10. Short-Term and Long-Term Borrowings

The following table presents the status of our lines of credit as of September 30, 2016 and December 31, 2015:

(in thousands)	Line Limit		In Use on September 30, 2016		Restricted due to Outstanding Letters of Credit		Available on September 30, 2016		Available on December 31, 2015
Otter Tail Corporation Credit Agreement	$	150,000	$	—	$	—		$ 150 000	$	90,334
OTP Credit Agreement		170,000		37,173		50		132,777		148,694
Total	$	320,000	$	37,173	$	50	$	282,777	$	239,028

On October 31, 2016 both the Otter Tail Corporation Credit Agreement and the OTP Credit Agreement were amended to extend the expiration dates by one year from October 29, 2020 to October 29, 2021. Also, the line limit on the Otter Tail Corporation Credit Agreement was reduced from $150 million to $130 million.

Debt Issuances and Retirements

2016 Note Purchase Agreement—On September 23, 2016 the Company entered into a Note Purchase Agreement (the 2016 Note Purchase Agreement) with the purchasers named therein, pursuant to which the Company has agreed to issue to the purchasers, in a private placement transaction, $80 million aggregate principal amount of the Company’s 3.55% Guaranteed Senior Notes due December 15, 2026 (the 2026 Notes). The Company’s obligations under the 2016 Note Purchase Agreement and the 2026 Notes will be guaranteed by the Company’s Material Subsidiaries (as defined in the 2016 Note Purchase Agreement, but specifically excluding OTP). The 2026 Notes are expected to be issued on December 13, 2016, subject to the satisfaction of certain customary conditions to closing.

The Company may prepay all or any part of the 2026 Notes (in an amount not less than 10% of the aggregate principal amount of the 2026 Notes then outstanding in the case of a partial prepayment) at 100% of the principal amount prepaid, together with unpaid accrued interest and a make-whole amount; provided that if no default or event of default exists under the 2016 Note Purchase Agreement, any optional prepayment made by the Company of all of the 2026 Notes on or after September 15, 2026 will be made without any make-whole amount. The Company is required to offer to prepay all of the outstanding 2026 Notes at 100% of the principal amount together with unpaid accrued interest in the event of a Change of Control (as defined in the 2016 Note Purchase Agreement) of the Company. In addition, if the Company and its Material Subsidiaries sell a “substantial part” of their assets and use the proceeds to prepay or retire senior Interest-bearing Debt (as defined in the 2016 Note Purchase Agreement) of the Company and/or a Material Subsidiary in accordance with the terms of the 2016 Note Purchase Agreement, the Company is required to offer to prepay a Ratable Portion (as defined in the 2016 Note Purchase Agreement) of the 2026 Notes held by each holder of the 2026 Notes.

The 2016 Note Purchase Agreement contains a number of restrictions on the business of the Company and the Material Subsidiaries that became effective on execution of the 2016 Note Purchase Agreement. These include restrictions on the Company’s and the Material Subsidiaries’ abilities to merge, sell assets, create or incur liens on assets, guarantee the obligations of any other party, engage in transactions with related parties, redeem or pay dividends on the Company’s and the Material Subsidiaries’ shares of capital stock, and make investments. The 2016 Note Purchase Agreement also contains other negative covenants and events of default, as well as certain financial covenants. Specifically, the Company may not permit the ratio of its Interest-bearing Debt (as defined in the 2016 Note Purchase Agreement) to Total Capitalization (as defined in the 2016 Note Purchase Agreement) to be greater than 0.60 to 1.00, determined as of the end of each fiscal quarter, and may not permit the Interest and Dividend Coverage Ratio (as defined in the 2016 Note Purchase Agreement) to be less than 1.50 to 1.00 for any period of four consecutive fiscal quarters. The Company is also restricted from allowing its Priority Debt (as defined in the 2016 Note Purchase Agreement) to exceed 10% of Total Capitalization, determined as of the end of each fiscal quarter. The 2016 Note Purchase Agreement does not include provisions for the termination of the agreement or the acceleration of repayment of amounts outstanding due to changes in the Company’s or the Material Subsidiaries’ credit ratings.

The Company intends to use the proceeds of the 2026 Notes to repay existing debt, including the remaining $52,330,000 of its 9.000% Senior Notes due December 15, 2016, and for general corporate purposes.

