a50173114_ex4c1.htm


Exhibit 4-C-1












FIRST AMENDMENT TO CREDIT AGREEMENT







THIS FIRST AMENDMENT (this "Amendment"), dated as of December 15, 2011, amends and modifies a certain Second Amended and Restated Credit Agreement, dated as of May 4, 2010 (the "Credit Agreement"), among OTTER TAIL CORPORATION (the "Borrower"), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Agent"), and the Lenders, as defined therein.  Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.







FOR VALUE RECEIVED, the Borrower, the Lenders and the Agent agree that the Credit Agreement is amended as follows.







ARTICLE I - AMENDMENT







1.1  Section 9.2(c) is hereby amended to add at the end thereof the following:







“, and the sale of DMS Health Technologies, Inc. and its subsidiaries and E.W. Wylie Corporation.”


 


ARTICLE II - REPRESENTATIONS AND WARRANTIES







To induce the Agent and the Lenders to enter into this Amendment and to make and maintain the Loans under the Credit Agreement as amended hereby, the Borrower hereby warrants and represents to the Agent and the Lenders that it is duly authorized to execute and deliver this Amendment, and to perform its obligations under the Credit Agreement as amended hereby, and that this Amendment constitutes the legal, valid and binding agreement of the Borrower, enforceable in accordance with its terms.







ARTICLE III - CONDITIONS PRECEDENT







This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:







3.1 Warranties.  Before and after giving effect to this Amendment, the representations and warranties in the Credit Agreement shall be true and correct as though made on the date hereof with respect to representations and warranties containing qualifications as to materiality, and true and correct as though made on the date hereof in all material respects with respect to representations and warranties without qualifications as to materiality, except for changes that are permitted by the terms of the Credit Agreement.  The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition.


 




  





  











  






 


3.2 Defaults.  Before and after giving effect to this Amendment, no Default and no Event of Default shall have occurred and be continuing under the Credit Agreement.  The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition.







3.3 Documents.  The Borrower, the Agent and the Required Lenders shall have executed and delivered this Amendment.







ARTICLE IV - GENERAL







4.1 Expenses.  The Borrower agrees to reimburse the Agent upon demand for all reasonable expenses (including reasonable attorneys' fees and legal expenses) incurred by the Agent in the preparation, negotiation and execution of this Amendment and any other document required to be furnished herewith.







4.2 Counterparts.  This Amendment may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument.







4.3 Severability.  Any provision of this Amendment which 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 portions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.







4.4 Governing Law.  This Amendment shall be a contract made under the laws of the State of Minnesota, which laws shall govern all the rights and duties hereunder.







4.5 Successors; Enforceability.  This Amendment shall be binding upon the Borrower, the Agent and the Lenders and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Agent and the Lenders and the successors and assigns of the Agent and the Lenders.  Except as hereby amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.


 



























(signature pages follow)


 




  





  











  






                                                                       



	  	
OTTER TAIL CORPORATION


	  
	  
	  	
By:

	
/s/ Kevin Moug


	  
	  	
Title:

	
Chief Financial Officer


	  	  	  
	  	4334 18th Avenue South
	  	Suite 200
	  	Fargo, North Dakota 58103
	  	Attention:   Mr. Kevin G. Moug,
	  	                     Chief Financial Officer
	  	Telephone: (701) 451-3562
	  	Fax: (701) 232-4108












  





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U.S. BANK NATIONAL ASSOCIATION,


	  	
as Agent, Lead Arranger and a Bank


	  
	  	
By:

	
/s/ Jacquelyn Ness


	 	 	 
	  	
Title:

	
Vice President


	  	  	  
	  	505 Second Avenue North
	  	Mail Code EP-ND-0630
	  	Fargo, ND 58102
	  	Attention:   Jacquelyn Ness, Vice President
	  	Telephone: (701) 280-3553
	  	Fax: (701) 280-3580












  





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BANK OF AMERICA, N.A., as Co-Syndication


	  	Agent and as a Bank
	  
	  	
By:

	
/s/ A. Quinn Richardson


	 	 	 
	  	
Title:

	
Senior Vice President


	  
	  	
IL-4135-07-65


	  	135 S. LaSalle Street
	  	Chicago, IL 60603
	  	Attention:   A. Quinn Richardson
	  	                     Senior Vice President
	  	Telephone: (312) 992-2160
	  	Fax: (312) 904-6546












  





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JPMORGAN CHASE BANK, N.A.,


	  	
as Co-Syndication Agent and as a Bank


	  
	  	
By:

	
/s/ Helen Davis


	 	 	 
	  	
Title:

	
Vice President


	  
	  	10 South Dearborn, 9th Floor, IL1-0090
	  	Chicago, IL 60603
	  	Attention: Helen Davis
	  	Telephone: (312) 732-1759
	  	Fax: (312) 732-1762





 






  





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KEYBANK NATIONAL ASSOCIATION, as


	  	
Documentation Agent and as a Bank


	  
	  	
By:

	
/s/ Keven D. Smith


	 	 	 
	  	
Title:

	
Senior Vice President


	 	 	 
	  	601 108th Avenue N.E.
	  	Mail Code: WA-31-18-0512
	  	Bellevue, WA 98004
	  	Attention: Keven D. Smith
	  	Telephone: (425) 709-4579
	  	Fax: (425) 709-4565





 




  





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BANK OF THE WEST, as a Bank


	  
	  	
By:

	
/s/ Philip P. Krump


	  
	  	
Title:

	
Vice President


	  
	  	250 Marquette Ave., Suite 575
	  	Minneapolis, MN 55401
	  	Attention: Philip P. Krump
	  	Telephone: (612) 359-3600
	  	Fax: (612) 339-6362





 


 


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