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

Conditions to Effectiveness of this Fourth Amendment. (a) This Fourth Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on which: (i) The Administrative Agent shall have received duly executed and delivered counterparts of this Fourth Amendment that, when taken together, bear the signatures of the Borrower, Holdings, the Administrative Agent (on its behalf, and on behalf of the Consenting Lenders (which such Consenting Lenders constitute the Required Lenders)) and all Guarantors; (ii) (A) Each of the representations and warranties set forth in Section 3 shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to a given date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date or period; provided that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects as of such respective dates and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (iii) The Administrative Agent shall have received a customary written opinion of (a) Ropes & Xxxx LLP, special counsel for the Loan Parties, dated as of the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders and (b) Babst, Calland, Xxxxxxxx and Zomnir, P.C., special counsel for the Borrower and any Guarantors organized under the laws of Pennsylvania, dated as of the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders; (iv) The Administrative Agent shall have received: (1) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Loan Party dated the Fourth Amendment Effective Date, certifying (A) that either (x) attached thereto is a true and complete copy of each Organizational Document of such Loan Party and, with respect to the articles or certificate of incorporation or organization (or similar document) certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or (y) the Organizational Documents of such Loan Party last delivered to the Administrative Agent have not been amended and are in full force and effect, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of this Fourth Amendment and any other Loan Documents executed in connection with this Fourth Amendment to which such person is a party and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate, and (C) as to the incumbency and specimen signature of each officer or authorized person executing this Fourth Amendment and any other Loan Document executed in connection with this Fourth Amendment or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this clause (i)); (2) to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization; and (3) a certificate dated the Fourth Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the condition precedent set forth in Section 4(a)(ii); (v) The Borrower shall have, concurrently with the Fourth Amendment Effective Date (A) paid all accrued and unpaid interest and other amounts on the aggregate principal amount of the Tranche B-1 Term Loans and (B) paid to all Term Lenders holding Tranche B-1 Term Loans immediately prior to the Fourth Amendment Effective Date that are not party to this Fourth Amendment, if any, all indemnities, cost reimbursements and other Obligations (as defined below), if any, then due and owing to such Term Lenders under the Loan Documents (prior to the effectiveness of this Fourth Amendment) and of which the Borrower has been notified; and (vi) The Repricing Arrangers shall have received all fees and other amounts due and payable on or prior to the Fourth Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated hereby.

Conditions to Effectiveness of this Fourth Amendment. (a) Section 3.1. This Fourth Amendment shall become effective on when each of the date (the “Fourth Amendment Effective Date”) on whichfollowing conditions has been satisfied: (ia) The Administrative Agent shall have received duly executed and delivered counterparts of this Fourth Amendment thatAmendment, when taken together, bear duly executed by the signatures Company and the holders of at least 66-2/3% of the Borrower, Holdings, the Administrative Agent (on its behalf, and on behalf outstanding principal of the Consenting Lenders (which such Consenting Lenders constitute Notes, shall have been delivered to the Required Lenders)) and all GuarantorsNoteholders; (iib) executed copies of a consent to this Agreement shall have been duly executed by the Subsidiaries which are parties to the Subsidiary Guaranties; (Ac) Each of the representations and warranties of the Company set forth in Section 3 2 hereof shall be true and correct in all material respects on and as with respect to the date hereof and a certificate of the Fourth Amendment Effective Date, with a Responsible Officer certifying the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to a given date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date or period; provided that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects as of such respective dates and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect delivered to the transactions contemplated herebyNoteholders; (iiid) The Administrative Agent the First Amendment dated as of March 12, 2004 to the 2003 Note Purchase Agreements shall have received been duly executed and delivered by the requisite percentage of the noteholders thereunder required to approve such amendment and such agreement shall be in form and substance satisfactory to each Noteholder; (e) the Company shall have paid a customary written opinion fee to each Noteholder in an amount equal to .25% of the outstanding principal