Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Adjusted EBITDA" means, for any period of determination, the net income (or net loss) of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP, plus, without duplication and to the extent deducted in determining net income, the sum of (a) interest

Section 1.02 — Interpretation For purposes of this Agreement, unless the context otherwise requires: (a) the words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision hereof; (b) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (c) whenever the c

Section 1.03 — Accounting Terms and GAAP All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP as in effect on the Signing Date. If at any time any change in GAAP would affect the computat

Section 1.04 — Rounding Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). For the avo

Section 1.05 — Times of Day Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern Time).

Section 2.01 — Mezzanine Term Loan Commitment Subject to the terms and conditions set forth herein, the Mezzanine Lender agrees to make a single-draw mezzanine term loan (the "Loan") to the Borrower on the Closing Date in the aggregate principal amount of One Hundred Twenty Million Dollars ($120,000,000). The Loan shall be funded in a single advance on the Closing Date. Amounts repaid or prepaid in respect of the Loa

Section 2.02 — Borrowing Procedures (a) The Borrower shall deliver to the Mezzanine Lender an irrevocable Borrowing Request, substantially in the form of Exhibit A hereto, executed by a Responsible Officer of the Borrower, no later than three (3) Business Days prior to the requested Borrowing Date (i.e., the Closing Date). The Borrowing Request shall specify (i) the date on which the Loan is to be funded (which shall

Section 2.03 — Interest (a) Applicable Rate. The Loan shall bear interest at the Applicable Rate of 1,100 basis points (11.00%) per annum, which shall be comprised of (i) the Cash Interest Rate of 850 basis points (8.50%) per annum, payable in cash as provided in Section 2.03(b), and (ii) the PIK Rate of 250 basis points (2.50%) per annum, compounding quarterly and added to the outstanding principal balance of the Lo

Section 2.04 — Repayment of Principal The entire outstanding principal balance of the Loan (including all accrued and capitalized PIK Interest theretofore added to the outstanding principal balance) shall be due and payable in full on the Maturity Date (September 29, 2029). There shall be no scheduled amortization of the Loan. The Borrower shall, on the Maturity Date, pay to the Mezzanine Lender (a) the entire outsta

Section 2.05 — Voluntary Prepayment (a) Right to Prepay. The Borrower may, at its option, prepay the Loan in whole or in part at any time and from time to time, subject to (i) payment of the Prepayment Premium set forth in Section 2.05(b), (ii) the minimum prepayment amount and notice requirements set forth herein, and (iii) the terms of the Intercreditor Agreement. Each partial prepayment shall be in a minimum princ

Section 2.06 — Mandatory Prepayment (a) Change of Control. Upon the occurrence of a Change of Control, the Borrower shall prepay the Loan in full at a price equal to 103% of the outstanding principal amount of the Loan (including all PIK Interest theretofore added to the outstanding principal balance), plus all accrued and unpaid Cash Interest through the date of prepayment, plus all other Obligations then due and ow

Section 2.07 — Commitment Fee The Borrower shall pay to the Mezzanine Lender a commitment fee (the "Commitment Fee") in an amount equal to 2.00% of the Commitment amount, which equals Two Million Four Hundred Thousand Dollars ($2,400,000) ($120,000,000 multiplied by 2.00%). The Commitment Fee shall be payable on the Closing Date in immediately available funds, and may be netted from the proceeds of the Loan at the el

Section 2.08 — Computation of Interest All interest hereunder (including Cash Interest and PIK Interest) shall be computed on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day) in the period for which such interest is payable (Actual/360). Each determination by the Mezzanine Lender of the amount of interest payable hereunder shall be conclusive a

Section 2.09 — Evidence of Indebtedness The Mezzanine Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Mezzanine Lender resulting from the Loan, including the amounts of principal, PIK Interest additions to principal, Cash Interest, and payments received by the Mezzanine Lender from time to time in respect of the Obligations. The ent

Section 2.10 — Payments Generally (a) All payments of principal, interest, fees, and other amounts to be made by the Borrower under this Agreement shall be made in lawful money of the United States of America, in immediately available funds, without set-off, deduction, or counterclaim, to such account as the Mezzanine Lender shall from time to time designate by written notice to the Borrower. (b) Any payment received

Section 2.11 — Taxes (a) Payments Free and Clear. All payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of the Borrower) requires the deduction or withholding of any Tax from any such payment by the Borrower, then the Bo

ARTICLE III — CONDITIONS PRECEDENT

Section 3.01 — Conditions to Signing The effectiveness of this Agreement is subject to the satisfaction (or waiver by the Mezzanine Lender in its sole discretion) of the following conditions precedent on or prior to the Signing Date: (a) Loan Documents. The Mezzanine Lender shall have received counterparts of this Agreement, the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Parent Equ