantor of the obligations of the Company or any Subsidiary under any unsecured Interest-bearing
Debt the incurrence of which does not cause a Default or Event of Default; and


 


(e)          Other
Guaranties limited as to principal of recovery to not more than $30,000,000 in the aggregate at any time outstanding.


 


Section 10.8.       Financial
Covenants.  The Company will not, at any time, permit:


 


(a)          the
ratio, as of the last day of any fiscal quarter of the Company, of (1) Interest-bearing Debt, to (2) Total Capitalization to be
greater than 0.60 to 1.00;


 


(b)          the
Interest and Dividend Coverage Ratio for any period of four consecutive fiscal quarters to be less than 1.50 to 1.00; or


 


(c)          Priority
Debt to exceed 10% of Total Capitalization determined as of the last day of each fiscal quarter of the Company.


 


Section 10.9.       Restricted
Payments.  The Company will not, and will not permit any Subsidiary Guarantor to, make any Restricted Payment, other than any
dividend or distribution payable solely in shares or other equity interests to the holders of such shares or other equity interests,
if any Default or Event of Default shall exist or shall result from the making of such Restricted Payment.


 


Section 10.10.    Investments.  The Company will not, and will not permit any Subsidiary Guarantor to, acquire for value, make, have or hold any Investments in
any other Person, except:


 


(a)          Investments
outstanding or contemplated on the Execution Date and listed on Schedule 10.10, and any increases or decreases in the value thereof
or write-ups, write-downs, write-offs, reinvestments, renewals and extensions with respect to such Investments;


 


(b)          loans
and advances to officers and employees in the ordinary course of business;


 


(c)          Investments
in readily marketable direct obligations of the United States having maturities of one year or less from the date of acquisition;


 


(d)          certificates
of deposit or bankers’ acceptances, each maturing within one year from the date of acquisition, issued by any commercial
bank organized under the laws of the United States or any State thereof which has (1) combined capital, surplus and undivided profits
of at least $100,000,000, and (2) a credit rating with respect to its unsecured indebtedness from Standard & Poor’s Ratings
Group (or any successor) that is rated “A-” (or the equivalent thereof from any other nationally recognized rating
service) or higher;


 




    	 	-35-	 



     


    

  


(e)          commercial
paper maturing within 270 days from the date of issuance and given the highest rating by a nationally recognized rating service;


 


(f)           repurchase
agreements relating to securities issued or guaranteed as to principal and interest by the United States;


 


(g)          cash
and demand deposits with any bank or trust company;


 


(h)          money
market funds substantially all the assets of which are comprised of securities of the types described in any of clauses (c) through
(f) above;


 


(i)           in
the case of foreign Subsidiaries, short-term Investments comparable to clauses (c) through (h) above;


 


(j)           Investments
in the nature of an indebtedness owed by the Company to any Subsidiary or any Subsidiary to the Company or another Subsidiary in
connection with cash management of the Company and its Subsidiaries in the ordinary course of business consistent with past practices;


 


(k)          Investments
by the Company or any Subsidiary Guarantor (1) outstanding on the Execution Date (or refinancings thereof) in Subsidiaries (other
than Subsidiary Guarantors) and (2) in the Company or any Subsidiary Guarantor;


 


(l)           Investments
made after the Execution Date in Subsidiaries that are not Subsidiary Guarantors, provided that such Investments in the
aggregate to such Subsidiaries that are not Subsidiary Guarantors shall not exceed the lesser of (1) $25,000,000 in aggregate amount
outstanding at any time (net of any repayment of loans or return of equity) and (2) the lowest amount of such Investments then
permitted under any Material Credit Facility;


 


(m)         Investments
not otherwise permitted hereunder which shall not exceed (based on total consideration paid by the Company or a Subsidiary Guarantor):
(1) the lesser of (i) $60,000,000 and (ii) the lowest amount then permitted under any Material Credit Facility, for any single
Investment or series of related Investments in any Person not engaged in one or more of the Company’s and Subsidiaries’
present lines of business, or (2) the lesser of (i) $100,000,000 and (ii) the lowest amount then permitted under any Material Credit
Facility, for any single Investment or series of related Investments in any Person that is engaged in one or more of the Company’s
and Subsidiaries’ present lines of business or lines of business reasonably related to such present lines of business, provided
that, not less than 10 Business Days prior to consummation of such Investment, the Company shall have provided pro forma financial
statements to the holders of the Notes demonstrating that in the good faith judgment of the Company, the Company will continue
to comply with the covenants of this Agreement after giving effect to such Investment, and provided further, that consent
of the Required Holders to such Investments in excess of such limits shall not be unreasonably withheld;


 




    	 	-36-	 



     


    

  


(n)          Investments
arising out of the receipt by the Company or any Subsidiary Guarantor of noncash consideration for the sale of assets permitted
under Section 10.5;


 


(o)          Investments
consisting of hedging arrangements not otherwise prohibited hereunder relating to interest rate, commodity price or foreign exchange
rate exposure not entered into for any speculative purpose;


 


(p)          accounts
receivable, notes receivable and security deposits and prepayments arising and trade credit granted in the ordinary course of business
and any prepayments and other credits to suppliers made in the ordinary course of business;


 


(q)          Investments
resulting from pledges and deposits permitted by Section 10.4;


 


(r)           Investments
in the form of Guaranties permitted by Section 10.7;


 


(s)          Investments
consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(t)           Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments
against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Company or a Subsidiary
Guarantor as a result of a foreclosure by the Company or any Subsidiary Guarantor with respect to any Investments or other transfer
of title with respect to any Investment in default;


 


(u)          Investments
of a Subsidiary Guarantor acquired after the Execution Date or of a corporation merged into the Company or merged into or consolidated
with a Subsidiary Guarantor in accordance with Section 10.2 after the Execution Date to the extent that such Investments were not
made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such
acquisition, merger or consolidation;


 


(v)          Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform
Commercial Code Article 4 customary trade arrangements with customers consistent with past practices;


 


(w)         Investments
by the Company or any Subsidiary Guarantor, if the Company or such Subsidiary Guarantor would otherwise be permitted to make a
dividend or distribution in such amount (provided that the amount of any such Investment shall also be deemed to be a distribution
under Section 10.9);


 


(x)          Investments
in Otter Tail Assurance Limited, in an aggregate amount not to exceed $10,000,000 at any time outstanding;


 




    	 	-37-	 



     


    

  


(y)          Investments
in joint ventures in one or more of the Company’s and Subsidiaries’ present lines of business in an aggregate amount
not to exceed $15,000,000 at any time outstanding; and


 


(z)          any
other Investments not otherwise permitted hereunder not to exceed $15,000,000 at any time outstanding.


 


Although it will not
be a Default or an Event of Default if the Company fails to comply with any provision of Section 10 on or after the Execution Date
and prior to the Closing before or after giving effect to the issuance of the Notes on a pro forma basis, if such a failure
occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.


 


		Section 11.	Events of Default.



 


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;


 


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


 


(c)          the
Company defaults in the performance of or compliance with any term contained in Section 7.1(d), Section 9.5, Section 9.8 or Section
10; or


 


(d)          the
Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those
referred to in Sections 11(a), (b) and (c)) or in the Subsidiary Guaranty Agreement and such default is not remedied within 30
days after the earlier of (1) a Responsible Officer of the Company obtaining actual knowledge of such default and (2) the Company
receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice
of default” and to refer specifically to this Section 11(d)); or


 


(e)          (1)
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 any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any
material respect on the date as of which made or deemed to have been made, or (2) any representation or warranty made in writing
by or on behalf of any Subsidiary Guarantor or by any officer of such Subsidiary Guarantor in the Subsidiary Guaranty Agreement
or any writing furnished in connection with the Subsidiary Guaranty Agreement proves to have been false or incorrect in any material
respect on the date as of which made or deemed to have been made; or


 




    	 	-38-	 



     


    

  


(f)           (1)
the 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
$25,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or
(2) the 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 $25,000,000 (or its equivalent in the relevant currency of
payment) 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 (3)
as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the
holder of Indebtedness to convert such Indebtedness into equity interests), (i) the Company or any Material Subsidiary has become
obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an
aggregate outstanding principal amount of at least $25,000,000 (or its equivalent in the relevant currency of payment), or (ii)
one or more Persons have the right to require the Company or any Material Subsidiary so to purchase or repay such Indebtedness,
provided that this paragraph (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale
or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the
documents providing for such Indebtedness, and provided further, that an Event of Default under this paragraph (f) caused
by the occurrence of a breach or default with respect to Indebtedness in the aggregate in excess of $25,000,000 shall be cured
for purposes of this Agreement upon the Person asserting such breach or default waiving such breach or default or upon the Company
or the applicable Material Subsidiary curing such breach or default if, at the time of such waiver or such cure the Required Holders
have not exercised any rights or remedies with respect to an Event of Default under this paragraph (f); or


 


(g)          the
Company or any Material Subsidiary (1) is generally not paying, or admits in writing its inability to pay, its debts as they become
due, (2) 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, (3) makes an assignment for the benefit of its creditors, (4) 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, (5) is adjudicated as insolvent or to be liquidated, or (6) takes corporate action for the purpose of any of the
foregoing; or


 


(h)          a
court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any
of 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 or any of its Material Subsidiaries, or any such petition
shall be filed against the Company or any of its Material Subsidiaries and such petition shall not be dismissed within 60 days;
or


 




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(i)           one
or more final judgments or orders for the payment of money aggregating in excess of $25,000,000 (or its equivalent in the relevant
currency of payment) to the extent not covered by third-party insurance as to which the insurer has not denied coverage in respect
thereof, including any such final order enforcing a binding arbitration decision, are rendered against one or more of the Company
and its Material Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending
appeal, or are not discharged within 60 days after the expiration of such stay; or


 


(j)           if
(1) 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, (2) a notice of intent
to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings
under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or
any ERISA Affiliate that a Plan may become a subject of any such proceedings, (3) there is any “amount of unfunded benefit
liabilities” (within the meaning of section 4001(a)(18) of ERISA) under one or more Plans, determined in accordance with
Title IV of ERISA, (4) the aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds the aggregate
current value of the assets of such Non-U.S. Plans allocable to such liabilities, (5) 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, (6) the Company or any ERISA Affiliate withdraws from any Multiemployer
Plan, (7) 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, (8) the Company or any Subsidiary
fails to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules,
regulations or court orders or any Non-U.S. Plan is involuntarily terminated or wound up, or (9) the Company or any Subsidiary
becomes subject to the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability,
whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in
clauses (1) through (9) above, either individually or together with any other such event or events, could reasonably be expected
to have a Material Adverse Effect. As used in this Section 11(j), the terms “employee benefit plan” and “employee
welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or


 


(k)          the
Subsidiary Guaranty Agreement shall cease to be in full force and effect with respect to any Subsidiary Guarantor, any Subsidiary
Guarantor or any Person acting on behalf of any Subsidiary Guarantor shall contest in any manner the validity, binding nature or
enforceability of the Subsidiary Guaranty Agreement with respect to such Subsidiary Guarantor, or the obligations of any Subsidiary
Guarantor under the Subsidiary Guaranty Agreement are not or cease to be legal, valid, binding and enforceable in accordance with
the terms of the Subsidiary Guaranty Agreement.


 




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		Section 12.	Remedies on Default,
Etc.



 


Section 12.1.       Acceleration.


 


(a)          If
an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in
clause (1) of Section 11(g) or described in clause (6) of Section 11(g) by virtue of the fact that such clause encompasses clause
(1) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.


 


(b)          If
any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices
to the Company, declare all the Notes then outstanding to be immediately due and payable.


 


(c)          If
any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare
all the Notes held by it or them to be immediately due and payable.


 


Upon any Notes becoming
due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire
unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon
at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount, shall all be immediately due
and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The
Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the
Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole
Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended
to provide compensation for the deprivation of such right under such circumstances.


 


Section 12.2.      Other
Remedies.  If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become
or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed
to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for
the specific performance of any agreement contained herein or in any Note or the Subsidiary Guaranty Agreement, or for an injunction
against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or
by law or otherwise.


 




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Section 12.3.       Rescission.  At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written
notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue
interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other
than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent
permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any
other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default
and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have
been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto
or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or
Default or impair any right consequent thereon.


 


Section 12.4.       No
Waivers or Election of Remedies, Expenses, Etc.  No course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers
or remedies. No right, power or remedy conferred by this Agreement, the Subsidiary Guaranty Agreement or any Note upon any holder
thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law,
in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the
holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred
in any enforcement or collection under this Section 12, including reasonable attorneys’ fees, expenses and disbursements.


 


		Section 13.	Registration;
Exchange; Substitution of Notes.



 


Section 13.1.       Registration
of Notes.  The Company shall keep at its principal executive office a register for the registration and registration of transfers
of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and
address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof
and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver
or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any Note
shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall
not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional
Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.


 




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Section 13.2.       Transfer
and Exchange of Notes.  Upon surrender of any Note to the Company at the address and to the attention of the designated officer
(all as specified in Section 18(3)), for registration of transfer or exchange (and in the case of a surrender for registration
of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s
attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee
of such Note or part thereof), within 10 Business Days thereafter, the Company shall execute and deliver, at the Company’s
expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate
principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person
as such holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall be dated and bear interest
from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest
shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge
imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided
that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination
of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be
deemed to have made the representation set forth in Section 6.2.


 


Section 13.3.       Replacement
of Notes.  Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section
18(3)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and
such loss, theft, destruction or mutilation), and


 


(a)          in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such
Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000
or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory),
or


 


(b)          in
the case of mutilation, upon surrender and cancellation thereof,


 


within 10 Business Days thereafter, the
Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to
which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed
or mutilated Note if no interest shall have been paid thereon.


 


		Section 14.	Payments on Notes.



 


Section 14.1.       Place
of Payment.  Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable
on the Notes shall be made in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company
may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment
shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in
such jurisdiction.


 




    	 	-43-	 



     


    

  


Section 14.2.       Payment
by Wire Transfer.  So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained
in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole
Amount, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose
below such Purchaser’s name in the Purchaser Schedule, or by such other method or at such other address as such Purchaser
shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such
Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably
promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee,
such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest
has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company
will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note
purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have
made in this Section 14.2.


 


Section
14.3.    FATCA Information.  By acceptance of any
Note, the holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to the Company,
or to such other Person as may be reasonably requested by the Company, from time to time (a) in the case of any such holder that
is a United States Person, such holder’s United States tax identification number or other forms reasonably requested by the
Company necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary
for the Company to comply with its obligations under FATCA and (b) in the case of any such holder that is not a United States Person,
such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional
documentation as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder
has complied with such holder’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from any
such payment made to such holder. Nothing in this Section 14.3 shall require any holder to provide information that is confidential
or proprietary to such holder unless the Company is required to obtain such information under FATCA and, in such event, the Company
shall treat any such information it receives as confidential.


 


		Section 15.	Expenses, Etc.



 


Section 15.1.       Transaction
Expenses.  Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses
(including reasonable attorneys’ fees of the Purchaser’s special counsel, Schiff Hardin LLP) incurred by the Purchasers
and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents
under or in respect of this Agreement, the Subsidiary Guaranty Agreement or the Notes (whether or not such amendment, waiver or
consent becomes effective), including: (a) the costs and expenses incurred in enforcing or defending (or determining whether or
how to enforce or defend) any rights under this Agreement, the Subsidiary Guaranty Agreement or the Notes or in responding to
any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Subsidiary
Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’
fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out
or restructuring of the transactions contemplated hereby and by the Notes and the Subsidiary Guaranty Agreement and (c) the costs
and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information
with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000. If required by the NAIC,
the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).


 




    	 	-44-	 



     


    

  


The Company will pay,
and will save each Purchaser and each other holder of a Note harmless from, (1) all claims in respect of any fees, costs or expenses,
if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase
of the Notes) and (2) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’
fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of
the proceeds of the Notes by the Company; provided that the Company shall have no obligation under the preceding clause
(2) to any Purchaser or holder of a Note to the extent resulting from the gross negligence, bad faith or willful misconduct of
such Purchaser or holder or arising solely from claims between one such Purchaser or holder and another such Purchaser or holder.
To the extent permitted by applicable law, any Person seeking to paid or held harmless under the preceding clause (2) shall, upon
obtaining knowledge of a basis therefor, use commercially reasonable efforts to give prompt written notice to the Company of the
commencement of any action or proceeding giving rise thereto, provided that the failure to give such notice shall not relieve
the Company of any of its obligations under the preceding clause (2).


