Acquisition Loans Clause Samples

Acquisition Loans. Each Acquisition Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Merger Date to but excluding the Acquisition Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Acquisition Loan Commitments is $25,000,000; PROVIDED that the Acquisition Loan Commitments of the Acquisition Lenders shall be adjusted to give effect to any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that the amount of the Acquisition Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Date.

Acquisition Loans. The proceeds of the Acquisition Loans may be used only for the following purposes: (i) for working capital and general corporate purposes, including, without limitation, the issuance of Letters of Credit and to pay outstanding Floor Plan Loans; and (ii) to make Permitted Acquisitions.

Acquisition Loans. The proceeds of the Acquisition Loans shall be applied by Company to finance directly or indirectly the costs of Permitted Acquisitions.

Acquisition Loans. Subject to and upon the terms and conditions contained herein with respect to Revolving Loans, each Lender severally (and not jointly) agrees to fund its Pro Rata Share of Revolving Loans to a Borrower, other than a Disqualified Borrower or Tenex (the "Acquisition Loans"), from time to time in amounts requested by such Borrower (or on its behalf by Borrower Agent) upon not less than thirty (30) days prior written notice to Administrative Agent, to pay the purchase price for the acquisition by such Borrower of all of the issued and outstanding Capital Stock of another Person, or of all or substantially all of the assets of another Person or of a division of another Person (each, a "Target"). The Acquisition Loans shall further be subject to the prior satisfaction of the following conditions in a manner reasonably acceptable to Administrative Agent: (a) The subject Target is substantially consistent with the business of Borrowers as currently conducted, or as then conducted by Borrowers and Targets previously acquired in accordance with this Agreement; (b) Administrative Agent shall have received true and correct copies of the acquisition agreement and related documents and such financial and other information regarding the subject Target as it may reasonably request; (c) The Target and its Capital Stock (if applicable) is (or will be upon completion of the acquisition) free and clear of any security interest, mortgage, pledge, lien, charge or other encumbrance, except as permitted in Section 9.8 of this Agreement; (d) The total amount of payments by Borrowers in connection with the acquisitions of Targets shall not exceed $50,000,000 in the aggregate during the term of this Agreement or $20,000,000 in any one acquisition or series of related acquisitions, unless otherwise consented to by Administrative Agent and Required Lenders (provided such consent shall not be unreasonably withheld, delayed or conditioned);

Acquisition Loans. Subject to the terms and conditions set forth in this Agreement (including the conditions precedent set forth in SECTION 4.3), each Lender hereby severally and not jointly agrees to make, from time to time on and after the Acquisition Loan Target Date and on or prior to the Conversion Date, on an Acquisition Closing Date, revolving loans, in Dollars, to the Borrower which shall convert into term loans (individually, an "ACQUISITION LOAN" and collectively, the "ACQUISITION LOANS") from time to time in an amount not to exceed such Lender's Pro Rata Share of Acquisition Loan Availability at such time; PROVIDED, HOWEVER, (i) no Acquisition Loan shall be made hereunder unless and until the Borrower has obtained Term Loans in an aggregate principal amount equal to $5,000,000, (ii) no Acquisition Loan shall be made hereunder unless, as of the applicable Acquisition Closing Date, the sum of (x) EBITDA (as defined in SECTION 6.4 (A)) for the twelve calendar months most recently completed for which financial statements have been delivered pursuant to SECTION 6.1(A)(i) (or, if the number of calendar months from April 1, 1996 through the last month for which such financial statements are available is less than twelve months, then the EBITDA for such period from April 1, 1996 through such month for which financial statements are available, times a fraction the numerator of which is twelve and the denominator of which is the number of calendar months from April 1, 1996 through such month for which financial statements are available) on a consolidated basis for the Borrower and its consolidated Subsidiaries (other than any Target proposed to be acquired with the proceeds of such Acquisition Loan), including any Subsidiary acquired by the Borrower or another Subsidiary during the applicable period on a pro forma basis as if such Subsidiary had been acquired on the first day of such period, PLUS (y) EBITDA (determined in a manner consistent with the calculation of EBITDA of the Borrower and its Subsidiaries, as defined in Section 6.4(A)) of the Target proposed to be acquired with the proceeds of such Acquisition Loan for the most recent twelve month period for which financial statements meeting the requirements of Section 6.3(H)(ii) have been delivered to the Agent and the Lenders, shall not be less than $1,750,000 and (iii) at no time shall the aggregate outstanding Acquisition Loans exceed the Aggregate Acquisition Loan Commitment. Subject to the terms and conditions set...

Acquisition Loans. Subject to the provisions of subsection (d) below, (i) each Acquisition Loan which is a Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus one and three quarters of one percent (13/4%); (ii) each Acquisition Loan which is a Cost of Funds Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Cost of Funds Rate for such Interest Period plus one and three quarters of one percent (13/4%); and (iii) each Acquisition Loan which is a Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate.

Acquisition Loans. Without in any way limiting the discretion of the Required Lenders to approve or withhold approval (if required hereunder) of any Acquisition or to impose additional conditions upon their consent (if required hereunder) to such Acquisitions, the obligations of the Lenders to make any Loans to finance any Permitted Acquisition (collectively, "Acquisition Loans") are subject to the following conditions:

Acquisition Loans. Subject to the terms and conditions (including without limitation SECTION 4.4) of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Acquisition Loans to the Borrower from time to time from the Closing Date to, but not including, the Termination Date as requested by the Borrower in accordance with the terms of SECTION 4.1(a); PROVIDED, that (a) the aggregate principal amount of all outstanding Acquisition Loans (after giving effect to any amount requested) shall not exceed the Acquisition Commitment and (b) the principal amount of outstanding Acquisition Loans from any Lender to the Borrower shall not at any time exceed such Lender's Acquisition Commitment. Each Acquisition Loan by a Lender shall be in a principal amount equal to such Lender's Acquisition Commitment Percentage of the aggregate principal amount of Acquisition Loans requested or required on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Acquisition Loans hereunder until the Termination Date.

Acquisition Loans. (a) Subject to the terms and conditions set forth herein, each Lender that has a commitment to make an Acquisition Loan severally agrees to make Acquisition Loans in Dollars in the amount of such Lender’s Applicable Acquisition Loan Percentage to Holdings from time to time during the Acquisition Loan Availability Period in an aggregate principal amount at any one time outstanding up to the Acquisition Loan Commitment. The Acquisition Loans may from time to time be LIBOR Loans or Base Rate Loans, as determined by Holdings in accordance with Sections 2.13. During the Acquisition Loan Availability Period, Holdings may use the Acquisition Loan Commitment by borrowing, prepaying the Acquisition Loans in whole or in part, and reborrowing. (b) Each Acquisition Loan shall be used solely for the purpose of funding up to 90% of the purchase price of a Permitted Acquisition. Each request for an Acquisition Loan (other than the initial Acquisition Loan to be made on the date hereof) must be accompanied by: (i) An Acquisition Certificate, evidencing that the proposed acquisition constitutes a Permitted Acquisition; and (ii) Evidence satisfactory to Administrative Agent, in its Permitted Discretion, that Holdings: (x) has cash available to pay the balance of the purchase price upon the consummation of the proposed Acquisition; and (y) will be paying at least 10% of the purchase price of the proposed Acquisition from Holdings’ own proceeds from sources other than from Loans.