Common use of Monitoring Fee Clause in Contracts

Monitoring Fee. (a) During the Term of this Agreement, the Company will pay Sponsor or its designee for actual activities conducted by Sponsor and/or its affiliates (charged on an hourly basis for actual activities conducted) pursuant to this Agreement, it being agreed that subject to the terms and conditions of the following sentence, such fees will not be less than $875,000 (the "Minimum Amount") (regardless of the level of services performed) but will not exceed $1,750,000 on an annual basis, plus reasonable out-of-pocket expenses of Sponsor and/or its affiliates in connection with the activities rendered by Sponsor and/or its affiliates pursuant to this Agreement. Notwithstanding the foregoing, the Company shall not be obligated to pay Sponsor the aforementioned fees (but will be obligated to pay Sponsor for its reasonable out-of-pocket expenses in any event) (a) if there is, or if such payment would result in, a default under the Senior Credit Agreement (as defined below), or if the Senior Credit Agreement otherwise prohibits such payment, which shall result in such fees accruing until such time as such default is cured or waived or (b) until such time as Parent and its consolidated subsidiaries achieve LTM Adjusted EBITDA (as defined below) equal to or greater than $125.8 million (it being agreed that the aforementioned LTM Adjusted EBITDA threshold need only be achieved once, and thereafter, shall not operate as a limitation on the Company's obligation to pay the fees specified herein). "LTM Adjusted EBITDA" means, for Parent and its consolidated subsidiaries (including, for avoidance of doubt, the pre-Effective Date LTM Adjusted EBITDA of the Company and its consolidated subsidiaries), for any trailing twelve month period ending on any calendar quarter following the Effective Date, "Adjusted EBITDA" calculated in a manner consistent with the calculation thereof set forth under the caption "Summary unaudited pro forma and historical consolidated financial data" set forth in that certain Offering Memorandum dated June 21, 2002 pursuant to which WH Acquisition Corp. privately placed an aggregate of $165 million of its 11.75% Senior Subordinated Notes due 2010. The Company shall pay the aforementioned fees and expenses to Sponsor or its designee on a quarterly (calendar year) basis, in arrears. "Senior Credit Agreement" means that certain Credit Agreement (as the same may be amended, restated or otherwise modified from time to time) to be dated on or about July 31, 2002, among the Company, the subsidiaries of Parent listed therein as guarantors, the lenders listed therein, UBS Warburg LLC, as arranger, UBS AG, Stamford Branch, as administrative agent and collateral agent, and the other parties listed therein as agents.

Monitoring Fee. (a) During the Term of this Agreement, the Company will pay Sponsor or its designee for actual activities conducted by Sponsor and/or its affiliates (charged on an hourly basis for actual activities conducted) pursuant to this Agreement, it being agreed that subject to the terms and conditions of the following sentence, such fees will not be less than $875,000 1,625,000 (the "Minimum Amount") (regardless of the level of services performed) but will not exceed $1,750,000 3,250,000 on an annual basis, plus reasonable out-of-pocket expenses of Sponsor and/or its affiliates in connection with the activities rendered by Sponsor and/or its affiliates pursuant to this Agreement. Notwithstanding the foregoing, the Company shall not be obligated to pay Sponsor the aforementioned fees (but will be obligated to pay Sponsor for its reasonable out-of-pocket expenses in any event) (a) if there is, or if such payment would result in, a default under the Senior Credit Agreement (as defined below), or if the Senior Credit Agreement otherwise prohibits such payment, which shall result in such fees accruing until such time as such default is cured or waived or (b) until such time as Parent and its consolidated subsidiaries achieve LTM Adjusted EBITDA (as defined below) equal to or greater than $125.8 million (it being agreed that the aforementioned LTM Adjusted EBITDA threshold need only be achieved once, and thereafter, shall not operate as a limitation on the Company's obligation to pay the fees specified herein). "LTM Adjusted EBITDA" means, for Parent and its consolidated subsidiaries (including, for avoidance of doubt, the pre-Effective Date LTM Adjusted EBITDA of the Company and its consolidated subsidiaries), for any trailing twelve month period ending on any calendar quarter following the Effective Date, "Adjusted EBITDA" calculated in a manner consistent with the calculation thereof set forth under the caption "Summary unaudited pro forma and historical consolidated financial data" set forth in that certain Offering Memorandum dated June 21, 2002 pursuant to which WH Acquisition Corp. privately placed an aggregate of $165 million of its 11.75% Senior Subordinated Notes due 2010. The Company shall pay the aforementioned fees and expenses to Sponsor or its designee on a quarterly (calendar year) basis, in arrears. "Senior Credit Agreement" means that certain Credit Agreement (as the same may be amended, restated or otherwise modified from time to time) to be dated on or about July 31, 2002, among the Company, the subsidiaries of Parent listed therein as guarantors, the lenders listed therein, UBS Warburg LLC, as arranger, UBS AG, Stamford Branch, as administrative agent and collateral agent, and the other parties listed therein as agents.

