Common use of Other Mandatory Prepayments Clause in Contracts

Other Mandatory Prepayments. (a) If a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents. (b) In addition to the foregoing, during the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly basis in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four percent (4%) of the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than in accordance with and pursuant to any employee stock option or similar plan, then Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan Documents.

Other Mandatory Prepayments. In addition to and without limiting any provision of any Loan Document: (a) If if a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereofoccurs, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan Loans and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents.; and (b) In addition to the foregoing, during the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly basis in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four percent (4%) of the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactions, (i) sells any of its material assets or other properties (other than sales of assets that are promptly (and in any event within 180 days) replaced with similar assets), (ii) sells or issues any equity securities or debt securitiessecurities or incurs Indebtedness (provided, Equity Interests that the sale, issuance or incurrence of any Permitted Indebtedness or Permitted Securities shall not require mandatory payment pursuant hereto unless such sale, issuance or incurrence occurs after the occurrence and during the continuation of an Event of Default), (iii) receives any property damage insurance award or any other ownership interests other than insurance proceeds of any kind which in accordance with the aggregate exceed $50,000 and pursuant are not used promptly after receipt and in any event within 180 days to repair or replace the property or assets covered thereby, or (iv) receives any employee stock option or similar planlife insurance proceeds which in the aggregate exceed $50,000, then Borrower it shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)Obligations) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction reasonable and customary costs and expenses of such sale and taxestaxes payable in connection therewith) to the prepayment repayment of the Obligations Loans together with accrued interest thereon and all other amounts outstanding under Obligations, such payment to be applied first, to all then unpaid fees and expenses; second, to all accrued and unpaid interest on the Loan DocumentsLoans at the Higher Applicable Rate; third, to all accrued and unpaid interest on the Loans at the Base Applicable Rate; fourth, to the principal amount of the Loans accruing interest at the Higher Applicable Rate; and fifth, to the principal amount of the Loans accruing interest at the Base Applicable Rate, in each case at such time and in such manner as Agent shall decide in its Permitted Discretion.

