Common use of Conditions to Effectiveness of this Fourth Amendment Clause in Contracts

Conditions to Effectiveness of this Fourth Amendment. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Fourth Amendment, duly executed by the Borrower and the Lenders, shall have been delivered to the Lenders; (b) Borrower shall execute and deliver to Agent, on behalf of Lenders, a replacement Note in the form of Exhibit B attached hereto; (c) the Lenders shall have received (i) a copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Fourth Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copy of the resolutions of the Board of Directors of the Borrower authorizing execution, delivery and performance by the Borrower of the Fourth Amendment to the Loan Agreement in the form annexed hereto as Exhibit A; (d) the representations and warranties of the Borrower set forth in Section 4 hereof are true and correct on and with respect to the date hereof; and (e) the Lenders shall have received the favorable opinion of counsel to the Obligors as to the matters set forth in Sections 5.1(a), 5.1(b) and 5.1(c) hereof, which opinion shall be in form and substance satisfactory to the Lenders. Upon receipt of all of the foregoing, this Fourth Amendment shall become effective.

Conditions to Effectiveness of this Fourth Amendment. Section 3.1. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Fourth Amendment, duly executed by the Borrower Company and the Lendersholders of the Notes outstanding as of the date hereof, shall have been delivered to the LendersNoteholders; (b) Borrower shall execute and deliver to Agent, on behalf of Lenders, a replacement Note in the form of Exhibit B attached hereto; (c) the Lenders shall have received (i) a copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Fourth Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copy of the resolutions of the Board of Directors of the Borrower authorizing execution, delivery and performance by the Borrower of the Fourth Amendment to the Loan Agreement in the form annexed hereto as Exhibit A; (d) the representations and warranties of the Borrower Company set forth in Section 4 § 2 hereof are true and correct on and with respect to the date hereof; and; (ec) the Lenders Noteholders shall have received the favorable opinion opinions of (i) Xxxxxx & Xxxxxxx LLP, counsel to the Obligors Company, as to the matters set forth in Sections 5.1(a§§ 2.1(a)(ii), 5.1(b2.1(b), 2.1(c)(i)(C) and 5.1(c2.1(c)(ii) hereofhereof (it being understood and agreed that such opinion shall address the laws of the State of Minnesota, the laws of the State of New York and federal law but shall not address utility regulatory matters), and (ii) the General Counsel of the Company as to the matters set forth in §§ 2.1(a)(i), 2.1(c)(i)(A), (B), (D) and (E), and 2.1(c)(ii) hereof (it being understood and agreed that such opinion shall address the laws of the State of North Dakota as well as the laws of such state, the laws of the State of Minnesota, the laws of the State of South Dakota and federal law relating to utility regulatory matters), which opinion opinions shall be in form and substance satisfactory to the Lenders. Upon receipt Noteholders; (d) executed counterparts of all amendments to the 2007 Note Purchase Agreement, the Bank Credit Agreement, the Varistar Credit Agreement and the Cascade Note Purchase Agreement (which last-mentioned amendment shall be accompanied by an Assignment, Assumption and Release Agreement), in each case with respect to, among other things, the Corporate Reorganization (other than in the case of the foregoingBank Credit Agreement and the Varistar Credit Agreement, since the Corporate Reorganization was addressed in those agreements themselves rather than in amendments thereto) and duly executed by the respective parties thereto, shall have been delivered to the Noteholders; and (e) the Company