Common use of Acquisition Loan Clause in Contracts

Acquisition Loan. (a) Bank agrees to with respect to Subsections 2A.1(b) and (c) hereof, and may, in its sole discretion, with respect to Subsection 2A.1(d) hereof, on the terms and conditions set forth in this Agreement, make Advances from time to time during the Acquisition Loan Period in amounts such that the aggregate principal amount of Advances at any one time outstanding will not exceed the Maximum Acquisition Loan Amount (the "Acquisition Loan"). The Acquisition Loan may be prepaid in whole or in part at any time without penalty (excluding any fees or expenses incurred under any Swap Agreements), but amounts prepaid will not be readvanced. (b) In the event the Advance under the Acquisition Loan then being requested, together with all prior Advances under the Acquisition Loan, does not exceed $3,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance: (i) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not exceed $10,000,000. (ii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's ratio of Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 0.5 to 1.0. (iii) Repayment of any Advance under this Section 2.A.1(b) shall be, at the option of the Borrower, as follows: (1) Monthly installments of interest only for up to 36 months, at end of which time the principal balance of said Advance, together with all unpaid interest, shall be due and payable in full. (2) Monthly installments of interest only for 6 months, followed by (commencing in the immediately succeeding month) thirty-six equal monthly installments of principal, plus interest, said principal installments to be in an amount sufficient enough to fully amortize said Advance over said thirty-six monthly period. (c) In the event the Advance under the Acquisition Loan then being requested, together with all prior Advances under the Acquisition Loan, is greater than $3,000,000 but does not exceed $5,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance: (i) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not to exceed $10,000,000. (ii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's ratio of Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 0.5 to 1.0. (iii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's Quick Ratio is not, and shall not after said Acquisition, be less than 3.0 to 1.0. (iv) Repayment of any Advance under this Section 2.1.A.1(c) shall be, at the option of the Borrower, as follows: (1) Monthly installments of interest only for up to 36 months, at the end of which time the principal balance of said Advance, together with all unpaid interest, shall be due and payable in full. (2) Monthly installments of interest only for up to 6 months, followed by (commencing in the immediately succeeding month) thirty-six equal monthly installments of principal, plus interest, said principal installments to be in an amount sufficient enough to fully amortize said Advance over said thirty-six monthly period. (d) In the event the Advance under the Acquisition Loan then being requested, together with all prior Advances under the Acquisition Loan, is greater than $5,000,000 but does not exceed $10,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance: (i) Bank shall conduct such due diligence and make such investigations as it deems appropriate and shall determine in its sole discretion whether it will make such Advance. (ii) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not to exceed $20,000,000. (iii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 2.0:1.0. (iv) Borrower shall provide to Bank fiscal year-end financial statements for the last three fiscal years of the company or division, which is the subject of the Acquisition; (v) Borrower shall provide to Bank three years of Projections of Borrower evidencing the capacity of Borrower to service the debt service with respect to the Advance under the Acquisition Loan, which is the subject of said Acquisition;

Acquisition Loan. (a) Bank agrees As a condition precedent to with respect the obligations of any Lender to Subsections 2A.1(b) and (c) hereofmake any Acquisition Loan Advance, and may, each Lender shall be satisfied in its sole discretiondiscretion with the structure and terms of the proposed Acquisition. In addition, with respect to Subsection 2A.1(d) hereof, at the time of making each Acquisition Loan Advance the Lenders shall have received on or before the terms and conditions date of funding such advance each of the items set forth in this Agreement, make Advances from time Section 5.1 relating to time during the Acquisition Loan Period in amounts such that and the aggregate principal amount of Advances at any one time outstanding will not exceed the Maximum Acquisition Loan Amount (the "Acquisition Loan"). The Acquisition Loan may be prepaid in whole or in part at any time without penalty (excluding any fees or expenses incurred under any Swap Agreements), but amounts prepaid will not be readvanced. (b) In the event the Advance under Target and the Acquisition Loan then being requestedtransaction as the Lenders shall require, together with all prior Advances under the Acquisition Loan, does not exceed $3,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance: (i) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not exceed $10,000,000. (ii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, each in form and substance satisfactory to Bankthe Agent, evidencing that Borrower's ratio of Total Liabilities to Tangible Net Worth does notits special counsel and the Lenders, and in addition thereto shall not after said Acquisition, exceed 0.5 to 1.0. (iii) Repayment of any Advance under this Section 2.A.1(b) shall be, at the option have received each of the Borrower, as follows: (1) Monthly installments of interest