Other Mandatory Prepayments. (i) If Borrower or any other member of the Consolidated Group Disposes (in any individual Disposition or series of related Dispositions) of any Property consisting of Unentitled Land, Developable Land or other raw land (other than any casualty and condemnations in which the Net Cash Proceeds resulting therefrom are less than $2,000,000, and other casualty and condemnations to the extent provided in clause (v) below) which results in the realization by such Person of Net Cash Proceeds, then Borrower shall pay to Administrative Agent an amount equal to one hundred percent (100%) of such Net Cash Proceeds no later than one (1) Business Day after receipt thereof by such Person, such Net Cash Proceeds to be applied to the Obligations in accordance with Section 2.05(c)(vi). (ii) If Borrower or any other member of the Consolidated Group Disposes (in any individual Disposition or series of related Dispositions) of any Business Unit or Amenity (including any Disposition of all or substantially all of the marina slips in a development, but excluding Dispositions of individual marina slips and casualty and condemnations in which the Net Cash Proceeds resulting therefrom are less than $2,000,000 and other casualty and condemnations to the extent provided in clause (v) below) which results in the realization by such Person of Net Cash Proceeds, then Borrower shall pay to Administrative Agent an amount equal to one hundred percent (100%) of such Net Cash Proceeds no later than one (1) Business Day after receipt thereof by such Person, such Net Cash Proceeds to be applied to the Obligations in accordance with Section 2.05(c)(vi). (iii) If Borrower or any other member of the Consolidated Group completes any Bulk Unit Sale (other than casualty and condemnations in which the Net Cash Proceeds resulting therefrom are less than $2,000,000, and other casualty and condemnations to the extent provided in clause (v) below) which results in the realization by such Person of Net Cash Proceeds, then Borrower shall pay to Administrative Agent an amount equal to: (A) if such Bulk Unit Sale is of less than twenty-five (25) Developed Lots, marina slips, Units, or Tower Units, as applicable, fifty percent (50%) of the Net Cash Proceeds resulting thereof and (B) if such Bulk Unit Sale is of twenty-five (25) or more Developed Lots, marina slips, Units, or Tower Units, as applicable, seventy-five percent (75%) of the Net Cash Proceeds resulting thereof; in each case no later than one (1) Business Day after receipt thereof by such Person, such Net Cash Proceeds to be applied to the Obligations in accordance with Section 2.05(c)(vi); provided that if Borrower or any other member of the Consolidated Group completes any Bulk Unit Sale (other than any casualty and condemnations in which the Net Cash Proceeds resulting therefrom are less than $2,000,000, and other casualty and condemnations to the extent provided in clause (v) below) that, when combined with the Net Cash Proceeds from all Bulk Unit Sales from and after the Petition Date, (1) exceed $50,000,000 but are less than $100,000,000 in the aggregate (without consideration of prior prepayments), then Borrower shall pay to Administrative Agent an amount equal to sixty-five percent (65%) of the Net Cash Proceeds resulting from such Bulk Unit Sale, and (2) equal or exceed $100,000,000 in the aggregate (without consideration of prior prepayments), then Borrower shall pay to Administrative Agent an amount equal to eighty percent (80%) of the Net Cash Proceeds resulting from such Bulk Unit Sale, in each case no later than one (1) Business Day after receipt thereof by such Person, such Net Cash Proceeds to be applied to the Obligations in accordance with Section 2.05(c)(vi). (iv) If there occurs (A) any incurrence or issuance by Borrower or any other member of the Consolidated Group of any Indebtedness as specified in clause (a) If a Change or (b) of Control occurs that has not been consented the definition thereof or (B) any Equity Offering, in each case, which results in the realization by such Person of Net Cash Proceeds, then Borrower shall pay to in writing Administrative Agent an amount equal to one hundred (100%) of such Net Cash Proceeds no later than one (1) Business Day after receipt thereof by the Requisite Lenders (at their sole option) prior such Person, such Net Cash Proceeds to be applied to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations in full in cash together accordance with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan DocumentsSection 2.05(c)(vi). (bv) In addition If there occurs a casualty or condemnation with respect to any Property or other assets, and the foregoing, during the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly basis in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount Net Cash Proceeds resulting therefrom are equal to or greater than (i) four percent (4%) of the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than in accordance with and pursuant to any employee stock option or similar plan$2,000,000, then Borrower shall apply not be required to make any mandatory payments as a result of such casualty or condemnation with such Net Cash Proceeds to the extent of (x) any amounts previously paid by the applicable member of the Consolidated Group at the time of receipt of such Net Cash Proceeds for the Restoration of the applicable Property or other assets and certified to the Agents in writing, and (y) any amounts to be paid by the applicable member of the Consolidated Group after receipt of such Net Cash Proceeds for the Restoration of the applicable Property or other assets, subject in the case of clause (y), to satisfaction of each of the following conditions: (A) Borrower has commenced, or intends to promptly commence, the Restoration of the applicable Property or other assets; (B) no Default or Event of Default shall have occurred and be continuing; (C) the Agents shall be satisfied that the Restoration will be completed twelve (12) months after commencement of the Restoration; (D) the applicable Property or other assets and the use thereof after the Restoration will be in compliance with and permitted under all Laws; (E) Borrower shall cause the Restoration to be done and completed in an expeditious and diligent fashion and in compliance with all applicable Laws; (F) Borrower shall deliver, or cause to be delivered, to the Agents a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be acceptable to the Agents; and (G) the Net Cash Proceeds together with any cash or Cash Equivalents deposited by Borrower with Administrative Agent and available Loans pursuant to Section 2.01 are sufficient in Administrative Agent’s reasonable judgment to cover the cost of the Restoration. If the foregoing conditions are not satisfied, then such Net Cash Proceeds shall be paid and applied in accordance with Sections 2.05(c)(ii) or (iii), as applicable, and Section 2.05(c)(vi). (vi) Each prepayment of Obligations pursuant to the foregoing provisions of this Section 2.05(c) shall be applied, first, to the outstanding Term Loans until paid in full and, second to the Revolving Credit Facility, in the following manner: (A) first, to the L/C Borrowings, (B) second, ratably to the outstanding Revolving Credit Loans (with no corresponding reduction to the Revolving Credit Facility), (C) third, to Cash Collateralize 100% of the remaining L/C Obligations and (or such lesser D) fourth, the amount as is required to indefeasibly pay in cash remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Credit Loans outstanding at such time and the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) Cash Collateralization of the cash proceeds thereof remaining L/C Obligations in full (net the sum of reasonablesuch remaining amount being the “Reduction Amount”) may be retained by Borrower for use in the ordinary course of its business, documentedand the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(ii). Upon the drawing of any Letter of Credit that has been Cash Collateralized, out-of-pocket transaction costs and expenses and taxesthe funds held as Cash Collateral shall be applied (without any further action by or notice to or from Borrower or any other Loan Party) to reimburse the prepayment of L/C Issuer or the Obligations and other amounts outstanding under the Loan DocumentsRevolving Credit Lenders, as applicable.

Other Mandatory Prepayments. (a) If Borrower shall make a Change prepayment to Administrative Agent for the benefit of Control occurs that has not been consented to in writing by the Requisite Lenders (without necessity of notice or demand by Administrative Agent) upon the occurrence of any of the following (each a "Mandatory Prepayment Event") at their sole optionthe following times and in the following amounts (such applicable amounts being referred to as "Designated Proceeds"): (i) prior to the consummation thereof, on or prior to the first within one Business Day following the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents. (b) In addition to the foregoing, during the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly basis receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sale, in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than 100% of such Net Cash Proceeds; (iii) four percent (4%) within one Business Day of the Maximum Loan Amount for each receipt by Guarantor, Borrower or any of their respective Subsidiaries of , any Net Cash Proceeds from any issuance of Equity Securities of Guarantor (other than any proceeds from (1) the first two issuance of Guarantor Common Stock pursuant to the Rights Offering and (2) full calendar quarters following the termination issuance of Guarantor Common Stock pursuant to the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than Capital Infusion Purchase Agreement; provided such proceeds shall be applied in accordance with and Section 5.20), Borrower or any of their respective Subsidiaries without duplication (excluding (x) any issuance of shares of capital stock pursuant to any employee or director stock option program, benefit plan or similar plancompensation program and (y) any issuance by a Subsidiary to Borrower or another Restricted Subsidiary of Borrower), then Borrower shall apply in an amount equal to 100% of such Net Cash Proceeds; (iii) within one Business Day of the receipt by Guarantor, Borrower or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents any of their respective Subsidiaries of any Net Cash Proceeds from any issuance of Funded Debt by Borrower, Guarantor (other than indemnity obligations any proceeds from the issuance of the Capital Infusion Notes; provided, that such proceeds shall be applied in accordance with Section 5.20) of or any of their respective Subsidiaries (excluding Funded Debt which is Permitted Indebtedness under clauses a through j of Section 5.2), in an amount equal to 100% of such Net Cash Proceeds; and (iv) within one Business Day of the receipt by Guarantor, Borrower or any of their respective Subsidiaries, of any federal income tax refund that when added to any other federal income tax refunds received by Guarantor, Borrower or any of their respective Subsidiaries on or after the Closing Date exceeds $18,800,000. Any prepayment required to be made pursuant to this Section 1.1.6.5.c. shall be applied pursuant to Section 1.5.3 and will permanently reduce the Line of Credit Commitment to the extent such amounts are applied to principal under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) Line of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan DocumentsCredit Facility.

