Acquisition Line. 40 affiliate.............................................................. 8 Agreement.............................................................. 1
Acquisition Line. (a) Lender hereby establishes for the benefit of Borrowers an Acquisition Line (the "Acquisition Line") to be used by Borrowers from time to time to finance the intangible portion of acquisitions by Borrowers up to the maximum principal sum of Fifteen Million Dollars ($15,000,000) at any one time outstanding. Each requested Advance under the Acquisition Line is subject to Bank's approval, must be made at least 30 days prior to the date of the requested approval and must be accompanied by the following (all in form and substance acceptable to the Bank):
(i) Historical and projected financial information regarding the company to be acquired;
(ii) A proforma opening balance sheet of company to be acquired;
(iii) A statement of the sources and use of cash;
(iv) The draft acquisition agreement or term sheet for the acquisition; and
(v) All other documents and information Lender may request.
(b) Each company to be acquired in connection with an Acquisition Loan must be in the same general business as the Borrowers.
(c) Each Acquisition Loan shall be fully amortized over 12-48 months depending on the acquisition as determined by Lender in its sole discretion.
(d) At no time shall the sum of the principal balance of Advances outstanding under the Acquisition Line and the Revolving Credit exceed the Maximum Revolving Credit Amount.
Acquisition Line. The Bank hereby agrees, subject to the terms and conditions of this Agreement, to make a Credit Loan or Credit Loans available to the Company from time to time on and after the date of this Agreement through and including the Acquisition Line Maturity Date, in an aggregate principal amount not to exceed the lesser of (i) the Acquisition Line Credit Limit and (ii) that portion of the Borrowing Base which is utilized to support advances under the Acquisition Line (which amount shall not be greater than the difference between (i) the Borrowing Base, and (ii) the aggregate principal amount outstanding under the Working Capital Line). Until the Acquisition Line Maturity Date, the Company may borrow, repay, and reborrow such Credit Loan up to the maximum amount thereof, subject to the mandatory principal reductions set forth in Sections 2.7(a) and 2.8(b) hereof and sufficient Borrowing Base availability.
Acquisition Line. The Borrower may apply to the Lenders for one or more loans (collectively the "Acquisition Line") to the Borrower for the acquisition of businesses, in the aggregate principal amount not to exceed ($5,000,000), as long as the following criteria, and the general provisions for advances under this Agreement, are met to the satisfaction of the Agent:
(a) the acquisition target is in the same business as MSC;
(b) after giving effect to the acquisition, total Consolidated senior Funded Debt to EBITDA is no more than 4.0 to 1.0 on a proforma basis;
(c) after giving effect to the acquisition, unused Availability shall be an amount to be determined by the Agent as sufficient in the exercise of its reasonable commercial judgment;
(d) the Borrower is in compliance with all loan covenants and such acquisition would not give rise to a Default or an Event of Default; and
(e) the business to become acquired becomes a Borrower under this Agreement and its assets become part of the security for the Obligations. Commitment to any one or more advances under the Acquisition Line shall be subject to the Lenders' respective approval processes, no commitment to lend being made at this time. Repayment and other terms and conditions for the Acquisition Line shall be determined by the mutual agreement of the Borrower, the Agent and the Lenders at the time of funding.
Acquisition Line. Except as set forth in Section 2.3(b), the Acquisition Advances shall bear interest, on the outstanding daily balance thereof, as set forth in the LIBOR/Prime Referenced Rate Addendum.
Acquisition Line. The proceeds of the Acquisition Line shall be used solely for financing to acquire and/or refinance Projects. Subject to the terms of this Agreement, as the same may be amended or modified by a specific Project Loan Agreement, so long as no Default exists hereunder, from the date hereof through October 22, 1999, Borrower may borrow, on a non-revolving basis, up to $40,000,000 in the aggregate outstanding at any time. Each request for a Project Loan shall be subject to the approval of GMAC-CM. The commitment of GMAC-CM for a Project Loan shall be evidenced by a Project Loan Commitment issued by GMAC-CM, in its sole and absolute discretion, and funding of each Project Loan shall be subject to the conditions outlined in each Project Loan Commitment. Notwithstanding the foregoing, in no event shall any Project Loan exceed eighty-five percent (85%) of the appraised value of the Project financed with the proceeds of such Project Loan. Requests for a Project Loan for a Project with a loan to value ratio in excess of eighty-five percent (85%) shall be considered on a case-by-case basis at the sole discretion of GMAC-CM. After October 22, 1999, no further advances shall be permitted under the Acquisition Line. GMAC-CM acknowledges that the Borrower anticipates advances under the Acquisition Line to refinance the Windsor House of Huntsville; Aftox Xxxx Xxxsing Center; Pinedale Nursing Center; and Good Samaritan Nursing Home. The specific conditions for the Project Loans for the four (4) above-described Projects are set forth in the Windsor Project Commitment.
