Bridge Revolving Credit Facility Agreement过桥融资贷款协议docx.docx

1、Bridge Revolving Credit Facility Agreement过桥融资贷款协议docxBridge Revolving Credit Facility Agreement过桥融资贷款协议AAA AND BBB CORPORATIONas BorrowerCCC, N.A.as Administrative AgentandDDD LLCas Lead Arrangerand Sole Book Manager_(M,D,Y)Prepared byEEE LLPAddress: _Telephone: _EXECUTION_(YEAR) BRIDGE LOAN AGREEM

2、ENTDated as of _(M,D,Y)amongAAA AND BBB CORPORATIONas BorrowerTHE BANKS PARTY HERETOCCC, N.A., as Administrative AgentandDDD LLC, asLead Arranger and Sole Book ManagerTABLE OF CONTENTSArticle 1 DEFINITIONS AND ACCOUNTING TERMS1.1 Defined Terms1.2 Other Definitional ProvisionsArticle 2 LOANS2.1 Loans

3、-General2.2 Alternate Base Rate Loans2.3 JJJ Loans2.4 Intentionally Omitted2.5 Intentionally Omitted2.6 Voluntary Reduction of Commitment2.7 Administrative Agents Right to Assume Funds AvailableArticle 3 PAYMENTS AND FEES3.1 Principal and Interest3.2 Upfront Fee3.3 Commitment Fees3.4 Utilization Fee

4、3.5 Underwriting Fee3.6 Other Payment ProvisionsArticle 4 REPRESENTATIONS AND WARRANTIESArticle 5 AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTINGREQUIREMENTS)Article 6 NEGATIVE COVENANTSArticle 7 INFORMATION AND REPORTING REQUIREMENTSArticle 8 CONDITIONS8.1 Initial Advances, Etc8.2 Any A

5、dvanceArticle 9 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT9.1 Events of Default9.2 Remedies Upon Event of DefaultArticle 10 THE ADMINISTRATIVE AGENTArticle 11 MISCELLANEOUSArticle 12 ADDITIONAL MODIFICATIONS .12.1 Amendments to Primary Loan Agreement .12.2 Incorporation by Reference .12.3

6、Exhibits and Schedules .12.4 Relationship to Primary Loan Agreement .ExhibitsA - Commitment Assignment and AcceptanceB - NoteC-1 - Opinion of Counsel - Munger, Tolles & Olson LLPC-2 - Opinion of Counsel - Barton P. PachinoD - Subsidiary GuarantySchedules1.1 Bank Commitments4.4 Significant Subsidiari

7、es4.7 Existing Liens and Rights of Others4.9 Existing Indebtedness and Contingent Obligations6.4 Investments_(YEAR) BRIDGE LOAN AGREEMENTDated as of _(M,D,Y)This _(YEAR) BRIDGE LOAN AGREEMENT (Agreement) is entered into by and among AAA and BBB Corporation, a _(STATE) corporation (Borrower), each ba

8、nk whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (collectively, the Banks and individually, a Bank), and CCC, N.A. (CCC), formerly known as CCC National Trust and Savings Association, as

9、Administrative Agent, and DDD LLC, as Lead Arranger and Sole Book Manager.RECITALSA. Borrower, the banks whose names are set forth on the signature pages thereof (collectively, the Primary Loan Agreement Bank Group), CCC, as Administrative Agent and Co-Syndication Agent, EEE, N.A., as Syndication Ag

10、ent, Credit Lyonnais, as Documentation Agent, and Guaranty Federal Bank F.S.B., Societe Generale and FFF, N.A., as Co-Agents, are parties to that certain _(YEAR) Revolving Loan Agreement dated as of _(M,D,Y) (as amended through the date hereof, the Primary Loan Agreement), pursuant to which the Prim

11、ary Loan Agreement Bank Group provided the Borrower with certain revolving loan and letter of credit facilities.B. The Borrower has requested that one or more banks provide the Borrower with an additional, supplemental $,_ bridge revolving credit facility and the Banks and the Administrative Agent a

12、re willing to provide the Borrower with, and administer, such additional facility on the terms and conditions hereinafter set forth.In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Article 1.DEFINITIONS AND ACCOUNTING TERMS1.1

13、 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:Acquisition means any transaction, or any series of related transactions, consummated after the Closing Date, by which Borrower and/or any of its Subsidiaries directly or indirectly (a) acquires an

14、y ongoing business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise, (b) acquires control of securities of a corporation representing 50% or more of the ordinary voting power for the election of directors