shall have paid (i) to each Noteholder an agreed upon amendment fee, and (ii) all expenses of the Noteholders related to this Fourth Amendment shall become effectiveand all matters contemplated hereby, including, without limitation, all fees and expenses of the Noteholders’ special counsel described in Section 4.1 of this Fourth Amendment. Otter Tail Corporation By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer Principal Amount of Notes Held: Accepted and Agreed to: $36,000,000 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Xxxxx X. Xxxxxx Vice President $7,500,000 PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By: /s/ Xxxxx X. Xxxxxx Vice President $5,000,000 HARTFORD LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P., as Investment Advisor By: Prudential Private Placement Investors, Inc., General Partner By: /s/ Xxxxx X. Xxxxxx Vice President $1,500,000 MEDICA HEALTH PLANS By: Prudential Private Placement Investors, L.P., as Investment Advisor By: Prudential Private Placement Investors, Inc., General Partner By: /s/ Xxxxx X. Xxxxxx Vice President Principal Amount of Notes Held: Accepted and Agreed to: $13,000,000 GENWORTH LIFE INSURANCE COMPANY (formerly known as General Electric Capital Assurance Company) By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Investment Officer $7,000,000 GENWORTH LIFE ASSURANCE COMPANY OF NEW YORK (formerly known as GE Capital Life Assurance Company of New York) By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Investment Officer $5,000,000 GENWORTH LIFE AND ANNUITY INSURANCE COMPANY (successor by merger to First Colony Life insurance Company) By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Investment Officer Principal Amount of Notes Held: Accepted and Agreed to: $10,000,000 AIG EDISON LIFE INSURANCE COMPANY By: AIG Global Investment Corp, investment sub-adviser By: /s/ Xxxxxxxx X Xxxx Name: Xxxxxxxx X Xxxx Title: Vice President Principal Amount of Notes Held: Accepted and Agreed to: $5,000,000 COUNTRY LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Fixed Income 1. $170,000,000 maximum principal amount of obligations of Otter Tail Corporation, dba Otter Tail Power Company pursuant to the Credit Agreement, dated as of July 30, 2008, among Otter Tail Corporation, dba Otter Tail Power Company, the Banks party thereto from time to time, Bank of America, N.A., as Syndication Agent, and U.S. Bank National Association, as Agent for the Banks. 2. $20,625,000, Xxxxxx County, North Dakota Pollution Control Refunding Revenue Bonds (Otter Tail Corporation Project) Series 2001. 3. $10,400,000, Grant County, South Dakota Pollution Control Refunding Revenue Bonds (Otter Tail Power Corporation Project) Series 1993. 4. $5,165,000, Grant County, South Dakota Pollution Control Refunding Revenue Bonds (otter Tail Power Corporation Project) Series 2001. 5. $33,000,000 5.95% Senior Unsecured Notes, Series A, due 2017, $30,000,000 6.15% Senior Unsecured Notes, Series B, due 2022, $42,000,000 6.37% Senior Unsecured Notes, Series C, due 2027, and $50,000,000 6.47% Senior Unsecured Notes, Series D, due 2037, issued under the Note Purchase Agreement, dated as of August 20, 2007, as thereafter amended, between Otter Tail Corporation and the noteholders party thereto. 6. $75,000,000 maximum principal amount of obligations of Otter Tail Corporation, d/b/a Otter Tail Power Company pursuant to the Term Loan Agreement, dated as of May 22, 2009, among Otter Tail Corporation, d/b/a Otter Tail Power Company, JPMorgan Chase Bank, N.A., as Administrative Agent, KeyBank National Association, as Syndication Agent, Union Bank, N.A., as Documentation Agent, and the Banks named therein. 1. $50,000,000 Senior Unsecured Note due November 30, 2017, issued under the Note Purchase Agreement, dated as of February 23, 2007, as thereafter amended, between Otter Tail Corporation and Cascade Investment L.L.C.

