Common use of Acquisition Term Loan Clause in Contracts

Acquisition Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make a single cash advance (the “Acquisition Term Loan”) to Parent in an original principal amount of up to Six Million Dollars ($6,000,000) and no less than Three Million Dollars ($3,000,000). The proceeds of the Acquisition Term Loan shall be used to finance the acquisition of Target. (ii) Interest shall accrue from the date the Acquisition Term Loan is made to Parent (the “Funding Date”) at the rate specified in Section 2.3. Payments of interest only shall be made monthly in arrears on the tenth day of each month for the first six months following the Funding Date. Thereafter, the Acquisition Term Loan shall be payable in fifty-four (54) monthly installments of principal (each, a “Scheduled Payment”), plus all accrued interest, beginning on the tenth day of the seventh month following the Funding Date in accordance with the payment schedule set forth below, and continuing on the same day of each month thereafter through the fifth anniversary of the Funding Date (the “Acquisition Term Loan Maturity Date”), at which time all amounts owing under this Section 2.1(b) and any other amounts related thereto shall be immediately due and payable. Scheduled Payments 1 – 12: [11.12% of the Acquisition Term Loan divided by 6] Scheduled Payments 13 – 54: [22.22% of the Acquisition Term Loan divided by 12] (iii) Borrowers shall have the option to prepay all but not less than all of the Acquisition Term Loan provided that Borrowers provide written notice to Bank of its election to prepay the Acquisition Term Loan at least ten (10) days prior to such prepayment, and pays, on the date of such prepayment, (1) the outstanding principal amount of the Acquisition Term Loan being repaid, plus (2) all accrued interest thereon, plus (3) all other sums, if any, that shall have become due and payable under the Loan Documents and relate to such Acquisition Term Loan, plus (4) the Prepayment Fee. The Acquisition Term Loan once repaid, may not be reborrowed. (iv) Bank’s obligation to make the Acquisition Term Loan to Parent is conditioned upon Bank’s receipt of the following, each in form and substance satisfactory to Bank: (1) the executed asset purchase agreement, together with all material schedules, exhibits and ancillary documents entered into in connection therewith; (2) subordination agreement duly executed by the shareholders of Target; and (3) an Acquisition Term Loan Request Form in the form of Exhibit B-1, executed by a Responsible Officer or its designee.

Acquisition Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to Lender shall make a single cash advance (term loan to the “Acquisition Term Loan”) to Parent Borrower in an original principal amount of up to Six Fourteen Million Dollars ($6,000,00014,000,000.00) and no less than Three Million Dollars ($3,000,000the "ACQUISITION TERM LOAN"). The proceeds Acquisition Term Loan shall be evidenced by, and repaid in accordance with a single promissory note of Borrower in the form attached hereto as Exhibit G duly completed, executed and delivered to Lender, in the principal amount of $14,000,000.00 (such promissory note is referred to herein as the "ACQUISITION TERM NOTE") payable to Lender and maturing on June 30, 2005. Borrower shall make monthly payments of accrued interest commencing on August 1, 1998 and on the first Business Day of each month thereafter until the Acquisition Term Loan is repaid in full. Borrower shall make mandatory scheduled principal payments under the Acquisition Term Note monthly in the amount of (a) $83,333.33 per month, commencing July 1, 1999 and continuing on the first day of each succeeding month thereafter through and including June 1, 2002, (b) $250,000 commencing on July 1, 2002 and continuing on the first day of each succeeding month thereafter through and including June 1, 2003 and (c) $333,333.33 per month commencing on July 1, 2003 and continuing on the first day of each succeeding month thereafter through and including June 1, 2005 except that if not sooner paid, the principal amount, together with all accrued but unpaid interest thereon, shall be due and payable on June 30, 2005. Additionally, if at any time after June 30, 1999 the Borrower's Debt Service Ratio (as defined in Section 10 of Exhibit A) exceeds 1.3 to 1.0 based on Borrower's June 30 and December 31 financial statements, the Borrower shall pay Lender an amount equal to fifty (50%) percent of the amount of earnings which when deducted from the Debt Service Ratio calculation would provide for a Debt Service Ratio of 1.3 to 1.0. Such excess amount will be used to first pay down the principal balance of the Acquisition Term Loan in the inverse order of maturity and then to pay down the principal balance of the Second Term Loan, Term Loan, Equipment Loan or Equipment Loan IV ("OTHER TERM DEBT") as determined by Lender in its sole discretion. Furthermore, in the event of a public offering of capital stock or other equity of Borrower, including without limitation a