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Contract analysis / credit-agreement-kbw-third-draft.docx
credit-agreement-kbw-third-draft.docx
1020-00001 · 13 clauses
High · 2 Medium · 3 Standard · 3
ARTICLE I — DEFINITIONS AND INTERPRETATION
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms Medium
⚑ Forum / governing law
Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Accounts Receivable" means all accounts, as such term is defined in Article 9 of the Uniform Commercial Code as in effect from time to time in the State of Iowa, now existing or hereafter arising, owing to the Borrower or any Subsidiary Guarantor, arising from the sale of goods or the rendition of ser
Section 1.02 — Other Interpretive Provisions
Section 1.02 — Other Interpretive Provisions Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement and the other Loan Documents: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words
Section 1.03 — Accounting Terms
Section 1.03 — Accounting Terms (a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower pursuant to this Agreement shall be prepared in accordance with GAAP as in effect at the time of such preparation, applied on a basis con
Section 1.04 — Rounding; Currency Standard
⚑ Commercial term
Section 1.04 — Rounding; Currency (a) Any financial ratios required to be maintained or tested pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). (b
Section 1.05 — Times of Day
Section 1.05 — Times of Day Unless otherwise specified, all references to times of day in this Agreement shall refer to Central Time (Chicago, Illinois).
Section 1.06 — SOFR Provisions Medium
⚑ Notice / time limit to track
Section 1.06 — SOFR Provisions (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event occurs, the Administrative Agent and the Borrower may amend this Agreement to replace SOFR with a Benchmark Replacement. Any such amendment shall become effective at 5:00 p.m. (Central Time) on the fifth (5th) Business Day after the Administrative Age
ARTICLE II — THE CREDIT FACILITY
ARTICLE II — THE CREDIT FACILITY
Section 2.01 — Revolving Commitments Medium
⚑ Liability cap to check against exposure
Section 2.01 — Revolving Commitments (a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans to the Borrower, on a revolving basis, from time to time on and after the Closing Date until the Maturity Date, in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment; provided that, after giving effect to any Rev
Section 2.02 — Borrowing Procedures Standard
⚑ Commercial term
Section 2.02 — Borrowing Procedures (a) The Borrower shall deliver to the Administrative Agent a Borrowing Request, duly completed and executed by an Authorized Officer of the Borrower, specifying (i) the aggregate principal amount of the requested Revolving Loans, (ii) the date on which such Revolving Loans are to be made (which shall be a Business Day), (iii) whether such Revolving Loans will be SOFR Loans or Base
Section 2.03 — Repayment; Mandatory Prepayments High
⚑ Penalty / liquidated damages
Section 2.03 — Repayment; Mandatory Prepayments (a) Repayment at Maturity. The Borrower shall repay all outstanding Revolving Loans in full on the Maturity Date, together with all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents. (b) Mandatory Prepayments — Borrowing Base Excess. If at any time the aggregate outstanding principal amount of all Revolving Loans, together with the
Section 2.04 — Letters of Credit High
⚑ Non-compete / exclusivity restraint
Section 2.04 — Letters of Credit (a) General. Subject to the terms and conditions set forth herein, the Issuing Bank agrees to issue, amend, renew, or extend Letters of Credit for the account of the Borrower from time to time on and after the Closing Date until the Maturity Date; provided that (i) the aggregate Letter of Credit Obligations at any time outstanding shall not exceed $10,000,000 (the "LC Sublimit"), (ii)
Section 2.05 — Interest Standard
⚑ Commercial term
Section 2.05 — Interest (a) SOFR Loans. Each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to SOFR for such Interest Period (subject to the SOFR Floor of 0.50% per annum) plus the Applicable Margin. (b) Base Rate Loans. Each Base Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base