Mandatory Payments and Prepayments. (a) The principal amount of the Loans shall be paid as follows: (i) The principal amount of the Term A Loan shall be paid in installments on the dates and in the respective amounts set forth below: July 1, 2008 $ 350,000 October 1, 2008 $ 350,000 January 1, 2009 $ 350,000 April 1, 2009 $ 350,000 July 1, 2009 $ 525,000 October 1, 2009 $ 525,000 January 1, 2010 $ 525,000 April 1, 2010 $ 525,000 July 1, 2010 $ 700,000 October 1, 2010 $ 700,000 January 1, 2011 $ 700,000 April 1, 2011 $ 700,000 July 1, 2011 $ 1,925,000 October 1, 2011 $ 1,925,000 January 1, 2012 $ 1,925,000 (ii) The remaining unpaid principal amount of the Loans and all other Obligations shall be due and payable in full, if not earlier in accordance with this Agreement, on the Maturity Date. (b) If a Change of Control occurs, all Obligations immediately shall be due and payable in full without the necessity of any notice or demand. (c) If any Credit Party or any Subsidiary of any Credit Party, whether in a single transaction or a series of transactions: (i) sells or transfers any Property in any transaction permitted under Section 7.7 (other than under Section 7.7(a) or Section 7.7(c)); (ii) sells or issues any Capital Stock (excluding any sale or issuance of Permitted Securities to the extent that no Default or Event of Default exists or would result therefrom); (iii) receives any condemnation award or insurance proceeds of any kind; (iv) incurs any Indebtedness other than Permitted Indebtedness; (v) sells or transfers any Property in any transaction not permitted under this Agreement; or (vi) receives the proceeds of any purchase price adjustment or indemnification payment with respect to any Acquisition; then such Credit Party or such Subsidiary, as the case may be, shall prepay the Loans in an amount equal to 100% of the Net Proceeds thereof, provided, however, if such Credit Party or Subsidiary reasonably expects the Net Proceeds of any such sale or transfer in respect of the foregoing clause (i) or any property damage insurance award under the foregoing clause (iii), or a portion thereof, to be reinvested in productive assets of a kind then used or usable in the Business and not otherwise prohibited by the Loan Documents, it shall deliver to Agent a certificate setting forth the amount of such Net Proceeds that Borrowers reasonably expect to be reinvested (the “Reinvestment Amount”) and shall deliver to Agent the Reinvestment Amount to be, at Agent’s election, (x) applied to the Revolving Loans (without resulting in a permanent reduction in the Revolving Loan Commitment) or (y) held by Agent in a Cash Collateral Account pending such reinvestment; provided further, that so long as no Default or Event of Default exists, Agent shall hold such Net Proceeds in a Cash Collateral Account for such period of time that the application of such Net Proceeds to the outstanding Revolving Loans would not result in the prepayment of a LIBOR Loan prior to the expiration of the Interest Period with respect thereto resulting in the incurrence by Borrowers of prepayment fees and expenses under Section 2.7(f) hereof. If such reinvestment is not made within 270 days after the Reinvestment Amount is delivered to Agent, Borrowers thereupon shall prepay the Loans in an amount equal to 100% the portion of the Reinvestment Amount not used to make such reinvestment. (d) Concurrently with the delivery to Agent of the Credit Parties’ annual audited financial statements for each fiscal year in accordance with this Agreement (but in any event no later than five days after such audited financial statements are required to be delivered hereunder), commencing with the fiscal year ending December 31, 2007, Borrowers shall prepay the Loans in an amount equal to (i) twenty-five percent (25%) of the Excess Cash Flow for the period from the Closing Date to December 31, 2007 with respect to the fiscal year ending December 31, 2007 and fifty percent (50%) of the Excess Cash Flow for any