amount of the Notes held by such Noteholder; (af) Ropes & Xxxx Xxxxxxxx Xxxxxx LLP, special counsel for the Loan PartiesCompany, shall have delivered a legal opinion, dated as of the effective date of this Fourth Amendment, in form and substance reasonably satisfactory to the Noteholders and their special counsel to the effect that this Fourth Amendment Effective Date constitutes the legal, valid and addressed to binding obligation of the Administrative Agent Company; (g) the Company shall have delivered a copy of the amended and restated Bank Credit Agreement which provides for a revolving credit facility and the Lenders issuance of letters of credit for the benefit of the Company and its Subsidiaries; and (bh) Babstthe Company shall have paid the fees, Callandcosts, Xxxxxxxx expenses and Zomnir, P.C.disbursements of Xxxxxxx and Xxxxxx LLP, special counsel for to the Borrower and any Guarantors organized under Noteholders, incurred in connection with the laws of Pennsylvania, dated as consummation of the transactions contemplated by this Fourth Amendment. Upon receipt of all of the foregoing, this Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders; (iv) The Administrative Agent shall have received: (1) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Loan Party dated the Fourth Amendment Effective Date, certifying (A) that either (x) attached thereto is a true and complete copy of each Organizational Document of such Loan Party and, with respect to the articles or certificate of incorporation or organization (or similar document) certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or (y) the Organizational Documents of such Loan Party last delivered to the Administrative Agent have not been amended and are in full force and effect, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance become effective. Delivery of this Fourth Amendment and any other Loan Documents to the Company, duly executed in connection with this Fourth Amendment to which such person is a party and, in by the case holders of at least 66-2/3% of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate, and (C) as to the incumbency and specimen signature of each officer or authorized person executing this Fourth Amendment and any other Loan Document executed in connection with this Fourth Amendment or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this clause (i)); (2) to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization; and (3) a certificate dated the Fourth Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the condition precedent set forth in Section 4(a)(ii); (v) The Borrower shall have, concurrently with the Fourth Amendment Effective Date (A) paid all accrued and unpaid interest and other amounts on the aggregate outstanding principal amount of the Tranche B-1 Term Loans and (B) paid Notes, shall acknowledge satisfaction of the foregoing conditions. The date upon which this Fourth Amendment becomes effective is herein referred to all Term Lenders holding Tranche B-1 Term Loans immediately prior as the "Effective Date." The Company shall give written notice to the Fourth Amendment Effective Date that are not party to this Fourth Amendment, if any, all indemnities, cost reimbursements and other Obligations (as defined below), if any, then due and owing to such Term Lenders under Noteholders of the Loan Documents (prior to the effectiveness of this Fourth Amendment) and of which the Borrower has been notified; and (vi) The Repricing Arrangers shall have received all fees and other amounts due and payable on or prior to the Fourth Amendment Effective Date, including, confirming the date upon which the increased interest rate referred to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required in Section 1.1 hereof shall begin to be reimbursed or paid by the Borrower hereunder or under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated herebyaccrue.

Conditions to Effectiveness of this Fourth Amendment. (a) This Fourth Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on when each of the following conditions shall have been satisfied (which:, in the case of the conditions set forth in clauses (c) and (d) below, may be satisfied substantially concurrently with the occurrence of the Fourth Amendment Effective Date): (ia) The Administrative Agent shall have received duly executed and delivered counterparts no Event of this Default exists as of the Fourth Amendment thatEffective Date, when taken together, bear both before and immediately after giving effect to the signatures of the Borrower, Holdings, the Administrative Agent (on its behalf, and on behalf of the Consenting Lenders (which such Consenting Lenders constitute the Required Lenders)) and all GuarantorsFourth Amendment; (iib) (A) Each all of the representations and warranties set forth of the Borrower and each other Loan Party contained in Section 3 the Credit Agreement and the other Loan Documents (including this Fourth Amendment) are true and correct in all material respects on the Fourth Amendment Effective Date, both before and after giving effect to this Fourth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects on and as of the Fourth Amendment Effective Date, with the same effect as though made on and only as of such specified date, except to the extent such representations and warranties specifically refer to a given date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date or period; provided that, (y) any representation