Conditions to Effectiveness of this Fourth Amendment. Section 3.1. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Fourth Amendment, duly executed by the Borrower Company, each of the Subsidiary Guarantors and the Lendersholders of the Notes, shall have been delivered to the LendersNoteholders; (b) Borrower the Company shall execute have delivered to the Noteholders executed copies of (i) the Amendment No. 1 to Amended and deliver Restated Credit Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as agent and collateral agent, and the other financial institutions party thereto (the “Bank Credit Agreement First Amendment”), and (ii) the Third Amendment to AgentNote Purchase and Private Shelf Agreement dated as of the date hereof among the Company and the holders of the 2005 Notes (the “2005 Note Agreement Third Amendment”), on behalf and all related agreements, documents and instruments, in each case, in connection therewith, all of Lenders, a replacement Note which shall be in form and substance satisfactory to the form of Exhibit B attached heretoNoteholders; (c) for the Lenders account of each Noteholder, the Company shall have received (i) a copy paid an amendment fee in an amount equal to 0.05% of the resolutions principal amount of the Board of Directors Notes outstanding as of the Borrower authorizing the execution, delivery and performance Amendment No. 4 Effective Date held by the Borrower of this Fourth Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copy of the resolutions of the Board of Directors of the Borrower authorizing execution, delivery and performance by the Borrower of the Fourth Amendment to the Loan Agreement in the form annexed hereto as Exhibit Asuch Noteholder; (d) the representations and warranties of the Borrower Company set forth in Section 4 2 hereof are true and correct on and with respect to the date hereof; and (e) the Lenders Company shall have received paid the favorable opinion reasonable fees and expenses of Xxxxxx, Xxxx & Xxxxxxx LLP, special counsel to the Obligors as to Noteholders, in connection with the matters set forth in Sections 5.1(a)negotiation, 5.1(b) preparation, approval, execution and 5.1(c) hereof, which opinion shall be in form and substance satisfactory to the Lendersdelivery of this Fourth Amendment. Upon receipt of all of the foregoing, this Fourth Amendment shall become effectiveeffective (the “Amendment No. 4 Effective Date”).

Conditions to Effectiveness of this Fourth Amendment. Section 3.1. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Fourth Amendment, duly executed by the Borrower Company, the Parent Company and the Lendersholders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the LendersNoteholders; (b) Borrower the Noteholders shall execute have received a true, correct and deliver complete copy of the Second Amendment to Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the financial institutions party thereto, the Bank Agent, on behalf of LendersPNC Capital Markets, a replacement Note in the form of Exhibit B attached hereto;Inc. and RBC Capital Markets, as joint lead arrangers, and RBC Capital Markets, as syndication agent; Penn Virginia Fourth Amendment (c) the Lenders Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Borrower Parent Company GP authorizing the execution, delivery and performance by the Borrower Company and the Parent Company of this Fourth Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copy of the resolutions of the Board of Directors of the Borrower authorizing execution, delivery and performance by the Borrower of the Fourth Amendment to the Loan Agreement in the form annexed hereto as Exhibit A; (d) the representations and warranties of the Borrower Company and the Parent Company set forth in Section 4 2 hereof are shall be true and correct on and with respect to the date hereof; and (e) the Lenders Company shall have received paid the favorable opinion fees and expenses of Xxxxxxx and Xxxxxx LLP, counsel to the Obligors as to Noteholders, in connection with the matters set forth in Sections 5.1(a)negotiation, 5.1(b) preparation, approval, execution and 5.1(c) hereof, which opinion shall be in form and substance satisfactory to the Lendersdelivery of this Fourth Amendment. Upon receipt of all of the foregoing, this Fourth Amendment shall become effective.

Conditions to Effectiveness of this Fourth Amendment. 5.1 This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:satisfied (the date on which such conditions are satisfied being the "Fourth Amendment Closing Date"): (a) executed counterparts of this Fourth Amendment, duly executed by the Borrower Prior Issuers, the Parent and the Lendersholders of 100% of the outstanding principal amount of the Notes, shall have been delivered to the LendersNoteholders; (b) Borrower the Noteholders shall execute have received originally executed copies of (i) the Assumption Agreement, executed by the Prior Issuers and deliver to Agentthe Parent, on behalf of Lenders, a replacement Note (ii) Amended and Restated Notes in the form of Exhibit B A attached hereto, in the principal amount of the Notes, executed by the Parent and (iii) the Guaranty