IN CONNECTION WITH THE CANCELLATION OF THE FACILITY.
4
INTEREST
4.1
RATE
Subject to clause 4.3, the Borrower must pay interest on an Advance for each
Interest Period at a rate equal to the Interest Rate.
4.2
CALCULATION
Interest will accrue daily from and including the first day which an Advance is
provided until that Advance is repaid and be calculated on the basis of a
365 day year.
4.3
PAYMENT
THE BORROWER WILL PAY INTEREST ACCRUED ON EACH ADVANCE TO THE LENDER IN ARREARS
ON THE LAST DAY OF EACH CALENDAR MONTH.
4.4
MARGIN REDUCTION
(A)
SUBJECT TO CLAUSE 4.4(B) AND (C), THE MARGIN PAYABLE IN RESPECT OF
TRANCHE A ADVANCES AND TRANCHE B ADVANCES WILL BE REDUCED BY 1.00% PER ANNUM
(MARGIN REDUCTION) IF:
(1)
ON 30 JUNE 2008, EBITDA FOR THE PREVIOUS 12 MONTH PERIOD IS AT
LEAST $6,000,000; OR
(2)
ON 31 DECEMBER 2008, EBITDA FOR THE PREVIOUS 12 MONTH PERIOD IS AT
LEAST $6,250,000.
(B)
THE MARGIN REDUCTION:
(1)
IS NOT CUMULATIVE AND WILL ONLY OCCUR ONCE, TO A MAXIMUM MARGIN
REDUCTION OF 1.00% PER ANNUM, UNLESS OTHERWISE AGREED BY THE LENDER;
(2)
WILL NOT OCCUR IF AN EVENT OF DEFAULT IS SUBSISTING; AND
(3)
WILL APPLY FROM THE FIRST INTEREST PERIOD FOLLOWING THE PRODUCTION
OF THE RELEVANT FINANCIAL STATEMENTS IN ACCORDANCE WITH CLAUSE 9.10(C) SHOWING
THAT THE BORROWER HAS COMPLIED WITH ONE OF THE TESTS SET OUT IN CLAUSE 4.4(A)(1)
OR (2).
(C)
IN THIS CLAUSE, 'EBITDA' (AND ITS CONSTITUENT DEFINITIONS) HAVE
THE SAME MEANING AS IN CLAUSE 9.14 AND EBITDA IS TO BE CALCULATED IN ACCORDANCE
WITH CLAUSE 9.15.
4
5
REPAYMENT, PREPAYMENT AND CANCELLATION
5.1
REPAYMENT OF THE ADVANCES
(A)
SUBJECT TO CLAUSES 5.1(B) AND 5.5, THE BORROWER MUST REPAY THE
PRINCIPAL OUTSTANDING UNDER TRANCHE A IN EQUAL MONTHLY INSTALMENTS OF $160,000
COMMENCING ON 31 MARCH 2008 AND ON THE LAST DAY OF EACH CALENDAR MONTH
THEREAFTER UNTIL (AND INCLUDING) THE TERMINATION DATE.
(B)
THE BORROWER MUST REPAY THE PRINCIPAL OUTSTANDING FROM TIME TO TIME
TO ENSURE THAT IT COMPLIES AT ALL TIMES WITH ITS OBLIGATIONS UNDER CLAUSE 9.13
(FINANCIAL COVENANTS).
5.2
TERMINATION DATE
The Borrower must repay all Money Owing under or in connection with the Finance
Documents on or prior to the Termination Date.
5.3
VOLUNTARY PREPAYMENT OR REPAYMENT
(A)
SUBJECT TO CLAUSE 5.3(B), THE BORROWER MAY NOT MAKE ANY PARTIAL
PREPAYMENTS IN RESPECT OF TRANCHE A.
(B)
THE BORROWER MAY PREPAY ALL OF THE PRINCIPAL OUTSTANDING OR REPAY
ANY PART OF THE PRINCIPAL OUTSTANDING IN RESPECT OF TRANCHE B, PROVIDED THAT:
(1)
THE LENDER HAS RECEIVED AT LEAST:
(A)
10 BUSINESS DAYS' PRIOR NOTICE FROM THE BORROWER IF THE PREPAYMENT
IS ALL OF THE PRINCIPAL OUTSTANDING; OR
(B)
3 BUSINESS DAYS' PRIOR NOTICE FROM THE BORROWER IF THE REPAYMENT
IS PART OF THE PRINCIPAL OUTSTANDING IN RESPECT OF TRANCHE B,
in each case, specifying the proposed date and amount of the prepayment or
repayment;
(2)
IF A PARTIAL REPAYMENT OF TRANCHE B, THE REPAYMENT IS IN A MINIMUM