Common use of Mandatory Repayments of Revolving Credit Loans Clause in Contracts

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the --------- ---------- -- --------- ------ ----- sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Revolver Commitment then the Borrower shall immediately pay the amount of such excess to the Agent for the respective accounts of the Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans; and third, to provide to the Agent cash collateral for Reimbursement Obligations as contemplated by (S)4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Bank's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event AmeriKing or any of its Subsidiaries receives any Net Sale Proceeds from (a) the sale or other disposition of assets permitted by (S)9.5.2 which Net Sale Proceeds are required by (S)9.5.2 to be repaid to the Agent hereunder; (b) cash proceeds from the sale of any of the capital stock of AmeriKing or any of its Subsidiaries or any other equity issuance by AmeriKing or any of its Subsidiaries; (c) cash proceeds from the incurrence of Subordinated Debt; or (d) insurance proceeds (excluding (i) proceeds used for repair or replacement of Capital Assets destroyed or damaged in whole or in part and (ii) business interruption claims up to an aggregate amount of not more than $250,000 in any fiscal year), such amounts shall be paid to the Agent for the pro rata accounts --- ---- of the Banks to be applied to the outstanding Revolving Credit Loans and the Total Revolver Commitment concurrently shall be permanently reduced by such amount. (b) As of the Closing Date and then on the last day of each succeeding fiscal quarter set forth in the table below, the Borrower shall further repay the Revolving Credit Loans and, if all Revolving Credit Loans have been repaid, provide cash collateral for the Letters of Credit, in the amount by which (i) the sum of the Borrower's and its Subsidiaries' cash and Cash Equivalents on such date plus the sum of the Total Revolver Availability exceeds ---- (ii) the maximum amount set forth opposite such date in such table (each such amount for each applicable quarter being hereinafter referred to as a "Revolver Reduction Amount"): ---------------------------------------------------------- Closing Date or Fiscal Maximum Amount Quarter End ---------------------------------------------------------- 6/29/01 $14,000,000 ---------------------------------------------------------- 9/24/01 $13,000,000 ---------------------------------------------------------- 12/31/01 $12,000,000 ---------------------------------------------------------- 3/25/02 $10,000,000 ---------------------------------------------------------- The Total Revolver Commitment shall be permanently reduced on each such date by the Revolver Reduction Amount for such quarter.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the --------- ---------- -- --------- ------ ----- sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Revolver Commitment Commitment, then the Borrower shall immediately pay the amount of such excess to the Agent for the respective accounts of the Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans; and third, to provide to the Agent cash collateral for Reimbursement Obligations as contemplated by (S)4.2(bss 4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Bank's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event AmeriKing the Borrower or any of its Subsidiaries receives any (a) Net Cash Sale Proceeds from (a) the sale or other disposition of assets permitted by (S)9.5.2 which Net Sale Proceeds are required by (S)9.5.2 to be repaid to the Agent hereunderany Asset Sales; (b) cash proceeds from of insurance claims which have not been reinvested by the sale Borrower or such Subsidiary in replacement assets or to repair the asset so damaged, as the case may be, with 180 days of any receipt by such Person of the capital stock of AmeriKing such proceeds or any of its Subsidiaries or any other equity issuance by AmeriKing or any of its Subsidiaries; (c) cash proceeds Net Cash Proceeds from any Equity Issuances (other than Net Cash Proceeds received by the incurrence of Subordinated Debt; or (d) insurance proceeds (excluding (i) proceeds used for repair or replacement of Capital Assets destroyed or damaged in whole or in part and (ii) business interruption claims up to Borrower from an aggregate amount of not more than $250,000 in any fiscal year), such amounts shall be paid employee pursuant to the Agent for the pro rata accounts --- ---- of the Banks to be applied to the outstanding Revolving Credit Loans and the Total Revolver Commitment concurrently shall be permanently reduced exercise by such amount. (bemployee of any stock options, warrants or similar rights held by such employee under an employee and/or management stock option plan) As of by the Borrower and its Subsidiaries after the Closing Date and then on the last day of each succeeding fiscal quarter set forth in the table belowDate, the Borrower shall further repay shall, immediately upon receipt thereof, make a prepayment of principal on the Revolving Credit Loans andin an amount equal to 100% of such Net Cash Sale Proceeds, if all proceeds of insurance claims or Net Cash Proceeds, as the case may be, to reduce the outstanding amount of such Revolving Credit Loans have been repaid, provide cash collateral for the Letters of Credit, in the amount by which (i) the sum of the Borrower's and its Subsidiaries' cash and Cash Equivalents on such date plus the sum of the Total Revolver Availability exceeds ---- (ii) the maximum amount set forth opposite such date in such table (each such amount for each applicable quarter being hereinafter referred to as a "Revolver Reduction Amount"): ---------------------------------------------------------- Closing Date or Fiscal Maximum Amount Quarter End ---------------------------------------------------------- 6/29/01 $14,000,000 ---------------------------------------------------------- 9/24/01 $13,000,000 ---------------------------------------------------------- 12/31/01 $12,000,000 ---------------------------------------------------------- 3/25/02 $10,000,000 ---------------------------------------------------------- The Total Revolver Commitment shall be permanently reduced on each such date by the Revolver Reduction Amount for such quarterLoans.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the --------- ---------- -- --------- ------ ----- sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Revolver Commitment at such time, then the Borrower shall immediately pay the amount of such excess to the Administrative Agent for the respective accounts of the Banks Lenders for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans; and third, to provide to the Administrative Agent cash collateral for Reimbursement Obligations as contemplated by (S)4.2(b) and (c)§4. 1. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the BanksLenders, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Bank's Lender’s Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in . (b) Concurrently with the event AmeriKing receipt by the Borrower or any of its Subsidiaries receives any Restricted Subsidiary of: (i) Net Cash Sale Proceeds from Asset Sales (aother than (A) the sale sale, lease, license or other disposition of assets permitted in the ordinary course of business consistent with past practices, (B) Asset Sales made in connection with the Sale-Leaseback Transaction and the FFCA Mortgage Financing, (C) Excess Properties Sales, or (D) Permitted Unit Sales), the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Net Cash Sale Proceeds; provided, however, that the Borrower may, at its option (as elected by the Borrower in writing to the Administrative Agent on or prior to the event giving rise to such Net Cash Sale Proceeds), so long as in each fiscal year (S)9.5.2 which commencing with the 2005 fiscal year) the aggregate amount of such Net Cash Sale Proceeds are required reinvested by the Borrower pursuant to this clause (S)9.5.2 i) shall not exceed $2,000,000 and so long as no Default shall have occurred and be continuing, reinvest (or commit to reinvest as evidenced by a binding written contract upon terms reasonably acceptable to the Administrative Agent) such Net Cash Sale Proceeds in Capital Expenditures to be repaid used in the business of the Borrower and its Restricted Subsidiaries within 180 days of receipt thereof (the “Asset Sale Capital Expenditure Proceeds”); provided, further, however, that any Net Cash Sale Proceeds not so reinvested (or committed to be reinvested upon terms reasonably acceptable to the Agent hereunder; (bAdministrative Agent) cash proceeds from within 180 days of receipt thereof shall be immediately applied to the sale of any prepayment of the capital stock Loans as set forth in § 3.4; (ii) Net Cash Equity Issuance Proceeds of AmeriKing the Borrower or any of its Subsidiaries or any other equity issuance by AmeriKing Restricted Subsidiaries, the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to seventy-five percent (75%) of such Net Cash Equity Issuance Proceeds; (iii) Net Cash Debt Issuance Proceeds of the Borrower or any of its Restricted Subsidiaries (other than any Net Cash Debt Issuance Proceeds of Indebtedness permitted pursuant to §9.1), the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Net Cash Debt Issuance Proceeds; or (iv) Net Casualty Proceeds in excess of $500,000 in the aggregate of the Borrower or any of its Restricted Subsidiaries, the Borrower shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Net Casualty Proceeds; provided, however, the Borrower may, at its option (c) cash proceeds as elected by the Borrower in writing to the Administrative Agent within 90 days from the incurrence event giving rise to such Net Casualty Proceeds) commit (as evidenced by a binding written contract) such Net Casualty Proceeds within 180 days of Subordinated Debt; or (d) insurance receipt of such proceeds (excluding (i) proceeds used for to the repair or replacement of Capital Assets the property so damaged, destroyed or damaged in whole or in part and (ii) business interruption claims up to an aggregate amount of not more than $250,000 in any fiscal year)taken, and, if so committed, such amounts repair or replacement of the property so damaged, destroyed or taken shall have been commenced within 270 days of receipt of such proceeds pursuant to such binding written contract; provided, further, however, that any Net Casualty Proceeds not so reinvested, or committed to be so reinvested, as the case may be, shall be paid to the Agent for the pro rata accounts --- ---- of the Banks to be immediately applied to the prepayment of the Loans as set forth in §3.4; (c) The Borrower shall repay in full to the Revolving Credit Lenders all principal amounts outstanding under the Revolving Credit Loans on or after May 1 and on or before June 15 of each calendar year during the term hereof, commencing with the 2006 calendar year, such that as of June 15 of each such calendar year (or the next Business Day, if, in any year, June 15 is not a Business Day) and for a period of not less than 15 consecutive days immediately following the date of such