Acquisition Term Loans. Each Lender having an Acquisition Term Loan Commitment severally agrees, subject to the provisions set forth in subsection 7.7(vi), to lend to Company from time to time during the period from and after the earlier to occur of (i) Company's delivery of an Officers' Certificate to Administrative Agent certifying that Company has utilized or will utilize, together with the proceeds of any requested borrowing of Acquisition Term Loans, all of the Retained IPO Proceeds for Permitted Acquisitions or (ii) Company's delivery of an Officers' Certificate pursuant to subsection 6.1(xix) on the nine-month anniversary of the First Amendment Effective Date and the occurrence of the related prepayment of Loans and/or permanent reduction of Revolving Loan Commitments and/or Acquisition Term Loan Commitments required pursuant to subsection 2.4B(iii)(b), to but excluding the Acquisition Term Loan Commitment Termination Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Term Loan Commitments to be used for the purposes identified in subsection 2.5A. The amount of each Lender's Acquisition Term Loan Commitment as of the First Amendment Effective Date is set forth opposite its name on Schedule 2.1 annexed hereto (as amended on the First Amendment Effective Date) and the aggregate amount of the Acquisition Term Loan Commitments as of the First Amendment Effective Date is $50,000,000; provided that the Acquisition Term Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Acquisition Term Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Acquisition Term Loan Commitment of any Lender shall be reduced from time to time by the amount of any Acquisition Term Loan made by such Lender and shall be further reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Lender's Acquisition Term Loan Commitment shall expire on the Acquisition Term Loan Commitment Termination Date and all outstanding Acquisition Term Loans on such date shall be repaid in accordance with subsection 2.4A. Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed."
Acquisition Term Loans. Subject to the terms and conditions set forth herein, each Acquisition Term Lender severally agrees to make a single loan to the Borrower on the Funding Date in an amount not to exceed such Acquisition Term Lender’s Applicable Percentage of the Acquisition Term Commitments. The Acquisition Term Borrowing shall consist of Acquisition Term Loans made simultaneously by the Acquisition Term Lenders in accordance with their respective Applicable Percentages of the Acquisition Term Commitments. Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not be reborrowed. Acquisition Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.
Acquisition Term Loans. All of the proceeds of the Acquisition Term Loans shall be applied to make the applicable Permitted Acquisition and the Agent shall have received a Non-Distribution Term Loan Borrowing Base Certificate and an appraisal (in form and substance satisfactory to the Agent and conducted by an appraiser satisfactory to the Agent) of any Eligible Equipment to be acquired in connection with the Permitted Acquisition and which is to be included in the Non- Distribution Term Loan Borrowing Base.
Acquisition Term Loans. Sepco represents and warrants to Lender and agrees with Lender that (i) the Acquisition Term Loans have been paid off in full, and (ii) there is no continuing commitment on the part of Lender to make any further Acquisition Term Loans pursuant to the Sepco Loan Agreement.
Acquisition Term Loans. Subsection 2.1A(i) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:
Acquisition Term Loans. At any time within ninety (90) days of ---------------------- the Borrowers' request for an Acquisition Advance, the Borrowers may elect to convert such Acquisition Advance into an Acquisition Term Loan. The repayment terms of each Acquisition Term Loan shall be negotiated at the time the Borrowers request the Acquisition Advance; provided, however, that: (i) the repayment terms of each Acquisition Term Loan shall be calculated on the basis of a five (5) year amortization term, (ii) all principal and accrued and unpaid interest on each Acquisition Term Loan shall be due and payable on or before October 31, 2004, and (iii) the aggregate amount of principal outstanding at any time under the Acquisition Term Loans shall not exceed $5,000,000. If the Borrowers elect to convert an Acquisition Advance into an Acquisition Term Loan, the Borrowers agree to execute and deliver a promissory note, payable to the order of the Bank containing such terms of repayment to which the parties shall have mutually agreed.
Acquisition Term Loans. Subject to the terms and conditions ---------------------- hereof, each Acquisition Lender severally agrees to make term loans (each, an "Acquisition Loan") to the Borrower from time to time during the Commitment ----------------- Period in an aggregate principal amount not to exceed the amount of the Acquisition Loan Commitment of such Acquisition Lender then in effect. The Acquisition Loans may from time to time be (a) Eurodollar Loans, (b) ABR Loans or (c) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 3.2 and 4.6.
