Otter Tail Corp (Form: 8-K, Received: 11/04/2014 10:14:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 3, 2014

OTTER TAIL CORPORATION

(Exact name of registrant as specified in its charter)


Minnesota	0-53713	27-0383995
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

215 South Cascade Street, P.O. Box 496, Fergus Falls, MN	56538-0496
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (866) 410-8780

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

Amendment of Otter Tail Corporation Credit Agreement

On November 3, 2014, Otter Tail Corporation (the “Company”) entered into an amendment dated as of November 3, 2014 (the “Second Amendment to OTC Credit Agreement”) to the Third Amended and Restated Credit Agreement dated as of October 29, 2012, as amended, (the “OTC Credit Agreement”) among the Company, U.S. Bank National Association, as Administrative Agent (the “OTC Agent”) and the banks party thereto from time to time (the “OTC Banks”). The OTC Credit Agreement provides for an unsecured revolving credit facility with a $150 million line of credit that the Company can draw on to refinance certain indebtedness and support the operations of the Company and its subsidiaries, and is described in and filed as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 2, 2012 and Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on November 1, 2013.

The Second Amendment to OTC Credit Agreement was entered into among the Company, the OTC Agent and the OTC Banks to (i) amend the definitions of “LIBOR Interbank Rate” and “LIBOR Interbank Daily Rate” to provide for a minimum rate of zero (ii) extend the termination date of the facility from October 29, 2018 to October 29, 2019, (iii) amend Section 9.8(n) to replace the term “Material Subsidiary” with “Subsidiary”, and (iv) amend Schedule 1.1(a) of Commitments and Percentages to reflect the replacement of Union Bank with an increased commitment from U.S. Bank National Association.

The summary in this Item 1.01 of the material terms of the Second Amendment to OTC Credit Agreement is qualified in its entirety by reference to the full text of the Second Amendment to OTC Credit Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Amendment of Otter Tail Power Company Credit Agreement

On November 3, 2014, Otter Tail Power Company (“OTP”), a wholly owned subsidiary of the Company, entered into an amendment dated as of November 3, 2014 (the “Second Amendment to OTP Credit Agreement”) to the Second Amended and Restated Credit Agreement dated as of October 29, 2012, as amended, (the “OTP Credit Agreement”) among OTP, U.S. Bank National Association, as Administrative Agent (the “OTP Agent”), and the Banks party thereto from time to time (the “OTP Banks”). The OTP Credit Agreement provides for an unsecured revolving credit facility with a $170 million line of credit that OTP can draw on to support the working capital needs and other capital requirements of its operations, and is described in and filed as Exhibit 4.2 to the Company’s Form 8-K filed with the SEC on November 2, 2012 and Exhibit 4.2 to the Company’s Form 8-K filed with the SEC on November 1, 2013.

The Second Amendment to OTP Credit Agreement was entered into among OTP, the OTP Agent and the OTP Banks to (i) amend the definitions of “LIBOR Interbank Rate” and “LIBOR Interbank Daily Rate” to provide for a minimum rate of zero (ii) extend the termination date of the facility from October 29, 2018 to October 29, 2019, and (iii) amend Schedule 1.1(a) of Commitments and Percentages to reflect the replacement of Union Bank with an increased commitment from U.S. Bank National Association.

The summary in this Item 1.01 of the material terms of the Second Amendment to OTP Credit Agreement is qualified in its entirety by reference to the full text of the Second Amendment to OTP Credit Agreement, a copy of which is filed as Exhibit 4.2 hereto and incorporated herein by reference.

Certain Relationships

Certain of the banks party to one or both of the OTC Credit Agreement and the OTP Credit Agreement and/or their respective affiliates have had, and may in the future have, investment banking and other commercial dealings with the Company, OTP and their other affiliates, for which such banks or their respective affiliates have received and may in the future receive customary compensation. Such dealings have included the following: (i) U.S. Bank, JPMorgan, Bank of America, N.A. (“Bank of America”), and KeyBank National Association (“KeyBank”) are parties to both credit agreements; (ii) J.P. Morgan Securities LLC (“JPMS”), an affiliate of JPMorgan, entered into a Distribution Agreement with the Company on May 14, 2012, pursuant to which the Company may offer and sell its common shares, par value $5.00 per share, from time to time through JPMS, as the Company’s distribution agent for the offer and sale of the shares, up to an aggregate sales price of $75,000,000; (iii) in connection with the offering and sale by the Company of $100,000,000 aggregate principal amount of its 9.000% Notes due 2016 in 2009, JPMS and an affiliate of Bank of America acted as joint book-running managers, an affiliate of U.S. Bank acted as lead manager, and affiliates of Bank of the West (a party to the Otter Tail Credit Agreement), KeyBank and Wells Fargo Bank, National Association (a party to the OTP Credit Agreement) acted as co-managers; (iv) Merrill Lynch, Pierce, Fenner and Smith Incorporated (an affiliate of Bank of America) acted as placement agent in connection with the 2011 issuance by OTP of its 4.63% Senior Unsecured Notes due December 1, 2021; and (v) JPMS acted as sole placement agent in connection with a note purchase agreement entered into on August 14, 2013 for the private placement of $60 million aggregate principal amount of OTP’s 4.68% Series A Senior Unsecured Notes due February 27, 2029 and $90 million aggregate principal amount of OTP’s 5.47% Series B Senior Unsecured Notes due February 27, 2044, both issued on February 27, 2014.