 


Section 15.2.       Certain
Taxes.  The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of
the execution and delivery or the enforcement of this Agreement or the Subsidiary Guaranty Agreement or the execution and delivery
(but not the transfer) or the enforcement of any of the Notes in the United States or any other jurisdiction where the Company
or any Subsidiary Guarantor has assets or of any amendment of, or waiver or consent under or with respect to, this Agreement or
the Subsidiary Guaranty Agreement or of any of the Notes, and to pay any value added tax due and payable in respect of reimbursement
of costs and expenses by the Company pursuant to this Section 15, and will save each holder of a Note to the extent permitted
by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee
required to be paid by the Company hereunder.


 


Section 15.3.       Survival.  The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment
or waiver of any provision of this Agreement, the Subsidiary Guaranty Agreement or the Notes, and the termination of this Agreement.


 


		Section 16.	Survival of Representations
and Warranties; Entire Agreement.



 


All representations
and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer
by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any
subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder
of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to
this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence,
this Agreement, the Notes and the Subsidiary Guaranty Agreement embody the entire agreement and understanding between each Purchaser
and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.


 




    	 	-45-	 



     


    

  


		Section 17.	Amendment and
Waiver.



 


Section 17.1.       Requirements.  This
Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively
or prospectively), only with the written consent of the Company and the Required Holders, except that:


 


(a)          no
amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective
as to any Purchaser unless consented to by such Purchaser in writing;


 


(b)          no
amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (1)
subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of (i) interest on the Notes or (ii) the Make-Whole
Amount, (2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment
or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction
of the conditions to Closing that appear in Section 4, or (3) amend any of Sections 8 (except as set forth in the second sentence
of Section 8.2), 11(a), 11(b), 12, 17 or 20.


 


Section 17.2.       Solicitation
of Holders of Notes.


 


(a)          Solicitation.
 The Company will provide each Purchaser and each holder of a Note with sufficient information, sufficiently far in advance
of the date a decision is required, to enable such Purchaser and such holder to make an informed and considered decision with respect
to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or the Subsidiary Guaranty
Agreement. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant
to this Section 17 or the Subsidiary Guaranty Agreement to each Purchaser and each holder of a Note promptly following the date
on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers and/or holders of Notes.


 


(b)          Payment.
 The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or any holder of a Note as
consideration for or as an inducement to the entering into by such Purchaser or holder of any waiver or amendment of any of the
terms and provisions hereof or of the Subsidiary Guaranty Agreement or any Note unless such remuneration is concurrently paid,
or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Purchaser
and each holder of a Note even if such Purchaser or holder did not consent to such waiver or amendment.


 




    	 	-46-	 



     


    

  


(c)          Consent
in Contemplation of Transfer. Any consent given pursuant to this Section 17 or the Subsidiary Guaranty Agreement by a holder
of a Note that has transferred or has agreed to transfer its Note to (1) the Company, (2) any Subsidiary or any other Affiliate
or (3) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging
with the Company and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effect
except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have
been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired
under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.


 


Section 17.3.       Binding
Effect, Etc.  Any amendment or waiver consented to as provided in this Section 17 or the Subsidiary Guaranty Agreement
applies equally to all Purchasers and all holders of Notes and is binding upon them and upon each future holder of any Note and
upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or
waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent thereon. No course of dealing between the Company and any Purchaser or holder of a Note and no delay
in exercising any rights hereunder or under any Note or the Subsidiary Guaranty Agreement shall operate as a waiver of any rights
of any Purchaser or holder of such Note.


 


Section 17.4.      Notes
Held by Company, Etc.  Solely for the purpose of determining whether the holders of the requisite percentage of
the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given
under this Agreement, the Subsidiary Guaranty Agreement or the Notes, or have directed the taking of any action provided herein
or in the Subsidiary Guaranty Agreement or the Notes to be taken upon the direction of the holders of a specified percentage of
the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates
shall be deemed not to be outstanding.


 


		Section 18.	Notices.



 


Except to the extent
otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy
if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service
(charges prepaid), (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally
recognized overnight delivery service (charges prepaid). Any such notice must be sent:


 




    	 	-47-	 



     


    

  


(1)         if
to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser
Schedule, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,


 


(2)         if
to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing,
or


 


(3)         if
to the Company, to the Company at its address set forth at the beginning of this Agreement to the attention of the Treasurer, or
at such other address as the Company shall have specified to the holder of each Note in writing.


 


Notices under this Section 18 will be deemed
given only when actually received.


 


		Section 19.	Reproduction
of Documents.



 


This Agreement and
all documents relating hereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents
received by any Purchaser on the Execution Date or at the Closing (except the Notes themselves), and (c) financial statements,
certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any
photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so
reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company
or any other Purchaser or holder of Notes from contesting any such reproduction to the same extent that it could contest the original,
or from introducing evidence to demonstrate the inaccuracy of any such reproduction.


 




    	 	-48-	 



     


    

  


		Section 20.	Confidential
Information.



 


For the purposes of
this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of
the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that
is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser
as being confidential information of the Company or such Subsidiary, provided that such term does not include information
that (a) was publicly known or otherwise known to such Purchaser (other than from a source actually known to such Purchaser to
be subject to a confidentiality agreement with the Company or any Subsidiary relating to such Confidential Information) prior to
the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person
acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company
or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly
available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted
by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided
that such Purchaser may deliver or disclose Confidential Information to (1) its directors, officers, employees, agents, attorneys,
trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by
its Notes), (2) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with this Section 20, (3) any other holder of any Note, (4) any Institutional Investor
to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by this Section 20), (5) any Person from which it offers to purchase
any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound
by this Section 20), (6) any federal or state regulatory authority having jurisdiction over such Purchaser, (7) the NAIC or the
SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information
about such Purchaser’s investment portfolio, or (8) any other Person to which such delivery or disclosure may be necessary
or appropriate (i) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (ii) in response
to any subpoena or other legal process, (iii) in connection with any litigation to which such Purchaser is a party or (iv) if an
Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure
to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s
Notes, this Agreement or the Subsidiary Guaranty Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed
to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement.
On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered
to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee),
such holder will enter into an agreement with the Company embodying this Section 20.


 


In the event that as
a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions
contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality
undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from
this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this
Section 20 shall supersede any such other confidentiality undertaking.


 


		Section 21.	Substitution
of Purchaser.



 


Each Purchaser shall
have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates
(a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written
notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute
Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the
accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser
in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original
Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser
thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company
of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than
in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser,
and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.


 




    	 	-49-	 



     


    

  


		Section 22.	Miscellaneous.



 


Section 22.1.       Successors
and Assigns.  All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto
bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so
expressed or not, except that, subject to Section 10.2, the Company may not assign or otherwise transfer any of its rights or
obligations hereunder or under the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns
permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


Section 22.2.      Accounting
Terms.  All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively
given to them in accordance with GAAP. Except as otherwise specifically provided herein, (a) all computations made pursuant to
this Agreement shall be made in accordance with GAAP, and (b) all financial statements shall be prepared in accordance with GAAP.
For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definitions of “Indebtedness”
and “Interest-bearing Debt”), any election by the Company to measure any financial liability using fair value (as
permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value
Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar
accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.


 


Section 22.3.      Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such
provision in any other jurisdiction.


 


Section 22.4.       Construction,
Etc.  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent
of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision)
be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly
by such Person.


 




    	 	-50-	 



     


    

  


Defined terms herein
shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to
have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution
therefor pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,”
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules
and Exhibits to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer
to such law or regulation as amended, modified or supplemented from time to time.


 


Section 22.5.       Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute
one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.


 


Section 22.6.       Governing
Law.  This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed
by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application
of the laws of a jurisdiction other than such State.


 


Section 22.7.       Jurisdiction
and Process; Waiver of Jury Trial. 


 


(a)          The
Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes.
To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as
a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


(b)          The
Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the
nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal,
as the case may be, and may be enforced in the courts of the United States or the State of New York (or any other courts to the
jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.


 




    	 	-51-	 



     


    

  


(c)          The
Company consents to process being served by or on behalf of any Purchaser or any holder of Notes in any suit, action or proceeding
of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or any
substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified
in Section 18 or at such other address of which such Purchaser or holder shall then have been notified pursuant to said Section.
The Company agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in
any such suit, action or proceeding and (2) shall, to the fullest extent permitted by applicable law, be taken and held to be valid
personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a
delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.


 


(d)          Nothing
in this Section 22.7 shall affect the right of any Purchaser or any holder of a Note to serve process in any manner permitted by
law, or limit any right that any Purchaser or any holder of the Notes may have to bring proceedings against the Company in the
courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other
jurisdiction.


 


(e)          The
parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document
executed in connection herewith or therewith.


 


*     *     *     *     *


 



    	 	-52-	 



     


    

 


If you are in agreement
with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon
this Agreement shall become a binding agreement between you and the Company.


 


	 	Very truly yours,
	 	 
	 	Otter Tail Corporation
	 	 	 
	 	By	/s/ George A. Koeck
	 	 	Its Senior Vice President, General Counsel & Corporate Secretary


 


Signature Page to Note Purchase Agreement


 




    	 	 	 



     


    

 


This Agreement is hereby

accepted and agreed to as

of the date hereof.


 


	 	Metropolitan Life Insurance Company
	 	 
	 	MetLife Insurance Company USA
	 	By: Metropolitan Life Insurance Company, Its Investment Manager
	 	 
	 	General American Life Insurance Company
	 	By: Metropolitan Life Insurance Company, Its Investment Manager
	 	 	 
	 	By: 	/s/ John Wills
	 	Name: John Wills
	 	Title: Managing Director
	 	 	 
	 	MetLife Insurance K.K
	 	By: MetLife Investment Advisors, LLC, Its Investment Manager
	 	 
	 	Erie Family Life Insurance Company 
	 	By: MetLife Investment Advisors, LLC, Its Investment Manager
	 	 
	 	Lincoln Benefit Life Company
	 	By: MetLife Investment Advisors, LLC, Its Investment Manager
	 	 	 
	 	By: 	/s/ C. Scott Inglis
	 	Name: C. Scott Inglis
	 	Title: Managing Director
	 	 
	 	Union Fidelity Insurance Company
	 	By: MetLife Investment Advisors, LLC, Its Investment Adviser
	 	 	 
	 	By: 	/s/ C. Scott Inglis
	 	Name: C. Scott Inglis
	 	Title: Managing Director


 


Signature Page to Note Purchase Agreement


 




    	 	 	 



     


    

 


This Agreement is hereby

accepted and agreed to as

of the date hereof.


 


	 	The Guardian Life Insurance Company of America
	 	 	 
	 	By: 	/s/ Barry Scheinholtz
	 	Name: Barry Scheinholtz
	 	Title: senior director


 


Signature Page to Note Purchase Agreement 


 




    	 	 	 



     


    

 


This Agreement is hereby

accepted and agreed to as

of the date hereof.


 


	 	American Equity Investment Life Insurance Company
	 	 	 
	 	By: 	/s/ Jeffrey A. Fossell
	 	Name: Jeffrey A. Fossell
	 	Title: Authorized Signatory


 


Signature Page to Note Purchase Agreement 


 




    	 	 	 



     


    

 


Defined Terms


 


As used herein, the
following terms have the respective meanings set forth below or set forth in the Section hereof following such term:


 


“Affiliate”
means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and with respect to the Company,
shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests
of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate,
directly or indirectly, 10% or more of any class of voting or equity interests. Unless the context otherwise clearly requires,
any reference to an “Affiliate” is a reference to an Affiliate of the Company.


 


“Agreement”
means this Note Purchase Agreement, including all Schedules and Exhibits attached to this Agreement.


 


“Anti-Corruption
Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity,
including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.


 


“Anti-Money
Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug
trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions
Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.


 


“Blocked Person”
means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b)
a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic
Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled
by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a)
or (b).


 


“Business
Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial
banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement,
any day other than a Saturday, a Sunday or a day on which commercial banks in Minneapolis, Minnesota or New York, New York are
required or authorized to be closed.


 


“Capitalized
Lease” means any lease which is or should be capitalized on the books of the lessee in accordance with GAAP.


 


“Change in
Control” is defined in Section 8.7(g).


 


“Change in
Control Notice” is defined in Section 8.7(a).


 




    	Schedule A
(to Note Purchase Agreement)




     


    

  


“Change in
Control Proposed Prepayment Date” is defined in Section 8.7(b).


 


“Closing”
is defined in Section 3.


 


“Code”
means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder from time to time.


 


“Company”
is defined in the first paragraph of this Agreement.


 


“Confidential
Information” is defined in Section 20.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled”
and “Controlling” shall have meanings correlative to the foregoing.


 


“Controlled
Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled
Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates.


 


“Controlled
Foreign Corporation” means a Subsidiary that is a controlled foreign corporation under Section 957 of the Code.


 


“Consolidated
Total Assets” means, at any date of determination, with respect to the Company and its Subsidiaries, the total assets
of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.


 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both,
become an Event of Default.


 


“Default Rate”
means that rate of interest per annum that is the greater of (a) 2.00% above the rate of interest stated in clause (a) of the first
paragraph of the Notes or (b) 2.00% over the rate of interest publicly announced by Bank of America, N.A. in New York, New York
as its “base” or “prime” rate.


 


“Disclosure
Documents” is defined in Section 5.3.


 




    	 	A-2	 



     


    

  


“EBIT”
means, for any period of determination, the consolidated net income of the Company and its Subsidiaries before provision for income
taxes, plus, (a) to the extent subtracted in determining consolidated net income, Interest Expense, all as determined in
accordance with GAAP, excluding (to the extent included): (1) non-operating gains (including, extraordinary or nonrecurring gains,
gains from discontinuance of operations and gains arising from the sale of assets other than inventory), excluding gains resulting
from sale of fixed assets, during the applicable period; (2) similar non-operating losses, excluding losses from sale of fixed
assets, during such period; (3) payments of any premiums and any other costs, fees and expenses required to be paid by the terms
thereof in connection with the repayment or redemption of Interest-bearing Debt existing as of the Execution Date and capital stock
existing as of the Execution Date; (4) fees, cash charges and other cash expenses paid by the Company or any of its Subsidiaries
in connection with any permitted acquisition, permitted disposition of assets, recapitalization, Investment, issuance of Indebtedness,
issuance of equity interests, refinancing transaction or modification or amendment of any debt instrument (including any transaction
undertaken but not completed) up to an aggregate amount not to exceed $5,000,000 in any period of four consecutive fiscal quarters;
(5) non-cash charges attributable to any swap, collar or other hedging agreement; (6) non-cash compensation charges or expenses,
including any such charges arising from the grants of stock appreciation or similar rights, stock options, restricted stock or
other management equity plans and including non-cash bonus payments; (7) the amount of any minority interest expense (less
the amount of any cash dividends paid to the holders of such minority interests); (8) any impairment charge or asset write-off
of the Company and its Subsidiaries, including any charge or write-off related to intangible assets, long-lived assets or investments,
including, pursuant to Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 350 “Goodwill
and Other Intangible Assets” or Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 360
“Property, Plant and Equipment” and the amortization of intangibles arising pursuant to the Financial Accounting
Standards Board Accounting Standards Codification (ASC) Topic 805 “Business Combinations”; (9) plant closure,
severance and other restructuring charges up to an aggregate amount not to exceed $5,000,000 in any period of four consecutive
fiscal quarters; and (10) other non-cash charges reducing consolidated net income of the Company and its Subsidiaries (excluding
any such non-cash charge to the extent that it represents an accrual or reserve for potential cash charges in any future period
but including impairment charges, write-offs and write-downs), minus (b) the sum, without duplication, of amounts for (1)
non-cash gains attributable to any swap, collar or other hedging agreement and (2) other non-cash gains increasing consolidated
net income of the Company and its Subsidiaries for such period (other than any such non-cash gain to the extent it represents the
reversal of an accrual or reserve for potential cash gain in any prior period); provided that if the Company or any Subsidiary
acquires a Person (an “Acquired Person”) in an acquisition in such period, then all of the Acquired Person’s
EBIT (calculated for such Person as set forth above) for the period of determination shall be added to EBIT, and if the Company
or any Subsidiary sells all or substantially all of the stock or assets of any Subsidiary in any such period, then the EBIT of
such Subsidiary (calculated for such Person as set forth above) shall be deducted from EBIT.


 


“EDGAR”
means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for
such purposes.


 


“Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution
and the protection of the environment or the release of any materials into the environment, including those related to Hazardous
Materials.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder from time to time
in effect.


 




    	 	A-3	 



     


    

  


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under
section 414 of the Code.


 


“Event of
Default” is defined in Section 11.