or warranty that is qualified as to “materiality”, ,” “Material Adverse Effect” or similar language are shall be true and correct (after giving effect to any qualification therein) in all respects as of on such respective dates date) and (Bz) no Default or Event for purposes of Default has occurred Sections 4.02(a) and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (iii5.05(b) The Administrative Agent shall have received a customary written opinion of (a) Ropes & Xxxx LLP, special counsel for the Loan Parties, dated as of the Fourth Amendment Effective Date Credit Agreement, the effects, events, occurrences, facts, conditions or changes arising out of, resulting from or in connection with the COVID-19 pandemic that have occurred, and addressed been disclosed to the Administrative Agent and the Lenders and (b) BabstRevolving Credit Lenders, Calland, Xxxxxxxx and Zomnir, P.C., special counsel for the Borrower and any Guarantors organized under the laws of Pennsylvania, dated as of the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders; (iv) The Administrative Agent shall have received: (1) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Loan Party dated the Fourth Amendment Effective Date, certifying (A) that either (x) attached thereto is a true and complete copy of each Organizational Document of such Loan Party and, with respect to the articles or certificate of incorporation or organization (or similar document) certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or (y) the Organizational Documents of such Loan Party last delivered to the Administrative Agent have not been amended and are in full force and effect, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of this Fourth Amendment and any other Loan Documents executed in connection with this Fourth Amendment to which such person is a party and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate, and (C) as to the incumbency and specimen signature of each officer or authorized person executing this Fourth Amendment and any other Loan Document executed in connection with this Fourth Amendment or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this clause (i)); (2) to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization; and (3) a certificate dated the Fourth Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the condition precedent set forth in Section 4(a)(ii); (v) The Borrower shall have, concurrently with the Fourth Amendment Effective Date (A) paid all accrued and unpaid interest and other amounts on the aggregate principal amount of the Tranche B-1 Term Loans and (B) paid to all Term Lenders holding Tranche B-1 Term Loans immediately prior to the Fourth Amendment Effective Date that are not party to this Fourth Amendment, if any, all indemnities, cost reimbursements and other Obligations (as defined below), if any, then due and owing to such Term Lenders including the closing of the Hotel Real Properties) shall be disregarded in the determination of a “Material Adverse Effect” under clause (a) of the Loan Documents definition thereof; (prior to c) the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Fourth Amendment) and ), by wire transfer of which the Borrower has been notified; and (vi) The Repricing Arrangers shall have received immediately available funds, all fees and other amounts due expenses required to be paid by the Borrower to (x) the Administrative Agent, the Mexican Collateral Agent and payable on or the Lenders pursuant to Section 10.05 (except, for this purpose, only for which invoices have been presented at least two Business Days prior to the Fourth Amendment Effective Date), includingand (y) DBSI and BofA Securities, Inc. in connection with this Fourth Amendment and the related transactions as may be separately agreed in writing; (d) the Borrower shall have paid (or shall pay substantially concurrently with the effectiveness of this Fourth Amendment), by wire transfer of immediately available funds, to the extent invoicedAdministrative Agent, reimbursement for the account of each Revolving Credit Lender that has delivered to the Administrative Agent on or prior to 5:00 p.m. (New York time) on June 2, 2020 its duly executed counterpart signature page to this Fourth Amendment (or written evidence of such execution) in accordance with Section 3(e) hereof (each, a “Consenting Lender”), a non-refundable consent fee equal to 0.10% of such Consenting Lender’s Revolving Credit Commitment as in effect on the Fourth Amendment Effective Date; (e) the Borrower, Holdings, the other Guarantors, the Administrative Agent and the Revolving Credit Lenders constituting the Required Revolving Credit Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other payment electronic transmission) the same to the Administrative Agent; and (f) the aggregate Revolving Credit Commitments under the Credit Agreement shall be no greater than $85,000,000 as of all out-of-pocket expenses required to be reimbursed or paid the Fourth Amendment Effective Date; provided, however, notwithstanding the foregoing, the amendment set forth in Section 1(d) of this Fourth Amendment shall not become effective unless and until 5 Business Days have elapsed without written objection by the Borrower hereunder or under any other Loan Document or other agreement with Required Lenders after receipt of notice of such amendment as provided in the Borrower relating to the transactions contemplated herebypenultimate paragraph of Section 10.01.

