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 to be less than 1.5 to 1.0 determined as of the end of the most recently ended period of four consecutive fiscal quarters of the Company.
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, d/b/a OTTER TAIL POWER COMPANY By: Title: [chief financial officer] Exhibit C OPINION OF COUNSEL May 22, 2009 To: The Banks party to the Loan Agreement described herein [address to each bank] Ladies and Gentlemen: I have acted as counsel to Otter Tail Corporation, d/b/a Otter Tail Power Company, a Minnesota corporation (the “Company”), in connection with the transactions contemplated by that certain Term Loan Agreement, dated as of May 22, 2009, entered into among the Company, the Banks, as defined therein, KeyBank National Association, as Syndication Agent, Union Bank, N.A., as Documentation Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Loan Agreement”). This opinion is being delivered to you pursuant to Section 6.1(e) of the Loan Agreement. Capitalized terms used herein, except as otherwise specifically defined herein, are used with the same meaning as defined in the Loan Agreement. In connection with this opinion, I have examined the following documents:
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] Exhibit C Opinion of Counsel , 2006 U.S. Bank National Association 500 Xxxxxx Xxxxxx Xxxxx Mail Code EX-XX-0000 Xxxxx, XX 00000 Attention: Mx. Xxxxxx Xxxxxx Vice President Ladies and Gentlemen: I have acted as counsel to Otter Tail Corporation, a Minnesota corporation (the “Company”), in connection with the transactions contemplated by that certain Credit Agreement, dated as of September 1, 2006, entered into between the Company and U.S. Bank National Association (the “Credit Agreement”). This opinion is being delivered to you pursuant to Section 5.1(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:
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] Exhibit C Opinion of Counsel [date] 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:
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). EXHIBIT C 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...
