Company Loan. If the Non-Defaulting Member shall elect to make a loan to the Company as provided in clause (y) of Section 5.3(a) above, the Non-Defaulting Member shall designate such loan as a “Company Loan“. Company Loans shall bear interest (“Company Loan Yield“) at the cumulative annual interest rate (the “Default Rate“) equal to the lesser of (i) 18% per annum and (ii) the maximum rate of interest permitted by applicable law, compounded monthly on the average daily outstanding balance of principal, and shall be paid ahead of any distributions payable to the Members pursuant to Article 7 or Article 12 of this Agreement. Interest expense incurred on any Company Loan shall be treated as an obligation and expense of the Company. Payments on the Company Loans shall be made pro rata in proportion to the principal amount of and any accrued interest on all such Company Loans, and shall be applied first to accrued interest and then to principal.
Company Loan. If any Member does not fund a Required Additional Capital Contribution in accordance with Section 3.2(a) or a Requested Additional Capital Contribution in accordance with Section 3.2(b), then, provided the Non-Defaulting Member has funded its Required Additional Capital Contribution or Requested Additional Capital Contribution, as the case may be, (i) the entire amount of the Required Additional Capital Contribution or Requested Additional Capital Contribution, as the case may be, made by the Non-Defaulting Member shall be deemed a loan to the Company (such loan is referred to herein as a “Non-Defaulting Member Company Loan”), and (ii) the Non-Defaulting Member (which shall expressly not include any Unadmitted Assignees) shall have the right (but not the obligation) to make a loan to the Company in the amount of the Defaulting Member’s entire Required Additional Capital Contribution or Requested Additional Capital Contribution, as the case may be (the amount of the Defaulting Member’s failed Capital Contribution is referred to herein as the “Failed Contribution Amount” and any loan made to the Company by the Non-Defaulting Member with respect to such Failed Contribution Amount is referred to herein as a “Failed Contribution Company Loan” and the Failed Contribution Company Loans together with the Non-Defaulting Member Company Loans are referred to herein as the “Company Loans”), in each case with recourse solely to the Company and its assets. Any Company Loan shall be expressly subordinated to all Member Loans and to any senior credit facility of the Company to the extent required by such senior credit facility, and the Defaulting Member shall bear all reasonable and customary costs and expenses related thereto and to the negotiation and documentation thereof, including reasonable fees and expenses of the counsel and accountants of the Company and the Member making such Company Loan. Any Company Loan shall not be treated as a Capital Contribution by the Member making such Company Loan and shall not increase the Capital Account of such Member or result in any adjustment to the number of Units held by any Member unless and until such Company Loan (or portion thereof) is converted to a Capital Contribution in accordance with Section 3.3(b) or 3.3(c). Subject to the earlier conversion of a Company Loan into a Capital Contribution pursuant to Section 3.3(c), each Company Loan shall have an initial term ending on the applicable First Anniversary Date (and no pri...
Company Loan. Notwithstanding the provisions of Section 6 of the Loan Agreement, dated as of May 17,1999, between the Executive and the Company (the "Loan Agreement"), the Executive shall not be required to prepay the entire Principal Amount (as defined in the Loan Agreement), together with all unpaid accrued interest and other charges properly incurred by the Company thereon (determined in accordance with the Loan Agreement) as of the date of termination, and instead shall be required to prepay such Principal Amount and all unpaid accrued interest other charges properly incurred by the Company thereon (determined in accordance with the Loan Agreement) on the first anniversary of the date of termination. The Loan Agreement shall be amended by the Company and the Executive to reflect the foregoing provision.
Company Loan. (a) Subject to the provisions of subparagraph (b) below, upon request of Optionee made at least three (3) business days prior to the intended exercise date, the Company may (on such exercise date) loan to Optionee an amount equal to the excess of the aggregate option price of the Common Stock which Optionee is then electing to purchase pursuant to the exercise of this Option, or any part hereof, over the aggregate par value of such Common Stock, less any other consideration delivered by Optionee upon such exercise, provided that Optionee shall execute a promissory note for such amount, payable to the order of the Company, in such form as is in accordance with the provisions of the Plan and as is otherwise satisfactory to the Committee.
(b) The Company shall have an obligation to make a loan to Optionee only if the Committee shall have determined, in its sole discretion prior to the exercise date, that such loan should be made, but shall have no such obligation if the Committee shall have thereafter canceled or suspended the operation of the loan provisions of the Plan, or if the loan and/or other loans to be made at such time would exceed any limit on the maximum amount of loans that may be made under the Plan established from time to time by the Committee in its discretion.
(c) Such loan shall further be conditioned upon the delivery by Optionee of such collateral as may be required by the Committee and the execution by Optionee of such stock powers or other instruments which the Committee may deem necessary or advisable in connection with such loan and creation of such security interest.