other fiscal year minus (ii) an amount equal to the aggregate amount of all voluntary prepayments of the principal amount of the Term Loan(s) made by the Credit Parties during such fiscal year. If such financial statements have not been timely delivered, the Excess Cash Flow prepayment due hereunder shall equal Agent’s estimate thereof based on financial information then available to Agent. If, upon satisfactory delivery of the Excess Cash Flow calculation, the actual payment due exceeds the estimated payment received by Agent, then Borrowers shall pay to Agent an amount equal to the difference between the actual and estimated payments, but Agent shall in no event be obligated to refund any excess between the estimated and actual payment due. (e) Any balance of Advances under the Revolving Facility outstanding at any time in excess of the Revolving Loan Limit immediately shall be due and payable without the necessity of any notice or demand. All prepayments pursuant this Section 2.9(e) shall be applied to the outstanding principal amount of the Revolving Loans. (f) Subject to Section 9.2 hereof and 2.9(e), all prepayments pursuant to this Section 2.9 shall be applied in the following order of priority to the payment of: (i) all then unpaid fees and expenses of Agent under the Loan Documents; (ii) all then unpaid fees and expenses of Lenders under the Loan Documents, including the Prepayment Fee, if any, applicable to such prepayment; (iii) any and all other Obligations that are due and owing under the Loan Documents, except the principal balance of the Loans and accrued and unpaid interest thereon; (iv) accrued and unpaid interest on the principal balance of the Revolving Loans then due and owing; (v) accrued and unpaid interest on the Term Loans (in such order as Agent shall determine in its sole discretion); (vi) the principal balance of the Term Loans (applied to the tranches as Agent shall determine in its sole discretion, provided that Agent shall not apply to the principal balance of the Term B Loan more than the aggregate amount available for application under this clause (vi) multiplied by a fraction, the numerator of which is the then outstanding principal balance of the Term B Loan and the denominator of which is then outstanding principal balance of the Term Loans), which shall be applied pro rata to the remaining scheduled installments thereof until paid in full; and (vii) the principal amount of Revolving Loans (with a corresponding permanent reduction in the Facility Cap).
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Mandatory Payments and Prepayments. (a) The principal amount of the Loans shall be paid as follows:
(i) The principal amount of the Term A Loan shall be paid in installments on the dates and in the respective amounts set forth below: July 1, 2008 $ 350,000 October 1, 2008 $ 350,000 January 1, 2009 $ 350,000 April 1, 2009 $ 350,000 July 1, 2009 $ 525,000 October 1, 2009 $ 525,000 January 1, 2010 $ 525,000 April 1, 2010 $ 525,000 July 1, 2010 $ 700,000 October 1, 2010 $ 700,000 January 1, 2011 $ 700,000 April 1, 2011 $ 700,000 July 1, 2011 $ 1,925,000 October 1, 2011 $ 1,925,000 January 1, 2012 $ 1,925,000
(ii) The principal amount of the Term C Loan shall be paid in installments on the dates set forth below, each such installment to be in an amount equal to the percentage of the aggregate principal amount of the Term C Loan outstanding on December 31, 2009 set forth below opposite the applicable date such payment is due: April 1, 2010 3.75 % July 1, 2010 3.75 % October 1, 2010 3.75 % January 1, 2011 3.75 % April 1, 2011 3.75 % July 1, 2011 3.75 % October 1, 2011 3.75 % January 1, 2012 3.75 %
(iii) The remaining unpaid principal amount of the Loans and all other Obligations shall be due and payable in full, if not earlier in accordance with this Agreement, on the Maturity Date.
(b) If a Change of Control occurs, all Obligations immediately shall be due and payable in full without the necessity of any notice or demand.