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Execution
Date” is defined in Section 3.


 


“FATCA”
means (a) sections 1471 through 1474 of the Code, as of the Execution Date (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), together with any current or future regulations or official interpretations
thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the
United States and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and
(c) any agreements entered into pursuant to section 1471(b)(1) of the Code.


 


“Form 10-K”
is defined in Section 7.1(b).


 


“Form 10-Q”
is defined in Section 7.1(a).


 


“GAAP”
means (a) generally accepted accounting principles as in effect from time to time in the United States and (b) for purposes of
Section 9.6, with respect to any Subsidiary, generally accepted accounting principles (including International Financial Reporting
Standards, as applicable) as in effect from time to time in the jurisdiction of organization of such Subsidiary.


 


“Governmental
Authority” means


 


(a)          the
government of


 


(1)         the
United States or any state or other political subdivision thereof, or


 


(2)         any
other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction
over any properties of the Company or any Subsidiary, or


 


(b)          any
entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.


 


“Governmental
Official” means any governmental official or employee, employee of any government-owned or government-controlled entity,
political party, any official of a political party, candidate for political office, official of any public international organization
or anyone else acting in an official capacity.


 




    	 	A-4	 



     


    

  


“Guaranty”
means to (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, or other obligations of, any other Person.


 


“Hazardous
Materials” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health
and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be
restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.


 


“holder”
means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant
to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 8.7, 8.8, 12,
17.2 and 18 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note whose
name and address appears in such register.


 


“Indebtedness”
means, without duplication, all obligations of the Company or any Subsidiary: (a) consisting of Interest-bearing Debt; (b) on account
of deposits or advances, excluding deposits and advances received in the ordinary course of business; and (c) constituting a Guaranty
by such Person in respect to indebtedness of others to the extent not included in clause (a). For all purposes of this Agreement,
the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general
partner or a joint venturer, but shall exclude trade liabilities and intercompany liabilities incurred in the ordinary course of
business.


 


“INHAM Exemption”
is defined in Section 6.2(e).


 


“Institutional
Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates)
more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association
or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other
similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.


 


“Interest
and Dividend Coverage Ratio” means the ratio, calculated for each period of four consecutive fiscal quarters of the Company,
of: (a) EBIT for such period to (b) the sum for such period of (1) Interest Expense, plus (2) dividends and/or interest
on Preferred Stock.


 




    	 	A-5	 



     


    

  


“Interest-bearing
Debt” means, without duplication, all interest-bearing obligations of the Company or a Subsidiary on a consolidated basis:
(a) in respect of borrowed money; (b) secured by a mortgage, pledge, security interest, lien or charge on the assets of the Company
or a Subsidiary, whether the obligation secured is the obligation of the owner or another Person, provided that the amount
of such obligation which has not been assumed by the Company or a Subsidiary shall be the lesser of (1) the amount of such obligation
and (2) the fair market value of such assets; (c) for the deferred purchase price of any property or services evidenced by a note,
payment contract or other instrument (other than an account payable arising in the ordinary course of business); (d) constituting
the principal component of obligations as lessee under any Capitalized Lease; (e) that are Guaranties by the Company or a Subsidiary
in respect to Interest-bearing Debt of other Persons; (f) that are net liabilities under interest rate swaps, collars and other
interest rate hedging agreements; (g) consisting at any time of the aggregate undrawn and unexpired amount of standby letters of
credit plus the aggregate amount of drawings thereunder that have not been reimbursed; (h) constituting the principal component
of obligations that are amounts calculated in respect of synthetic leases as if such leases were Capitalized Leases; (i) that are
indebtedness attributable to Permitted Sales and Leasebacks; and (j) that are indebtedness attributable to Permitted Securitization
Transactions (only to the extent such transactions include recourse to the Company or a Subsidiary). For all purposes of this Agreement,
Interest-bearing Debt of any Person shall exclude trade liabilities and intercompany liabilities incurred in the ordinary course
of business.


 


“Interest
Expense” means, for any period of determination, the aggregate consolidated amount, without duplication, of interest
paid, accrued or scheduled to be paid in respect of any Indebtedness of the Company and its Subsidiaries, including in all cases
interest expense determined in accordance with GAAP and, to the extent not otherwise included in GAAP interest expense: (a) all
but the principal component of payments in respect of conditional sale contracts, Capitalized Leases and other title retention
agreements; (b) commissions, discounts and other fees and charges with respect to letters of credit and bankers’ acceptance
financings; (c) net costs under any interest rate swap, collar or other interest rate hedging agreements, in each case determined
in accordance with GAAP; (d) amounts calculated in respect of synthetic leases as if such leases were Capitalized Leases, and (e)
discount or other yield attributable to Permitted Securitization Transactions.


 


“Investment”
means the acquisition, purchase, or making of any loan, advance, contribution to capital or extension of credit, and any purchase
of stock or other debt or equity securities of or any interest in another Person or any integral part of any business or the assets
comprising such business or part thereof.


 


“Lien”
means any security interest, mortgage, pledge, lien, hypothecation, judgment lien or similar legal process, charge, encumbrance,
title retention agreement or analogous instrument or device (including the interest of the lessors under Capitalized Leases and
the interest of a vendor under any conditional sale or other title retention agreement).


 


“Make-Whole
Amount” is defined in Section 8.6.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its
Subsidiaries taken as a whole.


 




    	 	A-6	 



     


    

  


“Material
Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets
or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company and the Subsidiary Guarantors,
taken as a whole, to perform their obligations under this Agreement, the Notes and the Subsidiary Guaranty Agreement, or (c) the
validity or enforceability of this Agreement, the Notes or the Subsidiary Guaranty Agreement.


 


“Material
Credit Facility” means, as to the Company and its Material Subsidiaries (other than OTPC or any of its Subsidiaries),


 


(a)          the
Third Amended and Restated Credit Agreement dated as of October 29, 2012 by and between the Company, as borrower, the financial
institutions from time to time parties thereto, as lenders, U.S. Bank National Association, as Administrative Agent, and Bank of
America, N.A. and JPMorgan Chase Bank N.A., as Co-Syndication Agents, and KeyBank National Association, as Documentation Agent,
as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of October 29, 2013, that certain
Second Amendment to the Third Amended and Restated Credit Agreement dated as of November 3, 2014 and that certain Third Amendment
to Third Amended and Restated Credit Agreement dated as of October 29, 2015, including any renewals, extensions, further amendments,
supplements, restatements, replacements or refinancing thereof;


 


(b)          the
Term Loan Agreement dated as of February 5, 2016 among the Company, as borrower, the financial institutions from time to time parties
thereto, as lenders, and JPMorgan Chase Bank, N.A., as Agent; and


 


(c)          any
other agreement(s) creating or evidencing indebtedness for borrowed money entered into on or after the date of Closing by the Company
or any Material Subsidiary (other than OTPC or any of its Subsidiaries), or in respect of which the Company or any Material Subsidiary
(other than OTPC or any or of its Subsidiaries) is an obligor or otherwise provides a guarantee or other credit support (“Credit
Facility”), in a principal amount outstanding or available for borrowing equal to or greater than $50,000,000 (or the
equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility based
on the exchange rate of such other currency).


 


“Material
Subsidiary” means (a) OTPC and the other Subsidiaries identified as such on Schedule 5.4, and (b) any Subsidiary acquired
or formed after the Execution Date if at the time of such acquisition or formation or at any time thereafter either (1) the consolidated
assets of such Subsidiary and its Subsidiaries shall exceed 10% of the Consolidated Total Assets (excluding the assets of OTPC
and its Subsidiaries), or (2) the consolidated gross revenues of such Subsidiary and its Subsidiaries shall exceed 10% of the consolidated
gross revenues of the Company and its Subsidiaries (excluding the gross revenues of OTPC and its Subsidiaries). Such assets and
gross revenues shall be determined on a pro forma basis at the time of such acquisition or formation, and shall be determined thereafter
at the request of the request of the Required Holders, but not less than one time per fiscal year of the Company thereafter.


 




    	 	A-7	 



     


    

  


“Maturity
Date” is defined in the first paragraph of each Note.


 


“Memorandum”
is defined in Section 5.3.


 


“Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).


 


“NAIC”
means the National Association of Insurance Commissioners.


 


“Non-U.S.
Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States by
the Company or any Subsidiary primarily for the benefit of employees of the Company or one or more Subsidiaries residing outside
the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in
contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.


 


“Notes”
is defined in Section 1.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“OFAC Sanctions
Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC
Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.


 


“Officer’s
Certificate” means, with respect to any Person, a certificate of a Senior Financial Officer or of any other officer of
such Person whose responsibilities extend to the subject matter of such certificate.


 


“OTPC”
means Otter Tail Power Company, a Minnesota corporation.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Permitted
Sales and Leasebacks” means sales and leasebacks of assets of the Company or a Subsidiary involving a sale price of assets
of the Company and its Subsidiaries, not to exceed $20,000,000 in the aggregate for all transactions after the Execution Date,
that give rise to Interest-bearing Debt, calculated as if the relevant leases were Capitalized Leases (whether or not actually
constituting Capitalized Leases).


 


“Permitted
Securitization Transactions” means sales of accounts receivable and other securitization transactions in nominal principal
amounts not to exceed $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
Expense, shall each be determined on a reasonable basis by the Company as if each such transaction were a financing transaction
and not a sale.


 




    	 	A-8	 



     


    

  


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business
entity or Governmental Authority.


 


“Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within
the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA
Affiliate may have any liability.


 


“Preferred
Stock” means stock of the Company other than common stock.


 


“Priority
Debt” shall mean (without duplication) the sum of (a) unsecured Indebtedness of Subsidiaries (other than OTPC or any
or of its Subsidiaries) other than (1) Indebtedness owed to the Company or a Wholly-Owned Subsidiary, (2) Indebtedness outstanding
at the time such Person became a Subsidiary, provided that such Indebtedness shall not have been incurred in contemplation
of such Person becoming a Subsidiary and (3) unsecured Indebtedness of a Subsidiary Guarantor and (b) Indebtedness of the Company
or any of its Subsidiaries (other than OTPC or any or of its Subsidiaries) secured by a Lien, in each case, other than Liens permitted
by paragraphs (a) through (u) of Section 10.4.


 


“property”
or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.


 


“PTE”
is defined in Section 6.2(a).


 


“Purchaser”
or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and
such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however,
that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as
the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser”
of such Note for the purposes of this Agreement upon such transfer.


 


“Purchaser
Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice
and payment information.


 


“Qualified
Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such
term as set forth in Rule 144A(a)(1) under the Securities Act.


 


“QPAM Exemption”
is defined in Section 6.2(d).


 


“Ratable Portion”
for any Note shall mean an amount equal to the product of (a) that portion of the net proceeds from a sale of assets being
applied to the payment or prepayment of Interest-bearing Debt pursuant to Section 10.5(b) multiplied by (b) a fraction,
the numerator of which is the aggregate outstanding principal amount of such Note and the denominator of which is the aggregate
outstanding principal amount of all senior Interest-bearing Debt of the Company or a Subsidiary Guarantor receiving any repayment
or prepayment (or offer thereof) pursuant to Section 10.5(b).


 




    	 	A-9	 



     


    

  


“Related Fund”
means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised
or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.


 


“Required
Holders” means at any time (a) prior to the Closing, the Purchasers and (b) on or after the Closing, the holders of more
than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).


 


“Responsible
Officer” means, with respect to any Person, any Senior Financial Officer and any other officer of such Person with responsibility
for the administration of the relevant portion of this Agreement.


 


“Restricted
Payments” means any expenditure by the Company or any Subsidiary Guarantor for purchase, redemption or other acquisition
for value of any shares of the Company’s or any Subsidiary Guarantor’s stock, payment of any dividend thereon (other
than stock dividends and dividends payable solely by a Subsidiary Guarantor to another Subsidiary Guarantor or by a Subsidiary
Guarantor to the Company), any distribution on, or payment on account of the purchase, redemption, defeasance or other acquisition
or retirement for value of, any shares of the Company’s or any Subsidiary Guarantor’s stock (other than payment to,
or on account of or for the benefit of, the Company or any Subsidiary Guarantor only).


 


“Sale of Assets
Prepayment Date” is defined in Section 8.8(a).


 


“Sale of Assets
Prepayment Event” is defined in Section 8.8(a).


 


“SEC”
means the Securities and Exchange Commission of the United States of America.


 


“Securities”
or “Security” shall have the meaning specified in section 2(1) of the Securities Act.


 


“Securities
Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.


 


“Senior Financial
Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or comptroller
of such Person.


 


“Source”
is defined in Section 6.2.


 


“State Sanctions
List” means a list that is adopted by any state Governmental Authority within the United States pertaining to Persons
that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed
under U.S. Economic Sanctions Laws.


 




    	 	A-10	 



     


    

  


“Static GAAP”
is defined in Section 22.2.


 


“Subsidiary”
means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and
one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person,
and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person
or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture
can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).
Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the
Company.


 


“Subsidiary
Guarantor” means each Subsidiary that has executed and delivered the Subsidiary Guaranty Agreement on the date of the
Closing or pursuant to a Subsidiary Guaranty Supplement as required by Section 9.9(a).


 


“Subsidiary
Guaranty Agreement” is defined in Section 2.2.


 


“Subsidiary
Guaranty Supplement” is defined in Section 9.9(a)(1).


 


“Subsequent
Changes” is defined in Section 22.2.


 


“Substitute
Purchaser” is defined in Section 21.


 


“SVO”
means the Securities Valuation Office of the NAIC.


 


“Tax Returns”
is defined in Section 5.9.


 


“Total Capitalization”
means as of any date of determination, the sum of (a) the amounts set forth on the consolidated balance sheet of the Company as
the sum of the common stock, preferred stock, additional paid-in capital and retained earnings of the Company (excluding treasury
stock); plus (b) the principal amount of Interest-bearing Debt of the Company and its Subsidiaries.


 


“United States”
or “U.S.” means the United States of America.


 


“United States
Person” has the meaning set forth in Section 7701(a)(30) of the Code.


 


“USA PATRIOT
Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time
to time in effect.


 




    	 	A-11	 



     


    

  


“U.S. Economic
Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by
the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime,
including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability
and Divestment Act and any other OFAC Sanctions Program.


 


“Varistar
Corporation” means Varistar Corporation, a Minnesota corporation.


 


“Wholly-Owned
Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares)
and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries
at such time.


 








    	 	A-12	 



     


    

  


Form of Note


 


Otter Tail Corporation


 


3.55%
Guaranteed Senior Notes due December 15, 2026


 


	No. R-_____	_________ __, 20__
	$_______	PPN 689648 D@9


 


For
Value Received, the undersigned, Otter Tail Corporation (herein called the
“Company”), a corporation organized and existing under the laws of the State of Minnesota, hereby promises to
pay to ____________, or registered assigns, the principal sum of _____________________ Dollars
(or so much thereof as shall not have been prepaid) on December 15, 2026 (the “Maturity Date”), with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.55%
per annum from the date hereof, payable semiannually, on the fifteenth day of June and December in each year, commencing with the
June 15 or December 15 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, (1) on any overdue payment of interest and (2) during the continuance
of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time
to time equal to the greater of (i) 5.55% or (ii) 2.00%
over the rate of interest publicly announced by Bank of America, N.A. from time to time in New York, New York as its “base”
or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).


 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the principal office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated
by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.


 


This Note is one of
a series of Guaranteed Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement,
dated as of September 23, 2016 (as from time to time amended, the “Note Purchase Agreement”), between the Company
and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement
and (ii) made the representation set forth in Section 6.3 of the Note Purchase Agreement. Unless otherwise indicated, capitalized
terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.


 


This Note is a registered
Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a
written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.


 




    Schedule 1
 (to Note Purchase Agreement)


     


    

 


This Note is subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement,
but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the
laws of a jurisdiction other than such State.


 


	 	Otter Tail Corporation
	 	 	 
	 	By	            
	 	 	Its


 




    	 	S-1-2	 



     


    

 


Form of Opinion of Special
Counsel

for the Company and the Subsidiary Guarantors


 


(See Attached)


 




      
Schedule 4.4(a)(1)
 (to Note Purchase Agreement)



     


    

 


December 13, 2016


 


To the Purchasers named on

Schedule A attached hereto


 


Ladies and Gentlemen:


 


We have acted as special counsel to (i)
Otter Tail Corporation, a Minnesota corporation (the “Company”), in connection with the transactions contemplated by
that certain Note Purchase Agreement (the “Note Purchase Agreement”) dated as of September 23, 2016 between the Company
and the Purchasers party thereto (collectively, the “Purchasers”), relating to the issuance and sale by the Company
on the date hereof of $80,000,000 aggregate principal amount of its 3.55% Guaranteed Senior Notes due December 15, 2026 (the “Notes”)
and (ii) BTD Manufacturing, Inc., a Minnesota corporation (“BTD”), Northern Pipe Products, Inc., a North Dakota corporation
(“Northern”), Varistar Corporation, a Minnesota corporation (“Varistar”), and Vinyltech Corporation, an
Arizona corporation (“Vinyltech;” and with BTD, Northern and Varistar, the “Subsidiary Guarantors”) in
connection with that certain Subsidiary Guaranty Agreement of even date with this opinion ( the “Guaranty”).