secondary offering thereof, a minimum of $11,000,000 of the proceeds of such offering, after allowance for ordinary and customary underwriting expenses, shall be used to finance first pay down the acquisition of Target. (ii) Interest shall accrue from the date the Acquisition Term Loan is made to Parent (the “Funding Date”) at the rate specified in Section 2.3. Payments of interest only shall be made monthly in arrears on the tenth day of each month for the first six months following the Funding Date. Thereafter, the Acquisition Term Loan shall be payable in fifty-four (54) monthly installments of principal (each, a “Scheduled Payment”), plus all accrued interest, beginning on the tenth day of the seventh month following the Funding Date in accordance with the payment schedule set forth below, and continuing on the same day of each month thereafter through the fifth anniversary of the Funding Date (the “Acquisition Term Loan Maturity Date”), at which time all amounts owing under this Section 2.1(b) and any other amounts related thereto shall be immediately due and payable. Scheduled Payments 1 – 12: [11.12% balance of the Acquisition Term Loan divided by 6] Scheduled Payments 13 – 54: [22.22% of the Acquisition Term Loan divided by 12] (iii) Borrowers shall have the option to prepay all but not less than all of the Acquisition Term Loan provided that Borrowers provide written notice to Bank of its election to prepay the Acquisition Term Loan at least ten (10) days prior to such prepayment, and pays, on the date of such prepayment, (1) the outstanding principal amount of the Acquisition Term Loan being repaid, plus (2) all accrued interest thereon, plus (3) all other sums, if any, that shall have become due and payable under the Loan Documents and relate to such Acquisition Term Loan, plus (4) the Prepayment Fee. The Acquisition Term Loan once repaid, may not be reborrowed. (iv) Bank’s obligation to make the Acquisition Term Loan to Parent is conditioned upon Bank’s receipt of the following, each in form and substance satisfactory to Bank: (1) the executed asset purchase agreement, together with all material schedules, exhibits and ancillary documents entered into in connection therewith; (2) subordination agreement duly executed by the shareholders of Target; and (3) an Acquisition Term Loan Request Form in the form inverse order of Exhibit B-1, executed maturity and then to pay down Other Term Debt of Borrower to Lender as determined by a Responsible Officer or Lender in its designeesole discretion.

Acquisition Term Loan. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make a single cash advance (the “Acquisition Term Loan”) to Parent in an original principal amount of up to Six Million Dollars ($6,000,000) and no less than Three Million Dollars ($3,000,000). The proceeds of the Acquisition Term Loan shall be used to finance the acquisition of Target. (ii) Interest shall accrue from the date the Acquisition Term Loan is made to Parent (the “Funding Date”) at the rate specified in Section 2.3. Payments of interest only shall be made monthly in arrears on the tenth day of each month for the first six months following the Funding Date. Thereafter, the Acquisition Term Loan shall be payable in fifty-four (54) monthly installments of principal (each, a “Scheduled Payment”), plus all accrued interest, beginning on the tenth day of the seventh month following the Funding Date in accordance with the payment schedule set forth below, and continuing on the same day of each month thereafter through the fifth anniversary of the Funding Date (the “Acquisition Term Loan Maturity Date”), at which time all amounts owing under this Section 2.1(b) and any other amounts related thereto shall be immediately due and payable. Scheduled Payments 1 – 12: [11.12% of the Acquisition Term Loan divided by 6] Scheduled Payments 13 – 54: [22.22% of the Acquisition Term Loan divided by 12] ] (iii) Borrowers shall have the option to prepay all but not less than all of the Acquisition Term Loan provided that Borrowers provide written notice to Bank of its election to prepay the Acquisition Term Loan at least ten (10) days prior to such prepayment, and pays, on the date of such prepayment, (1) the outstanding principal amount of the Acquisition Term Loan being repaid, plus (2) all accrued interest thereon, plus (3) all other sums, if any, that shall have become due and payable under the Loan Documents and relate to such Acquisition Term Loan, plus (4) the Prepayment Fee. The Acquisition Term Loan once repaid, may not be reborrowed. (iv) Bank’s obligation to make the Acquisition Term Loan to Parent is conditioned upon Bank’s receipt of the following, each in form and substance satisfactory to Bank: (1) the executed asset purchase agreement, together with all material schedules, exhibits and ancillary documents entered into in connection therewith; (2) subordination agreement duly executed by the shareholders of Target; and (3) an Acquisition Term Loan Request Form in the form of Exhibit B-1, executed by a Responsible Officer or its designee.