(c) If any Credit Party or any Subsidiary of any Credit Party, whether in a single transaction or a series of transactions:
(i) sells or transfers any Property in any transaction permitted under Section 7.7 (other than under Section 7.7(a) or Section 7.7(c));
(ii) sells or issues any Capital Stock (excluding any sale or issuance of Permitted Securities to the extent that no Default or Event of Default exists or would result therefrom);
(iii) receives any condemnation award or insurance proceeds of any kind;
(iv) incurs any Indebtedness other than Permitted Indebtedness;
(v) sells or transfers any Property in any transaction not permitted under this Agreement; or
(vi) receives the proceeds of any purchase price adjustment or indemnification payment with respect to any Acquisition; then such Credit Party or such Subsidiary, as the case may be, shall prepay the Loans in an amount equal to 100% of the Net Proceeds thereof, provided, however, if such Credit Party or Subsidiary reasonably expects the Net Proceeds of any such sale or transfer in respect of the foregoing clause (i) or any property damage insurance award under the foregoing clause (iii), or a portion thereof, to be reinvested in productive assets of a kind then used or usable in the Business and not otherwise prohibited by the Loan Documents, it shall deliver to Agent a certificate setting forth the amount of such Net Proceeds that Borrowers reasonably expect to be reinvested (the “Reinvestment Amount”) and shall deliver to Agent the Reinvestment Amount to be, at Agent’s election, (x) applied to the Revolving Loans (without resulting in a permanent reduction in the Revolving Loan Commitment) or (y) held by Agent in a Cash Collateral Account pending such reinvestment; provided further, that so long as no Default or Event of Default exists, Agent shall hold such Net Proceeds in a Cash Collateral Account for such period of time that the application of such Net Proceeds to the outstanding Revolving Loans would not result in the prepayment of a LIBOR Loan prior to the expiration of the Interest Period with respect thereto resulting in the incurrence by Borrowers of prepayment fees and expenses under Section 2.7(f) hereof. If such reinvestment is not made within 270 days after the Reinvestment Amount is delivered to Agent, Borrowers thereupon shall prepay the Loans in an amount equal to 100% the portion of the Reinvestment Amount not used to make such reinvestment.
(d) Concurrently with the delivery to Agent of the Credit Parties’ annual audited financial statements for each fiscal year in accordance with this Agreement (but in any event no later than five days after such audited financial statements are required to be delivered hereunder), commencing with the fiscal year ending December 31, 20072008, Borrowers shall prepay the Loans in an amount equal to (i) twenty-five percent (25%) of the Excess Cash Flow for the period from the Closing Date to December 31, 2007 with respect to the fiscal year ending December 31, 2007 and fifty percent (50%) of the Excess Cash Flow for any other such fiscal year minus (ii) an amount equal to the aggregate amount of all voluntary prepayments of the principal amount of the Term Loan(s) made by the Credit Parties during such fiscal year. If such financial statements have not been timely delivered, the Excess Cash Flow prepayment due hereunder shall equal Agent’s estimate thereof based on financial information then available to Agent. If, upon satisfactory delivery of the Excess Cash Flow calculation, the actual payment due exceeds the estimated payment received by Agent, then Borrowers shall pay to Agent an amount equal to the difference between the actual and estimated payments, but Agent shall in no event be obligated to refund any excess between the estimated and actual payment due.
(e) Any balance of Advances under the Revolving Facility outstanding at any time in excess of the Revolving Loan Limit immediately shall be due and payable without the necessity of any notice or demand. All prepayments pursuant this Section 2.9(e) shall be applied to the outstanding principal amount of the Revolving Loans.