Other Mandatory Prepayments. In addition to and without limiting any provision of any Loan Document: (a) If if a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan Loans, including, without limitation, all outstanding Advances and all other Obligations Obligations, in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders Lender under the Loan Documents.; and (b) In addition if Borrower (i) sells any of its material assets or properties (other than a sale in the ordinary course of business of assets which have become obsolete or worn out the proceeds of which are used to purchase replacement property), (ii) sells or issues any debt or equity securities other than Permitted Indebtedness, (iii) receives any property damage insurance award which is not used to repair or replace the property covered thereby or (iv) incurs any Indebtedness except for Permitted Indebtedness, then it shall apply 100% of the proceeds thereof to the foregoingprepayment of the Loans together with accrued interest thereon and all other Obligations owing to Lender under the Loan Documents, during such payment to be applied in such manner and order as Lender shall decide in its sole discretion. (c) until such time as the Amortization PeriodObligations relating to the Term Loan Facilities are indefeasibly paid in full in cash and fully performed, on or before the day of delivery to Lender of Borrower’s monthly financial statements in accordance with the terms of this Agreement, but in any event not later than the 30th day after the end of each month (commencing with the calendar month ending September 30, 2005), Borrower shall pay down furnish Lender with a written calculation of Excess Cash Flow for such month and deliver to Lender an amount equal to one hundred percent (100%) of Borrower’s Excess Cash Flow for such month (the “Excess Cash Flow Amount”), to be applied by Lender to reduce the Obligations as follows: first, to all then unpaid fees and expenses; second, to all accrued and unpaid interest on the Term Loan Facilities; third, fifty percent (50%) of such Excess Cash Flow Amount shall be applied to the principal payment outstanding under Term Loan A in the inverse order of maturities and fifty percent (50%) of such Excess Cash Flow Amount shall be applied to the principal payment outstanding under Term Loan B in the inverse order of maturities; provided, further, one hundred percent (100%) of Borrower’s Excess Cash Flow shall be applied to either Term Loan A or Term Loan B, as the case may be, if the balance of either Term Loan equals zero; provided, further, that the reduction of the principal balance of the Term Loan on a monthly basis in equal installments during Facilities shall not affect the relevant calendar quarter, whether via amount or timing of principal payments (other than the remittance of proceeds extent to which reductions have been made with respect to such principal payments as allocated pursuant to Section 2.5(athis paragraph) or otherwise, so that required under this Agreement until the principal balance of the such Term Loan will be Facilities is reduced by an amount equal to or greater than (i) four percent (4%) of the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarterszero. (cd) During Notwithstanding anything contained in this Section 2.15 to the Amortization Periodcontrary, if Borrowerany Overadvance exists at the time a payment is due under this Section 2.15, in such payment shall be applied first to eliminate the Overadvance and then shall be distributed according to the provisions of this Section 2.15. An “Overadvance” shall exist if the aggregate amount of all Advances at any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than in accordance with and pursuant to any employee stock option or similar plan, then Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts time outstanding under the Loan Documents Revolving Facility shall exceed the lesser of (other than indemnity obligations under A) the Loan Documents that are not then due Facility Cap and payable or for which any events or claims that would give rise thereto are not then pending)(b) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan DocumentsAvailability.

Other Mandatory Prepayments. (a) If In addition to and without limiting any provision of any Loan Document, if a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereofoccurs, on or prior to the first Business Day following the date of such Change of Control, Borrower Borrowers shall prepay the Loan Advances and all other Obligations (other than Unmatured Surviving Obligations) in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents. (b) In addition Commencing 2004 and each calendar year thereafter during the Term, upon the earlier to occur of (i) April 30 of such year and (ii) not later than 10 days following delivery of the annual financial statements to Agent referred to in and required by Section 6.1(a)(i) with respect to the foregoingprior calendar year and until the Special Advance Amount shall be paid in full, during Borrowers shall prepay the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly basis Special Advance Amount in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to the sum of (A) and (B) below: (A) An amount (the "Target Payment Amount") equal to (1) the lesser of (a) 100% of Target Excess Cash Flow for the immediately preceding fiscal year and (b) the positive excess of (x) Ten Million Dollars ($10,000,000) (or greater than for calendar year 2003, the 2003 Maximum Amount (ias defined below)) four percent plus any Catch Up Amounts (4%defined below) with respect to years prior to the immediately preceding calendar year, if applicable, over (y) monthly amortization payments made by Borrowers with respect to the Special Advance Amount during such immediately preceding calendar year or any other voluntary prepayments of the Special Advance Amount minus (2) the sum of (a) the amount of Target Excess Cash Flow ----- applied to make prepayments on the Mezzanine Loan and the Senior Mortgage Term Loan B on such day and (b) the amount of voluntary prepayments of the principal amount of the Mezzanine Loan and the Senior Mortgage Term Loan B made during the immediately preceding fiscal year. To the extent that with respect to any calendar year the aggregate amount of (x) principal payments of (I) the Special Advance Amount under this Section 2.8(b)(A), (II) the Mezzanine Loan under Section 2.3.2(b) of the Maximum Mezzanine Loan Amount for each Agreement and (III) the Senior Mortgage Term Loan B under Section 2.3.2(b) of the first two Senior Mortgage Term Loan Agreement in such calendar year plus (y) voluntary principal prepayments of the Mezzanine Loan, the Senior Mortgage Term Loan B and the Special Advance Amount during the immediately preceding fiscal year is less than $10,000,000 the positive excess of $10,000,000 over such payments shall be defined as a "Catch Up Amount". For purposes of the foregoing calculation, for calendar year 2003 an amount equal to the product of (I) $10,000,000 multiplied by (II) a fraction, the numerator of which is the number of months during 2003 that the Special Advance Amount is outstanding and the denominator of which is 12 (the "2003 Maximum Amount") shall be substituted for $10,000,000 in such calculation. (B) If the Target Excess Cash Flow for any fiscal year is greater than the Target Payment Amount calculated with respect to such fiscal year, an amount, but not less than zero, equal to (1) 80% of Excess Cash Flow for the immediately preceding fiscal year minus (2) full calendar quarters following the termination sum of (a) the Revolving Period, (ii) six percent (6%) amount of Excess Cash Flow applied to make prepayments on the Maximum Mezzanine Loan Amount for each of and the succeeding two (2) full calendar quarters Senior Mortgage Term Loan B and (iiib) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quartersTarget Payment Amount. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than in accordance with and pursuant to any employee stock option or similar plan, then Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan Documents.

Other Mandatory Prepayments. Borrower shall make a prepayment to Administrative Agent for the benefit of Lenders (awithout necessity of notice or demand by Administrative Agent) If upon the occurrence of any of the following (each a Change "Mandatory Prepayment Event") at the following times and in the following amounts (such applicable amounts being referred to as "Designated Proceeds"): (i) within one Business Day of Control occurs that has not been consented to in writing the receipt by the Requisite Lenders Borrower or any of its Subsidiaries of any Net Cash Proceeds from any Asset Sale, in an amount equal to 100% of such Net Cash Proceeds; (at ii) within one Business Day of the receipt by Guarantor, Borrower or any of their sole optionrespective Subsidiaries, any Net Cash Proceeds from any issuance of Equity Securities of Guarantor, Borrower or any of their respective Subsidiaries (excluding (x) prior any issuance of shares of capital stock pursuant to any employee or director stock option program, benefit plan or compensation program and (y) any issuance by a Subsidiary to the consummation thereofBorrower or another Restricted Subsidiary of Borrower), in an amount equal to 100% of such Net Cash Proceeds; and (iii) within one Business Day of the receipt by Guarantor, Borrower or any of their respective Subsidiaries of any Net Cash Proceeds from any issuance of Funded Debt by Borrower, Guarantor or any of their respective Subsidiaries (excluding Funded Debt which is Permitted Indebtedness under clauses a through h of Section 5.2), in an amount equal to 100% of such Net Cash Proceeds. Any prepayment required to be made pursuant to this Section 1.1.6.5.c. shall be applied pursuant to Section 1.5.3 and, except as otherwise provided in Section 1.1.6.2.b., will permanently reduce the Line of Credit Commitment. It being agreed that any prepayment made with the Net Cash Proceeds of (A) the Supplemental Capital Contribution up to $25,000,000 or (B) the Capricorn Contribution, will not permanently reduce the Line of Credit Commitment" (k) Section 1.2.7 of the Credit Agreement is hereby amended by deleting the first sentence of such Section and replacing such sentence with the following: "The Borrower shall pay to the Administrative Agent for the account of each of the Lenders a letter of credit fee ("Letter of Credit Fee") with respect to the outstanding Letters of Credit equal to a per annum rate equal to the applicable Rate Margin for Adjusted LIBO Rate Advances multiplied by the average daily maximum amount available to be drawn thereunder, computed on or prior to a quarterly basis in arrears on the first Business Day following the date end of each calendar quarter based on the Letters of Credit outstanding during such Change of Control, Borrower shall prepay quarter as calculated by the Loan and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan DocumentsAdministrative Agent." (bl) In addition to the foregoing, during the Amortization Period, Borrower shall pay down the principal balance Section 1.3.1 of the Loan on a monthly basis Credit Agreement is hereby amended and restated in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four percent (4%) of the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than in accordance with and pursuant to any employee stock option or similar plan, then Borrower shall apply 100% (or such lesser amount its entirety as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan Documents.follows:

Other Mandatory Prepayments. In addition to any other mandatory prepayment or acceleration required by the terms of this Agreement or any Loan Document: (ai) If in the event of a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan Term Loan, and all other Obligations Obligations, in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders Lender hereunder or under the other Loan Documents.; and (b) In addition to the foregoing, during the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly basis in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four percent (4%) of the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) if Borrower or any of the Maximum Loan Amount for each its Subsidiaries sells any of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests its material assets or other ownership interests properties (other than in accordance with and pursuant the ordinary course of business), receives any property damage insurance award which is not used to repair or replace the property covered thereby, or incurs any employee stock option or similar planIndebtedness except for Permitted Indebtedness, then Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof of any such sale (net to the extent such proceeds exceed $100,000, and then only to the extent of reasonablesuch excess), documented, out-of-pocket transaction costs and expenses and taxes) award or Indebtedness to the prepayment of the Term Loan and the Obligations hereunder, provided, however, that the reduction of principal amortization shall be applied first to the last principal payment due under Section 2.4(a) until such payment is reduced to zero and then to the next preceding principal payment required under Section 2.4(a) until any such preceding payment or payments is reduced to zero. (iii) In addition, and notwithstanding any other amounts outstanding provision of this Agreement or any other Loan Document, after the date which is one (1) year from the Closing Date, for each additional year of the Term and until such time as all Obligations under the Loan DocumentsTerm Note and hereunder shall be indefeasibly paid in cash in full and performed, fifty percent (50%) of Borrower's Excess Cash Flow for each fiscal year during such period(s) shall be paid by Borrower to Lender and shall be applied by Lender to reduce the outstanding balance of the Term Loan. Such payments shall be made no later than thirty (30) calendar days after preparation of Borrower's audited financial statements, but in any event not later than one hundred and forty-five (145) calendar days after the end of the fiscal year to which such Excess Cash Flow relates.

Other Mandatory Prepayments. (a) If a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents. (b) In addition to the foregoing, during the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly basis in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four percent (4%) % of the Maximum Loan Amount for each of the first two four (24) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) % of the Maximum Loan Amount for each of the succeeding two four (24) full calendar quarters and (iii) seven and one-half percent (7.5%) % of the Maximum Loan Amount for each of the succeeding two four (24) full calendar quarters. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than in accordance with and pursuant to any employee stock option or similar plan, then Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan Documents.

Other Mandatory Prepayments. In addition to and without limiting any provision of any Loan Document: (a) If if a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereofoccurs, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan Loans and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents.; (b) In addition to if Borrower sells any of its assets or properties (other than sales of inventory in the foregoing, during ordinary course of business or sales of other assets the Amortization Period, Borrower shall pay down the principal balance proceeds of the Loan on a monthly basis which are reinvested within 20 Business Days in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four percent (4%) of the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactionssimilar assets constituting Collateral), sells or issues any equity securities (debt or debt securitiesequity), Equity Interests capital stock, or other ownership interests other than in accordance with and pursuant interests, receives any property damage or insurance award which is not used to repair or replace the property covered thereby, incurs any employee stock option Indebtedness, except for Permitted Indebtedness, or similar planreceives any life insurance proceeds, then Borrower it shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Loans together with accrued interest thereon and all other Obligations owing to Agent and other amounts outstanding Lenders under the Loan Documents, such payment to be applied pro rata to the payments required by SECTION 2.8; PROVIDED, HOWEVER, during the existence of an Event of Default, such payments shall be applied to the Obligations at such time and in such manner and order as Agent shall decide in its sole discretion; and (c) until such time as the Obligations relating to the Term Loan are indefeasibly paid in full in cash and fully performed, the Applicable ECF Percentage of Borrower's Excess Cash Flow for each fiscal year shall be paid by Borrower to Agent, for the benefit of Lenders, and shall be applied by Agent to reduce the Obligations relating to the Term Loan. Such payments shall be made no later than thirty (30) calendar days after preparation of Borrower's audited financial statements, but in any event not later than one hundred and twenty (120) calendar days after the end of the fiscal year to which such Excess Cash Flow relates. Such payments are to be applied pro rata to the payments required by SECTION 2.8; PROVIDED, HOWEVER, during the existence of any Event of Default, such payments shall be applied to the Obligations relating to the Term Loan at such time and in such manner and order as Agent shall decide in its Permitted Discretion.

Other Mandatory Prepayments. (a) If a Change of Control occurs that has not been consented to in writing by ON OR BEFORE EACH DATE SET FORTH BELOW, THE BORROWER SHALL PREPAY THE REVOLVING LOANS BY THE AMOUNT SET FORTH BELOW AND APPLICABLE TO SUCH DATE: on the Requisite Lenders (at their sole option) prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents. (b) In addition to the foregoing, during the Amortization Period, Borrower shall pay down the principal balance day of the Loan on occurrence of a monthly basis Disposition described in equal installments during the relevant calendar quarterSection 8.6(d), whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to 100% of the Net Cash Proceeds with respect to such Disposition in excess of the first $100,000 in the aggregate of such Net Cash Proceeds received with respect to Dispositions after the Second Restatement Date; on the earlier of the date the annual financial statements in respect of each fiscal year are delivered to the Administrative Agent pursuant to Section 7.1(a), or the 90th day following the end of each such fiscal year, by an amount equal to the following: (A) if the Leverage Ratio at the end of such fiscal year is greater than 2.50:1.00, 75% of Excess Cash Flow, and (B) if the Leverage Ratio at the end of such fiscal year is less than or equal to 2.50:1.00, 50% of Excess Cash Flow; upon receipt by the Borrower or any Subsidiary Guarantor of Net Cash Proceeds attributable to one or more Equity Issuances after the Second Restatement Date, by an amount equal to 100% of the first $10,000,000 of such Net Cash Proceeds; upon receipt by the Borrower or any Subsidiary of Net Cash Proceeds of Refinancing Debt, by an amount equal to 100% of such Net Cash Proceeds; in an amount equal to all Applicable Proceeds (i) four percent in excess of amounts used to replace or repair any properties or (4%ii) which are not used or designated to replace or repair properties within one year after receipt thereof, provided that the Borrower or the applicable Subsidiary Guarantor shall have commenced the restoration or replacement process (including the making of appropriate filings and requests for approval) within 45 days after such casualty or after the Maximum Loan Amount for each receipt of any such condemnation proceeds, as the case may be, and diligently pursues the same through completion; with respect to any Acquisition, upon the later of (x) January 14, 2000 and (y) the receipt by the Borrower or any Subsidiary of proceeds from any reduction, or refund of any portion of, the Acquisition Consideration paid in respect thereof resulting from any post-closing adjustment made in connection therewith, by an amount equal to 100% of such proceeds in excess of the first two (2) full calendar quarters following $800,000 thereof received after the Second Restatement Date; and simultaneously with each reduction or termination of the Aggregate Revolving PeriodCommitment, the Borrower shall prepay the Revolving Loans by an amount equal to the lesser of (iiA) six percent (6%) the aggregate outstanding principal balance of the Maximum Loan Amount for each Revolving Loans, or (B) the excess of the succeeding two Aggregate Revolving Exposure (2giving effect to the prepayments required in clauses (i) full calendar quarters and through (iiivi) seven and one-half percent (7.5%above) over the Aggregate Revolving Commitment as so reduced or terminated, provided that if after giving effect to such prepayment on a Scheduled Reduction Date, the aggregate outstanding principal balance of the Maximum Loan Amount for each of Revolving Loans exceeds the succeeding two (2) full calendar quarters. (c) During amount set forth in the Amortization Periodfollowing table opposite such Scheduled Reduction Date, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than in accordance with and pursuant to any employee stock option or similar plan, then the Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the make an additional prepayment of the Obligations and other amounts outstanding under the Loan DocumentsRevolving Loans on such Scheduled Reduction Date in an amount equal to such excess: ================================================================================== SCHEDULED REDUCTION DATE AMOUNT ---------------------------------------------------------------------------------- January 14, 2000 $30,000,000 ---------------------------------------------------------------------------------- December 31, 2000 $25,000,000 ---------------------------------------------------------------------------------- December 31, 2001 $20,000,000 ================================================================================== SIMULTANEOUSLY WITH EACH REDUCTION OR TERMINATION OF THE AGGREGATE REVOLVING COMMITMENT, IN THE EVENT THAT THE LETTER OF CREDIT COMMITMENT SHALL EXCEED THE AGGREGATE REVOLVING COMMITMENT AS SO REDUCED OR TERMINATED, THE LETTER OF CREDIT COMMITMENT SHALL BE AUTOMATICALLY REDUCED BY AN AMOUNT EQUAL TO SUCH EXCESS, PROVIDED THAT IF THE AGGREGATE LETTER OF CREDIT EXPOSURE OF ALL LENDERS EXCEEDS THE LETTER OF CREDIT COMMITMENT AS SO REDUCED OR TERMINATED, THE BORROWER SHALL IMMEDIATELY DEPOSIT INTO THE CASH COLLATERAL ACCOUNT SUCH AMOUNT, IN CASH, AS WOULD CAUSE THE BALANCE ON DEPOSIT IN THE CASH COLLATERAL ACCOUNT TO EQUAL OR EXCEED THE AGGREGATE LETTER OF CREDIT EXPOSURE OF ALL LENDERS. In General. SIMULTANEOUSLY WITH EACH PREPAYMENT OF A REVOLVING LOAN, THE BORROWER SHALL PREPAY ALL ACCRUED INTEREST ON THE AMOUNT PREPAID THROUGH THE DATE OF PREPAYMENT.

Other Mandatory Prepayments. In addition to and without limiting any provision of any Loan Document: (a) If if a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereofLender, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan Loans, including, without limitation, all outstanding Advances and all other Obligations Obligations, in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders Lender under the Loan Documents.; (b) In addition to the foregoing, if any Borrower sells any of its assets or properties (other than sales of assets during the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly basis Term in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater less than (i) four percent (4%) of $25,000 in the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactionsaggregate), sells or issues any securities (other than redeemable equity securities or any other securities convertible into cash or debt securities), Equity Interests receives any property damage insurance award which is not used to repair or other ownership interests other than in accordance with and pursuant to replace the property covered thereby or incurs any employee stock option or similar planIndebtedness except for Permitted Indebtedness, then Borrower it shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)Obligations) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Loans together with accrued interest thereon and all other Obligations and other amounts outstanding owing to Lender under the Loan Documents, such payment to be applied at such time and in such manner and order as Lender shall decide in its sole discretion; and (c) until such time as the Obligations relating to the Term Loan are indefeasibly paid in full in cash and fully performed, fifty percent (50%) of Borrower’s Excess Cash Flow for each consecutive six (6) month period ending on each June 30 and December 31 (commencing with the period ending June 30, 2005, provided that for such initial period, such determination shall be made based upon the 4 month period from March 1, 2005 through June 30, 2005) shall be paid by Borrower to Lender and shall be applied by Lender to reduce the Obligations relating to the Term Loan. Such payments shall be made no later than thirty (30) calendar days after the date Borrower’s annual (10-K) and quarterly (10-Q) filings are initially required (without extension) to be made with the United States Securities and Exchange Commission, but in any event not later than (i) seventy-five (75) calendar days after the end of each fiscal quarter ending each June and (ii) one hundred twenty (120) calendar days after the end of each fiscal quarter ending each December, to which such Excess Cash Flow relates, provided, however, that such payments are to be applied to the Obligations relating to the Term Loan in the inverse order of their maturity.

Other Mandatory Prepayments. (a) If a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereof, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents. (b) In addition to the foregoing, during the Amortization Period, Borrower shall pay down the principal balance of the Loan on a monthly basis in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four percent (4%) of the Original Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Revolvingoccurring in the Amortization Period, (ii) six percent (6%) of the Original Maximum Loan Amount for each of the succeeding two (2) full calendar quarters occurring in the Amortization Period and (iii) seven and one-half percent (7.5%) of the Original Maximum Loan Amount for each of the succeeding two (2) full calendar quartersquarters.quarter occurring in the Amortization Period thereafter. In furtherance of the foregoing, with respect to any calendar month during each relevant calendar quarter referenced in the foregoing clauses (i) through (iii), in the event the proceeds remitted on the Payment Date for such calendar month pursuant to Section 2.5(a) are insufficient to pay the full amount of the required monthly payment amount for such calendar month, Borrower shall, on or before the last Business Day of such calendar month, pay to Agent, for the ratable benefit of Lenders, the remaining amount of such deficiency. (c) During the Amortization Period, if Borrower, in any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than in accordance with and pursuant to any employee stock option or similar plan, then Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan Documents.

Other Mandatory Prepayments. In addition to and without limiting any provision of any Loan Document: (a) If if a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior to the consummation thereofoccurs, on or prior to the first Business Day following the date of such Change of Control, Borrower shall prepay the Loan Loans and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents.; and (b) In addition to the foregoing, during the Amortization Period, if Borrower shall pay down the principal balance or any of the Loan on a monthly basis in equal installments during the relevant calendar quarter, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four percent (4%) of the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters. (c) During the Amortization Period, if Borrowerits Subsidiaries, in any transaction or series of related transactions, sells any of its material assets or other properties (other than in the ordinary course of business and sales of assets that are replaced within 180 calendar days with similar assets), Borrower shall prepay the Revolving Loans with the proceeds thereof to the extent such assets are included in the Availability under the Borrowing Base, and the Term Loan to the extent such assets are not included in the Availability under the Borrowing Base, to be applied pro rata to the remaining principal payments due on the Term Loan; and (c) if Borrower or any of its Subsidiaries, in any transaction or series of transactions, (i) sells or issues any equity or debt securities, Equity Interests capital stock or other ownership interests (other than in accordance with and pursuant Permitted Securities), (ii) receives any property damage insurance award or receives any insurance proceeds of any kind that are not used within 180 calendar days to repair or replace the property or assets covered thereby, or (iii) incurs any employee stock option or similar planIndebtedness except for Permitted Indebtedness, then Borrower it shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Loans and the Obligations, first pro rata to the remaining principal payments due on the Term Loan and then to the Revolving Facility; and (d) upon consummation of the 2002 Rights Offering, Borrower shall prepay the Term Loans to the extent of any cash proceeds received in connection with such 2002 Rights Offering in excess of $1,100,000, with such proceeds to be applied pro rata to the remaining principal payments due on the Term Loan; and (e) beginning with Borrower's fiscal year 2003, and until such time as the Obligations relating to the Term Loan are indefeasibly paid in full in cash, fifty percent (50%) of Borrower's Excess Cash Flow for each fiscal year shall be paid by Borrower to Agent, for the ratable benefit of Term Lenders, and other amounts outstanding under shall be applied by Agent to reduce the Obligations relating to the Term Loan. Such payments shall be made within ten (10) days after the day of delivery to Agent of Borrower's annual audited financial statements, but in any event not later than one hundred (100) calendar days after the end of the fiscal year to which such Excess Cash Flow relates. Such payments are to be applied pro rata to the remaining payments due on the Term Loan; provided, however, during the existence of any Event of Default, such payments shall be applied to the Obligations relating to the Term Loan Documentsat such time and in such manner and order as Agent shall decide in its sole discretion.

Other Mandatory Prepayments. Any amounts received by the Borrowers in connection with the Approved Sale shall be paid to the Lender to be applied against amounts owed as provided herein. Borrowers shall cause Kolpin Outdoors, Inc. or its successor or assign, as the buyer of the Sale Assets, to pay the amounts set forth below directly to Lender, pursuant to the terms of that certain Side Letter, which will constitute mandatory prepayment and be due and payable on the following dates: (a) If a Change of Control occurs that has not been consented to in writing by the Requisite Lenders (at their sole option) prior $3,200,000, or such amount as is owing after adjustment pursuant to the consummation thereofApproved Sale Agreement, on or prior to the first Business Day following Approved Sale Closing Date (the date of such Change of Control, Borrower shall prepay the Loan and all other Obligations in full in cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documents."Initial Approved Sale Payment"); (b) In addition $333,333, or such amount as is owing after adjustment pursuant to the foregoingApproved Sale Agreement, during on the Amortization Perioddate that is 30 days after the Approved Sale Closing Date; (c) $333,333, Borrower or such amount as is owing after adjustment pursuant to the Approved Sale Agreement, on January 1, 2012; (d) $333,334, or such amount as is owing after adjustment pursuant to the Approved Sale Agreement, on April 1, 2012 (e) Any other payments due Borrowers under the Approved Sale Agreement, including, without limitation, any Contingent Payments (as defined in the Approved Sale Agreement), or such amount as is owing after adjustment pursuant to the Approved Sale Agreement, until complete satisfaction of all Obligations and cancellation of all Notes and other accommodations provided by Lender under this Agreement. Lender will apply amounts received to the Obligations pursuant to Section 3.6 of this Agreement. When applying amounts received pursuant to this Section 3.10, such amounts shall pay down be applied first to the costs, fees expenses and interest as set forth in Section 3.6(a) through (b); then, when applying amounts received to principal as provided in Section 3.6(c), such amounts will be applied: (a) to the payment of the principal balance of the Loan on a monthly basis in equal installments during Amended and Restated Revolving Note; (b) then, to the relevant calendar quarterextent that any funds remain, whether via the remittance of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced by an amount equal to or greater than (i) four percent (4%) of the Maximum Loan Amount for each of the first two (2) full calendar quarters following the termination of the Revolving Period, (ii) six percent (6%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quarters.Term Note Three; (c) During then, to the Amortization Periodextent that any funds remain, such funds shall be divided and two-thirds of such amount shall be applied to Term Note One and one-third shall be returned to the Borrowers; provided however, that if Borroweran Event of Default has occurred or is occurring or any event occurred or failed to occur which, in with the passage of time, would give rise to an Event of Default the entire amount of any transaction or series of related transactions, sells or issues any equity or debt securities, Equity Interests or other ownership interests other than in accordance with and pursuant remaining funds will be applied to any employee stock option or similar plan, then Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations Term Loan One and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) Obligations. f. Section 4.1 of the cash proceeds thereof Credit Agreement is hereby amended as follows: (net i) The definition of reasonable, documented, out-of-pocket transaction costs "Amended and expenses and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan Documents.Restated Revolving Note" is hereby added as a new definition:

Other Mandatory Prepayments. (aA) If a Change Upon the consummation of Control occurs that has not been consented to in writing any Asset Sale by the Requisite Lenders Borrower or any Subsidiary of the Borrower (at their sole optionother than (1) prior sales of receivables of MCI Acceptance Corp. permitted pursuant to Section 5.02(e)(iv) or (2) the sale of inventory, notes receivable and leases supporting coach financings, in each case in the ordinary course of business), except to the consummation thereof, on or prior to extent that the first Business Day following the date Net Cash Proceeds of such Change Asset Sale, when combined with the Net Cash Proceeds of Controlall such Asset Sales during the immediately preceding twelve-month period, do not exceed five percent (5.0%) of the Borrower s net tangible assets as of the beginning of such twelve-month period, within three (3) Business Days after the Borrower's or any of its Subsidiaries' (i) receipt of any Net Cash Proceeds from any such Asset Sale, or (ii) conversion to cash or Cash Equivalents of non-cash proceeds (whether principal or interest and including securities, release of escrow arrangements or lease payments) received from any Asset Sale, the Borrower shall prepay make a mandatory prepayment of the Loan and all other Obligations in full in an amount equal to one hundred percent (100%) of such Net Cash Proceeds or such proceeds converted from non-cash together with accrued interest thereon to the date of prepayment and all other amounts owing to Agent and Lenders under the Loan Documentscash or Cash Equivalents. (bB) In addition to Upon the foregoingconsummation of any Financing by the Borrower or any Subsidiary of the Borrower the Net Cash Proceeds of which exceed an aggregate amount for all such Financings after the date hereof of $5,000,000, during within three (3) Business Days after the Amortization PeriodBorrower's or any of its Subsidiaries' receipt of any Net Cash Proceeds from such Financing, the Borrower shall pay down the principal balance make a mandatory prepayment of the Loan on a monthly basis Obligations in an amount equal installments during to one hundred percent (100%) of such Net Cash Proceeds and the relevant calendar quarter, whether via the remittance Commitments shall be automatically and permanently reduced as of proceeds pursuant to Section 2.5(a) or otherwise, so that the principal balance of the Loan will be reduced such date by an amount equal to the amount of such mandatory prepayment; provided, however, (1) no such prepayment shall be required in connection with a refinancing of all or greater than (i) four percent (4%) any portion of the Maximum Loan Amount for each Senior Notes consummated in accordance with the terms of the first two this Agreement, and (2) full calendar quarters following if at the termination time of receipt of such Net Cash Proceeds the Senior Notes shall not have been refinanced or all principal payments on the Senior Notes deferred until at least ninety-one (91) days after the Termination Date, the Commitments shall not be permanently reduced except to the extent that such mandatory prepayment exceeds $25,000,000 and the Borrower's availability under the Commitments shall be suspended in an amount equal to the lesser of the Revolving Period, (ii) six percent (6%) amount of such mandatory prepayment and $25,000,000 to provide for availability under the Maximum Loan Amount for each of Commitments when principal payments become due under the succeeding two (2) full calendar quarters and (iii) seven and one-half percent (7.5%) of the Maximum Loan Amount for each of the succeeding two (2) full calendar quartersSenior Notes. (cC) During Nothing in this Section 2.07(b)(iii) shall be construed to constitute the Amortization Period, if Borrower, in Lenders' consent to any transaction or series referred to in clauses (A) and (B) above which is not expressly permitted by the terms of related transactionsthis Agreement. (D) Each mandatory prepayment required by clauses (A) and (B) of this Section 2.07(b)(iii) shall be referred to herein as a "Designated Prepayment." Designated Prepayments shall be allocated and applied to the Obligations as follows: (I) the amount of each Designated Prepayment shall be applied to repay the Swing Line Loans; and (II) following the payment in full of the Swing Line Loans, sells or issues the amount of each Designated Prepayment shall be applied to repay the other Advances. (E) On the date any equity or debt securitiesDesignated Prepayment is received by the Agent, Equity Interests or other ownership interests other than in accordance with such prepayment shall be applied first to Base Rate Advances and pursuant to any employee stock option or similar plan, Eurodollar Rate Advances maturing on such date and then Borrower shall apply 100% (or such lesser amount as is required to indefeasibly pay subsequently maturing Eurodollar Rate Advances in cash in full the Obligations and all other amounts outstanding under the Loan Documents (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) order of the cash proceeds thereof (net of reasonable, documented, out-of-pocket transaction costs and expenses and taxes) to the prepayment of the Obligations and other amounts outstanding under the Loan Documentsmaturity.