 


This opinion is being delivered pursuant
to Section 4.4(a)(1) of the Note Purchase Agreement. Capitalized terms used herein, except as otherwise specifically defined herein,
are used with the same meaning as defined in the Note Purchase Agreement.


 


In connection with this opinion, we have
examined the following documents:


 


(a)          An
executed copy of the Note Purchase Agreement;


 


(b)          Executed
copies of the Notes;


 


(c)          An
executed copy of the Guaranty (along with the Note Purchase Agreement and the Notes, the “Transaction Documents”);
and


 


(d)          The representations letter dated September
23, 2016 from Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc.




 


We also have examined such other documents
and reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. In addition,
as to questions of fact material to the opinions hereinafter expressed, we have, when relevant facts were not independently established
by us, relied upon certificates and opinions of the Company, the Subsidiary Guarantors, their attorneys and officers, and of public
officials, and the representations made in the Transaction Documents. We have not independently examined the records of any court
or public office in any jurisdiction, and our opinion is subject to matters which examination of such records would reveal.


 




    S - 4.4(a)(1) - 1


     


    

 





December 13, 2016


Page 2


 


Our opinions expressed below as to certain
factual matters are qualified as being limited “to our knowledge” or by other words to the same or similar effect.
Such words, as used herein, mean that prior to or during the course of this firm’s representation of the Company and the
Subsidiary Guarantors in connection with the specific transactions contemplated by the Transaction Documents, no contrary information
came to the attention L. Joseph Genereux, Steven Khadavi, Genna Garver, Jesse Sixkiller or Lucas J. Olson, the attorneys in our
firm who have principally represented the Company and the Subsidiary Guarantors in connection with the transactions contemplated
by the Transaction Documents. In rendering such opinions, we have not conducted any independent investigation of the Company or
the Subsidiary Guarantors, consulted with other attorneys in our firm with respect to the matters covered thereby, or reviewed
any of our prior files involving the Company or the Subsidiary Guarantors. Finally, no inference as to our knowledge with respect
to the factual matters upon which we have so qualified our opinions should be drawn from the fact of our representation of the
Company or the Subsidiary Guarantors.


 


In rendering the opinions expressed below,
we have assumed, without verification, that:


 


		(A)	Each of the parties to the Transaction Documents, including
the Company and the Subsidiary Guarantors, is incorporated, validly existing and in good standing in its respective state of incorporation.



 


		(B)	Each of the parties to the Transaction Documents, including
the Company and the Subsidiary Guarantors, has the full corporate power and authority to enter into and perform its respective
obligations described in the Transaction Documents.



 


		(C)	The Transaction Documents have been executed and delivered
by the parties thereto, including the Company and the Subsidiary Guarantors, and all necessary steps have been taken to authorize
the execution, delivery and performance by such parties of the Transaction Documents.



 


		(D)	The representations and warranties of the Company and the
Subsidiary Guarantors contained in the Transaction Documents with respect to factual matters are true and correct as of the date
of this opinion and all other statements of fact contained in the Transaction Documents are true, but no statements as to law
or conclusions of law in the Transaction Documents which are expressly addressed by this opinion are assumed to be true.



 


		(E)	All signatures on the Transaction Documents are genuine,
all documents submitted to us as originals, if any, are authentic and all copies submitted to us conform to original documents
which are themselves authentic original documents.



 


		(F)	The Transaction Documents constitute the valid, binding
and enforceable obligations of each of the parties thereto, other than the Company and the Subsidiary Guarantors, and each of
the parties thereto, including the Company and the Subsidiary Guarantors, has the legal capacity to enter into and be bound by
the Transaction Documents.



 




    S - 4.4(a)(1) - 2


     


    

 





December 13, 2016


Page 3




 


		(G)	All natural persons executing and delivering the Transaction
Documents have the legal capacity for all purposes relevant hereto to do so, and such natural persons have the requisite power
and authority to so execute and deliver the Transaction Documents.



 


		(H)	The execution and delivery of the Transaction Documents,
the performance and consummation of the transactions described therein or contemplated thereby, and compliance with the terms
and observance of the conditions thereof will not conflict with, result in a breach or violation of, constitute a default under,
or violate any of the terms, provisions or conditions of (i) the articles or certificate of incorporation, bylaws or other
similar constitutive document of any party thereto, including the Company and the Subsidiary Guarantors, or (ii) any indenture,
mortgage, deed of trust, lease, document, agreement or other instrument to which any party thereto, including the Company and
the Subsidiary Guarantors, or by which any of them or their properties are bound, including, without limitation, the documents,
agreements and other instruments relating to any financing transaction to which any party thereto is a party, including the including
the Company and the Subsidiary Guarantors.



 


		(I)	All conditions precedent to the effectiveness of the Transaction
Documents have been satisfied or waived.



 


		(J)	The Company and the Subsidiary Guarantors engage in business
activities as described in the Memorandum.



 


Based on the foregoing, and subject to the
qualifications set forth below, we are of the opinion that:


 


1.          The
Note Purchase Agreement and the Notes constitute the legal, valid and binding agreements of the Company, enforceable against the
Company in accordance with their terms. The Subsidiary Guaranty constitutes the legal, valid and binding agreement of each Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms.


 


2.          No
approval, consent or withholding of objection on the part of, or prior filing, registration or qualification with, any Minnesota,
New York or federal governmental authority is required to be obtained or made by the Company or any Subsidiary Guarantor in connection
with the execution, delivery and performance of the Transaction Documents, except such as have been obtained or made.


 


3.          The
execution, delivery and performance by the Company and the Subsidiary Guarantors of the Transaction Documents do not result in
the contravention of any law, rule or regulation, or any order known by us to exist, of any Minnesota, New York or federal governmental
authority, as to which the Company, any Subsidiary Guarantor or its respective properties or assets are subject.




 




    S - 4.4(a)(1) - 3


     


    

 





December 13, 2016


Page 4




 


4.          Neither
the Company nor any Subsidiary Guarantor is required to register as an “investment company” under the Investment Company
Act of 1940, as amended.


 


5.          Assuming
the representations of the Purchasers in Sections 6.1 and 6.2 of the Note Purchase Agreement are correct, the issuance, sale and
delivery of the Notes, under the circumstances contemplated by the Note Purchase Agreement, do not require the registration of
the Notes under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939,
as amended.


 


6.          The
issuance of the Notes and the use of the proceeds of the sale of the Notes in accordance with the provisions of and as contemplated
by the Note Purchase Agreement do not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.




 


The opinions set forth above are subject
to the following qualifications and exceptions:


 


(a)          Our
opinions are limited to the laws of the State of Minnesota and the State of New York and the federal laws of the United States
of America. We assume no responsibility as to the applicability to this transaction, or the effect thereon, of the laws of any
other jurisdiction.


 


(b)          Our
opinions are subject to the effect of any applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent
transfer, statutes of limitation or other similar laws and judicial decisions, in each case affecting or relating to the rights
of creditors generally.


 


(c)          Our
opinions are subject to the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, estoppel, election of remedies and other similar doctrines affecting the enforceability of agreements
generally (regardless of whether considered in a proceeding in equity or at law). In addition, the availability of specific performance,
injunctive relief, the appointment of a receiver, marshalling of assets, stay or other equitable remedies is subject to the discretion
of the tribunal before which any proceeding therefor may be brought, unless such discretion is limited by an applicable statute.


 


(d)          Our
opinions are further subject to other laws and judicial decisions affecting the rights of creditors and secured creditors generally,
including, without limitation, (i) that the enforceability of the remedies, covenants or other provisions of the Transaction Documents
and the availability of equitable remedies may be limited where the enforcement of specific rights under the Transaction Documents
may require a judgment or decree of a court of competent jurisdiction after prior notice to the Company or a Subsidiary Guarantor
and (ii) an opportunity for the Company or such Subsidiary Guarantor to be heard by an appropriate tribunal.


 




    S - 4.4(a)(1) - 4


     


    

 





December 13, 2016


Page 5




 


(e)          To
the extent that any opinion relates to the enforceability of the choice of law provisions in the Transaction Documents, our opinion
is rendered in reliance upon Section 5-1401 of the General Obligations Law of New York and is subject to the qualifications that
such enforceability may be limited by public policy considerations of any jurisdiction other than the courts of the State of New
York in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought.


 


(f)          We
express no opinion as to the enforceability of provisions of the Transaction Documents to the extent they contain:


 


		(i)	forum
selection provisions, or any provision which purports to confer jurisdiction upon any court or other tribunal;



 


		(ii)	waivers
by the Company or any Subsidiary Guarantor of any statutory or constitutional rights, defenses or remedies, or the right to recover
certain types of damages, or the right to impose counterclaims, or of statutes of limitation or the tolling thereof;



 


		(iii)	cumulative
remedies to the extent such cumulative remedies purport to compensate, or would have the effect of compensating, the party entitled
to the benefits thereof in an amount in excess of the actual loss suffered by such party;



 


		(iv)	provisions
requiring the Company or a Subsidiary Guarantor to pay an early termination fee or other form of liquidated damages, if the payment
of such fee or damages is determined by a court to be unreasonable in relation to actual damages or disproportionate to actual
damages suffered by the Purchasers as a result of such prepayment, default or termination;



 


		(v)	provisions
requiring the Company or a Subsidiary Guarantor to pay a prepayment premium upon payment in full of the indebtedness after an
acceleration thereof for default or in connection with the payment of any amount due in redemption after default;



 




    S - 4.4(a)(1) - 5


     


    

 





December 13, 2016


Page 6




 


		(vi)	provisions
which purport to render prohibited transfers null and void;



 


		(vii)	provisions
to the effect that the terms of any document may not be waived or modified orally or by course of conduct;



 


		(viii)	provisions
which purport to establish evidentiary standards;



 


		(ix)	provisions
which purport to grant powers of attorney to any Purchaser;



 


		(x)	provisions
which excuse any person or entity from liability for, or require any person or entity to indemnify any person or entity against,
the indemnified person’s or entity’s gross negligence or willful misconduct, or any other indemnification agreement
which may be contrary to public policy; or



 


		(xi)	provisions
which purport to guaranty swap obligations of any other Person to the extent that the relevant guarantor is not an “eligible
contract participant” under the Commodities Exchange Act or any rules promulgated thereunder or any successor statute or
rules.



 


(g)          We
express no opinion concerning the Company’s or any Subsidiary Guarantor’s rights in or title to, or the creation, perfection
or priority of any security interest, pledge, lien, or other similar interest in, any personal property, or the creation, perfection
or priority of any lien, mortgage or other similar interest in any real property.


 


(h)          Our
opinions in Paragraphs 2 and 3 are limited to (x) to our actual knowledge of the specific business activities and properties of
the Company or any Subsidiary Guarantor based solely upon the Memorandum in respect of such matters and without any independent
investigation or verification on our part, and (y) laws and regulations (including laws and regulations applicable to a public
utility holding company) normally applicable to transactions of the type contemplated in the Transaction Documents and do not extend
to licenses, permits and approvals necessary for the conduct of the Company’s or any Subsidiary Guarantor’s business
or any federal securities or commodities laws (other than as provided in our opinions in Paragraphs 4 and 5 above), or the securities
or “Blue Sky” laws of any state or foreign jurisdiction. In addition and without limiting the previous sentence, we
express no opinion herein with respect to the effect of any land use, safety, hazardous material, environmental or similar law,
or any local law.


 




    S - 4.4(a)(1) - 6


     


    

 





December 13, 2016


Page 7




 


(i)          In
rendering our opinion in Paragraph 2, we are only opining as to consents, approvals, authorizations, registrations and filings
necessary for the Company or any Subsidiary Guarantor to execute, deliver and perform its obligations under the Transaction Documents,
and we express no opinion with respect to any consent, approval, authorization from, or any registration, declaration or filing
with, any governmental authority or agency required generally in connection with the day-to-day business or operations of the Company
or any Subsidiary Guarantor.


 


(j)          Except
as set forth in Paragraph 3, we express no opinion as to compliance or the effect of noncompliance by the Company or any Subsidiary
Guarantor with any laws or regulations applicable to the Company or any Subsidiary Guarantor in connection with the transactions
described in the Transaction Documents.


 


(k)          We
express no opinion as to compliance or the effect of noncompliance by the Purchasers with any state or federal laws or regulations
applicable to the Purchasers in connection with the transactions described in the Transaction Documents.


 


(l)          Our
opinions in Paragraph 1 as to the Guaranty are subject to the defenses available to a guarantor under applicable law, but the waivers
of such defenses set forth in the Guaranty are enforceable, subject to the other exceptions set forth herein.


 


(m)          We
express no opinion with respect to any document which is referenced in or incorporated by reference in the Transaction Documents,
but is not itself expressly covered by this opinion letter.


 


The opinions expressed above are limited
to the laws of the States of Minnesota and New York and the federal laws of the United States and we express no opinion as to the
laws of any other jurisdiction.


 


The foregoing opinions are being furnished
solely for the benefit of the addressees named on Schedule A hereto (and their permitted transferees, provided that any transfer
of Notes to such transferees is made in accordance with the applicable provisions of the Note Purchase Agreement), and may not
be relied upon by, nor may copies be delivered to, any other person without our prior written consent, except to the extent required
by applicable law or regulation or in response to a subpoena or court order, or in accordance with any auditing or oversight function
or to any governmental or regulatory authority, including, without limitation, the National Association of Insurance Commissioners,
to which any addressee or permitted transferee is subject. No use of or reliance on the foregoing opinions by any party, including,
without limitation, the Purchasers, shall establish or imply an attorney-client relationship between such party and this firm with
respect to the Transaction Documents or the transactions contemplated thereby, and each such party by using or relying on our opinions
disclaims any such attorney-client relationship with respect to the Transaction Documents and the transactions contemplated thereby
for any purpose without our prior written approval. We disclaim any obligation to update this opinion letter for events occurring
or coming to our attention, or any changes in the law taking effect, after the date hereof.


 


Very truly yours,


 


LJG/SK


 


Attachment:Schedule A—List of Addressees


 




    S - 4.4(a)(1) - 7


     


    

 


Schedule
A


 


List of Addressees


 


	Union Fidelity Life Insurance Company
	 
	Erie Family Life Insurance Company
	 
	Lincoln Benefit Life Company
	 
	Metropolitan Life Insurance Company
	 
	MetLife Insurance Company USA
	 
	General American Life Insurance Company
	 
	MetLife Insurance K.K.
	 
	The Guardian Life Insurance Company of America
	 
	American Equity Investment Life Insurance Company


 




    S - 4.4(a)(1) - 8


     


    

 


Form of Opinion of the General
Counsel

for the Company and the Subsidiary Guarantors


 


(See Attached)


 




    	Schedule
                                         4.4(A)(2)
(to Note Purchase Agreement)




     


    

 


December 13, 2016


 


To the Purchasers named on

Schedule A attached hereto:


 


Ladies and Gentlemen:


 


I have acted as General Counsel to (i) Otter
Tail Corporation, a Minnesota corporation (the “Company”), in connection with the transactions contemplated by that
certain Note Purchase Agreement (the “Note Purchase Agreement”) dated as of September 23, 2016 between the Company
and the Purchasers party thereto (collectively, the “Purchasers”), relating to the issuance and sale by the Company
on the date hereof of $80,000,000 aggregate principal amount of its 3.55% Guaranteed Senior Notes due December 15, 2026 (the “Notes”)
and (ii) BTD Manufacturing, Inc., a Minnesota corporation (“BTD”), Northern Pipe Products, Inc., a North Dakota corporation
(“Northern”), Varistar Corporation, a Minnesota corporation (“Varistar”), and Vinyltech Corporation, an
Arizona corporation (“Vinyltech;” and with BTD, Northern and Varistar, the “Subsidiary Guarantors”) in
connection with that certain Subsidiary Guaranty Agreement of even date with this opinion (the “Guaranty”).


 


This opinion is being delivered pursuant
to Section 4.4(a)(2) of the Note Purchase Agreement. Capitalized terms used herein, except as otherwise specifically defined herein,
are used with the same meaning as defined in the Note Purchase Agreement.