only for up to 36 months, at end of which time the principal balance of said Advance, together with all unpaid interest, shall be due and payable in full. (2) Monthly installments of interest only for 6 months, followed by (commencing in the immediately succeeding month) thirty-six equal monthly installments of principal, plus interest, said principal installments to be in an amount sufficient enough to fully amortize said Advance over said thirty-six monthly period. (c) In the event the Advance under the Acquisition Loan then being requested, together with all prior Advances under the Acquisition Loan, is greater than $3,000,000 but does not exceed $5,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance: (i) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not to exceed $10,000,000. (ii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bankthe Agent, evidencing that its special counsel and the Lenders: (a) Each Acquisition Loan Note duly executed by the Borrower's ratio of Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 0.5 to 1.0. (iiib) Borrower shall provide Evidence that on a current historical basis after giving effect to the Acquisition consolidated Indebtedness for Money Borrowed (exclusive of Subordinated Indebtedness) of Collins and pro forma balance sheet, together with covenant calculations, in form its Xxxsolidated Subsidiaries (including the Target) does not exceed consolidated EBITDA minus unfunded capital expenditures of Collins and substance satisfactory to Bank, evidencing that Borrower's Quick Ratio is not, and shall not after said Acquisition, be less its Consxxxxxxxd Subsidiaries (including the Target) for the 12 month period most recently ended by more than 3.0 to 1.04.25 times. (ivc) Repayment Evidence that both before and after giving effect to the proposed Acquisition no Default or Event of any Advance under this Section 2.1.A.1(c) Default shall be, at the option of the Borrower, as follows: (1) Monthly installments of interest only for up to 36 months, at the end of which time the principal balance of said Advance, together with all unpaid interest, shall be due and payable in full. (2) Monthly installments of interest only for up to 6 months, followed by (commencing in the immediately succeeding month) thirty-six equal monthly installments of principal, plus interest, said principal installments to be in an amount sufficient enough to fully amortize said Advance over said thirty-six monthly periodexist. (d) In Evidence of the event termination of all Liens and the Advance under repayment of all Indebtedness other than Liens and Indebtedness permitted to exist hereunder. (e) Copies of all documents and agreements executed in connection with the Acquisition Loan then being requested, together with Acquisition. (f) Payment of all prior Advances under applicable fees and expenses. (g) Executed Mortgages on Acquired Real Estate and related title insurance policies. (h) Such financing statements as the Acquisition Loan, is greater than $5,000,000 but does not exceed $10,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance:Lenders shall require. (i) Bank Such legal opinions as the Lenders shall conduct such due diligence and make such investigations as it deems appropriate and shall determine in its sole discretion whether it will make such Advancerequire. (iig) The maximum Acquisition Cost to Borrower with respect amending and restating Exhibit A to the Acquisition, which is Loan Agreement in its entirety in the subject form of said Advance, shall not to exceed Annex A attached hereto and made a part hereof; (h) amending Section 11.1(a) by substituting the sum of $20,000,00014,000,000 for the sum of $15,000,000 appearing in clause(v) thereof. (iiii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, amending Section 11.1(e) by deleting the same in form and substance satisfactory to Bank, evidencing that Borrower's Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 2.0:1.0its entirety. (ivj) Borrower shall provide by amending Section 11.2 by redesignating subsections (h) and (i) as subsections (i) and (j), respectively, and inserting a new subsection (h) to Bank fiscal year-end financial statements for the last three fiscal years of the company or division, which is the subject of the Acquisition; (v) Borrower shall provide to Bank three years of Projections of Borrower evidencing the capacity of Borrower to service the debt service with respect to the Advance under the Acquisition Loan, which is the subject of said Acquisition;read as follows:

Acquisition Loan. (aA) Bank agrees Subject to with respect to Subsections 2A.1(b) and (c) hereof, and may, in its sole discretion, with respect to Subsection 2A.1(d) hereof, on the terms and conditions set forth in this Agreement, make Advances from time on the Third Closing Date, the Bank shall extend to time during the Acquisition Loan Period Borrowers an acquisition and equipment line/term loan facility in amounts such that the aggregate maximum principal amount of Advances at any one time outstanding will not exceed the Maximum Acquisition Loan Amount Credit Limit (the "Acquisition Loan"). The , pursuant to which the Bank shall advance to the Borrowers, from time to time during the period from the Third Closing Date to and including the Termination Date, such sums as the Borrowers may request; PROVIDED HOWEVER THAT, (1) Equipment Advances and Acquisition Loan may be prepaid Advances shall not exceed the Acquisition Credit Limit, (2) Equipment Advances (including the Dollar equivalent of any Equipment Advance denominated in whole or in part at any time without penalty (Sterling, but excluding any fees or expenses incurred under any Swap Agreements), but amounts prepaid will not be readvanced. (bConverted Equipment Loans) In the event the Advance under the Acquisition Loan then being requested, together with all prior Advances under the Acquisition Loan, does shall not exceed $3,000,000the Equipment Sublimit, (3) Equipment Advances (including the Dollar equivalent of any Equipment Advance denominated in addition Sterling) made in any fiscal year shall not exceed the Equipment Sublimit, and (4) Acquisition Advances (including the Dollar equivalent of any Acquisition Advance denominated in Sterling) made to such other terms any Domestic Borrower to fund Permitted Acquisition of Foreign assets or businesses, and conditions set forth herein, the following conditions must be satisfied prior made to Bank making such Advance: (i) The maximum Acquisition Cost to any Foreign Borrower with respect to the Acquisition, which is the subject of said Advance, shall not exceed $10,000,000. 