(f) Subject to Section 9.2 hereof and 2.9(e), all prepayments pursuant to this Section 2.9 shall be applied in the following order of priority to the payment of: (i) all then unpaid fees and expenses of Agent under the Loan Documents; (ii) all then unpaid fees and expenses of Lenders under the Loan Documents, including the Prepayment Fee, if any, applicable to such prepayment; (iii) any and all other Obligations that are due and owing under the Loan Documents, except the principal balance of the Loans and accrued and unpaid interest thereon; (iv) accrued and unpaid interest on the principal balance of the Revolving Loans then due and owing; (v) accrued and unpaid interest on the Term Loans (in such order as Agent shall determine in its sole discretion); (vi) the principal balance of the Term Loans (applied to the tranches as Agent shall determine in its sole discretion, provided that Agent shall not apply to the principal balance of the Term B Loan more than the aggregate amount available for application under this clause (vi) multiplied by a fraction, the numerator of which is the then outstanding principal balance of the Term B Loan and the denominator of which is then outstanding principal balance of the Term Loans), which shall be applied pro rata to the remaining scheduled installments thereof until paid in full; and (vii) the principal amount of Revolving Loans (with a corresponding permanent reduction in the Facility Cap).or
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Mandatory Payments and Prepayments. (a) The principal amount of the Loans shall be paid as follows:
(i) The principal amount of the Term A Loan shall be paid in installments on the dates and in the respective amounts set forth below: January 1, 2006 $ 250,000 April 1, 2006 $ 250,000 July 1, 2006 $ 250,000 October 1, 2006 $ 250,000 January 1, 2007 $ 500,000 April 1, 2007 $ 500,000 July 1, 2007 $ 500,000 October 1, 2007 $ 500,000 January 1, 2008 $ 625,000 April 1, 2008 $ 625,000 July 1, 2008 $ 350,000 625,000 October 1, 2008 $ 350,000 625,000 January 1, 2009 $ 350,000 500,000 April 1, 2009 $ 350,000 500,000 July 1, 2009 $ 525,000 500,000 October 1, 2009 $ 525,000 500,000 January 1, 2010 $ 525,000 250,000 April 1, 2010 $ 525,000 250,000 July 1, 2010 $ 700,000 250,000 October 1, 2010 $ 700,000 January 1, 2011 $ 700,000 April 1, 2011 $ 700,000 July 1, 2011 $ 1,925,000 October 1, 2011 $ 1,925,000 January 1, 2012 $ 1,925,000250,000
(iib) The then remaining unpaid principal amount of the Loans Loan and all other Obligations under or in respect of the Loan shall be due and payable in full, if not earlier in accordance with this Agreement, on the Maturity Date.
(bc) If a Change of Control occursoccurs that has not been consented to in writing by Agent prior to consummation thereof, all Obligations immediately shall be due and payable in full without the necessity of any notice or demand.
(c) If any Credit Party or any Subsidiary of any Credit PartyParty (other than the Revolving Borrower and its Subsidiaries), whether in a single transaction or a series of transactions:
(i) sells or transfers any Property in any transaction permitted under Section 7.7 (other than under Section 7.7(a) or Section 7.7(c)any Qualified Asset Sale);
(ii) sells or issues any Capital Stock (excluding any sale sales or issuance issuances of Permitted Securities to the extent that no Default or Event of Default exists has occurred and is continuing or would be caused thereby or result therefrom, but specifically including any sale or issuance of Capital Stock pursuant to a Public Offering);
(iii) receives any condemnation property damage insurance award or any other insurance proceeds of any kind;, including, without limitation, proceeds from any life insurance (including the Life Insurance Policy) or business interruption insurance in excess of $100,000; or
(iv) incurs any Indebtedness other than Permitted Indebtedness;
(v) sells or transfers any Property in any transaction not permitted under this Agreement; or
(vi) receives the proceeds of any purchase price adjustment or indemnification payment with respect to any Acquisition; . then such Credit Party or such Subsidiary, as the case may be, Borrower shall prepay the Loans Loan and the other Obligations in an amount equal to one hundred percent (100% %) of the Net Proceeds thereofreceived by the Credit Parties and their Subsidiaries in connection therewith (or such lesser amount as is required to irrevocably pay in cash in full the Obligations)), which prepayment shall be applied thereto in accordance with Section 2.5(e); provided, howeverthat, the foregoing notwithstanding, if such Credit Party or Subsidiary Borrower reasonably expects the Net Proceeds of any such sale or transfer in respect of the foregoing clause (i) or any such property damage insurance award under the foregoing clause (iii), or a portion thereof, to be reinvested in productive assets of a kind then used or usable in the Business and not otherwise prohibited by the Loan DocumentsBusiness, it and, within one hundred eighty (180) days after such occurrence, enters into a binding commitment to make such reinvestment (which reinvestment shall be made within two hundred seventy (270) days after such occurrence), then Borrower shall deliver an amount equal to such Net Proceeds, or applicable portion thereof, to Agent a certificate setting forth the amount of such Net Proceeds that Borrowers reasonably expect to be reinvested (the “Reinvestment Amount”) and shall deliver to Agent the Reinvestment Amount to be, at Agent’s election, (x) applied to the Revolving Loans (without resulting in a permanent reduction in the Revolving Loan Commitment) or (y) held by Agent in a Cash Collateral Account cash collateral account pending such reinvestment; provided further, that so long as no Default or Event of Default exists, Agent shall hold such Net Proceeds in a Cash Collateral Account for such period of time that the application of such Net Proceeds to the outstanding Revolving Loans would not result in the prepayment of a LIBOR Loan prior to the expiration of the Interest Period with respect thereto resulting in the incurrence by Borrowers of prepayment fees and expenses under Section 2.7(f) hereof. If such reinvestment is not made within 270 days after the Reinvestment Amount is delivered to Agent, Borrowers thereupon shall prepay the Loans in an amount equal to 100% the portion of the Reinvestment Amount not used to make such reinvestment.