Item 2.02

Results of Operations and Financial Condition

On November 3, 2014 Otter Tail Corporation issued a press release concerning consolidated financial results for the third quarter of 2014. A copy of the press release is furnished herewith as Exhibit 99.1.


Item 9.01		Financial Statements and Exhibits

(d)	Exhibits

	4.1	Second Amendment to Third Amended and Restated Credit Agreement, dated as of November 3, 2014, among Otter Tail Corporation, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, and Bank of the West as a Bank.
	4.2	Second Amendment to Second Amended and Restated Credit Agreement, dated as of November 3, 2014, among Otter Tail Power Company, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, CoBank, ACB, as a Co-Documentation Agent and as a Bank, and Wells Fargo Bank, National Association as a Bank.
	99.1	Press Release issued November 3, 2014.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	OTTER TAIL CORPORATION

Date: November 4, 2014

	By	/s/ Kevin G. Moug
		Kevin G. Moug
		Chief Financial Officer

EXHIBIT INDEX


Exhibit		Description of Exhibit

4.1		Second Amendment to Third Amended and Restated Credit Agreement, dated as of November 3, 2014, among Otter Tail Corporation, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, and Bank of the West as a Bank.
4.2		Second Amendment to Second Amended and Restated Credit Agreement, dated as of November 3, 2014, among Otter Tail Power Company, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, CoBank, ACB, as a Co-Documentation Agent and as a Bank, and Wells Fargo Bank, National Association as a Bank.
99.1		Press release, dated November 3, 2014

Exhibit 4.1

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT (this “Amendment”), dated as of November 3, 2014, amends and modifies that certain Third Amended and Restated Credit Agreement, dated as of October 29, 2012 (as amended by the First Amendment thereto dated October 29, 2013, 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 - AMENDMENTS

1.1 Each of the definitions of “LIBOR Interbank Rate” and “LIBOR Interbank Daily Rate” is hereby amended to insert the following immediately at the end thereof: “Notwithstanding the foregoing or anything to the contrary set forth herein, at no time shall this rate be less than zero for purposes hereof.”

1.2 The definition of “Termination Date” appearing in Section 1.1 of the Credit Agreement is hereby amended to replace the date “October 29, 2018” with the date “October 29, 2019”.

1.3 Section 9.8(n) is hereby amended to insert “(i)” and “(ii)” so that it will read as follows:

(n) (i) Liens securing Indebtedness incurred to pay annual premiums for property, casualty or liability insurance policies maintained by the Borrower or any Subsidiary; provided that such Liens attach only to insurance policies and proceeds thereof, and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;

1.4 Schedule 1.1(a) to the Credit Agreement, the schedule of Commitments and Percentages, is hereby amended in its entirety to pursuant to Schedule 1.1(a) attached hereto and made a part hereof.

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 Lenders shall have executed and delivered this Amendment.

3.4 Fees . The Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, without limitation, (i) all fees set forth in that certain Fee Letter by and between the Borrower and the Agent dated as of November 3, 2014 and (ii) to the extent invoiced reasonably in advance, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

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.

4.6 Departing Lenders . Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Agreement as of the date hereof (each, a “ Departing Lender ”). Each Lender that executes and delivers a signature page hereto that identifies it as a Departing Lender shall constitute a Departing Lender as of the date hereof. No Departing Lender shall have a Commitment on and after the date hereof. Each Departing Lender shall cease to be a party to the Credit Agreement as of the date hereof, with no rights, duties or obligations thereunder. All amounts owing to a Departing Lender shall be paid by the Borrower to such Departing Lender as of the date hereof. The consent of a Departing Lender is not required to give effect to the changes contemplated by this Amendment. The Administrative Agent is hereby authorized to take such steps under the Credit Agreement as reasonably required to give effect to the departure of the Departing Lenders, including, without limitation, reallocating outstanding obligations among the remaining Lenders ratably based on their Commitments.