repayment, the amount of all outstanding Revolving Credit Loans and the Total Revolver Commitment concurrently (excluding all Unpaid Reimbursement Obligations) shall be permanently reduced by such amount. (b) As zero. Such payments shall not be made from the proceeds of the Closing Date and then on the last day of each succeeding fiscal quarter set forth in the table below, the Borrower shall further repay the Revolving Credit Loans and, if all Revolving Credit Loans have been repaid, provide cash collateral for the Letters of Credit, in the amount by which (i) the sum of the Borrower's and its Subsidiaries' cash and Cash Equivalents on or any other Indebtedness unless such date plus the sum of the Total Revolver Availability exceeds ---- (ii) the maximum amount set forth opposite such date in such table (each such amount for each applicable quarter being hereinafter referred Indebtedness is permitted pursuant to as a "Revolver Reduction Amount"): ---------------------------------------------------------- Closing Date or Fiscal Maximum Amount Quarter End ---------------------------------------------------------- 6/29/01 $14,000,000 ---------------------------------------------------------- 9/24/01 $13,000,000 ---------------------------------------------------------- 12/31/01 $12,000,000 ---------------------------------------------------------- 3/25/02 $10,000,000 ---------------------------------------------------------- The Total Revolver Commitment shall be permanently reduced on each such date by the Revolver Reduction Amount for such quarter§ 9.1.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the --------- ---------- -- --------- ------ ----- sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and Amount, all Unpaid Reimbursement Obligations and the aggregate face amount of all outstanding Bankers' Acceptances exceeds the Total Revolver Commitment Commitment, then the Borrower Borrowers shall immediately pay the amount of such excess to the Agent for the respective accounts of the Banks and the Fronting Bank for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans; and third, to provide to the Agent cash collateral for Reimbursement Obligations as contemplated by (S)4.2(bSection 5.2(b) and (c) and outstanding Bankers' Acceptances as contemplated by Section 4.5(a). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Bank's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event AmeriKing of the repurchase by Ericsson of all or any of its Subsidiaries receives any Net Sale Proceeds from (a) the sale or other disposition of assets permitted by (S)9.5.2 which Net Sale Proceeds are required by (S)9.5.2 to be repaid to the Agent hereunder; (b) cash proceeds from the sale of any portion of the assets or capital stock of AmeriKing or any Flextronics Sweden pursuant to Section M.1 of its Subsidiaries or any other equity issuance by AmeriKing or any of its Subsidiaries; (c) cash proceeds from the incurrence of Subordinated Debt; or (d) insurance proceeds (excluding (i) proceeds used for repair or replacement of Capital Assets destroyed or damaged in whole or in part and (ii) business interruption claims up to an aggregate amount of not more than $250,000 in any fiscal year)Ericsson General Purchase Agreement, such amounts the Company shall be paid pay to the Agent for the pro rata respective accounts --- ---- of the Banks an amount equal to 100% of such proceeds, to be applied pro rata to the outstanding Revolving Credit Loans and the loans outstanding under the FIUI Revolver, and the Total Revolver Commitment concurrently and the "Total Commitment" as defined in the FIUI Credit Agreement shall be permanently reduced by such amount. (b) As . To the extent the Borrowers are required to make any payments pursuant to this Section 3.2 and such a payment would subject the Borrowers to certain costs under Section 6.9 associated with a prepayment of the Closing Date and then on a Eurocurrency Rate Loan prior to the last day of each succeeding fiscal quarter set forth in the table belowan Interest Period with respect thereto, the Borrower Agent shall, if requested by the Company, hold such proceeds as cash collateral until the earlier to occur of (a) the last day of the Interest Period with respect to such Eurocurrency Rate Loans, (b) the first date when such prepayment can be made without any costs being incurred pursuant to Section 6.9 and (c) the date when the Agent determines in its reasonable discretion that such amounts shall further be used to repay all or any portion of the Revolving Credit Loans and, if all Revolving Credit Loans have been repaid, provide cash collateral for the Letters of Credit, in the amount by which (i) the sum of the Borrower's and its Subsidiaries' cash and Cash Equivalents on such date plus the sum of the Total Revolver Availability exceeds ---- (ii) the maximum amount set forth opposite such date in such table (each such amount for each applicable quarter being hereinafter referred to as a "Revolver Reduction Amount"): ---------------------------------------------------------- Closing Date or Fiscal Maximum Amount Quarter End ---------------------------------------------------------- 6/29/01 $14,000,000 ---------------------------------------------------------- 9/24/01 $13,000,000 ---------------------------------------------------------- 12/31/01 $12,000,000 ---------------------------------------------------------- 3/25/02 $10,000,000 ---------------------------------------------------------- The Total Revolver Commitment shall be permanently reduced on each such date by the Revolver Reduction Amount for such quarterLoans.