(d) Concurrently with On the day of the delivery to Agent of the Credit Parties’ Borrower’s annual audited financial statements for each fiscal year in accordance with the terms of this Agreement (Agreement, but in any event no later than five days the ninetieth (90th) day after such audited financial statements are required to be delivered hereunder), the end of each fiscal year of Borrower (commencing with the fiscal year of Borrower ending December 31, 20072006), Borrowers Borrower shall prepay the Loans in furnish to Agent a written calculation of Excess Cash Flow for such fiscal year and deliver to Agent, for distribution to Lenders, an amount equal to (i) twenty-five percent (25%) of the Excess Cash Flow for the period from the Closing Date to December 31, 2007 with respect to the fiscal year ending December 31, 2007 and fifty percent (50%) of the such Excess Cash Flow Flow, for any other fiscal year minus (ii) an amount equal application to the aggregate amount of all voluntary prepayments of Loan and the principal amount of the Term Loan(s) made by the Credit Parties during such fiscal year. If such financial statements have not been timely delivered, the Excess Cash Flow prepayment due hereunder shall equal Agent’s estimate thereof based on financial information then available to Agent. If, upon satisfactory delivery of the Excess Cash Flow calculation, the actual payment due exceeds the estimated payment received by Agent, then Borrowers shall pay to Agent an amount equal to the difference between the actual and estimated payments, but Agent shall other Obligations in no event be obligated to refund any excess between the estimated and actual payment dueaccordance with Section 2.5(e).
(e) Any balance of Advances under the Revolving Facility outstanding at any time in excess of the Revolving Loan Limit immediately shall be due and payable without the necessity of any notice or demand. All prepayments pursuant this Section 2.9(e) shall be applied to the outstanding principal amount of the Revolving Loans.
(f) Subject to Section 9.2 hereof and 2.9(eSections 2.5(c), all prepayments pursuant to this Section 2.9 and 2.5(d) shall be applied in the following order of priority to the payment ofpriority: (i) first, to all then unpaid fees and expenses of Agent under the Loan Documents; , (ii) second, to all then unpaid fees and expenses of Lenders under the Loan Documents, including the any Prepayment FeePremium, if any, applicable to such prepayment; (iii) third to any and all other Obligations that are due and owing under pursuant to the terms of the Loan Documents, except the principal balance of the Loans Loan and accrued and unpaid interest thereon; (iv) fourth to accrued and unpaid interest on the principal balance portion of the Revolving Loans then due and owing; (v) accrued and unpaid interest on the Term Loans (in such order as Agent shall determine in its sole discretion); (vi) the principal balance of the Term Loans Loan being prepaid or required to be prepaid; and (applied to the tranches as Agent shall determine in its sole discretion, provided that Agent shall not apply v) fifth to the principal balance of the Term B Loan more than the aggregate amount available for application under this clause (vi) multiplied by a fraction, the numerator of which is the then outstanding principal balance of the Term B Loan and the denominator of which is then outstanding principal balance of the Term Loans)Loan, which shall be applied pro rata to the remaining scheduled installments thereof until paid in full; and (vii) the principal amount inverse order of Revolving Loans (with a corresponding permanent reduction in the Facility Cap)maturities.
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