15、or (c) acquires control of a 50% or more ownership interest in any partnership, joint venture or other business entity.Administrative Agents Office means CCC, N.A., Address: _, or such other office as the Administrative Agent may designate in writing to Borrower and the Banks.Advance means any advan

16、ce made or to be made by any Bank to Borrower as provided in Article 2.Agreement means this _(YEAR) Bridge Loan Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, restated or extended.Alternate Base Rate Advance means an Advance made by a Bank

17、 to fund its Pro Rata Share of an Alternate Base Rate Loan.Alternate Base Rate Loan means a Loan made hereunder and designated or redesignated as an Alternate Base Rate Loan in accordance with Article 2, or converted to an Alternate Base Rate Loan in accordance with Article 3.Applicable Alternate Ba

18、se Rate Spread means, as of any date of determination, the interest rate spread set forth below opposite the Applicable Pricing Level as of such date:Applicable Alternate Base RatePricing Level SpreadI 0.00%II 0.00%III 0.00%IV 0.00%V 0.25%Applicable Commitment Fee Rate means, as of any date of deter

19、mination, the commitment fee rate set forth below opposite the Applicable Pricing Level as of such date:ApplicableApplicable CommitmentPricing Level Fee RateI 0.15%II 0.20%III 0.20%IV 0.25%V 0.35%Applicable JJJ Spread means, as of any date of determination, the interest rate spread set forth below o

20、pposite the Applicable Pricing Level as of such date:Applicable ApplicablePricing Level JJJ SpreadI 0.90%II 0.975%III 1.05%IV 1.25%V 1.60%Applicable Minimum Hold Requirement means, in the case of any Bank, the amount of the Pro Rata Share of the Commitment held by that Bank as reduced by (a) the amo

21、unt of any assignment of a portion thereof made by that Bank to an Eligible Assignee that is not an Affiliate of that Bank and (b) the amount of any participation therein granted by that Bank to a participant that is not an Affiliate of that Bank, which net amount, after giving effect to clauses (a)

22、 and (b), shall not be less than $,_.Bank means each bank whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 of the Primary Loan Agreement (as incorporated herein).CCC means CCC, N.A., formerl

23、y known as CCC National Trust and Savings Association.Cash Equivalents means, with respect to any Person, that Persons Investments in:(a) Government Securities due within one year of the making of the Investment;(b) certificates of deposit issued by, deposits in, bankers acceptances of, and repurcha

24、se agreements covering Government Securities executed by, (i) any Bank or (ii) any bank and/or savings and loan association doing business in and incorporated under the Laws of the United States of America or any state thereof and having on the date of such Investment combined capital, surplus and u

25、ndivided profits of at least $,_ and which carries on the date of such Investment a credit rating of P-1 or higher by GGG Service, Inc. (or a successor rating agency) or A-1 or higher by HHH Group (a division of III, Inc.) (or a successor rating agency), in each case due within one year after the da

26、te of the making of the Investment; and(c) readily marketable commercial paper of (i) any Bank that is a Bank as of the Closing Date or (ii) corporations doing business in and incorporated under the Laws of the United States of America or any state thereof given on the date of such Investment a cred

27、it rating of P-1 or higher by GGG Service, Inc. (or a successor rating agency), of A-1 or higher by HHH Group (a division of III, Inc.) (or a successor rating agency), or F-1 or higher by Fitch Investor Services, Inc. (or a successor rating agency), in each case due within one year of the making of

28、the Investment.Closing Date means the time and Banking Day on which the conditions set forth in Section 8.1 are satisfied or waived pursuant to Section 11.2 of the Primary Loan Agreement (as incorporated herein).Commitment means, subject to Section 2.6, $,_. The respective Pro Rata Shares of the Ban

29、ks with respect to the Commitment are set forth in Schedule 1.1.Commitment Assignment and Acceptance means a commitment assignment and acceptance substantially in the form of Exhibit A.Default means any event that, with the giving of any applicable notice or passage of time specified in Section 9.1,

30、 or both, would be an Event of Default.Domestic Unimproved Land means, as of any date of determination, real Property located in the United States of America (a) owned by Borrower or any of its Subsidiaries if on that date there has been expended by Borrower and its Subsidiaries less than 50% of the

31、 physical construction costs reasonably estimated by Borrower (in accordance with its past practices as of the Closing Date) to bring such real Property tofinished lot status and (b) owned by other Persons but which, if owned by Borrower or any of its Subsidiaries on that date, would have satisfied the requirement set forth in clause (a), if on that date Borrower or any of its Domestic Subsidiaries holds an option to purchase such real Property for which it has paid an amount equal to 20% or more of the purchase price provided for in such option to