0001157523-12-001147 Sample Contracts

Otter Tail Corporation Executive Employment Agreement Shane Waslaski
Executive Employment Agreement • February 29th, 2012 • Otter Tail Corp • Electric services • Minnesota

This Executive Employment Agreement (the “Agreement”) is entered into on the 24th day of February, 2012, by and between Otter Tail Corporation, a Minnesota corporation (the “Corporation”) and Shane Waslaski (“You”). The Corporation agrees to employ You and You agree to be employed under the terms of this Agreement as follows:

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Severance Agreement • February 29th, 2012 • Otter Tail Corp • Electric services

THIS AGREEMENT is made as of the 24th day of February, 20112, between Otter Tail Corporation, a Minnesota corporation, with its principal offices at 215 South Cascade Street, P.O. Box 496, Fergus Falls, Minnesota 56538-0496 (the "Corporation ") and Shane Waslaski ("You"), residing at 7746 2nd Street North, Moorhead, MN 56560 and supersedes any prior Change in Control Agreement between the Corporation and You.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 29th, 2012 • Otter Tail Corp • Electric services • Minnesota

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.

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