Acquisition Term Loan. (i) Subject to and upon the terms and conditions of this Agreementhereof, the Bank agrees to make a single cash advance (term loan to the “Acquisition Term Loan”) Borrower in the amount of $2,800,000, the proceeds of which shall be applied to Parent in an original repay the principal amount of up the Revolving Advances under the Prior Loan Agreement that was used to Six Million Dollars enable Borrower to purchase certain assets and liabilities of Certified Media Corporation, a California corporation. (a) The Acquisition Term Loan shall be evidenced by a single promissory note of the Borrower to the order of the Bank in the principal amount of $6,000,0002,800,000 and dated as of the date hereof (the "Acquisition Term Note"). (b) and no less than Three Million Dollars The Acquisition Term Loan shall bear interest at either ($3,000,000i) the Floating Rate, or (ii) at the Borrower's option, a fixed rate of 2.375% per annum plus the highest published "Ask Yield" of any U.S. Treasury Bond having a maturity date closest to the maturity date of the Acquisition Term Note, as set forth in the most recent edition of THE WALL STREET JOURNAL published prior to the date on which such rate is fixed (the "Fixed Rate"). Upon the occurrence of an Event of Default, the principal balance of the Acquisition Term Loan shall bear interest at one percent (1%) in excess of the otherwise applicable rate. (c) Interest on the Acquisition Term Loan shall be paid monthly in arrears on the first day of each month beginning October 1, 1997. The proceeds principal balance of the Acquisition Term Loan shall be used to finance the acquisition of Target. paid quarterly in twenty (ii20) Interest shall accrue from the date the Acquisition Term Loan is made to Parent (the “Funding Date”) at the rate specified in Section 2.3. Payments of interest only shall be made monthly in arrears on the tenth day of each month for the first six months following the Funding Date. Thereafter, the Acquisition Term Loan shall be payable in fifty-four (54) monthly installments of principal ($140,000 each, a “Scheduled Payment”)commencing on October 1, plus all accrued interest, beginning on the tenth day of the seventh month following the Funding Date in accordance with the payment schedule set forth below, 1997 and continuing on the same last day of each month thereafter through January, April, July and October. (d) So long as the fifth anniversary Borrower has not fixed the rate of the Funding Date (the “Acquisition Term Loan Maturity Date”)Loan, the Borrower may at which any time and from time to time prepay all amounts owing under this Section 2.1(b) and any other amounts related thereto shall be immediately due and payable. Scheduled Payments 1 – 12: [11.12% or a portion of the Acquisition Term Loan divided by 6] Scheduled Payments 13 – 54: [22.22% without premium or penalty. If, however, the Borrower has fixed the rate of the Acquisition Term Loan divided by 12] Loan, then Borrower shall pay to Bank the Prepayment Indemnity (iiias defined below) Borrowers shall have on the option principal to prepay all but not less than all be prepaid, plus interest accrued under the Note through Bank's receipt of such Prepayment Indemnity. In the event of a partial prepayment, the principal component of the Acquisition Term Loan provided that Borrowers provide written notice to Bank of its election to prepay Prepayment Indemnity shall be applied against the Acquisition Term Loan at least ten (10) days prior to such prepayment, and pays, on the date of such prepayment, (1) the outstanding scheduled principal amount of the Acquisition Term Loan being repaid, plus (2) all accrued interest thereon, plus (3) all other sums, if any, that shall have become due and payable under the Loan Documents and relate to such Acquisition Term Loan, plus (4) the Prepayment Fee. The Acquisition Term Loan once repaid, may not be reborrowed. (iv) Bank’s obligation to make the Acquisition Term Loan to Parent is conditioned upon Bank’s receipt of the following, each in form and substance satisfactory to Bank: (1) the executed asset purchase agreement, together with all material schedules, exhibits and ancillary documents entered into in connection therewith; (2) subordination agreement duly executed by the shareholders of Target; and (3) an Acquisition Term Loan Request Form payments in the form inverse order of Exhibit B-1, executed by a Responsible Officer or its designeetheir maturities.