 


In connection with this opinion, I have
examined the following documents:


 


(a)          The
Restated Articles of Incorporation of the Company;


 


(b)          The
Restated Bylaws of the Company;


 


(c)          Resolutions
of the Board of Directors of the Company adopted September 22, 2016;


 


(d)          The
Articles of Incorporation of BTD;


 


(e)          The
Bylaws of the BTD;


 


(f)          Resolutions
of the Board of Directors of BTD adopted December [ ], 2016;


 


(g)          The
Articles of Incorporation of Northern;


 


(h)          The
Bylaws of the Northern;


 


(i)          Resolutions
of the Board of Directors of Northern adopted December [ ], 2016;


 




    	 	S-4.4(a)(2)-1	 



     


    

 


December 13, 2016


Page 2



 


(j)          The
Articles of Incorporation of Varistar, as amended;


 


(k)          The
Bylaws of the Varistar;


 


(l)          Resolutions
of the Board of Directors of Varistar adopted December [ ], 2016;


 


(m)          The
Articles of Incorporation of Vinyltech, as amended;


 


(n)          The
Bylaws of the Vinyltech;


 


(o)          Resolutions
of the Board of Directors of Vinyltech adopted December [ ], 2016;


 


(p)          A
good standing certificate for the Company and for each Subsidiary Guarantor issued by the Secretary of State of the state of incorporation
of such Person;


 


(q)          An
executed copy of the Note Purchase Agreement;


 


(r)          Executed
copies of the Notes;


 


(s)          An
executed copy of the Guaranty (along with the Note Purchase Agreement and the Notes, the “Transaction Documents”);
and


 


(t)          The
other documents delivered in connection with the Closing on or about the date hereof.


 


I also have examined such other documents
and reviewed such questions of law as I have considered necessary and appropriate for the purposes of this opinion.


 


In rendering my opinions set forth below,
I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures (other than the
signatures of officers of the Company and the Subsidiary Guarantors) and the conformity to authentic originals of all documents
submitted to me as copies. I also have assumed the legal capacity for all purposes relevant hereto of all natural persons (other
than officers of the Company and the Subsidiary Guarantors) and, with respect to all parties to agreements or instruments relevant
hereto other than the Company and the Subsidiary Guarantors, that such parties had the requisite power and authority (corporate
or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly
authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or
instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to my opinion,
I have relied upon representations and certificates of officers and other employees of the Company and the Subsidiary Guarantors
(known by me to have authority to make such representations and certifications on behalf of the Company and the Subsidiary Guarantors)
and certificates of public officials.


 




    S-4.4(a)(2)-2


     


    

 


December 13, 2016


Page 3



 


Based on the foregoing,
I am of the opinion that:


 


·          (i)          Each
of the Company and each Subsidiary Guarantor is a corporation duly organized, validly existing and in good standing under the
laws of the state of its incorporation, and each is duly qualified and in good standing as a foreign corporation in all other
jurisdictions in which its respective present operations or properties require such qualification, except where failure so to
qualify or to be in good standing would not constitute a Material Adverse Effect.


 


·          (ii)         The
Company and each Subsidiary Guarantor each has full corporate power and authority to (a) own and operate its properties and assets
and carry on its business as presently conducted (as described with respect to the Company in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2015) and (b) enter into and perform its obligations under the Transaction Documents
to which it is a party.


 


·          (iii)        The
execution and delivery by each of the Company and each Subsidiary Guarantor of the Transaction Documents to which it is a party,
the issuance of the Notes by the Company under the Note Purchase Agreement, and the performance by each of the Company and each
Subsidiary Guarantor of its respective obligations under the Transaction Documents to which it is a party have been duly authorized
by all necessary corporate action, and the Transaction Documents have been duly executed and delivered on behalf of the Company
and each Subsidiary Guarantor, as applicable.


 


·          (iv)        There
is no provision in (a) the Company’s or any Subsidiary Guarantor’s Articles or Certificate of Incorporation or Bylaws,
(b) any indenture, mortgage, contract or agreement to which the Company or any Subsidiary Guarantor is a party or by which the
Company or any Subsidiary Guarantor or its respective properties are bound, (c) any law, statute, rule or regulation or (d) any
writ, order or decision of any court or governmental instrumentality binding on the Company or any Subsidiary Guarantor which
would be contravened by the execution, delivery or performance by the Company or any Subsidiary Guarantor of the Transaction Documents
to which it is a party.


 


·          (v)         There
are no actions, suits or proceedings pending or, to the best of my knowledge, threatened against the Company or any Subsidiary
Guarantor before any court or arbitrator or by or before any administrative agency or government authority, which, if adversely
determined, could reasonably be expected to constitute a Material Adverse Effect or which would impair (a) the ability of the
Company to issue and deliver the Notes or to comply with the provisions of the Note Purchase Agreement or the Notes or (b) the
ability of any Subsidiary Guarantor to execute and deliver the Guaranty or to comply with the provisions of the Guaranty.


 


The opinions expressed
above are limited to the laws of the States of Minnesota and North Dakota and the federal laws of the United States and, with respect
to my opinion in paragraphs (i), (ii) and (iv) only, the Arizona Business Corporation Act. I express no opinion as to the laws
of any other jurisdiction.


 




    	 	S-4.4(a)(2)-3	 



     


    

 


December 13, 2016


Page 4



 


The foregoing opinions
are being furnished to you solely for your benefit (and for the benefit of your transferees, provided that any transfer of Notes
to such transferees is made in accordance with the applicable provisions of the Note Purchase Agreement), and may not be relied
upon by, nor may copies be delivered to, any other person without my prior written consent, except to the extent required by applicable
law or regulation or in accordance with any auditing or oversight function or in response to a subpoena or court order, or to any
governmental or regulatory authority, including, without limitation, the National Association of Insurance Commissioners, to which
any addressee or permitted transferee is subject. No use of or reliance on the foregoing opinions by any party, including, without
limitation, the Purchasers, shall establish or imply an attorney-client relationship between such party and me with respect to
the Transaction Documents or the transactions contemplated by the Transaction Documents, and each such party by using or relying
on the foregoing opinions disclaims any such attorney-client relationship with respect to the Transaction Documents and the transactions
contemplated by the Transaction Documents for any purpose without my prior written approval.


 


I disclaim any obligation
to update this opinion letter for events occurring or coming to my attention, or any changes in the law taking effect, after the
date hereof.


 


	 	Very truly yours,
	 	 
	 	 
	 	George Koeck
	 	Senior Vice President, General Counsel & Corporate Secretary, Otter Tail Corporation


 




    	 	S-4.4(a)(2)-4	 



     


    

 


SCHEDULE A


 


List of Addressees


 


	Union Fidelity Life Insurance Company
	 
	Erie Family Life Insurance Company
	 
	Lincoln Benefit Life Company
	 
	Metropolitan Life Insurance Company
	 
	MetLife Insurance Company USA
	 
	General American Life Insurance Company
	 
	MetLife Insurance K.K.
	 
	The Guardian Life Insurance Company of America
	 
	American Equity Investment Life Insurance Company


 




    S-4.4(a)(2)-5


     


    

 


Form of Opinion of Special
Counsel

For The Purchasers


 


The opinion of Schiff
Hardin LLP, special counsel to the Purchasers, called for by Section 4.4(b) of the Agreement, shall be dated the date of the Closing
and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:


 


1.          The
Company is a corporation validly existing and in good standing under the laws of the State of Minnesota.


 


2.          The
Agreement and the Notes being delivered on the date of the Closing constitute the legal, valid and binding contracts of the Company,
enforceable against the Company in accordance with their respective terms.


 


3.          The
issuance, sale and delivery of the Notes being delivered on the date of the Closing under the circumstances contemplated by this
Agreement do not, under existing law, require the registration of such Notes under the Securities Act or the qualification of an
indenture under the Trust Indenture Act of 1939, as amended.


 


The opinion of Schiff
Hardin LLP shall also state that the opinion of Dorsey & Whitney LLP is satisfactory in scope and form to Schiff Hardin LLP
and that, in their opinion, the Purchasers are justified in relying thereon.


 


In rendering the opinion
set forth in paragraph 1 above, Schiff Hardin LLP may rely, as to matters referred to in paragraph 1, solely upon an examination
of the Articles of Incorporation certified by, and a certificate of good standing of the Company from, the Secretary of State of
the State of Minnesota. The opinion of Schiff Hardin LLP is limited to the laws of the State of New York and the federal laws of
the United States.


 


With respect to matters
of fact upon which such opinion is based, Schiff Hardin LLP may rely on appropriate certificates of public officials and officers
of the Company and upon representations of the Company and the Purchasers delivered in connection with the execution and delivery
of the Agreement.


 


 




    
Schedule 4.4(b)
 (to Note Purchase Agreement)



     


    

 


Disclosure Materials


 


No
Disclosure Materials other than the Memorandum and the financial statements described on Schedule 5.5.


 




    
Schedule 5.3
 (to Note Purchase Agreement)



     


    

 


Subsidiaries of the Company
and

Ownership of Subsidiary Stock;

Directors and Senior Officers


 


(a)   (i)          Subsidiaries
of Otter Tail Corporation


 


	Company 	 	State of

Organization	 	Number and Class of Shares Issued

and Owned by Otter Tail

Corporation or its Subsidiaries	 	Footnote

Ref.
	 	 	 	 	 	 	 
	AEV, Inc.	 	Minnesota	 	100 Shares Common	 	(1)
	 	 	 	 	 	 	 
	ASI, Inc.	 	Minnesota	 	100 Shares Common	 	(3)
	 	 	 	 	 	 	 
	*#BTD Manufacturing, Inc. 	 	Minnesota	 	200 Shares Common	 	(1)
	 	 	 	 	 	 	 
	IMD, Inc.	 	North Dakota	 	980 Shares Common	 	(1)
	 	 	 	 	 	 	 
	Miller Welding & Iron Works, Inc.	 	Minnesota	 	1,000 Shares Common	 	(5)
	 	 	 	 	 	 	 
	*#Northern Pipe Products, Inc.	 	North Dakota	 	10,000 Shares Common	 	(1)
	 	 	 	 	 	 	 
	Otter Tail Assurance Limited	 	Cayman Islands	 	50,000 Shares Common	 	(4)
	 	 	 	 	 	 	 
	Otter Tail Energy Services Company, Inc.	 	Minnesota	 	1,000 Shares Common	 	(4)
	 	 	 	 	 	 	 
	#Otter Tail Power Company	 	Minnesota	 	100 Shares Common	 	(4)
	 	 	 	 	 	 	 
	Sheridan Ridge II, LLC	 	Minnesota	 	1,000 Membership Units	 	(2)
	 	 	 	 	 	 	 
	Shrco, Inc.	 	Minnesota	 	100 Shares Common	 	(1)
	 	 	 	 	 	 	 
	T.O. Plastics, Inc. 	 	Minnesota	 	100 Shares Common	 	(1)
	 	 	 	 	 	 	 
	*#Varistar Corporation	 	Minnesota	 	100 Shares Common	 	(4)
	 	 	 	 	 	 	 
	*#Vinyltech Corporation 	 	Arizona	 	100 Shares Common	 	(1)


 


	
        (1)   Subsidiary
        of Varistar Corporation

        (2)   Subsidiary
        of Otter Tail Energy Services Company, Inc.

        (3)   Subsidiary
        of Shrco, Inc.
	 	
        (4)   Subsidiary
        of Otter Tail Corporation

        (5)   Subsidiary
        of BTD Manufacturing, Inc.

         



 


Subsidiary Guarantors are indicated by “*”


 


Material Subsidiaries are indicated by “#”


 




    Schedule
                                         5.4
 (to
                                         Note Purchase Agreement)


     


    

 


December 13, 2016


Page 2



 


		(b)	Directors of Otter Tail Corporation



 


Karen Bohn, John D. Erickson, Steven Fritze, Kathryn
O. Johnson, Charles MacFarlane, Timothy O’Keefe, Nathan I. Partain, Joyce Schuette Nelson, James Stake


 


		(c)	Executive Officers of Otter Tail Corporation



 


Charles MacFarlane – President & Chief Executive
Officer


 


Kevin Moug – Chief Financial Officer and Senior
Vice President


 


George Koeck – Senior Vice President, General
Counsel & Corporate Secretary


 


John Abbott – Senior Vice President, Manufacturing
Platform


 


Timothy Rogelstad – Senior Vice President, Electric
Platform


 


Paul Knutson – Vice President of Human Resources


 


Chris Oehler – Vice President of Corporate Communications


 


Brian W. Carlson – Vice President of Financial
Planning & Treasurer


 


Jennifer Smestad – Assistant Secretary


 


Loren Hanson – Assistant Treasurer & Assistant
Secretary


 




    Schedule
                                         5.4
 (to
                                         Note Purchase Agreement)


     


    

 


Financial Statements


 


- Audited annual balance sheets and
changes in shareholders’ equity and statements of income and cash flows for the Company for fiscal years ending
December 31, 2013, 2014 and 2015.


 


- Unaudited quarterly balance sheet and
statements of income and cash flows for the Company as of March 31, 2016 and June 30, 2016.


 




    
Schedule 5.5
 (to Note Purchase Agreement)



     


    

 


Existing Indebtedness of
the Company and its Subsidiaries


 


The following tables provide a breakdown of the assignment of
the Company’s consolidated short-term and long-term debt outstanding as of June 30, 2016:


 


	June 30, 2016 (in thousands)	 	OTP	 	 	Otter Tail
 Corporation	 	 	Otter Tail
 Corporation
 Consolidated	 
	Short-Term Debt1	 	$	29,985	 	 	$	19,289	 	 	$	49,274	 
	Long-Term Debt:	 	 	 	 	 	 	 	 	 	 	 	 
	9.000% Unsecured Notes, due December 15, 20162	 	 	 	 	 	$	52,330	 	 	$	52,330	 
	Unsecured Term Loan, LIBOR plus 0.90%, due February 5, 2018	 	 	 	 	 	 	50,000	 	 	 	50,000	 
	Senior Unsecured Notes 5.95%, Series A, due August 20, 2017	 	$	33,000	 	 	 	 	 	 	 	33,000	 
	Senior Unsecured Notes 4.63%, due December 1, 2021	 	 	140,000	 	 	 	 	 	 	 	140,000	 
	Senior Unsecured Notes 6.15%, Series B, due August 20, 2022	 	 	30,000	 	 	 	 	 	 	 	30,000	 
	Senior Unsecured Notes 6.37%, Series C, due August 20, 2027	 	 	42,000	 	 	 	 	 	 	 	42,000	 
	Senior Unsecured Notes 4.68%, Series A, due February 27, 2029	 	 	60,000	 	 	 	 	 	 	 	60,000	 
	Senior Unsecured Notes 6.47%, Series D, due August 20, 2037	 	 	50,000	 	 	 	 	 	 	 	50,000	 
	Senior Unsecured Notes 5.47%, Series B, due February 27, 2044	 	 	90,000	 	 	 	 	 	 	 	90,000	 
	Unsecured North Dakota Development Note, 3.95%, due April 1, 2018	 	 	 	 	 	 	145	 	 	 	145	 
	Unsecured Partnership in Assisting Community Expansion (PACE) Note, 2.54%, due March 18, 2021	 	 	 	 	 	 	908	 	 	 	908	 
	Total	 	$	445,000	 	 	$	103,383	 	 	$	548,383	 
	Less: Current Maturities net of Unamortized Debt Issuance Costs	 	 	 	 	 	 	52,497	 	 	 	52,497	 
	Unamortized Long-Term Debt Issuance Costs	 	 	1,980	 	 	 	102	 	 	 	2,082	 
	Total Long-Term Debt net of Unamortized Debt Issuance Costs	 	$	443,020	 	 	$	50,784	 	 	$	493,804	 
	Total Short-Term and Long-Term Debt (with current maturities)	 	$	473,005	 	 	$	122,570	 	 	$	595,575	 



 


 






		1	The Short-Term Debt is evidenced by (i) the credit facility described in clause (a) of the definition
of Material Credit Facility, which is guaranteed by the Subsidiary Guarantors and (ii) that certain Second Amended and Restated
Credit Agreement dated as of October 29, 2012 by and between the OTPC, as borrower, the financial institutions from time to time
parties thereto, as lenders, U.S. Bank National Association, as Administrative Agent, and Bank of America, N.A. and JPMorgan Chase
Bank N.A., as Co-Syndication Agents, and KeyBank National Association, as Documentation Agent, as amended by that certain First
Amendment to Second Amended and Restated Credit Agreement dated as of October 29, 2013, that certain Second Amendment to the Second
Amended and Restated Credit Agreement dated as of November 3, 2014 and that certain Third Amendment to Second Amended and Restated
Credit Agreement dated as of October 29, 2015, including any renewals, extensions, further amendments, supplements, restatements,
replacements or refinancing thereof.