Agreements, executed by the Prior Issuers; (c) the Lenders Noteholders shall have received evidence satisfactory to the Required Holders that the Xxxxxx Credit Agreement is in full force and effect; (d) the Noteholders shall have received (i) a copy of the Certificate of Incorporation of the Parent and a good standing certificate for the Parent, each certified by the Secretary of State of the State of Delaware, and (ii) a copy of the Bylaws of the Parent, certified by the Secretary of the Parent; (e) the Noteholders shall have received a copy of the resolutions of the Board Boards of Directors of each of the Borrower Prior Issuers and the Parent authorizing the execution, delivery and performance by the Borrower Prior Issuers and the Parent of this Fourth Amendment, the Assumption Agreement, the Amended and Restated Notes and the Guaranty Agreements, as applicable, and the performance by the Prior Issuers and the Parent, of the Note Agreements, as amended by this Fourth Amendment, certified by its Secretary or an Assistant Secretary; (f) the Noteholders shall have received (i) a certificate of the Secretary of the Prior Issuers stating that there have been no amendments to the Prior Issuers' respective articles of incorporation or Bylaws since July 7, 1995, and (ii) a copy signature and incumbency certificate of the resolutions of Prior Issuers and the Board of Directors of the Borrower authorizing execution, delivery and performance by the Borrower of the Fourth Amendment to the Loan Agreement in the form annexed hereto as Exhibit AParent; (dg) the representations and warranties of the Borrower Prior Issuers and the Parent set forth in Section 4 hereof are shall be true and correct on and with respect to as of the date hereof; andhereof and as of the Fourth Amendment Closing Date, and the Noteholders shall have received an Officer's Certificate of the Prior Issuers and the Parent to such effect; (eh) the Lenders Noteholders shall have received the favorable opinion of counsel to the Obligors Prior Issuers and the Parent as to the matters set forth in Sections 5.1(a4.1(a), 5.1(b4.1(b), 4.1(c), 4.1(d) and 5.1(c4.1(e) hereof, and as to such other matters as the Required Holders may reasonably request, which opinion shall be in form and substance satisfactory to the LendersRequired Holders; and (i) The Prior Issuers and the Parent shall have paid the reasonable fees and expenses of O'Melveny & Xxxxx LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Fourth Amendment and the Exhibits hereto. (j) The Prior Issuers and the Parent shall have paid (i) a fee of $5,600 to Connecticut General Life Insurance Company, (ii) a fee of $1,200 to Life Insurance Company of North America, (iii) a fee of $1,200 to Connecticut General Life Insurance Company, on behalf of one or more separate accounts and (iv) a fee of $2,000 to United of Omaha Life Insurance Company. Upon receipt of all of the foregoing, this Fourth Amendment shall become effective.

Conditions to Effectiveness of this Fourth Amendment. Section 3.1. This Fourth Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Fourth Amendment, duly executed by the Borrower Company and the Lendersholders of 100% of the outstanding principal of the Notes, shall have been delivered to the Lenders;Noteholders; Sensient Technologies Corporation Fourth Amendment to 2013 NPA (b) Borrower the Noteholders shall execute have received evidence satisfactory to them that amendments to (A) the Note Purchase Agreement dated as of November 6, 2015 among the Company and deliver the purchasers named in Schedule A thereto, (B) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto and (C) the Note Purchase Agreement dated as of November 1, 2018 among the Company and the purchasers named in Schedule A thereto, have in each case been executed and delivered with substantially similar terms to Agent, on behalf of Lenders, a replacement Note those included herein and are in the form of Exhibit B attached heretofull force and effect; (c) the Lenders Noteholders shall have received (i) a copy of evidence satisfactory to them that the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery Bank Credit Agreement has been been executed and performance delivered with substantially similar terms to those included herein or as otherwise approved by the Borrower of this Fourth Amendment, certified by its Secretary or an Assistant Secretary, Noteholders and (ii) a copy of the resolutions of the Board of Directors of the Borrower authorizing execution, delivery is in full force and performance by the Borrower of the Fourth Amendment to the Loan Agreement in the form annexed hereto as Exhibit A;effect; and (d) the representations and warranties of the Borrower Company set forth in Section 4 2 hereof are true and correct on and with respect to the date hereof; and (e) the Lenders shall have received the favorable opinion of counsel to the Obligors as to the matters set forth in Sections 5.1(a), 5.1(b) and 5.1(c) hereof, which opinion shall be in form and substance satisfactory to the Lenders. Upon receipt of all of the foregoing, this Fourth Amendment shall become effectiveeffective (the “Effective Date”).