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) This executed counterparts of this Fourth Amendment, duly executed by the Company, each of the Subsidiary Guarantors and the holders of the Notes, shall have been delivered to the Noteholders; (b) the Company shall have delivered to the Noteholders executed copies of (i) the Amendment No. 1 to Amended and 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 Note 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”), and all related agreements, documents and instruments, in each case, in connection therewith, all of which shall be in form and substance satisfactory to the Noteholders; (c) for the account of each Noteholder, the Company shall have paid an amendment fee in an amount equal to 0.05% of the principal amount of the Notes outstanding as of the Amendment No. 4 Effective Date held by such Noteholder; (d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and (e) the Company shall have paid the reasonable fees and expenses of Xxxxxx, Xxxx & Xxxxxxx LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Fourth Amendment. Upon receipt of all of the foregoing, this Fourth Amendment shall become effective on the date (the “Fourth Amendment No. 4 Effective Date”) on which: (i) The Administrative Agent shall have received duly executed and delivered counterparts of this Fourth Amendment that, when taken together, bear the signatures of the Borrower, Holdings, the Administrative Agent (on its behalf, and on behalf of the Consenting Lenders (which such Consenting Lenders constitute the Required Lenders)) and all Guarantors; (ii) (A) Each of the representations and warranties set forth in Section 3 shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to a given date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date or period; provided that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects as of such respective dates and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (iii) The Administrative Agent shall have received a customary written opinion of (a) Ropes & Xxxx LLP, special counsel for the Loan Parties, dated as of the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders and (b) Babst, Calland, Xxxxxxxx and Zomnir, P.C., special counsel for the Borrower and any Guarantors organized under the laws of Pennsylvania, dated as of the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders; (iv) The Administrative Agent shall have received: (1) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Loan Party dated the Fourth Amendment Effective Date, certifying (A) that either (x) attached thereto is a true and complete copy of each Organizational Document of such Loan Party and, with respect to the articles or certificate of incorporation or organization (or similar document) certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or (y) the Organizational Documents of such Loan Party last delivered to the Administrative Agent have not been amended and are in full force and effect, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of this Fourth Amendment and any other Loan Documents executed in connection with this Fourth Amendment to which such person is a party and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate, and (C) as to the incumbency and specimen signature of each officer or authorized person executing this Fourth Amendment and any other Loan Document executed in connection with this Fourth Amendment or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this clause (i)); (2) to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization; and (3) a certificate dated the Fourth Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the condition precedent set forth in Section 4(a)(ii); (v) The Borrower shall have, concurrently with the Fourth Amendment Effective Date (A) paid all accrued and unpaid interest and other amounts on the aggregate principal amount of the Tranche B-1 Term Loans and (B) paid to all Term Lenders holding Tranche B-1 Term Loans immediately prior to the Fourth Amendment Effective Date that are not party to this Fourth Amendment, if any, all indemnities, cost reimbursements and other Obligations (as defined below), if any, then due and owing to such Term Lenders under the Loan Documents (prior to the effectiveness of this Fourth Amendment) and of which the Borrower has been notified; and (vi) The Repricing Arrangers shall have received all fees and other amounts due and payable on or prior to the Fourth Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated hereby.