  


		2	Guaranteed by the Subsidiary Guarantors.


 




    Schedule
                                         5.15
 (to
                                         Note Purchase Agreement)


     


    

 


Partnerships and Joint Ventures

as of June 30, 2016


 


	Partnership Name	 	Type of
 Partnership
 Interest	 	Ownership
 Percentage	 	 	Book value of
 Investment
 June 30, 2016	 
	Boston Financial Institutional Tax Credit VIII Fund	 	Limited	 	 	3.4	 	 	$	0	 
	 	 	 	 	 	 	 	 	 	 	 
	Walnut Properties Limited – Summit Group	 	Limited	 	 	15.7	 	 	$	0	 
	 	 	 	 	 	 	 	 	 	 	 
	WNC Institutional Tax Credit Fund II	 	Limited	 	 	13.3332	 	 	$	0	 
	 	 	 	 	 	 	 	 	 	 	 
	Grace Village Limited Partnership	 	Limited	 	 	89.0	 	 	$	0	 
	 	 	 	 	 	 	 	 	 	 	 
	The Homestead Limited Partnership	 	Limited	 	 	89.0	 	 	$	0	 
	 	 	 	 	 	 	 	 	 	 	 
	Lincoln Square of Alexandria Limited Partnership	 	Limited	 	 	89.0	 	 	$	0	 
	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	$	0	 



 


No Subsidiary Guarantor has any partnership or joint venture
interest.


 




    Schedule
                                         5.19
 (to
                                         Note Purchase Agreement)


     


    

 


Affiliate
Transactions


 


None


 




    Schedule
                                         10.1
 (to
                                         Note Purchase Agreement)


     


    

 


Investments


 


None


 




    Schedule
                                         10.10
 (to
                                         Note Purchase Agreement)


     


    

 


Form
of Subsidiary Guaranty Agreement


 


(See
Attached)


 




    Exhibit
                                         SGA
 (to
                                         Note Purchase Agreement)


     


    

 


Execution
Copy


 


 






 


Subsidiary
Guaranty Agreement


 


Dated
as of December 13, 2016


 


of


 


BTD
Manufacturing, Inc.


Northern
Pipe Products, Inc.


Varistar
Corporation


Vinyltech
Corporation


and


Certain
Other Subsidiaries of Otter Tail Corporation


From
Time to Time Parties Hereto


 


 






 




    	 	Exhibit SGA - 1	 



     


    

 


Table
of Contents


 


	Section	Heading	Page
	 	 	 
	Section 1.Guaranty	4
	 	 
	Section 2.Obligations Absolute	5
	 	 
	Section 3.Waiver	5
	 	 
	Section 4.Obligations Unimpaired	6
	 	 
	Section 5.Subrogation	6
	 	 
	Section 6.Reinstatement of Guaranty	8
	 	 
	Section 7.Rank of Guaranty	8
	 	 
	Section 8.Representations and Warranties of Each Guarantor	8
	 	 
	Section 8.1.Organization; Power and Authority	8
	 	 
	Section 8.2.Authorization, Etc	8
	 	 
	Section 8.3.Compliance with Laws, Other Instruments, Etc	9
	 	 
	Section 8.4.Governmental Authorizations, Etc	9
	 	 
	Section 8.5.Information Regarding the Company	9
	 	 
	Section 9.Term of Guaranty Agreement	9
	 	 
	Section 10.Survival of Representations and Warranties; Entire Agreement	9
	 	 
	Section 11.Amendment and Waiver	10
	 	 
	Section 11.1.Requirements	10
	 	 
	Section 11.2.Solicitation of Holders	10
	 	 
	Section 11.3.Binding Effect	10
	 	 
	Section 11.4.Notes Held By Company, Etc	11
	 	 
	Section 12.Notices	11
	 	 
	Section 13.Miscellaneous	11
	 	 
	Section 13.1.Successors and Assigns; Joinder	11
	 	 
	Section 13.2.Severability	11
	 	 
	Section 13.3.Construction	11
	 	 
	Section 13.4.Further Assurances	12
	 	 
	Section 13.5.Governing Law	12
	 	 
	Section 13.6.Jurisdiction and Process; Waiver of Jury Trial	12
	 	 
	Section 13.7.Reproduction of Documents; Execution	13


 




    	 	Exhibit SGA - 2	 



     


    

 


Subsidiary
Guaranty Agreement


 


This
Subsidiary Guaranty Agreement, dated as of December 13, 2016 (this “Guaranty
Agreement”), is made by each of the undersigned (each a “Guarantor” and, together with each of the
other signatories hereto and any other entities from time to time parties hereto pursuant to Section 13.1 hereof, the “Guarantors”)
in favor of the Purchasers (as defined below) and each other holder from time to time of any of the Notes (as defined in the Note
Agreement referred to below) (collectively with the Purchasers, the “Holders” and individually each a “Holder”).


 


Preliminary
Statements:


 


I.           Otter
Tail Corporation, a Minnesota corporation (the “Company”), entered into a Note Purchase Agreement dated as of
September 23, 2016 (as amended, modified, supplemented or restated from time to time,
the “Note Agreement”) with each of the Purchasers, under which the Company will issue to the Purchasers, simultaneously
with the delivery of this Guaranty Agreement, its 3.55% guaranteed senior notes in the aggregate principal amount of $80,000,000
(including any Notes issued in substitution thereof or exchange therefor pursuant to Section 13 of the Note Agreement, the “Notes”).
Capitalized terms used herein have the meanings specified in the Note Agreement unless otherwise defined herein.


 


II.          Each
of the Guarantors is a Subsidiary of the Company.


 


III.         It
is a condition to the agreement of the Purchasers to enter into
the Note Agreement and of any Purchaser to purchase the Notes to be purchased by it under the Note Agreement that this Guaranty
Agreement shall have been executed and delivered by each Guarantor and shall be in full force and effect.


 


IV.          Each
Guarantor will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement. The board
of directors or other similar governing body of each Guarantor has determined that the incurrence of such obligations is
in the best interests of such Guarantor.


 


Now
therefore, in order to induce, and in consideration of, the execution and delivery of the Note Agreement and the purchase
of the Notes by each of the Purchasers, each Guarantor hereby covenants and agrees with, and represents and warrants to each of
the Holders as follows:


 




    	 	Exhibit SGA - 3	 



     


    

 


Section 1.          Guaranty.


 


Each Guarantor hereby
irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to (a) each Holder, the due and
punctual payment in full of the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest
accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under,
the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or
by acceleration or otherwise) and (b) to each Holder, any other sums which may become due under the terms and provisions of the
Notes, the Note Agreement or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above
are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present
and continuing guaranty of payment and not of collectibility and is in no way conditional or contingent upon any attempt to collect
from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any
other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed
Obligations, each Guarantor agrees to pay the same when due to the Holders entitled thereto, without demand, presentment, protest
or notice of any kind, in lawful money of the United States, pursuant to the requirements for payment specified in the Notes and
the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action
hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor agrees that the Notes issued
pursuant to the Note Agreement may (but need not) make reference to this Guaranty Agreement.


 


Each Guarantor agrees
to pay and to indemnify and save each Holder harmless from and against any damage, loss, cost or expense (including reasonable
attorneys’ fees) which such Holder may incur or be subject to as a consequence, direct or indirect, of (1) any breach by
such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of
any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein, together
with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach
or default, (2) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the
Note Agreement or any other instrument referred to therein and (3) enforcing or defending (or determining whether or how to enforce
or defend) the provisions of this Guaranty Agreement.


 


Each Guarantor hereby
acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors and any
other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Agreement.


 


Notwithstanding the
foregoing provisions or any other provision of this Guaranty Agreement, the Purchasers (on behalf of themselves and their successors
and assigns) and each Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount
determined as of such time with regard to such Guarantor, then this Guaranty Agreement shall be automatically amended to reduce
the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of any Guarantor
or any Holder and shall be deemed to have been automatically consented to by each Guarantor and each Holder. Each Guarantor agrees
that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation
of such Guarantor. “Maximum Guaranteed Amount” means as of the date of determination with respect to a Guarantor,
the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would
not render such Guarantor’s liability under this Guaranty Agreement subject to avoidance under Section 548 of the United
States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.


 




    	 	Exhibit SGA - 4	 



     


    

 


Section 2.       Obligations
Absolute.


 


The obligations of
each Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability
of the Notes, the Note Agreement or any other instrument referred to therein, shall not be subject to any counterclaim, setoff,
deduction or defense based upon any claim such Guarantor may have against the Company or any Holder or otherwise, and shall remain
in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or
condition whatsoever (whether or not such Guarantor shall have any knowledge or notice thereof), including, without limitation:
(a) any amendment to, modification of, supplement to or restatement of the Notes, the Note Agreement or any other instrument
referred to therein (it being agreed that the obligations of each Guarantor hereunder shall apply to the Notes, the Note Agreement
or any such other instruments as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or
of any interest therein, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or
release of any other Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed
Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes, the Note
Agreement or any other instrument referred to therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment,
composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidation
of any Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of
any Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or
perform any of the terms of any other agreement with any Guarantor; (f) any failure on the part of any Holder to obtain, maintain,
register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor (whether or not similar to the foregoing), other than the payment in full in cash
of all of the Guaranteed Obligations and all other obligations hereunder, and in any event however material or prejudicial it may
be to any Guarantor or to any subrogation, contribution or reimbursement rights any Guarantor may otherwise have. Each Guarantor
covenants that its obligations hereunder will not be discharged until the payment in full in cash of all of the Guaranteed Obligations
and all other obligations hereunder.


 


Section 3.       Waiver.


 


Each Guarantor unconditionally
waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance
hereon and of any default by the Company in the payment of any amounts due under the Notes, the Note Agreement or any other instrument
referred to therein, and of any of the matters referred to in Section 2 hereof, (b) all notices which may be required by statute,
rule of law or otherwise to preserve any of the rights of any Holder against such Guarantor, including, without limitation, presentment
to or demand for payment from the Company or any Guarantor with respect to any Note, notice to the Company or to any Guarantor
of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company,
(c) any right to require any Holder to enforce, assert or exercise any right, power or remedy including, without limitation, any
right, power or remedy conferred in the Note Agreement or the Notes, (d) any requirement for diligence on the part of any Holder
and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent
vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor or in any manner lessen the obligations of
such Guarantor hereunder.


 




    	 	Exhibit SGA - 5	 



     


    

 


Section 4.       Obligations
Unimpaired.


 


Each Guarantor authorizes
the Holders, without notice or demand to such Guarantor or any other Guarantor and without affecting its obligations hereunder,
from time to time: (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, all or any part of
the Notes, the Note Agreement or any other instrument referred to therein; (b) to change any of the representations, covenants,
events of default or any other terms or conditions of or pertaining to the Notes, the Note Agreement or any other instrument referred
to therein, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount
or any other obligation; (c) to take and hold security for the payment of the Notes, the Note Agreement or any other instrument
referred to therein, for the performance of this Guaranty Agreement or otherwise for the Indebtedness guaranteed hereby and to
exchange, enforce, waive, subordinate and release any such security; (d) to apply any such security and to direct the order or
manner of sale thereof as the Required Holders in their sole discretion may determine; (e) to obtain additional or substitute
endorsers or guarantors or release any other Guarantor or any other Person or entity primarily or secondarily liable in respect
of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the Company, any Guarantor or any
other Person; and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations
and all other obligations owed hereunder. The Holders shall have no obligation to proceed against any additional or substitute
endorsers or guarantors or to pursue or exhaust any security provided by the Company, such Guarantor or any other Guarantor or
any other Person or to pursue any other remedy available to the Holders.


 


If an event permitting
the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented
or the right of any Holder to receive any payment on account of
the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company, any
Guarantor or any other guarantors of a case or proceeding under a bankruptcy or insolvency law, such Guarantor agrees that, for
purposes of this Guaranty Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have
been accelerated with the same effect as if the Holder thereof had accelerated the same in accordance with the terms of the Note
Agreement, and such Guarantor shall forthwith pay such accelerated Guaranteed Obligations.


 


Section 5.          Subrogation.


 


(a)          Each
Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Guaranty Agreement, by any payment
made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution
or indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless and until all of the Guaranteed
Obligations shall have been paid in full in cash.


 




    	 	Exhibit SGA - 6	 



     


    

 


(b)          Each
Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the
Guaranteed Obligations owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all rights
and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations;
provided that, as long as no Default or Event of Default has occurred and is continuing, the Company may pay and such Guarantor
may receive and retain payments of interest, principal and other amounts owing with respect to such Indebtedness and other obligations
of the Company. If the Required Holders so request after a Default or an Event of Default has occurred and is continuing, any such
Indebtedness or other obligations shall be enforced and performance received by such Guarantor as trustee for the Holders and the
proceeds thereof shall be paid over to the Holders promptly, in the form received (together with any necessary endorsements) to
be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without
reducing or affecting in any manner the liability of any Guarantor under this Guaranty Agreement.


 


(c)          If
any amount or other payment is made to or accepted by any Guarantor in violation of any of the preceding clauses (a) and (b) of
this Section 5, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit
of, the Holders and shall be paid over to the Holders promptly, in the form received (together with any necessary endorsements)
to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without
reducing or affecting in any manner the liability of such Guarantor under this Guaranty Agreement.


 


(d)          Each
Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note
Agreement and that its agreements set forth in this Guaranty Agreement (including this Section 5) are knowingly made in contemplation
of such benefits.


 


(e)          Each
Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any Holder that is greater
than the net value of the benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale
of the Notes (such net value, its “Proportionate Share”), such paying Guarantor shall, subject to Section 5(a)
and (b), be entitled to contribution from any Guarantor that has not paid its Proportionate Share of the Guaranteed Obligations.
Any amount payable as a contribution under this Section 5(e) shall be determined as of the date on which the related payment is
made by such Guarantor seeking contribution and each Guarantor acknowledges that the right to contribution hereunder shall constitute
an asset of such Guarantor to which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section 5(e)
shall in no respect limit the obligations and liabilities of any Guarantor to the Holders hereunder or under the Notes, the Note
Agreement or any other document, instrument or agreement executed in connection therewith, and each Guarantor shall remain jointly
and severally liable for the full payment and performance of the Guaranteed Obligations.


 




    	 	Exhibit SGA - 7	 



     


    

 


Section 6.       Reinstatement
of Guaranty.


 


This Guaranty Agreement shall
continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part,
of any of the sums due to any Holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned
by a Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other guarantors,
or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to
the Company or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been
made.


 


Section 7.       Rank
of Guaranty.


 


Each Guarantor will
ensure that its payment obligations under this Guaranty Agreement will at all times rank at least pari passu, without preference
or priority, with all other senior unsecured Indebtedness of such Guarantor now or hereafter existing.


 


Section 8.       Representations
and Warranties of Each Guarantor.


 


Each Guarantor represents
and warrants to each Holder, as of the date of this Guaranty Agreement,
as follows:


 


Section 8.1.        Organization;
Power and Authority. Such Guarantor is a corporation or other legal entity duly organized, validly existing and, where applicable,
in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal
entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Such Guarantor has the corporate or other power and authority to own
or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to
transact, to execute and deliver this Guaranty Agreement and to perform the provisions hereof.


 


Section 8.2.        Authorization,
Etc. This Guaranty Agreement has been duly authorized by all necessary corporate or other action on the part of such Guarantor,
and this Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor
in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).


 




    	 	Exhibit SGA - 8	 



     


    

 


Section 8.3.        Compliance
with Laws, Other Instruments, Etc. The execution, delivery and performance by such Guarantor of this Guaranty Agreement will
not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect
of any property of such Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit
agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which
such Guarantor or any of its Subsidiaries is bound or by which such Guarantor or any of its Subsidiaries or any of their respective
properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions
of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or any
of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority
applicable to such Guarantor or any of its Subsidiaries.


 


Section 8.4.        Governmental
Authorizations, Etc. No consent, approval or authorization of, or registration,
filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by
such Guarantor of this Guaranty Agreement.


 


Section 8.5.        Information
Regarding the Company. Such Guarantor now has and will continue to have independent means of obtaining information concerning
the affairs, financial condition and business of the Company. No Holder shall have any duty or responsibility to provide such Guarantor
with any credit or other information concerning the affairs, financial condition or business of the Company which may come into
possession of the Holders. Such Guarantor has executed and delivered this Guaranty Agreement without reliance upon any representation
by the Holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability
of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial
accommodation made or granted to the Company, (b) the validity, genuineness, enforceability, existence, value or sufficiency of
any property securing any of the Guaranteed Obligations or the creation, perfection or priority of any Lien on such property or
(c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any
of the Guaranteed Obligations.