Company Loan. The purchase price shall be funded by a loan from the ------------ Company to the Employee in substantially the same form as attached hereto. Employee's obligation under the loan shall be secured by the shares purchased under this Agreement. The stock shall be held in custody by the Company or an agent for the Company until the loan has been repaid. The Employee shall deliver a signed, blank stock power to the Company relating thereto.
Company Loan. At the Closing, the Company shall loan to Employee the ------------ principal amount of $2,000,000 pursuant to a note and other instruments and agreements as shall be consistent with the terms of this Section 4(e) (the "Loan"). The Loan shall be repayable on January 15, 2000, shall be prepayable without penalty in whole or in part (including all accrued interest on the principal amount prepaid), and shall bear interest at the Applicable Federal Rate under Section 1274(d) of the Internal Revenue Code of 1986, as amended, as reported by the Internal Revenue Service, on the date the loan is made, payable at maturity or upon prepayment as aforesaid, and compounded semi-annually. The Loan shall be secured by shares of Common Stock owned by Executive having a fair market value on the date the Loan is made of not less than $2,000,000, pursuant to arrangements that permit the release of such shares in order to permit the sale or pledge thereof to raise after-tax proceeds to pay or prepay principal and accrued interest on the Loan at maturity or from time to time before maturity. Executive shall not be personally obligated to pay any principal of or interest on the Loan nor shall any of his assets secure payment of the principal of and interest on the Loan, except for such shares, solely from which the Company shall seek to realize payment in the event of any failure of payment on the part of Executive.
Company Loan. During the Term, upon the written request of Executive, the Company shall disburse to Executive at any time, a loan in an amount of up to $500,000. The loan shall be subject to the following terms and conditions:
(i) the principal amount of the loan shall be due and payable upon the first to occur of (A) 60 days following Executive's Date of Termination and (B) the fifth anniversary of the loan's date of disbursement;
(ii) the loan shall be subject to interest at the applicable Federal rate under Section 1274(d) of the Internal Revenue Code of 1986, as amended, on the date the loan is made;
(iii) interest on the loan shall be payable quarterly as set forth in the agreement evidencing such loan;
(iv) the agreement evidencing such loan shall contain such additional terms and conditions as are reasonably acceptable to Executive in good faith; and
(v) Executive shall not be required to pledge or otherwise hypothecate or encumber any of Executive's personal assets in connection with such loan.
Company Loan. The Company shall, on the Closing Date (as such ------------ term is defined in the Stock Purchase Agreement), loan Executive two million dollars ($2,000,000) (the "Executive Loan"). The Executive Loan shall be unsecured and shall bear interest at a rate set forth in the Note (as defined below). The Executive Loan shall be evidenced by a promissory note (the "Note") executed by Executive in favor of the Company in substantially the form attached hereto as Exhibit C. The outstanding balance of the Executive Loan, if any, and any accrued interest thereon shall be repaid no later than the date which is thirty (30) days following the date of the fifth anniversary from the Closing Date (as such term is defined in the Stock Purchase Agreement). Notwithstanding the foregoing, the outstanding balance of the Executive Loan, if any, and any accrued interest thereon shall automatically be forgiven, and Executive shall have no payment obligation with respect thereto, upon the occurrence of any of the following events:
(a) Executive incurs a Termination Without Cause or a Termination With Good Reason during the Term or a termination for death or disability; or
(b) a Change in Control of the Company occurs during the Term; or
(c) the Company achieves $327 million or more in Gross Operating Revenues (as defined below) during the period beginning on the date of the fourth anniversary of the Closing Date (as such term is defined in the Stock Purchase Agreement) and ending 365 days thereafter (the "Measurement Period"); or
(d) the Company achieves $87 million or more in Consolidated EBITDA (as defined below) during the Measurement Period; or
(e) the Board, in its sole and absolute discretion, determines that the Executive Loan shall be forgiven following the expiration of the Measurement Period.
Company Loan. In the event that either Company or Parent elects to extend the End Date pursuant to Section 8.1(b) hereof as a result of the failure of any of the conditions set forth in Sections 7.1(c) or 7.1(d), within two (2) Business Days of such election, Parent shall provide a term loan to the Company in a principal amount of ten million dollars ($10,000,000), on the terms set forth in the form of Promissory Note attached hereto as Exhibit N (the “Parent Loan”).
Company Loan. Executive has an outstanding loan (the "Company Loan") from the Company (currently $97,600). On January 1st of each year during the Employment Period, 25% of the Company Loan will be forgiven. In the event that Executive's employment with the Company is terminated by the Company without Cause, any outstanding balance under the Company Loan will be forgiven by the Company. In the event that Executive's employment with the Company is terminated under any circumstances other than as described in the preceding sentence, the Company Loan will be converted to a fifteen-year amortization schedule with a five-year balloon payment and will bear interest at the average market rate applicable at such time for a fifteen-year first mortgage residential loan.