Acquisition Term Loans. Subject to all of the terms and conditions of this Agreement, for so long as no Default or Event of Default exists and Borrower has satisfied the Acquisition Term Loans Conditions, Lender may from time to time during the period beginning the date of execution of the Sixth Amendment and continuing until January 1, 2000, make Loans (referred to in this Agreement as the 'Acquisition Term Loans') to Borrower to finance Borrower's acquisition of assets of a company engaged in the business of supplying or distributing maintenance, repair, and/or operating products, equipment and services to industrial customers (each such company being referred to in this Agreement as a 'Target Company'), provided that the aggregate principal amount of the Acquisition Term Loans advanced by Lender to Borrower under this Agreement shall not exceed $15,000,000, Lender's commitment to make up to $15,000,000 in Acquisition Term Loans being a multiple advance term loan facility and not a revolving credit facility. Each Acquisition Term Loan shall be subject to approval in Lender's sole discretion, and shall be in such amount as may be mutually agreed upon by Borrower and Lender, but in no event shall the Acquisition Term Loan exceed 100% of the purchase price of such assets of the Target Company; provided, however, such purchase price shall not exceed (i) six times (ii) the Target Company EBITDA for such Target Company for the twelve calendar month period of such Target Company ending on the calculation date of the most recent acceptable financial statements of such Target Company provided to Lender. The Acquisition Term Loans shall be secured by the Collateral and shall be repaid as set forth in the Acquisition Term Loans Note."
Acquisition Term Loans. 18 SECTION 5. Letters of Credit . . . . . . . . . . . . . . . . . . . . . 19 SECTION 6. Collateral . . . . . . . . . . . . . . . . . . . . . . . . 22 SECTION 7. Representations, Warranties and Covenants . . . . . . . . . 24 SECTION 8. Interest, Fees and Expenses . . . . . . . . . . . . . . . . 30 SECTION 9. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . 33 SECTION 10. Events of Default and Remedies . . . . . . . . . . . . . . 34 SECTION 11. Termination . . . . . . . . . . . . . . . . . . . . . . . 36 SECTION 12. Agreement between the Lenders . . . . . . . . . . . . . . 37 SECTION 13. Agency . . . . . . . . . . . . . . . . . . . . . . . . . . 40 SECTION 14. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 44 EXHIBIT EXHIBIT A - Form of Promissory Note EXHIBIT B - Assignment and Transfer Agreement THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (hereinafter "CITBC"), with offices located at 1211 Avenue of the Americas, New York, NY 10036, the other lenxxxx xxxx xxx, xx xx xxxxxxxxxx xx xxx xxxx xxxeof, purchase from CITBC or from another Lender a portion of CITBC's or such other Lender's rights and obligations under this Financing Agreement (CITBC and such other lenders each sometimes referred to individually as a "Lender" and sometimes collectively as the "Lenders") and CITBC as agent for the Lenders (herein the ' Agent"), are pleased to confirm the terms and conditions under which CITBC shall make term loans and revolving loans, advances and other financial accommodations to ROCK OF AGES CORPORATION (herein "ROA"), a Delaware corporation with a principal place of business at 772 Granitville Road, Barre, Vermont 05654; ROYALTY GRANITE COXXXXXXXXX (xxxxxx "Xxxxxxx"), x Xxxxxxx xxrporation with a principal place of business at SR 294, Berkley Quarry Road, Carlton, Georgia 30627; CAROLINA QUAXXXXX, XXX. (xxxxxx "Xxxxxxxx"), x Xxxxxxx xxxxxration with a principal place of business at 805 Harris Granite Road, Salisbury, North Carolina 28146; PENNXXXXXXXX XXXXXXX XXXX. (herein "Pennsylvania"), a Pennsylvania corporation with a principal place of business at 410 Tryhall Road, Elverson, Pennsylvania 19520; CHILDS & CHILDS XXXXXXX XXXXXXX, XXX. ("Xxxxxx"), x Xxxxxxx corporation with a principal place of business at 1130 Hartwell Highway, Elberton, Georgia 30635; SOUTHERN MAUSOXXXXX, XXX. ("Mausoleums"), a Georgia corporation with a principal place of business at 1167 Bowman Highway, Elberton, Georgia 30635; ROCK OF AGES MEMXXXXXX XXX...
Acquisition Term Loans. 1. Within the Acquisition Term Loan Line of Credit and upon receipt of a Promissory Note, in the form of Exhibit A attached hereto, from the Companies, in the amount of the Acquisition Term Loan, the Lenders, acting through the Agent, will extend to ROA an Acquisition Term Loan, provided a) there is then no outstanding Default under this Financing Agreement and b) all of the conditions listed below are fulfilled to the sole but reasonable satisfaction of the Agent and the Lenders. The conditions are as follows:
