Fifth Amendment Fee. A fully earned and non-refundable fifth amendment fee in the amount of Thirty Five Thousand Dollars ($35,000.00), which shall become due and payable upon the earlier of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).
Fifth Amendment Fee. In connection with the consummation of the Fifth Amendment, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, an amendment fee in the amount of $825,000, which amendment fee shall be fully earned and due and payable in immediately available funds on the Fifth Amendment Effective Date.
Fifth Amendment Fee. Simultaneously with the execution of the Fifth Amendment, in consideration of Agent’s and the Lenders’ agreements in the Fifth Amendment, Borrower shall pay to Agent, for the ratable benefit of the Lenders, a non-refundable amendment fee in the amount equal to the product of (i) 5.00%, multiplied by (ii) the aggregate outstanding principal balance of the Loans on the Fifth Amendment Effective Date (the “Fifth Amendment Fee”), which Fifth Amendment Fee (x) shall be deemed to have been fully earned as of the Fifth Amendment Effective Date, (y) shall be included in the amount of the Obligations as of the Fifth Amendment Effective Date and (z) shall be payable to Agent in cash on the earlier of (A) the consummation of a SPAC Transaction (B) the Payment in Full of the Obligations or (C) the occurrence of an Event of Default.
Fifth Amendment Fee. An amendment fee equal to Fifty-Two Thousand Five Hundred Dollars ($52,500) (the “Fifth Amendment Fee”) which shall be nonrefundable, due on the earliest to occur of (a) the Term Loan Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d).”
3.5 The following sentence hereby is added to the end of Section 4.1 of the Loan Agreement to read as follows: “Borrower further agrees that all Obligations shall be secured by cash held in the Collections Account and Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as such Obligations are outstanding.”
3.6 Section 6.7 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:
Fifth Amendment Fee. The Borrower shall pay to the Agent for the ratable distribution to the Lenders an amendment fee (the “Fifth Amendment Fee”) in the aggregate amount of $567,500, which Fifth Amendment Fee shall be fully earned on the Fifth Amendment Effective Date, and due and payable in equal installments on the first Business Day of each of the 12 consecutive months immediately following the Fifth Amendment Effective Date.”
(g) Section 7.17.1 is amended and restated in its entirety as follows:
Fifth Amendment Fee. The Borrower shall pay to the Administrative Agent for the pro rata account of each Lender a fee in an aggregate amount equal to $1,000,000 (the "FIFTH AMENDMENT FEE") on or before the Termination Date.
Fifth Amendment Fee. A fully-earned, non-refundable final payment, due in connection with the Term Loans, in the aggregate amount of One Hundred Seventy-Five Thousand Dollars ($175,000.00) (the “Fifth Amendment Fee”), payable to the Lenders in accordance with their respective Pro Rata Shares and due on the Fifth Amendment Effective Date; and”
2.3 Section 10 (Notices). The notice information for Collateral Agent in Section 10 of the Loan Agreement hereby is amended and restated as follows: “If to Collateral Agent: OXFORD FINANCE LLC 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Legal Department Fax: (703) 519‑5225 Email: XxxxxXxxxxxxxxx@xxxxxxxxxxxxx.xxx”
2.4 Section 13 (Definitions). The following terms and their respective definitions hereby are added, in appropriate alphabetical order, or amended and restated in their entirety, as applicable, to Section 13.1 of the Loan Agreement as follows:
Fifth Amendment Fee. The Borrowers shall pay to the Administrative Agent a non-refundable amendment fee (the "Fifth Amendment Fee"), for the account of each Lender that shall have delivered to the Administrative Agent a counterpart of the Fifth Amendment signed on behalf of such Lender (or that shall have provided to the Administrative Agent written evidence satisfactory to the Administrative Agent (which may include a telecopy or electronic transmission of a signed signature page of the Fifth Amendment) that such Lender has signed and delivered to the Administrative Agent a counterpart of the Fifth Amendment) prior to 4:00 p.m., New York time, on November 13, 2015 (each such Lender, a "Fifth Amendment Consenting Lender"), in an amount equal to 0.25% of the aggregate principal amount of the outstanding Loans of such Fifth Amendment Consenting Lender as of the Fifth Amendment Effective Date. The Fifth Amendment Fee owing to each Fifth Amendment Consenting Lender (i) shall constitute "Obligations" that are secured by the Collateral, (ii) shall be fully earned as of the Fifth Amendment Effective Date in consideration for such Fifth Amendment Consenting Lender's execution and delivery of the Fifth Amendment, and (iii) shall be payable on the earliest to occur of (A) the Final Maturity Date, (B) the date which all of the Obligations (other than Contingent Indemnification Obligations) are repaid or required to be repaid in full in cash and (C) the date Peekay Boutiques, Inc. shall have consummated the Qualified IPO. Notwithstanding anything in Section 2.06(f) to the contrary, at such time as the Fifth Amendment Fee is earned in accordance with Section 2.06(g), the amount of such Fifth Amendment Fee shall be credited against any Exit Fee that would otherwise accrue after November 15, 2015."
Fifth Amendment Fee. A fully earned and non-refundable fifth amendment fee in the amount of Twenty Five Thousand Dollars ($25,000), which shall become due and payable upon the earliest of: (i) the Maturity Date, (ii) the acceleration of any Term Loan, or (iii) the date on which the Term Loans are fully prepaid pursuant to Section 2.2(c) or (d).
4. The Amortization Table attached to the Disbursement Letter dated as of the Effective Date is hereby amended and restated as set forth on the Amortization Table attached as Exhibit A hereto.
Fifth Amendment Fee. In partial consideration for the Purchaser's agreement to amend the Securities Purchase Agreement, the Term E Note, the Term F Note and the Term D Note Letter Agreement as contemplated by the Amendment Documents, respectively, the Company agrees to pay to the Purchaser on January 10, 2007, a non-refundable amendment fee (the "FIFTH AMENDMENT FEE") in the amount of $500,000. At the request of, and as an accommodation to, the Company, the Purchaser agreed to defer the payment of the Fifth Amendment Fee from the Fifth Amendment Effective Date to January 10, 2007, it being understood and agreed by the Company that the Fifth Amendment Fee shall be deemed fully earned as of the Fifth Amendment Effective Date.