 


Section 9.       Term
of Guaranty Agreement.


 


This Guaranty Agreement
and all guarantees, covenants and agreements of the Guarantors contained herein shall continue in full force and effect and shall
not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be paid in full
in cash, and shall be subject to reinstatement pursuant to Section 6.


 


Section 10.     Survival
of Representations and Warranties; Entire Agreement.


 


All representations
and warranties contained herein shall survive the execution and delivery of this Guaranty Agreement and may be relied upon by any
subsequent Holder, regardless of any investigation made at any time by or on behalf of any Holder or any subsequent Holder. All
statements contained in any certificate or other instrument delivered by or on behalf of a Guarantor pursuant to this Guaranty
Agreement shall be deemed representations and warranties of such Guarantor under this Guaranty Agreement. Subject to the preceding
sentence, this Guaranty Agreement embodies the entire agreement and understanding between each Holder and the Guarantors and supersedes
all prior agreements and understandings relating to the subject matter hereof.


 




    	 	Exhibit SGA - 9	 



     


    

 


Section 11.     Amendment
and Waiver.


 


Section 11.1.       Requirements.
Except as otherwise provided in the fourth paragraph of Section 1 of this Guaranty Agreement, this Guaranty Agreement
may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), only with the written
consent of each Guarantor and the Required Holders, except that no amendment or waiver (a) of any of the first three paragraphs
of Section 1 or any of the provisions of Section 2, 3, 4, 5, 6, 7, 9 or 11 hereof, or any defined term (as it is used therein),
or (b) which results in the limitation of the liability of any Guarantor hereunder (except to the extent provided in the fourth
paragraph of Section 1 of this Guaranty Agreement) will be effective as to any Holder unless consented to by such Holder in writing.


 


Section 11.2.       Solicitation
of Holders.


 


(a)          Solicitation.
Each Guarantor will provide Holder with sufficient information, sufficiently far in advance of the date a decision is required,
to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in
respect of any of the provisions hereof. Each Guarantor will deliver executed or true and correct copies of each amendment, waiver
or consent effected pursuant to the provisions of this Section 11.2 to each Holder
promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite
Holders.


 


(b)          Payment.
The Guarantors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security or provide other credit support, to any Holder
as consideration for or as an inducement to the entering into by any Holder
of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security
is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Holder
even if such Holder did not consent to such waiver or amendment.


 


Section 11.3.       Binding
Effect. Any amendment or waiver consented to as provided in this Section 11 applies
equally to all Holders and is binding upon them and upon each future Holder and upon each Guarantor without regard to whether any
Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between a Guarantor
and any Holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any
Holder. As used herein, the term “this Guaranty Agreement” and references thereto shall mean this Guaranty Agreement
as it may be amended, modified, supplemented or restated from time to time.


 




    	 	Exhibit SGA - 10	 



     


    

 


Section 11.4.       Notes
Held By Company, Etc. Solely for the purpose of determining whether the Holders
of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment,
waiver or consent to be given under this Guaranty Agreement, or have directed the taking of any action provided herein to be taken
upon the direction of the Holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes
directly or indirectly owned by any Guarantor, the Company or any of their respective Affiliates shall be deemed not to be outstanding.


 


Section 12.     Notices.


 


All notices and communications
provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such
notice by an internationally recognized overnight delivery service (charges prepaid), (b) by registered or certified mail with
return receipt requested (postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid).
Any such notice must be sent:


 


(a)          if
to any Guarantor, to such Guarantor, c/o the Company at the Company’s address set forth at the beginning of the Note Agreement
to the attention of the Treasurer, or such other address as such Guarantor shall have specified to the Holders in writing,


 


(b)          if
to any Purchaser, to such Person or its nominee at the addresses specified for such communications in the Purchaser Schedule, or
such other address as such Person shall have specified to the Guarantors in writing; or


 


(c)          if
to any other Holder, to such Holder or its nominee at the addresses specified to the Guarantors in writing for such communications.


 


Section 13.     Miscellaneous.


 


Section 13.1.       Successors
and Assigns; Joinder. All covenants and other agreements contained in this Guaranty
Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns
whether so expressed or not. It is agreed and understood that any Person may become a Guarantor hereunder by executing a Guarantor
Supplement substantially in the form of Exhibit A attached hereto and delivering the same to the Holders. Any such Person shall
thereafter be a “Guarantor” for all purposes under this Guaranty Agreement.


 


Section 13.2.        Severability.
Any provision of this Guaranty Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render
unenforceable such provision in any other jurisdiction.


 


Section 13.3.        Construction.
Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision)
be deemed to excuse compliance with any other covenant. Whether any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly
by such Person.


 




    	 	Exhibit SGA - 11	 



     


    

 


The section and subsection
headings in this Guaranty Agreement are for convenience of reference only and shall neither be deemed to be a part of this Guaranty
Agreement nor modify, define, expand or limit any of the terms or provisions hereof. All references herein to numbered sections,
unless otherwise indicated, are to sections of this Guaranty Agreement. Words and definitions in the singular shall be read and
construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and
construed as though in either of the other genders where the context so requires.


 


Section 13.4.       Further
Assurances. Each Guarantor agrees to execute and deliver all such instruments
and take all such action as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes
of this Guaranty Agreement.


 


Section 13.5.       Governing
Law. This Guaranty Agreement shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the
law of such State that would permit the application of the laws of a jurisdiction other than such State.


 


Section 13.6.        Jurisdiction
and Process; Waiver of Jury Trial.


 


(a)          Each
Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement. To
the fullest extent permitted by applicable law, each Guarantor irrevocably waives and agrees not to assert, by way of motion, as
a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


(b)          Each
Guarantor consents to process being served by or on behalf of any Holder in any suit, action or proceeding of the nature referred
to in Section 13.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, return receipt requested, to it at its address specified in Section 12 or at such other address of which such Holder shall
then have been notified pursuant to Section 12. Each Guarantor agrees that such service upon receipt (1) shall be deemed in every
respect effective service of process upon it in any such suit, action or proceeding and (2) shall, to the fullest extent permitted
by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be
conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable
commercial delivery service.


 




    	 	Exhibit SGA - 12	 



     


    

 


(c)          Nothing
in this Section 13.6 shall affect the right of any Holder to serve process in any manner permitted by law, or limit any right that
the Holders may have to bring proceedings against any Guarantor in the courts of any appropriate jurisdiction or to enforce in
any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.


 


(d)          The
Guarantors and the Holders hereby waive trial by jury in any action brought on or with respect to this Guaranty Agreement or any
other document executed in connection herewith.


 


Section 13.7.       Reproduction
of Documents; Execution. This Guaranty Agreement may be reproduced by any Holder
by any photographic, photostatic, electronic, digital, or other similar process and such Holder may destroy any original document
so reproduced. Each Guarantor agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall
be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such Holder in the regular course of business) and any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 13.7 shall not prohibit
any Guarantor or any other Holder from contesting any such reproduction to the same extent that it could contest the original,
or from introducing evidence to demonstrate the inaccuracy of any such reproduction. A facsimile or electronic transmission of
the signature page of a Guarantor shall be as effective as delivery of a manually executed counterpart hereof and shall be admissible
into evidence for all purposes.


 


[Signature Page Follows]


 




    	 	Exhibit SGA - 13	 



     


    

 


In
Witness Whereof, each Guarantor has caused this Guaranty Agreement to be duly executed and delivered as of the date and
year first above written.


 


	 	BTD Manufacturing, Inc.
	 	Northern Pipe Products, Inc.
	 	Varistar Corporation
	 	Vinyltech Corporation
	 	 	 
	 	By: 	 
	 	 	
        Name:

	 	 	
        Title:



 


(Signature Page to Subsidiary Guaranty Agreement)


 




    	 	Exhibit SGA - 14	 



     


    

 


EXHIBIT A


 


Guarantor
Supplement


 


This
Guarantor Supplement (this “Guarantor Supplement”), dated as of _______________, 20__ is made by _______________,
a _______________ (the “Additional Guarantor”), in favor of the holders from time to time of the Notes issued
pursuant to the Note Agreement described below.


 


Preliminary
Statements:


 


I.           Pursuant
to the Note Purchase Agreement originally dated as of September 23, 2016 (as amended,
modified, supplemented or restated from time to time, the “Note Agreement”), by and among Otter Tail Corporation,
a Minnesota company (the “Company”), and the Purchasers (as defined in the Note Agreement) parties thereto,
the Company issued its 3.55% guaranteed senior notes in the aggregate principal amount of $80,000,000 (including any Notes issued
in substitution thereof or exchange therefor pursuant to Section 13 of the Note Agreement, the “Notes”).


 


II.          The
Company is required pursuant to the Note Agreement to cause the Additional Guarantor to deliver this Guarantor Supplement in order
to cause the Additional Guarantor to become a Guarantor under the Subsidiary Guaranty Agreement dated as of December 13, 2016 executed
by certain Subsidiaries of the Company (together with each entity that from time to time becomes a party thereto by executing a
Guarantor Supplement pursuant to Section 13.1 thereof, collectively, the “Guarantors”) in favor of the Purchasers
and each other holder from time to time of any of the Notes (collectively with the Purchasers, the “Holders”
and individually each a “Holder”) (as the same may be amended, restated, supplemented or otherwise modified
from time to time, the “Guaranty Agreement”).


 


III.         The
Additional Guarantor has received and will receive substantial direct and indirect benefits from the Company’s compliance
with the terms and conditions of the Note Agreement and the Notes issued thereunder.


 


IV.          Capitalized
terms used and not otherwise defined herein have the definitions set forth in the Note Agreement.


 


Now
therefore, in consideration of the funds advanced to the Company by the Purchasers under the Note Agreement and to enable
the Company to comply with the terms of the Note Agreement, the Additional Guarantor hereby covenants, represents and warrants
to the Holders as follows:


 




    	 	Exhibit SGA - 15	 



     


    

 


The Additional Guarantor
hereby becomes a Guarantor (as defined in the Guaranty Agreement) for all purposes of the Guaranty Agreement. Without limiting
the foregoing, the Additional Guarantor hereby (a) jointly and severally with the other Guarantors under the Guaranty Agreement,
guarantees to the Holders the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and the
full and prompt performance and observance of all Guaranteed Obligations (as defined in Section 1 of the Guaranty Agreement) in
the same manner and to the same extent as is provided in the Guaranty Agreement, (b) accepts and agrees to perform and observe
all of the covenants set forth therein, (c) waives the rights set forth in Section 3 of the Guaranty Agreement, (d) 
makes the representations and warranties set forth in Section 8 of the Guaranty Agreement and (e) waives the rights, submits
to jurisdiction, and waives service of process as described in Section 13.6 of the Guaranty Agreement.


 


Notice of acceptance
of this Guarantor Supplement and of the Guaranty Agreement, as supplemented hereby, is hereby waived by the Additional Guarantor.


 


In
witness whereof, the Additional Guarantor has caused this Guarantor Supplement to be duly executed and delivered as of the
date and year first above written.


 


	 	[Signature block for each Additional Guarantor]
	 	 	 
	 	By: 	    
	 	 	Name:
	 	 	Title:


 




    A-2


 


Exhibit SGA -
16


     


    

 


Information
Relating to Purchasers


 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        Union Fidelity Life Insurance
        Company

        C/O Jane Kipper

        7101 College Boulevard, Suite 1400

        Overland Park, KS 66210
	$6,900,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	Bank of New York Mellon
	ABA Routing #:	021000018
	Account No.:	GLA 111566
	Ref:	FRGECSS PP – Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Union Fidelity Life Insurance Company

        c/o MetLife Investment Advisors, LLC

        Investments, Private Placements

        One MetLife Way

        Whippany, NJ 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        Union Fidelity Life Insurance Company

        c/o MetLife Investment Advisors LLC

        One MetLife Way

        Whippany, NJ 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com



 




    
Purchaser Schedule
 (to Note Purchase Agreement)



     


    

 


	(3)	
        Original notes delivered to:

         

        The Depository Trust Company

        570 Washington Blvd. –
        5th Floor

        Jersey City, NJ 07310

        ATTN: BNY Mellon/Branch Deposit
        Department (FFC No. 127043, FRGECSS PP)

         

        With copies of the notes emailed
        to ckumar19@metlife.com

	 	 
	(5)	U.S. Tax Identification Number: 31 – 0252460
	 	 
	(6)	Name of Nominee in Which the Notes are to be Issued: Hare & Co.


 




    	 	Purchaser Schedule - 2	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        Erie Family Life Insurance
        Company

        100 Erie Insurance Place

        Erie, PA 16530
	$2,700,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	The Bank of New York Mellon
	ABA:	021000018
	Account No.:	7921128400
	Ref:	EFL-MetLife, 792112 - Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Erie Family Life Insurance Company

        c/o MetLife Investment Advisors,
        LLC

        Investments, Private Placements

        One MetLife Way

        Whippany, NJ 07981

        Attention: Nancy Doyle, VP Priv
        Placements-Corporates

        Emails: PPUCompliance@metlife.com
        and ndoyle@metlife.com

         

        With a copy other than with
        respect to deliveries of financial statements to:

         

        Erie Family Life Insurance Company

        c/o MetLife Investment Advisors,
        LLC

        One MetLife Way

        Whippany, NJ 07981

        Attention: Chief Counsel-Investments
        Law (PRIV)

        Email: sec_invest_law@metlife.com

         

        and

         

        Erie Family Life Insurance Company

        Mr. Bradley Postema, Senior Vice President, Chief
        Investment Officer

        100 Erie Insurance Place

        Erie, PA 16530



 




    	 	Purchaser Schedule - 3	 



     


    

 


	(3)	
        Original notes delivered to:

         

        The Depository Trust Company

        570 Washington Blvd – 5th Floor

        Jersey City, NJ 07310

        ATTN: BNY Mellon/Branch Deposit Department

         

        With copies of the notes emailed to ckumar19@metlife.com

        

	 	 
	(4)	U.S. Tax Identification Number: 25-1186315
	 	 
	(5)	Name of Nominee in Which the Notes are to be Issued: Hare & Co. LLC


 




    	 	Purchaser Schedule - 4	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        Lincoln Benefit Life
        Company

        5600 N. River Road

        Columbia Centre 1, Suite 300

        Rosemont, IL 60018
	$1,600,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	Citibank, N.A.
	Location:	New York, NY
	ABA:	021000089
	A/C#:	36858201
	A/C Name:	Insurance Concentration Account
	FFC:	LBL Lancaster Funds Withheld – Other (MetL) AC#: 234073
	Ref.:	Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Lincoln Benefit Life Company

        c/o MetLife Investment Advisors, LLC

        Investments, Private Placements

        One MetLife Way

        Whippany, NJ 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        Lincoln Benefit Life Company

        c/o MetLife Investment Advisors, LLC

        One MetLife Way

        Whippany, NJ 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com

         

        and

         

        Lincoln Benefit Life Company

        5600 N. River Road

        Columbia Centre 1, Suite 300

        Rosemont, IL 60018



 




    	 	Purchaser Schedule - 5	 



     


    

 


	(4)	
        Original notes delivered to:

         

        Citibank NA

        399 Park Ave

        Level B Vault

        New York, NY 10022

        A/c Number: LBL Other Life – Other (MetL) AC#:
        234073

        Attn: Keith Whyte

        (212) 559-1207

         

        With copies of the notes emailed
        to ckumar19@metlife.com

	 	 
	(5)	U.S. Tax Identification Number: 47-0221457
	 	 
	(6)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 6	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        Lincoln Benefit Life
        Company

        5600 N. River Road

        Columbia Centre 1, Suite 300

        Rosemont, IL 60018
	$4,000,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	Citibank, N.A.
	Location:	New York, NY
	ABA:	021000089
	A/C#:	36858201
	A/C	Name: Insurance Concentration Account
	FFC:	LBL Other Annuity – Other (MetL) AC#: 234076
	Ref.:	Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Lincoln Benefit Life Company

        c/o MetLife Investment Advisors, LLC

        Investments, Private Placements

        One MetLife Way

        Whippany, NJ 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        Lincoln Benefit Life Company

        c/o MetLife Investment Advisors, LLC

        One MetLife Way

        Whippany, NJ 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com

         

        and

         

        Lincoln Benefit Life Company

        5600 N. River Road

        Columbia Centre 1, Suite 300

        Rosemont, IL 60018



 




    	 	Purchaser Schedule - 7	 



     


    

 


	(3)	
        Original notes delivered to:

         

        Citibank NA

        399 Park Ave

        Level B Vault

        New York, NY 10022

        A/c Number: LBL Other Life – Other (MetL) AC#:
        234076

        Attn: Keith Whyte

        (212) 559-1207

         

        With copies of the notes emailed to ckumar19@metlife.com

          

	(4)	U.S. Tax Identification Number: 47-0221457
	 	 
	(5)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 8	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        Metropolitan
        Life Insurance Company

        1095 Avenue of the Americas

        New York, New York 10036
	$12,500,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	JPMorgan Chase Bank
	ABA Routing #:	021-000-021
	Account No.:	002-2-410591
	Account Name:	Metropolitan Life Insurance Company
	Ref:	BME1UJXS2 - Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Metropolitan Life Insurance Company

        Investments, Private Placements

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        Metropolitan Life Insurance Company

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com

         

	(3)	
        Original notes delivered to:

         

        Metropolitan Life Insurance Company

        Investments Law

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chiraag Kumar, Esq.