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.


	OTTER TAIL CORPORATION

	By:			/s/ Kevin Moug

	Title:			Chief Financial Officer

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

(Signature Page to Second Amendment to Otter Tail Corporation Credit Agreement)


	U.S. BANK NATIONAL ASSOCIATION,
	as Agent 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) 280-3655
	Fax: (701) 280-3580

(Signature Page to Second Amendment to Otter Tail Corporation Credit Agreement)


BANK OF AMERICA, N.A., as Co-Syndication Agent and as a Bank

By:	/s/ Casey Klepsch

Title:		Assistant Vice President

IL4-135-04-13 135 S. LaSalle Street Chicago, IL 60603
Attention:			Casey Klepsch
			Assistant Vice President
Telephone: (312) 904-7465
Fax: (312) 904-6546

(Signature Page to Second Amendment to Otter Tail Corporation Credit Agreement)


JPMORGAN CHASE BANK, N.A., as Co- Syndication Agent and as a Bank

By:	/s/ Justin Martin

Title:		Authorized Officer

10 South Dearborn, 9 th Floor, IL1-0090
Chicago, IL 60603
Attention: Justin Martin
Telephone: (312) 732-4441
Fax: (312) 732-1762

(Signature Page to Second Amendment to Otter Tail Corporation Credit Agreement)


KEYBANK NATIONAL ASSOCIATION, as Documentation Agent and as a Bank

By:	/s/ Keven D. Smith

Title:		Senior Vice President

1301 5 th Avenue Mail Code: WA-31-13-2514 Seattle, WA 98101
Attention:			Keven D. Smith
Telephone:			(206) 343-6966
Fax: (206) 684-6570

(Signature Page to Second Amendment to Otter Tail Corporation Credit Agreement)


	BANK OF THE WEST, a California Banking Corporation, as a Bank

	By:		/s/ David Wang

	Title:		Director

	250 Marquette Ave., Suite 575 Minneapolis, MN 55401 Attention: David Wang Telephone: (612) 339-1403 Fax: (612) 339-6362

(Signature Page to Second Amendment to Otter Tail Corporation Credit Agreement)


	The undersigned Departing Lender hereby acknowledges and agrees that, as of the date of this Second Amendment, it is no longer a party to the Credit Agreement, it is not a party to this Amendment (other than for purposes of acknowledging its status as a Departing Lender), and confirms that, as a Departing Lender, its approval is not required to give effect to this Amendment.

	UNION BANK, N.A., as a Departing Lender (and solely with respect to Section 4.6 of this Amendment)

	By:	/s/ Harvey Hordwitz
	Name: Harvey Hordwitz
	Title: Vice President

(Signature Page to Second Amendment to Otter Tail Corporation Credit Agreement)

Schedule 1.1(a)

Commitments and Percentages


Bank :	Initial Commitment:	Percentage:

U.S. Bank National Association	$ 45,000,000	30.000000000000%

Bank of America, N.A.	$ 30,000,000	20.000000000000%

JPMorgan Chase Bank, N.A.	$ 30,000,000	20.000000000000%

Keybank National Association	$27,500,000	18.333333333333%

Bank of the West, a California Banking Corporation	$17,500,000	11.666666666667%

Total:	$150,000,000	100.000000000%

Exhibit 4.2

SECOND AMENDMENT TO SECOND AMENDED

AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT (this “Amendment”), dated as of November 3, 2014, amends and modifies that certain Second Amended and Restated Credit Agreement, dated as of October 29, 2012 (as amended by the First Amendment thereto dated October 29, 2013, the “Credit Agreement”), among OTTER TAIL POWER COMPANY (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 - AMENDMENTS

1.2 The definition of “Termination Date” appearing in Section 1.1 of the Credit Agreement is hereby amended to replace the date “October 29, 2018” with the date “October 29, 2019”.

1.3 Schedule 1.1(a) to the Credit Agreement, the schedule of Commitments and Percentages, is hereby amended in its entirety to pursuant to Schedule 1.1(a) attached hereto and made a part hereof.

ARTICLE II - REPRESENTATIONS AND WARRANTIES

ARTICLE III - CONDITIONS PRECEDENT

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

ARTICLE IV - GENERAL

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.

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.


	OTTER TAIL POWER COMPANY

	By:			/s/ Kevin Moug

	Title:			Treasurer

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