$50 Million Term Loan Agreement—On February 5, 2016 the Company entered into a Term Loan Agreement (the Term Loan Agreement) with the Banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, and JPMS, as Lead Arranger and Book Runner. The Term Loan Agreement provides for an unsecured term loan with an aggregate commitment of $50 million that the Company may use for purposes of funding working capital, capital expenditures and other corporate purposes of the Company and certain of our subsidiaries. Under the Term Loan Agreement, the Company may, on up to two occasions, enter into additional tranches of term loans in minimum increments of $10 million, subject to the consent of the lenders and so long as the aggregate amount of outstanding term loans does not exceed $100 million at any time. Borrowings under the Term Loan Agreement will bear interest at either (1) LIBOR plus 0.90% or (2) the greater of (a) the Prime Rate, (b) the Federal Reserve Bank of New York Rate plus 0.50% and (c) LIBOR multiplied by the Statutory Reserve Rate plus 1%. The applicable interest rate will depend on the Company’s election of whether to make the advance a LIBOR advance. The Term Loan Agreement terminates on February 5, 2018. The Term Loan Agreement contains a number of restrictions on the Company, Varistar and certain subsidiaries of Varistar, including restrictions on their ability to merge, sell assets, make investments, create or incur liens on assets, guarantee the obligations of any other party and engage in transactions with related parties. The Term Loan Agreement also contains affirmative covenants and events of default, and certain financial covenants. Specifically, the Company must not permit the ratio of its Interest-bearing Debt to Total Capitalization to be greater than 0.60 to 1.00 or permit its Interest and Dividend Coverage Ratio to be less than 1.50 to 1.00 (each measured on a consolidated basis), as provided in the Term Loan Agreement. The Term Loan Agreement does not include provisions for the termination of the agreement or the acceleration of repayment of amounts outstanding due to changes in the Company’s credit ratings. The Company’s obligations under the Term Loan Agreement are guaranteed by Varistar and certain of its subsidiaries.

On February 5, 2016 the Company borrowed $50 million under the Term Loan Agreement at an interest rate based on the 30 day LIBOR plus 90 basis points and used the proceeds to pay down borrowings under the Otter Tail Corporation Credit Agreement that were used to fund the expansion of BTD’s Minnesota facilities in 2015 and to fund the September 1, 2015 acquisition of BTD-Georgia.

The following tables provide a breakdown of the assignment of the Company’s consolidated short-term and long-term debt outstanding as of September 30, 2016 and December 31, 2015:

September 30, 2016 (in thousands)	OTP		Otter Tail Corporation		Otter Tail Corporation Consolidated
Short-Term Debt	$	37,173	$	—	$	37,173
Long-Term Debt:
9.000% Notes, due December 15, 2016			$	52,330	$	52,330
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
North Dakota Development Note, 3.95%, due April 1, 2018				126		126
Partnership in Assisting Community Expansion (PACE) Note, 2.54%, due March 18, 2021				873		873
Total	$	445,000	$	103,329	$	548,329
Less: Current Maturities net of Unamortized Debt Issuance Costs		32,958		52,532		85,490
Unamortized Long-Term Debt Issuance Costs		1,920		162		2,082
Total Long-Term Debt net of Unamortized Debt Issuance Costs	$	410,122	$	50,635	$	460,757
Total Short-Term and Long-Term Debt (with current maturities)	$	480,253	$	103,167	$	583,420

December 31, 2015 (in thousands)	OTP		Otter Tail Corporation		Otter Tail Corporation Consolidated
Short-Term Debt	$	21,006	$	59,666	$	80,672
Long-Term Debt:
9.000% Notes, due December 15, 2016			$	52,330	$	52,330
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
North Dakota Development Note, 3.95%, due April 1, 2018				182		182
Partnership in Assisting Community Expansion (PACE) Note, 2.54%, due March 18, 2021				977		977
Total	$	445,000	$	53,489	$	498,489
Less: Current Maturities net of Unamortized Debt Issuance Costs				52,422		52,422
Unamortized Long-Term Debt Issuance Costs		2,099		122		2,221
Total Long-Term Debt net of Unamortized Debt Issuance Costs	$	442,901	$	945	$	443,846
Total Short-Term and Long-Term Debt (with current maturities)	$	463,907	$	113,033	$	576,940