Conditions to Effectiveness of this Fourth Amendment. (a) Section 3.1. This Fourth Amendment shall not become effective on until, and shall become effective when, each and every one of the date (the “Fourth Amendment Effective Date”) on whichfollowing conditions shall have been satisfied: (ia) The Administrative Agent shall have received duly executed and delivered counterparts of this Fourth Amendment thatAmendment, when taken together, bear duly executed by the signatures Company and the holders of the Borrower, Holdings, the Administrative Agent (on its behalf, and on behalf Notes outstanding as of the Consenting Lenders (which such Consenting Lenders constitute date hereof, shall have been delivered to the Required Lenders)) and all GuarantorsNoteholders; (iib) (A) Each of the representations and warranties of the Company set forth in Section 3 shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to a given date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date or period; provided that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language § 2 hereof are true and correct (after giving effect to any qualification therein) in all respects as of such respective dates on and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby; (iii) The Administrative Agent shall have received a customary written opinion of (a) Ropes & Xxxx LLP, special counsel for the Loan Parties, dated as of the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders and (b) Babst, Calland, Xxxxxxxx and Zomnir, P.C., special counsel for the Borrower and any Guarantors organized under the laws of Pennsylvania, dated as of the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenders; (iv) The Administrative Agent shall have received: (1) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Loan Party dated the Fourth Amendment Effective Date, certifying (A) that either (x) attached thereto is a true and complete copy of each Organizational Document of such Loan Party and, with respect to the articles or certificate date hereof; (c) the Noteholders shall have received the favorable opinions of incorporation or organization (or similar documenti) certified (Xxxxxx & Xxxxxxx LLP, counsel to the extent applicableCompany, as to the matters set forth in §§ 2.1(a)(ii), 2.1(b), 2.1(c)(i)(C) as and 2.1(c)(ii) hereof (it being understood and agreed that such opinion shall address the laws of a recent date by the Secretary of State of Minnesota, the state laws of its organization or the State of New York and federal law but shall not address utility regulatory matters), and (yii) the Organizational Documents General Counsel of such Loan Party last delivered the Company as to the Administrative Agent have not been amended and are matters set forth in full force and effect§§ 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 attached thereto is a true and complete copy such opinion shall address the laws of resolutions duly adopted by the Board State of Directors North Dakota as well as the laws of such Loan Party authorizing state, the executionlaws of the State of Minnesota, delivery the laws of the State of South Dakota and performance federal law relating to utility regulatory matters), which opinions shall be in form and substance satisfactory to the Noteholders; (d) executed counterparts of this Fourth Amendment amendments to the 2007 Note Purchase Agreement, the Bank Credit Agreement, the Varistar Credit Agreement and any 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 Loan Documents executed in connection with this Fourth Amendment to which such person is a party andthings, the Corporate Reorganization (other than in the case of the BorrowerBank Credit Agreement and the Varistar Credit Agreement, since the Borrowings hereunderCorporate Reorganization was addressed in those agreements themselves rather than in amendments thereto) and duly executed by the respective parties thereto, and that such resolutions shall have not been modified, rescinded or amended and are in full force and effect as of delivered to the date of such certificateNoteholders; and (e) the Company shall have paid (i) to each Noteholder an agreed upon amendment fee, and (Cii) as all expenses of the Noteholders related to the incumbency and specimen signature of each officer or authorized person executing this Fourth Amendment and any other Loan Document executed in connection with this Fourth Amendment or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency all matters contemplated hereby, including, without limitation, all fees and specimen signature expenses of the officer or authorized person executing the certificate in this clause (i)); (2) to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization; and (3) a certificate dated the Fourth Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the condition precedent set forth Noteholders’ special counsel described in Section 4(a)(ii); (v) The Borrower shall have, concurrently with the Fourth Amendment Effective Date (A) paid all accrued and unpaid interest and other amounts on the aggregate principal amount of the Tranche B-1 Term Loans and (B) paid to all Term Lenders holding Tranche B-1 Term Loans immediately prior to the Fourth Amendment Effective Date that are not party to this Fourth Amendment, if any, all indemnities, cost reimbursements and other Obligations (as defined below), if any, then due and owing to such Term Lenders under the Loan Documents (prior to the effectiveness 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 which the Borrower has been notified; andNotes Held: Accepted and Agreed to: $5,000,000 COUNTRY LIFE INSURANCE COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Fixed Income (vi) The Repricing Arrangers shall have received all fees and other amounts due and payable on or prior 1. $170,000,000 maximum principal amount of obligations of Otter Tail Corporation, dba Otter Tail Power Company pursuant to the Fourth Amendment Effective DateCredit Agreement, includingdated 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 extent invoicedTerm Loan Agreement, reimbursement or other payment dated as of all out-of-pocket expenses required to be reimbursed or paid by 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 Borrower hereunder or Banks named therein. 