0001104659-09-041811 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • July 2nd, 2009 • Cascade Investment LLC • Electric services • Minnesota

AGREEMENT, dated July 1, 2009, by and between Otter Tail Corporation, a Minnesota corporation (the “Company”), and Cascade Investment, L.L.C. (“Cascade”).

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AMENDMENT NO. 2 DATED AS OF JUNE 30, 2009 to NOTE PURCHASE AGREEMENT Dated as of February 23, 2007
Note Purchase Agreement • July 2nd, 2009 • Cascade Investment LLC • Electric services • New York

THIS AMENDMENT dated as of June 30, 2009 (the or this “Amendment”) to the Note Purchase Agreement dated as of February 23, 2007 is between Otter Tail Corporation, a Minnesota corporation (the “Company”), and Cascade Investment, L.L.C. (“Cascade”).

ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT
Assignment, Assumption and Release Agreement • July 2nd, 2009 • Cascade Investment LLC • Electric services • New York

THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Agreement”), is made and entered into as of June 30, 2009, by and among Otter Tail Corporation, a Minnesota corporation (“Old Otter Tail”), Otter Tail Holding Company, a Minnesota corporation (“Otter Holding”) and Cascade Investment, L.L.C., a Washington limited liability company (“Cascade”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Note Purchase Agreement defined below, unless the context shall otherwise require.

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