Acquisition Facility. Upon the satisfaction of the conditions precedent set forth in SECTIONS 5.1 and 5.2, from and including the date of this Agreement and prior to the Term Loan Conversion Date, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make term loans to the Borrower from time to time in an aggregate amount not to exceed such Lender's Acquisition Facility Commitment (each individually, an "ACQUISITION FACILITY LOAN" and collectively, the "ACQUISITION FACILITY LOANS"). Each Advance under this SECTION 2.3 shall consist of Acquisition Facility Loans made by each Lender ratably in proportion to such Lender's respective Acquisition Loan Pro Rata Share of the Aggregate Acquisition Facility Commitment. Subject to the terms of this Agreement, the Borrower may borrow and repay Acquisition Facility Loans at any time prior to the Term Loan Conversion Date. No amount of any Acquisition Facility Loan shall be reborrowed once repaid. On March 18, 2001, the Borrower's option to borrow Acquisition Facility Loans shall terminate, the Aggregate Acquisition Facility Commitment shall be reduced to zero and the outstanding principal balance of the Acquisition Facility Loans shall be converted into amortizing term loans to be repaid in nineteen (19) consecutive quarterly installments of principal, payable on the last Business Day of each calendar quarter, commencing June 30, 2001 and continuing thereafter until December 31, 2005 and a final installment of principal, payable on the Acquisition Loan Termination Date, and the Acquisition Facility Loans shall be permanently reduced by the amount of each installment on the date payment thereof is made hereunder. Except as otherwise set forth herein, the amounts to be repaid on each such quarterly payment date shall be an amount equal to the installment percentage set forth below opposite such installment date of the outstanding principal balance of the Acquisition Facility Loans on the date they converted to amortizing term loans. DATE OF INSTALLMENT PERCENTAGE PAYABLE ------------------- ------------------ June 30, 2001 3.3333% September 30, 2001 3.33333% December 31, 2001 3.33333% March 31, 2002 3.33333% June 30, 2002 3.33333% -38- September 30, 2002 3.33333% December 31, 2002 3.33333% March 31, 2003 3.33333% June 30, 2003 5.0% September 30, 2003 5.0% December 31, 2003 5.0% March 31, 2004 5.0% June 30, 2004 5.0% September 30, 2004 5.0% December 31, 2004 5.0% March 31, 2005 5.0% June 30,...
Acquisition Facility. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, an "Acquisition Loan") to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Acquisition Commitment; provided, however, that after giving effect to any Borrowing of an Acquisition Loan, (i) the Total Acquisition Outstandings shall not exceed the Total Acquisition Commitment as in effect on such date, and (ii) the aggregate Outstanding Amount of the Acquisition Loans of any Lender shall not exceed such Lender's Acquisition Commitment. Within the limits of each Lender's Acquisition Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2(b), prepay under Section 2.4, and reborrow under this Section 2(b). Acquisition Loans may be Base Rate Loans, Cost of Funds Rate Loans or Eurodollar Rate Loans, as further provided herein. Acquisition Loans shall only be requested by the Borrowers, and the proceeds thereof shall only be used by the Borrowers, to fund all or any portion of a Permitted Acquisition.
Acquisition Facility. No Interim Advances shall be made unless and until the Acquisition Facility has been drawn down in full.
Acquisition Facility. The Bank shall make available to the Borrower, commencing on the Closing Date, an Acquisition Facility in the maximum principal amount of $10,000,000 (the "Acquisition Loan Commitment"), upon the terms and conditions set forth herein.
Acquisition Facility. (a) Subject to the terms and conditions hereof, each Lender having an Acquisition Loan Commitment agrees to make available from time to time until the Acquisition Loan Commitment Termination Date its Pro Rata Share of advances (each, an "Acquisition Advance" and collectively, the "Acquisition Advances"). The Pro Rata Share of the Acquisition Loan of any Lender shall not at any time exceed its separate Acquisition Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. The aggregate amount of Acquisition Advances outstanding at any one time shall not exceed the lesser of (x) the Acquisition Loan Maximum Amount and (y) the Acquisition Loan Availability. Each Acquisition Advance shall be made on notice by Borrower Representative on behalf of each Borrower to the representative of Agent identified on Schedule 1.1 at the address specified thereon. Those notices must be given no later than noon (New York time) on the date which is three (3) Business Days prior to the proposed Acquisition Advance. Each such notice (a "Notice of Acquisition Advance") must be given in writing (by facsimile transmission or overnight courier) substantially in the form of Exhibit 1.2(a), and shall include the information required in such Exhibit and such other information as may be required by Agent.
Acquisition Facility. Subject to the terms of this Agreement, -------------------- DFS agrees, for so long as no Default exists, to provide Borrower with acquisition financing for the purposes described herein (each advance being an "Acquisition Loan"), up to an aggregate unpaid principal amount not to exceed at ---------------- any time Ten Million Dollars ($10,000,000), on and subject to the following terms and conditions (the "Acquisition Facility"), subject in all events to the -------------------- terms of Section 3.1(b) hereof; provided, however, that in no event shall the --------------- -------- ------- maximum principal amount outstanding under the Acquisition Facility and the Working Capital Loans exceed in the aggregate, at any time, Sixty Million Dollars ($60,000,000):
Acquisition Facility. Upon the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2, from and including the date of this Agreement and prior to December 31, 1999, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans, in Dollars only, to the applicable Borrower from time to time in an amount not to exceed such Lender's Acquisition Facility Commitment (each individually, an "'ACQUISITION FACILITY LOAN" and collectively, the "ACQUISITION FACILITY LOANS"). Each Advance under this Section 2.2A shall consist of Acquisition Facility Loans made by each Lender ratably in proportion to such Lender's respective Tranche A Pro
Acquisition Facility. (a) From time to time from the date of this Agreement up to and including June 30, 1997 (the "Advance Period"), USML and Delaware Managed Care (each, an "Acquisition Facility Borrower" and collectively, the "Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since the date of this Agreement (the "Acquisition Facility"). The aggregate total amount of all Advances made under the Acquisition Facility may not exceed the principal sum of $3,000,000.
Acquisition Facility. 10 5. INTEREST, FEES AND CHARGES..........................................10 (a) Rate of Interest..................................................10 (b) Default Rate of Interest..........................................10 (c) Computation of Interest and Fees..................................10 (d) Maximum Interest..................................................10 (e) Facility Fee......................................................10 (f) Unused Facility Fee...............................................10 (g) Collateral Maintenance Fee........................................10 6. LOAN ADMINISTRATION.................................................11 (a) Loan Requests.....................................................11 (b) Disbursement......................................................11 7. GRANT OF SECURITY INTEREST TO LASALLE...............................11 8. PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREI1N............................................................12 9.
