Interest and Dividend Coverage Ratio. Permit the Interest and Dividend Coverage Ratio for any period of four consecutive fiscal quarters to be less than 1.50 to 1.00.
Interest and Dividend Coverage Ratio. For the four-quarter period ending on the date of the enclosed consolidated financial statements: EBIT: $__________ to: sum of Interest Expense: $__________ Dividends on Preferred Stock: $__________ $__________ Ratio: ___ to 1.00 (Required: not less than 1.50 to 1.00).
Interest and Dividend Coverage Ratio. The Company will not permit the Interest and Dividend Coverage Ratio for any fiscal quarter to be less than 1.5 to 1.0.
Interest and Dividend Coverage Ratio. For the four-quarter period ending on the date of the enclosed consolidated financial statements: EBIT: $__________ to: sum of Interest Expense: $_______ Dividends on Preferred Stock: $_______ $___________ Ratio: ___ to 1.00 GUARANTY (Joint and Several) FOR VALUE RECEIVED and in consideration of entry by the Banks (as defined in the Term Loan Agreement referred to below) and JPMORGAN CHASE BANK, N.A., as agent for the Banks (in such capacity, together with it successors and assigns, called the “Agent”) into that certain Term Loan Agreement, dated as of February 5, 2016 (as thereafter amended, modified, extended, renewed, restated or replaced from time to time called the “Term Loan Agreement”) among the Banks, the Agent and OTTER TAIL CORPORATION, a Minnesota corporation (hereinafter called the “Debtor”), the undersigned corporations (the “Guarantors”) hereby JOINTLY AND SEVERALLY unconditionally guarantee the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations of the Debtor to the Banks or the Agent under the Term Loan Agreement, each Note issued thereunder, and each other Loan Document (as defined therein), including without limitation all future advances, and all obligations to reimburse the Agent for all of such obligations that arise after the filing of a petition by or against the Debtor under the Bankruptcy Code, even if the obligations do not accrue because of the automatic stay under Bankruptcy Code Section 362 or otherwise (all such obligations being hereinafter collectively called the “Liabilities”), and the Guarantors further jointly and severally agree to pay all expenses (including attorneys’ fees and legal expenses) paid or incurred by the Banks or Agent in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this guaranty. The Guarantors agree that, in the event of the dissolution or insolvency of the Debtor or any Guarantor, or the inability of the Debtor or any Guarantor to pay debts as they mature, or an assignment by the Debtor or any Guarantor for the benefit of creditors, or the institution of any proceeding by or against the Debtor or the Guarantor alleging that the Debtor or any Guarantor is insolvent or unable to pay debts as they mature, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, the Guarantors will pay to the Agent forthwith the full amount which would be payable hereunder by the Gu...
Interest and Dividend Coverage Ratio. For the four-quarter period ending on the date of the enclosed consolidated financial statements: EBIT: $ to: sum of Interest Expense: $ Dividends on Preferred Stock: $ $ Ratio: ___ to 1.00 (Required: not less than 1.50 to 1.00). OTTER TAIL CORPORATION, dba OTTER TAIL POWER COMPANY By: Title: [chief financial officer] To: The Banks party to the Credit Agreement described herein [address to each bank] Ladies and Gentlemen: I have acted as counsel to Otter Tail Corporation, dba Otter Tail Power Company, a Minnesota corporation (the “Company”), in connection with the transactions contemplated by that certain Credit Agreement, dated as of July 30, 2008, entered into among the Company, the Banks, as defined therein, and U.S. Bank National Association, as Agent (the “Credit Agreement”). This opinion is being delivered to you pursuant to Section 6.1(e) of the Credit Agreement. Capitalized terms used herein, except as otherwise specifically defined herein, are used with the same meaning as defined in the Credit Agreement. In connection with this opinion, I have examined the following documents:
(a) The Articles or Certificate of Incorporation of the Company;
(b) The Bylaws of the Company;
(c) Resolutions of the Board of Directors of the Company;
(d) An executed copy of the Credit Agreement; and
(e) An executed copy of the Notes. I also have examined such other documents and reviewed such questions of law as I have considered necessary and appropriate for the purposes of this opinion. In rendering my opinions set forth below, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures (other than the signatures of officers of the Company) and the conformity to authentic originals of all documents submitted to me as copies. I also have assumed the legal capacity for all purposes relevant hereto of all natural persons (other than officers of the Company) and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to my opinion, I have relied upo...