Acquisition Line. The purpose of the Acquisition Line is to provide financing for acquiring and refinancing Projects, as approved by GMAC-CM, and subject to the terms of this Agreement.
Acquisition Line. Interest accrued on so much of the principal balance of each Project Loan as may be outstanding from time to time under any Acquisition Note shall be due and payable monthly on the first day of each consecutive month, the first such payment being due and payable the first day of the month following the funding of a Project Loan. Each Project Loan made prior to October 22, 1998, shall be due and payable in full (including payment of all outstanding interest and satisfaction of any other obligations of the Borrower in connection therewith) three (3) years from the date of funding such Project Loan. Each Project Loan funded on or after October 22, 1998, shall be due and payable in full (including payment of all outstanding interest and satisfaction of any other obligations of the Borrower in connection therewith) two (2) years from the date of funding such Project Loan.
Acquisition Line. Interest on so much of the principal balance as may be outstanding from time to time under an Acquisition Note, shall accrue at a floating rate equal to the 30-day LIBOR Rate, plus the corresponding Margin (as calculated in the table below). The Margin applicable to a particular Project Loan shall be determined from the following table upon establishment to the satisfaction of GMAC-CM of both the corresponding loan to value ratio and the corresponding Debt Service Ratio for the Project: Loan to Value Ratio Debt Service Ratio Interest Rate ------------------- ------------------ ------------- Margin less than 75% greater than 1.40 LIBOR + 2.50% between 75% and 80% between 1.40 and 1.30 LIBOR + 2.75% between 80% and 85% between 1.30 and 1.20 LIBOR + 3.25% between 85% and 90% between 1.20 and 1.15 LIBOR + 3.75% greater than 90% less than 1.15 LIBOR + 4.00% The Borrower acknowledges (i) the interest rate applicable to a Project Loan shall change as the LIBOR Rate is from time to time adjusted, and (ii) the corresponding Margin, notwithstanding post-ratelock fluctuations of a Project's loan to value ratio or debt service ratio, shall remain fixed for the term of the particular Project Loan.
Acquisition Line. Borrower may request advances under the Acquisition Line by providing written notice to GMAC-CM of the Project to be acquired or refinanced and requesting GMAC-CM to advance a Project Loan in connection with the Project. All obligations of GMAC-CM to fund any requested Project Loan are specifically subject to (i) GMAC-CM's approval, in GMAC-CM's sole and absolute discretion of the requested Project Loan, (ii) compliance with the terms and conditions set forth in this Agreement and the GMAC-CM Master Loan Commitment, and (iii) the issuance of and the Borrower's compliance with the terms and conditions of a Project Loan Commitment for each particular Project to be acquired or refinanced on terms and conditions as determined by GMAC-CM. The issuance of a Project Loan Commitment for a particular Project, as requested by Borrower under the terms of this Agreement, shall be conditioned upon delivery to and approval by GMAC-CM of the items listed in Exhibit 2.7(b) attached hereto, with copies of the certificate of need and all other requisite licenses, permits, Medicaid and Medicare contracts and approvals in connection with the Project to be acquired or refinanced, all of which shall be in form and substance acceptable to GMAC-CM, and delivery to and approval by GMAC-CM of all other documents or information as GMAC-CM shall deem necessary in its sole and absolute discretion in connection with the underwriting of a particular Project Loan. Upon preliminary approval by GMAC-CM of a Project Loan, GMAC-CM will order an appraisal, environmental Phase I and engineering report (if required by GMAC-CM) for the Project. All third party reports will be paid for by the Borrower regardless of whether such Project Loan closes. Approval of all Project Loans shall be subject to receipt and satisfactory review of the third party reports by GMAC-CM. Third party reports ordered and prepared prior to GMAC-CM's approval of a particular Project Loan will not need to be reordered providing the third party that prepared such report is acceptable to GMAC-CM, such third party reissues its change letter to GMAC-CM, and the reports were prepared less than six (6) months prior to the closing of the applicable Project Loan.