8,000,000.00. If the Acquisition Advances (iiincluding the Dollar equivalent of any Acquisition Advance denominated in Sterling) Borrower plus the Equipment Advances (including the Dollar equivalent of any Sterling Equipment Advances) at any time exceeds the Acquisition Credit Limit, the Borrowers shall provide a current and pro forma balance sheetimmediately repay the amount of the excess, together with covenant calculationsaccrued interest thereon and any amount which may be due pursuant to SECTION 2.20 on account of such payment. If the total Equipment Advances at any time exceeds the Equipment Sublimit, the Borrowers shall immediately repay the amount of the excess together with accrued interest thereon and any amount which may be due pursuant to SECTION 2.20 on account of such payment. If the Acquisition Advances (including the Dollar equivalent of any Acquisition Advance denominated in form and substance satisfactory Sterling) made to Bank, evidencing that Borrower's ratio any Domestic Borrower to fund Permitted Acquisition of Total Liabilities to Tangible Net Worth does notForeign assets or businesses, and made to any Foreign Borrower at any time exceeds $8,000,000.00, the Borrowers shall not after said Acquisition, exceed 0.5 to 1.0. (iii) Repayment of any Advance under this Section 2.A.1(b) shall be, at immediately repay the option amount of the Borrower, as follows: (1) Monthly installments of interest only for up to 36 months, at end of which time the principal balance of said Advance, excess together with all unpaid interest, shall accrued interest thereon and any amount which may be due and payable in full. (2) Monthly installments pursuant to SECTION 2.20 on account of interest only for 6 months, followed by (commencing in the immediately succeeding month) thirty-six equal monthly installments of principal, plus interest, said principal installments to be in an amount sufficient enough to fully amortize said Advance over said thirty-six monthly period. (c) In the event the Advance under such payment. The Borrowers shall use the Acquisition Loan then being requestedto purchase Equipment (each such advance to purchase Equipment, together with all prior Advances under the excluding Equipment acquired in a Permitted Acquisition, an "Equipment Advance") and finance Permitted Acquisitions (each such advance to finance permitted Acquisition, an "Acquisition Loan, is greater than $3,000,000 but does Advance"). Each Equipment Advance shall not exceed $5,000,000the invoice price (excluding transportation, in addition to such other terms taxes and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance: (ihandling) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not to exceed $10,000,000. (ii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's ratio of Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 0.5 to 1.0. (iii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's Quick Ratio is not, and shall not after said Acquisition, be less than 3.0 to 1.0. (iv) Repayment of any Advance under this Section 2.1.A.1(c) shall be, at the option of the Borrower, as follows: (1) Monthly installments of interest only for up to 36 months, at the end of which time the principal balance of said Advance, together Equipment being purchased with all unpaid interest, shall be due and payable in full. (2) Monthly installments of interest only for up to 6 months, followed by (commencing in the immediately succeeding month) thirty-six equal monthly installments of principal, plus interest, said principal installments to be in an amount sufficient enough to fully amortize said Advance over said thirty-six monthly period. (d) In the event the Advance under the Acquisition Loan then being requested, together with all prior Advances under the Acquisition Loan, is greater than $5,000,000 but does not exceed $10,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance: (i) Bank shall conduct such due diligence and make such investigations as it deems appropriate and shall determine in its sole discretion whether it will make such Equipment Advance. (ii) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not to exceed $20,000,000. (iii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 2.0:1.0. (iv) Borrower shall provide to Bank fiscal year-end financial statements for the last three fiscal years of the company or division, which is the subject of the Acquisition; (v) Borrower shall provide to Bank three years of Projections of Borrower evidencing the capacity of Borrower to service the debt service with respect to the Advance under the Acquisition Loan, which is the subject of said Acquisition;

