THE LOANS AS OF SEPTEMBER 1, 2006 (I.E. AN EXIT
FEE OF $3,723,184.78 IN THE AGGREGATE). SUCH EXIT FEE SHALL BE (I) IN ADDITION
TO ANY AND ALL AMOUNTS THEN DUE AND PAYABLE AS OF SUCH PAYMENT DATE BY THE
BORROWER AND LOAN PARTIES PURSUANT TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND ANY CONTINGENT OBLIGATIONS WHICH BY THEIR TERMS SURVIVE
TERMINATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND (II) DEEMED FULLY
EARNED AS OF THE WAIVER EFFECTIVE DATE.
(C)
IN ADDITION TO ANY AMOUNTS DUE AND PAYABLE UNDER SECTION 3.1 OF
THE LOAN AGREEMENT (TERM A INTEREST) OR OTHERWISE, THE BORROWER HEREBY AGREES TO
PAY TO THE AGENT, FOR THE RATABLE BENEFIT OF THE TERM LOAN A LENDERS, ON EACH
DATE THAT INTEREST IS DUE AND PAYABLE UNDER SECTION 3.1 (THE "TERM LOAN A
INTEREST PAYMENT DATE") DURING THE PERIOD COMMENCING SEPTEMBER 1, 2006 AND
ENDING ON AUGUST 31, 2007, AN AMOUNT (THE "TERM LOAN A INTEREST DIFFERENTIAL")
EQUAL TO THE DIFFERENCE BETWEEN (I) THE AMOUNT OF INTEREST DUE AND PAYABLE BY
THE BORROWER PURSUANT TO SECTION 3.1(A) OF THE LOAN AGREEMENT ON SUCH TERM LOAN
A INTEREST PAYMENT DATE (WITHOUT REGARD TO THE IMPOSITION OF ANY DEFAULT RATE OF
INTEREST UNDER SECTION 3.3 OF THE LOAN AGREEMENT AND SUBJECT TO ADJUSTMENT AS
PROVIDED IN THE LAST SENTENCE OF THIS SECTION 4(C)) AND (II) AN AMOUNT EQUAL TO
A RATE PER ANNUM EQUAL TO THREE MONTH LIBOR PLUS 3.25% ON THE UNPAID PRINCIPAL
AMOUNT OF THE TERM LOAN A DURING THE FISCAL QUARTER LAST ENDED PRIOR TO SUCH
TERM LOAN A INTEREST PAYMENT DATE. THE TERM LOAN A INTEREST DIFFERENTIAL SHALL
BE PAYABLE ON EACH TERM LOAN A INTEREST PAYMENT DATE IN KIND BY EACH TERM LOAN A
LENDER'S PRO RATA AMOUNT OF THE
5
Term Loan A Interest Differential being automatically added to the principal
amount of such Term Loan A Lender's Loan on such Term Loan A Interest Payment
Date.
The Borrower hereby agrees that the Term Loan A Interest Differential
amount due under this Section 4(c) for the period commencing on September 1,
2006 and ending on the Term Loan A Interest Payment Date relating to the Fiscal
Quarter ending September 30, 2006 (the "October 2006 Term Loan A Interest
Payment Date") shall be automatically added to the principal amount of such Term
Loan A Lender's Loan on the Waiver Effective Date if the Waiver Effective Date
is after the October 2006 Term Loan A Interest Payment Date or otherwise shall
be automatically added to the principal amount of such Term Loan A Lender's Loan
on the October 2006 Term Loan A Interest Payment Date. The Borrower hereby
further agrees that the Term Loan A Interest Differential shall be due and
payable for the period commencing July 2, 2007 and ending August 31, 2007 and
shall be payable as provided above on the October 1, 2007 Interest Payment Date.
The parties hereto further agree that in the event that the Borrower is