 




    	 	Purchaser Schedule - 9	 



     


    

 


	(4)	
        Audit Requests: 

         

        Soft copy to AuditConfirms.PvtPlacements@metlife.com

         

        or hard copy to: 

         

        Metropolitan Life Insurance Company

        Attn:  Private Placements Operations (ATTN:
        Audit Confirmations)

        18210 Crane Nest Drive – 5th Floor

        Tampa, FL 33647

	 	 
	(5)	U.S. Tax Identification Number: 13-5581829
	 	 
	(6)	UK Passport Treaty Number: 13/M/61303/DTTP
	 	 
	(7)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 10	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	
        MetLife
        Insurance Company USA

        c/o Metropolitan Life Insurance Company

        1095 Avenue of the Americas

        New York, New York 10036
	$2,400,000
	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	JPMorgan Chase Bank
	ABA Routing #:	021-000-021
	Account No.:	496559365
	Account Name:	MetLife Insurance Company USA, Separate Account SA (Structured Annuity)
	Ref:	BME1UJXS2 - Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        MetLife Insurance Company USA

        c/o Metropolitan Life Insurance Company

        Investments, Private Placements

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        MetLife Insurance Company USA

        c/o Metropolitan Life Insurance Company

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com

         



 




    	 	Purchaser Schedule - 11	 



     


    

 


	(3)	
        Original notes delivered to:

         

        MetLife Insurance Company USA

        c/o Metropolitan Life Insurance Company

        Investments Law

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chiraag Kumar, Esq.

	 	 
	(4)	
        Audit Requests: 

         

        Soft copy to AuditConfirms.PvtPlacements@metlife.com

         

        or hard copy to: 

         

        Metropolitan Life Insurance Company

        Attn:  Private Placements Operations (ATTN:
        Audit Confirmations)

        18210 Crane Nest Drive – 5th Floor

        Tampa, FL 33647

	 	 
	(5)	U.S. Tax Identification Number: 06-0566090
	 	 
	(6)	UK Passport Treaty Number: 13/M/61653/DTTP
	 	 
	(7)	Notes to be registered in the name of: MetLife Insurance Company USA, on behalf of its Separate Account SA (Structured Annuity)


 




    	 	Purchaser Schedule - 12	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        General
        American Life Insurance Company

        c/o Metropolitan Life Insurance Company

        1095 Avenue of the Americas

        New York, New York 10036
	$2,400,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	JPMorgan Chase Bank
	ABA Routing #:	021-000-021
	Account No.:	323-8-90946
	Account Name:	General American Life Insurance Company
	Ref:	BME1UJXS2 - Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above
	 	 
	(2)	
        All notices and communications:

         

        GENERAL AMERICAN LIFE INSURANCE COMPANY

        c/o Metropolitan Life Insurance Company

        Investments, Private Placements

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        GENERAL AMERICAN LIFE INSURANCE COMPANY

        c/o Metropolitan Life Insurance Company

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com

         



 




    	 	Purchaser Schedule - 13	 



     


    

 


	(3)	
        Original notes delivered to:

         

        GENERAL AMERICAN LIFE INSURANCE COMPANY

        c/o Metropolitan Life Insurance Company

        Investments Law

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chiraag Kumar, Esq.

	 	 
	(4)	
        Audit Requests: 

         

        Soft copy to AuditConfirms.PvtPlacements@metlife.com

         

        or hard copy to: 

         

        Metropolitan Life Insurance Company

        Attn:  Private Placements Operations (ATTN:
        Audit Confirmations)

        18210 Crane Nest Drive – 5th Floor

        Tampa, FL 33647

	 	 
	(5)	U.S. Tax Identification Number: 43-0285930
	 	 
	(6)	UK Passport Treaty Number: 13/G/63177/DTTP
	 	 
	(7)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 14	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        MetLife Insurance K.K.

        4-1-3, Taihei, Sumida-ku

        Tokyo, 130-0012 JAPAN
	$1,000,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	Citibank New York
	ABA Routing #:	021000089
	DDA:	30857793
	Account Name:	METLIFE PP JPYF
	Ref:	BME1UJXS2 - Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Alico Asset Management Corp. (Japan)

        Administration Department

        ARCA East 7F, 3-2-1 Kinshi

        Sumida-ku, Tokyo 130-0013 Japan

        Attention: Administration Dept. Manager

        Email: saura@metlife.co.jp

         

        With a copy to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments, Private Placements

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com

         



 




    	 	Purchaser Schedule - 15	 



     


    

 


	(3)	
        Original notes delivered to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments Law

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chiraag Kumar, Esq.

        

	 	 
	(4)	
        Audit Requests: 

         

        Soft copy to AuditConfirms.PvtPlacements@metlife.com

         

        or hard copy to: 

         

        Metropolitan Life Insurance Company

        Attn:  Private Placements Operations (ATTN:
        Audit Confirmations)

        18210 Crane Nest Drive – 5th Floor

        Tampa, FL 33647

	 	 
	(5)	Tax Identification Number: 98-1037269 (USA) and 00661996 (Japan)
	 	 
	(6)	UK Passport Treaty Number: 43/M/359828/DTTP
	 	 
	(7)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 16	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        MetLife Insurance K.K.

        4-1-3, Taihei, Sumida-ku

        Tokyo, 130-0012 JAPAN
	$3,500,000
	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	Citibank New York
	 	111 Wall Street, New York, New York 10005 (USA)
	ABA Routing #:	021000089
	Acct No./DDA:	30872002
	Acct Name:	METLIFE PP USDF
	Ref:	BME1UJXS2 - Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Alico Asset Management Corp. (Japan)

        Administration Department

        ARCA East 7F, 3-2-1 Kinshi

        Sumida-ku, Tokyo 130-0013 Japan

        Attention: Administration Dept. Manager

        Email: saura@metlife.co.jp

         

        With a copy to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments, Private Placements

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com

         



 




    	 	Purchaser Schedule - 17	 



     


    

 


	(3)	
        Original notes delivered to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments Law

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chiraag Kumar, Esq.

	 	 
	(4)	
        Audit Requests: 

         

        Soft copy to AuditConfirms.PvtPlacements@metlife.com

         

        or hard copy to: 

         

        Metropolitan Life Insurance Company

        Attn:  Private Placements Operations (ATTN:
        Audit Confirmations)

        18210 Crane Nest Drive – 5th Floor

        Tampa, FL 33647

	 	 
	(5)	Tax Identification Number: 98-1037269 (USA) and 00661996 (Japan)
	 	 
	(6)	UK Passport Treaty Number: 43/M/359828/DTTP
	 	 
	(7)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 18	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        MetLife Insurance K.K.

        4-1-3, Taihei, Sumida-ku

        Tokyo, 130-0012 JAPAN
	$4,500,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	JPMorgan Chase Bank N.A., New York
	BIC:	CHASUS33
	Acct No.:	469799766
	Acct Name:	METLIFE INSURANCE K.K.
	Ref:	BME1UJXS2 - Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Alico Asset Management Corp. (Japan)

        Administration Department

        ARCA East 7F, 3-2-1 Kinshi

        Sumida-ku, Tokyo 130-0013 Japan

        Attention: Administration Dept. Manager

        Email: saura@metlife.co.jp

         

        With a copy to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments, Private Placements

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com

         



 




    	 	Purchaser Schedule - 19	 



     


    

 


	(3)	
        Original notes delivered to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments Law

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chiraag Kumar, Esq.

	 	 
	(4)	
        Audit Requests: 

         

        Soft copy to AuditConfirms.PvtPlacements@metlife.com

         

        or hard copy to: 

         

        Metropolitan Life Insurance Company

        Attn:  Private Placements Operations (ATTN:
        Audit Confirmations)

        18210 Crane Nest Drive – 5th Floor

        Tampa, FL 33647

	 	 
	(5)	Tax Identification Number: 98-1037269 (USA) and 00661996 (Japan)
	 	 
	(6)	UK Passport Treaty Number: 43/M/359828/DTTP
	 	 
	(7)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 20	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        MetLife Insurance K.K.

        4-1-3, Taihei, Sumida-ku

        Tokyo, 130-0012 JAPAN
	$4,500,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	JPMorgan Chase Bank N.A., New York
	BIC:	CHASUS33
	Acct No.:	469800374
	Acct Name:	METLIFE INSURANCE K.K.
	Ref:	BME1UJXS2 - Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Alico Asset Management Corp. (Japan)

        Administration Department

        ARCA East 7F, 3-2-1 Kinshi

        Sumida-ku, Tokyo 130-0013 Japan

        Attention: Administration Dept. Manager

        Email: saura@metlife.co.jp

         

        With a copy to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments, Private Placements

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com



 




    	 	Purchaser Schedule - 21	 



     


    

 


	(3)	
        Original notes delivered to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments Law

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chiraag Kumar, Esq.

	 	 
	(4)	
        Audit Requests: 

         

        Soft copy to AuditConfirms.PvtPlacements@metlife.com

         

        or hard copy to: 

         

        Metropolitan Life Insurance Company

        Attn:  Private Placements Operations (ATTN:
        Audit Confirmations)

        18210 Crane Nest Drive – 5th Floor

        Tampa, FL 33647

	 	 
	(5)	Tax Identification Number: 98-1037269 (USA) and 00661996 (Japan)
	 	 
	(6)	UK Passport Treaty Number: 43/M/359828/DTTP
	 	 
	(7)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 22	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        MetLife Insurance K.K.

        4-1-3, Taihei, Sumida-ku

        Tokyo, 130-0012 JAPAN
	$4,000,000
	 	 	 
	(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:


 


	Bank Name:	JPMorgan Chase Bank N.A., New York
	BIC:	CHASUS33
	Acct No.:	469799741
	Acct Name:	METLIFE INSURANCE K.K.
	Ref:	BME1UJXS2 - Otter Tail Corp, 3.55% due 12/15/2026


 


	 	with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
	 	 
	(2)	
        All notices and communications:

         

        Alico Asset Management Corp. (Japan)

        Administration Department

        ARCA East 7F, 3-2-1 Kinshi

        Sumida-ku, Tokyo 130-0013 Japan

        Attention: Administration Dept. Manager

        Email: saura@metlife.co.jp

         

        With a copy to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments, Private Placements

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Nancy Doyle, VP Priv Placements-Corporates

        Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

         

        With a copy other than with respect to deliveries
        of financial statements to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chief Counsel-Investments Law (PRIV)

        Email: sec_invest_law@metlife.com

         



 




    	 	Purchaser Schedule - 23	 



     


    

 


	(3)	
        Original notes delivered to:

         

        MetLife Insurance K.K.

        c/o MetLife Investment Advisors, LLC

        Investments Law

        One MetLife Way

        Whippany, New Jersey 07981

        Attention: Chiraag Kumar, Esq.

	 	 
	(4)	
        Audit Requests: 

         

        Soft copy to AuditConfirms.PvtPlacements@metlife.com

         

        or hard copy to: 

         

        Metropolitan Life Insurance Company

        Attn:  Private Placements Operations (ATTN:
        Audit Confirmations)

        18210 Crane Nest Drive – 5th Floor

        Tampa, FL 33647

	 	 
	(5)	Tax Identification Number: 98-1037269 (USA) and 00661996 (Japan)
	 	 
	(6)	UK Passport Treaty Number: 43/M/359828/DTTP
	 	 
	(7)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 24	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        The
        Guardian Life Insurance Company of America

        7 Hanover Square

        New York, NY 10004-2616
	$13,000,000
	 	 
	(1)	
        All scheduled payments of principal and interest by wire transfer
        of immediately available funds to:

         

        JP Morgan Chase

        FED ABA #021000021

        Chase/NYC/CTR/BNF

        A/C 900-9-000200

        Reference A/C #G05978, Guardian Life, PRIF-W, CUSIP
        # 689648 D@9, Otter Tail Corporation

	 	 
	(2)	
        All notices and communications:

         

        The Guardian Life Insurance Company of America

        7 Hanover Square

        New York, NY 10004-2616

        Attn: Barry Scheinholtz

        Investment Department 9-A

        FAX # (212) 919-2658

        Email address: bscheinholtz@glic.com

	 	 
	(3)	
        Original notes delivered to:

         

        JP Morgan Chase Bank, N.A.

        4 Chase Metrotech Center – 3rd Floor

        Brooklyn, NY 11245-0001

        Reference A/C #G05978, Guardian
        Life (PRIF-W)

	 	 
	(4)	U.S. Tax Identification Number: 13-5123390
	 	 
	(5)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 25	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        The
        Guardian Life Insurance Company of America

        7 Hanover Square

        New York, NY 10004-2616
	$5,000,000
	 	 	 
	(1)	
        All scheduled payments of principal and interest by wire transfer
        of immediately available funds to:

         

        JP Morgan Chase

        FED ABA #021000021

        Chase/NYC/CTR/BNF

        A/C 900-9-000200

        Reference A/C #G04191, Guardian Life, PRIF-L, CUSIP
        # 689648 D@9, Otter Tail Corporation

	 	 
	(2)	
        All notices and communications:

         

        The Guardian Life Insurance Company of America

        7 Hanover Square

        New York, NY 10004-2616

        Attn: Barry Scheinholtz

        Investment Department 9-A

        FAX # (212) 919-2658

        Email address: bscheinholtz@glic.com

	 	 
	(3)	
        Original notes delivered to:

         

        JP Morgan Chase Bank, N.A.

        4 Chase Metrotech Center – 3rd Floor

        Brooklyn, NY 11245-0001

        Reference A/C #G04191, Guardian
        Life (PRIF-L)

	 	 
	(4)	U.S. Tax Identification Number: 13-5123390
	 	 
	(5)	Name of Nominee in Which the Notes are to be Issued: None


 




    	 	Purchaser Schedule - 26	 



     


    

 


	 	Name and Address of Purchaser	
        Principal
        Amount of

        Notes
        to be Purchased

	 	 	 
	 	
        American
        Equity Investment Life Insurance Company

        6000 Westown Parkway

        West Des Moines, IA 50266
	$12,000,000
	 	 
	(1)	
        All payments on or in respect of the Notes shall be made in
        immediately available funds to:

         

        State Street Bank & Trust Company

        ABA # 011000028

        Account # 00076026, Income Collection, BEV3

        REFERENCE: (PPN/CUSIP: 689648 D@9, Otter
Tail Corporation, 3.55% Guaranteed Senior Notes due December 15, 2026, Principal and Premium Amount)

	 	 
	(2)	
        Notices and communications:

         

        Notices and communications relating to payments to
        be addressed to:

         

        American Equity Investment Life Insurance Co.

        Attn: Asset Administration

        6000 Westown Parkway

        West Des Moines, IA 50266

        515-221-0329 fax

         

        Financial information, covenant compliance and all
        other non-payment notices and communications to be addressed to:

         

        American Equity Investment Life Insurance Company

        6000 Westown Parkway

        West Des Moines, IA 50266

        Attention: Investment Department - Private Placements

        888-221-1234

        515-221-0329 (fax)

        PrivatePlacements@american-equity.com

	 	 
	(3)	
        Original notes delivered to:

         

        DTCC

        Newport Office Center

        570 Washington Blvd

        Jersey City, NJ 07310

        5th Floor/NY Window/Robert Mendez

        FBO State Street Bank & Trust for account BEV3

        CUSIP/PPN: 689648 D@9

        Security Description: Otter Tail Corporation, 3.55%
        Guaranteed Senior Notes due December 15, 2026

         

	(4)	U.S. Tax Identification Number: 65-1186810
	 	 
	(5)	Name of Nominee in Which the Notes are to be Issued: CHIMEFISH & CO


 




    	 	Purchaser Schedule - 27