Monitoring Fee. (a) During the Term of this Agreement, the Company will pay Sponsor or its designee for actual activities conducted by Sponsor and/or its affiliates (charged on an hourly basis for actual activities conducted) pursuant to this Agreement, it being agreed that subject to the terms and conditions of the following sentence, such fees will not be less than $875,000 1,625,000 (the "“Minimum Amount"”) (regardless of the level of services performed) but will not exceed $1,750,000 3,250,000 on an annual basis, plus reasonable out-of-pocket expenses of Sponsor and/or its affiliates in connection with the activities rendered by Sponsor and/or its affiliates pursuant to this Agreement. Notwithstanding the foregoing, the Company shall not be obligated to pay Sponsor the aforementioned fees (but will be obligated to pay Sponsor for its reasonable out-of-pocket expenses in any event) (a) if there is, or if such payment would result in, a default under the Senior Credit Agreement (as defined below), or if the Senior Credit Agreement otherwise prohibits such payment, which shall result in such fees accruing until such time as such default is cured or waived or (b) until such time as Parent and its consolidated subsidiaries achieve LTM Adjusted EBITDA (as defined below) equal to or greater than $125.8 million (it being agreed that the aforementioned LTM Adjusted EBITDA threshold need only be achieved once, and thereafter, shall not operate as a limitation on the Company's ’s obligation to pay the fees specified herein). "“LTM Adjusted EBITDA" ” means, for Parent and its consolidated subsidiaries (including, for avoidance of doubt, the pre-Effective Date LTM Adjusted EBITDA of the Company and its consolidated subsidiaries), for any trailing twelve month period ending on any calendar quarter following the Effective Date, "“Adjusted EBITDA" ” calculated in a manner consistent with the calculation thereof set forth under the caption "“Summary unaudited pro forma and historical consolidated financial data" ” set forth in that certain Offering Memorandum dated June 21, 2002 pursuant to which WH Acquisition Corp. privately placed an aggregate of $165 million of its 11.75% Senior Subordinated Notes due 2010. The Company shall pay the aforementioned fees and expenses to Sponsor or its designee on a quarterly (calendar year) basis, in arrears. "“Senior Credit Agreement" ” means that certain Credit Agreement (as the same may be amended, restated or otherwise modified from time to time) to be dated on or about July 31, 2002, among the Company, the subsidiaries of Parent listed therein as guarantors, the lenders listed therein, UBS Warburg LLC, as arranger, UBS AG, Stamford Branch, as administrative agent and collateral agent, and the other parties listed therein as agents.

Monitoring Fee. (a) During the Term of this Agreement, the Company will pay Sponsor or its designee for actual activities conducted by Sponsor and/or its affiliates (charged on an hourly basis for actual activities conducted) pursuant to this Agreement, it being agreed that subject to the terms and conditions of the following sentence, such fees will not be less than $875,000 (the "“Minimum Amount"”) (regardless of the level of services performed) but will not exceed $1,750,000 on an annual basis, plus reasonable out-of-pocket expenses of Sponsor and/or its affiliates in connection with the activities rendered by Sponsor and/or its affiliates pursuant to this Agreement. Notwithstanding the foregoing, the Company shall not be obligated to pay Sponsor the aforementioned fees (but will be obligated to pay Sponsor for its reasonable out-of-pocket expenses in any event) (a) if there is, or if such payment would result in, a default under the Senior Credit Agreement (as defined below), or if the Senior Credit Agreement otherwise prohibits such payment, which shall result in such fees accruing until such time as such default is cured or waived or (b) until such time as Parent and its consolidated subsidiaries achieve LTM Adjusted EBITDA (as defined below) equal to or greater than $125.8 million (it being agreed that the aforementioned LTM Adjusted EBITDA threshold need only be achieved once, and thereafter, shall not operate as a limitation on the Company's ’s obligation to pay the fees specified herein). "“LTM Adjusted EBITDA" ” means, for Parent and its consolidated subsidiaries (including, for avoidance of doubt, the pre-Effective Date LTM Adjusted EBITDA of the Company and its consolidated subsidiaries), for any trailing twelve month period ending on any calendar quarter following the Effective Date, "“Adjusted EBITDA" ” calculated in a manner consistent with the calculation thereof set forth under the caption "“Summary unaudited pro forma and historical consolidated financial data" ” set forth in that certain Offering Memorandum dated June 21, 2002 pursuant to which WH Acquisition Corp. privately placed an aggregate of $165 million of its 11.75% Senior Subordinated Notes due 2010. The Company shall pay the aforementioned fees and expenses to Sponsor or its designee on a quarterly (calendar year) basis, in arrears. "“Senior Credit Agreement" ” means that certain Credit Agreement (as the same may be amended, restated or otherwise modified from time to time) to be dated on or about July 31, 2002, among the Company, the subsidiaries of Parent listed therein as guarantors, the lenders listed therein, UBS Warburg LLC, as arranger, UBS AG, Stamford Branch, as administrative agent and collateral agent, and the other parties listed therein as agents.