1. $50,000,000 Senior Unsecured Note due November 30, 2017, issued under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated hereby.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. (a) 5.1 This Fourth Amendment shall not become effective on until, and shall become effective when, each and every one of the following conditions shall have been satisfied (the date (on which such conditions are satisfied being the “"Fourth Amendment Effective Closing Date”) on which:"): (ia) The Administrative Agent shall have received duly executed and delivered counterparts of this Fourth Amendment thatAmendment, when taken togetherduly executed by the Prior Issuers, bear the signatures Parent and the holders of 100% of the Borrower, Holdings, the Administrative Agent (on its behalf, and on behalf outstanding principal amount of the Consenting Lenders (which such Consenting Lenders constitute Notes, shall have been delivered to the Required Lenders)) and all GuarantorsNoteholders; (b) the Noteholders shall have received originally executed copies of (i) the Assumption Agreement, executed by the Prior Issuers and the Parent, (ii) (A) Each Amended and Restated Notes in the form of Exhibit A attached hereto, in the principal amount of the representations and warranties set forth in Section 3 shall be true and correct in all material respects on and as of Notes, executed by the Fourth Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to a given date or period, in which case such representations and warranties shall have been true and correct in all material respects on and as of such date or period; provided that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects as of such respective dates Parent and (Biii) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated herebyGuaranty Agreements, executed by the Prior Issuers; (iiic) The Administrative Agent the Noteholders shall have received a customary written opinion of (a) Ropes & Xxxx LLP, special counsel for the Loan Parties, dated as of the Fourth Amendment Effective Date and addressed evidence satisfactory to the Administrative Agent Required Holders that the Xxxxxx Credit Agreement is in full force and the Lenders and (b) Babst, Calland, Xxxxxxxx and Zomnir, P.C., special counsel for the Borrower and any Guarantors organized under the laws of Pennsylvania, dated as of the Fourth Amendment Effective Date and addressed to the Administrative Agent and the Lenderseffect; (ivd) The Administrative Agent the Noteholders shall have received: received (1i) a certificate copy of the secretary or assistant secretary (or equivalent officer) on behalf Certificate of Incorporation of the Parent and a good standing certificate for the Parent, each Loan Party dated the Fourth Amendment Effective Date, certifying (A) that either (x) attached thereto is a true and complete copy of each Organizational Document of such Loan Party and, with respect to the articles or certificate of incorporation or organization (or similar document) certified (to the extent applicable) as of a recent date by the Secretary of State of the state State of its organization or Delaware, and (yii) a copy of the Bylaws of the Parent, certified by the Secretary of the Parent; (e) the Organizational Documents of such Loan Party last delivered to the Administrative Agent Noteholders shall have not been amended and are in full force and effect, (B) that attached thereto is received a true and complete copy of the resolutions duly adopted by of the Board Boards of Directors of such Loan Party each of the Prior Issuers and the Parent authorizing the execution, delivery and performance by the 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 signature and incumbency certificate of the Prior Issuers and the Parent; (g) the representations and warranties of the Prior Issuers and the Parent set forth in Section 4 hereof shall be true and correct on and as of the date hereof 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; (h) the Noteholders shall have received the favorable opinion of counsel to the Prior Issuers and the Parent as to the matters set forth in Sections 4.1(a), 4.1(b), 4.1(c), 4.1(d) and 4.1(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 Required 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 any other Loan Documents executed in connection with 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 to which such person is a party and, in the case of the Borrower, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate, and (C) as to the incumbency and specimen signature of each officer or authorized person executing this Fourth Amendment and any other Loan Document executed in connection with this Fourth Amendment or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this clause (i)); (2) to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization; and (3) a certificate dated the Fourth Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the condition precedent set forth in Section 4(a)(ii); (v) The Borrower shall have, concurrently with the Fourth Amendment Effective Date (A) paid all accrued and unpaid interest and other amounts on the aggregate principal amount of the Tranche B-1 Term Loans and (B) paid to all Term Lenders holding Tranche B-1 Term Loans immediately prior to the Fourth Amendment Effective Date that are not party to this Fourth Amendment, if any, all indemnities, cost reimbursements and other Obligations (as defined below), if any, then due and owing to such Term Lenders under the Loan Documents (prior to the effectiveness of this Fourth Amendment) and of which the Borrower has been notified; and (vi) The Repricing Arrangers shall have received all fees and other amounts due and payable on or prior to the Fourth Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document or other agreement with the Borrower relating to the transactions contemplated herebybecome effective.