Acquisition Loan. (a) Subject to the terms of this Agreement, the Bank agrees to with respect lend to Subsections 2A.1(b) and (c) hereof, and may, in its sole discretion, with respect to Subsection 2A.1(d) hereof, on the terms and conditions set forth in this Agreement, make Advances from time to time during the Acquisition Loan Period in amounts such that the aggregate Borrower a total principal amount not to exceed Three Million Dollars ($3,000,000.00) to be used for acquisition by Borrower of Advances at any one time outstanding will not exceed the Maximum Acquisition Loan Amount (the "Acquisition Loan")business entities and assets. The Acquisition Loan shall be evidenced by and payable in accordance with the terms of a promissory note in the face amount of $3,000,000.00. The Acquisition Note shall evidence the outstanding principal balance of the Acquisition Loan, as it may change from time to time. Advances under the Acquisition Loan shall be prepaid in whole or in part subject to the following terms: (a) Advances of proceeds of the Acquisition Loan shall be limited to an aggregate of Three Million Dollars ($3,000,000.00) ("Maximum Acquisition Loan Amount") at any time without penalty (excluding any fees or expenses incurred under any Swap Agreements), but amounts prepaid will not be readvanced.outstanding; (b) In the event the Advance under The Borrower shall be entitled to initial Advances of proceeds of the Acquisition Loan then being requested, together with all prior Advances under the Acquisition Loan, does not exceed $3,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance: (i) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject of said Advance, shall not exceed $10,000,000. (ii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's ratio of Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 0.5 to 1.0. (iii) Repayment of any Advance under this Section 2.A.1(b) shall be, at the option of the Borrower, as follows: (1) Monthly installments of interest only for up to 36 months, at end an aggregate amount of which time the principal balance of said Advance, together with all unpaid interest, shall be due and payable in full. Five Hundred Thousand Dollars (2$500,000.00) Monthly installments of interest only for 6 months, followed by (commencing in the immediately succeeding month) thirty-six equal monthly installments of principal, plus interest, said principal installments to be in an amount sufficient enough to fully amortize said Advance over said thirty-six monthly period.without prior approval from Bank; (c) In the event the Any Advance under of proceeds of the Acquisition Loan then being requested, together with all after the initial $500,000 of Advances shall require the prior Advances under the Acquisition Loan, is greater than $3,000,000 but does not exceed $5,000,000, in addition to such other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance: (i) The maximum Acquisition Cost to Borrower with respect to the Acquisition, which is the subject written consent of said Advance, shall not to exceed $10,000,000. (ii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's ratio of Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 0.5 to 1.0. (iii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's Quick Ratio is not, and shall not after said Acquisition, be less than 3.0 to 1.0. (iv) Repayment of any Advance under this Section 2.1.A.1(c) shall be, at the option of the Borrower, as follows: (1) Monthly installments of interest only for up to 36 months, at the end of which time the principal balance of said Advance, together with all unpaid interest, shall be due and payable in full. (2) Monthly installments of interest only for up to 6 months, followed by (commencing in the immediately succeeding month) thirty-six equal monthly installments of principal, plus interest, said principal installments to be in an amount sufficient enough to fully amortize said Advance over said thirty-six monthly period. (d) In All Acquisition Advances by the event Bank to or for the Advance account of the Borrower, whether or not in excess of the Maximum Acquisition Loan Amount, shall be considered part of the Indebtedness under the Acquisition Loan then being requestedNote, together with all prior Advances under shall bear interest as provided in the Acquisition LoanNote, is greater than $5,000,000 but does not exceed $10,000,000, in addition and shall be entitled to such all rights and benefits hereunder and under all other terms and conditions set forth herein, the following conditions must be satisfied prior to Bank making such Advance:Loan Documents; and (ie) The Borrower shall not request and the Bank shall conduct will not be required to consider requests for Acquisition Advances after the Maturity Date; provided that the Bank may in its discretion extend such due diligence date in writing and make further provided that the repayment obligations of the Borrower for Acquisition Advances made by the Bank after such investigations date (as it deems appropriate and may be extended) shall determine in its sole discretion whether it will make such Advance. (ii) The maximum Acquisition Cost be binding on the Borrower or other persons liable for any Indebtedness to Borrower the same extent as obligations with respect to the Acquisition, which is the subject of said Advance, shall not Acquisition Advances made prior to exceed $20,000,000such date. (iii) Borrower shall provide a current and pro forma balance sheet, together with covenant calculations, in form and substance satisfactory to Bank, evidencing that Borrower's Total Liabilities to Tangible Net Worth does not, and shall not after said Acquisition, exceed 2.0:1.0. (iv) Borrower shall provide to Bank fiscal year-end financial statements for the last three fiscal years of the company or division, which is the subject of the Acquisition; (v) Borrower shall provide to Bank three years of Projections of Borrower evidencing the capacity of Borrower to service the debt service with respect to the Advance under the Acquisition Loan, which is the subject of said Acquisition;