Mandatory Repayments of Revolving Credit Loans. The Borrower shall pay, and there shall become due and payable, as a prepayment in respect of the Obligations the following: (a) If at any time the --------- ---------- -- --------- ------ ----- sum of the aggregate outstanding amount principal balance of the Revolving Credit Loans, Loans and the Maximum Drawing Swingline Loans and the Stated Amount and all Unpaid Reimbursement Obligations of Letters of Credit outstanding exceeds the Total Revolver Commitment then the Borrower shall immediately pay Commitments, the amount of such excess to the Agent for the respective accounts excess. (b) One hundred percent (100%) of the Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans; and third, to provide to the Agent cash collateral for Reimbursement Obligations as contemplated by (S)4.2(b) and (c). Each payment Net Proceeds of any Unpaid Reimbursement Obligations or Capital Event, provided that no such prepayment of Revolving Credit Loans shall be allocated among required on account of the Banks, Net Proceeds received from or on account of a casualty or condemnation unless such Net Proceeds are not reinvested in proportion, as nearly as practicable, to each Reimbursement Obligation or replacement assets within 365 days after receipt thereof. Such prepayment shall be made within three (as 3) Business Days upon receipt by the case may be) the respective unpaid principal amount of each Bank's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event AmeriKing Parent or any of its Subsidiaries receives any of the Net Sale Proceeds from therefrom (a) the sale or other disposition of assets permitted by (S)9.5.2 which Net Sale Proceeds are required by (S)9.5.2 to be repaid with respect to the Agent hereunder; (b) cash proceeds Net Proceeds received from the sale or on account of any of the capital stock of AmeriKing a casualty or any of its Subsidiaries or any other equity issuance by AmeriKing or any of its Subsidiaries; condemnation, 365 days after receipt). (c) cash proceeds from One hundred percent (100%) of the incurrence Net Proceeds of Subordinated Debt; any Asset Sale in excess of $1,000,000.00 in any fiscal year of the Parent and its Subsidiaries. Such prepayment shall be made within three (3) Business Days upon receipt by the Borrower or its Subsidiaries of the Net Proceeds therefrom. (d) insurance proceeds (excluding (i) proceeds used for repair or replacement In the event that Total Leverage is greater than 1.25:1.00 as of Capital Assets destroyed or damaged January 31, 2003, a payment in whole or such amount as may be necessary in part order to reduce and (ii) business interruption claims up to an maintain the aggregate amount of not more than $250,000 in any fiscal year), such amounts shall be paid to the Agent for the pro rata accounts --- ---- outstanding principal balance of the Banks to be applied to the outstanding Revolving Credit Loans and the Total Revolver Commitment concurrently Swingline Loans and the Stated Amount of Letters of Credit outstanding to an amount not greater than the sum of (i) $10,000,000, plus (ii) seventy-five percent (75%) of the book value of the Borrowers' inventory as shown on the Borrowers' books and records as of January 31, 2003. The amounts so prepaid pursuant to this ss.2.9 shall be permanently reduced by such amount. (b) As applied FIRST, to the principal balance of the Closing Date and then on the last day of each succeeding fiscal quarter set forth in the table below, the Borrower shall further repay the Revolving Credit Loans and, if all until the Revolving Credit Loans have been repaidpaid in full; SECOND, provide to cash collateral for the collateralize all outstanding Letters of Credit, and THIRD, to all other Obligations in such order and manner as the Agent shall determine in its discretion. Each such prepayment shall be applied, in the amount absence of instruction by which the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans (i) together with any amounts due under ss.4.10 hereof). As long as no Event of Default has occurred and is continuing, at the sum request of the Lead Borrower, the Agent shall hold all amounts required to be applied to Eurodollar Rate Loans in an interest bearing cash collateral account and will apply such funds to the applicable Eurodollar Rate Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Agent's and its Subsidiariesthe Lenders' cash rights upon the subsequent occurrence of an Event of Default, and Cash Equivalents provided further that interest shall continue to accrue on such date plus the sum Eurodollar Rate Loans until application of the Total Revolver Availability exceeds ---- (ii) proceeds in the maximum amount set forth opposite such date in such table (each such amount for each applicable quarter being hereinafter referred to as a "Revolver Reduction Amount"): ---------------------------------------------------------- Closing Date or Fiscal Maximum Amount Quarter End ---------------------------------------------------------- 6/29/01 $14,000,000 ---------------------------------------------------------- 9/24/01 $13,000,000 ---------------------------------------------------------- 12/31/01 $12,000,000 ---------------------------------------------------------- 3/25/02 $10,000,000 ---------------------------------------------------------- cash collateral account). Any portion of Obligations which is prepaid may not be reborrowed. The Total Revolver Commitment shall be permanently reduced on each such date acceptance by the Revolver Reduction Amount for such quarterLenders of any prepayments required hereunder shall not be deemed to constitute a waiver of any Default or Event of Default arising from the consummation of any transaction which is otherwise prohibited hereunder.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the --------- ---------- -- --------- ------ ----- sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Revolver Commitment Commitment, then the Borrower shall immediately pay the amount of such excess to the Agent for the respective accounts of the Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans; and third, to provide to the Agent cash collateral for Reimbursement Obligations as contemplated by (S)4.2(bSection 4.2(b) and (c). Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Bank's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event AmeriKing the Borrower or any of its Subsidiaries receives any (a) Net Cash Sale Proceeds from (a) the sale or other disposition of assets (other than the sale or disposition of assets in the ordinary course of business consistent with past practices) permitted by (S)9.5.2 Section 9.5 which Net Sale Proceeds are required have not been reinvested by (S)9.5.2 to be repaid to the Borrower or such Subsidiary in replacement assets in which the Agent hereundershall have a first priority perfected security interest for the benefit of the Agent and the Banks within 270 days of receipt by the Borrower or such Subsidiary; (b) cash proceeds from of insurance claims which have not been reinvested by the sale Borrower or such Subsidiary in replacement assets or to repair the asset so damaged, as the case may be, within 270 days of any receipt by such Person of the capital stock of AmeriKing such proceeds or any of its Subsidiaries or any other equity issuance by AmeriKing or any of its Subsidiaries; (c) cash proceeds Net Cash Proceeds from any Equity Issuance by the incurrence Borrower or its Subsidiaries (other than Net Cash Proceeds received so long as no Event of Subordinated Debt; or (d) insurance proceeds (excluding (i) proceeds used for repair or replacement Default has occurred and is continuing and provided 100% of Capital Assets destroyed or damaged in whole or in part and (ii) business interruption claims up to an the aggregate amount of not more than $250,000 in such Net Cash Proceeds are used within 180 days after the receipt thereof to finance all or any fiscal yearportion of a Permitted Acquisition), such amounts shall be paid the Borrower shall, (1) as to Section 3.2(a) and (b), immediately upon the Agent for the pro rata accounts --- ---- expiration of the Banks 270 days after receipt thereof, and (2) as to Section 3.2(c), immediately upon the receipt thereof (in the case of Net Cash Proceeds which are not to be applied used to finance all or any portion of a Permitted Acquisition) or immediately upon the expiration of 180 days after receipt thereof (in the case of Net Cash Proceeds the borrower intends to use for such Permitted Acquisitions), as the case may be, repay the outstanding Revolving Credit Loans and in an amount equal to 100% of such Net Cash Sale Proceeds or Net Cash Proceeds, as the Total Revolver Commitment concurrently shall be permanently reduced case may be, in each case to the extent not previously applied by such amount. the Borrower to the repayment of Revolving Credit Loans (b) As as certified by the Borrower to the Agent); provided, however, in the event the Borrower sells or otherwise disposes of the Closing Date DAS Business or DPDS Business pursuant to Section 9.5.2(b), so long as no Default or Event of Default has occurred and then on the last day is continuing or would exist as a result of each succeeding fiscal quarter set forth in the table belowsuch sale, the Borrower shall further repay be permitted to use the Revolving Credit Loans and, if all Revolving Credit Loans have been repaid, provide cash collateral for Net Cash Sale Proceeds from the Letters of Credit, in the amount by which (i) the sum sale of the Borrower's and its Subsidiaries' cash and Cash Equivalents on such date plus DAS Business and/or the sum DPDS Business to repay a portion of the Total Revolver Availability exceeds ---- (ii) the maximum amount set forth opposite such date in such table (each such amount Subordinated Notes and for each applicable quarter being hereinafter referred to as a "Revolver Reduction Amount"): ---------------------------------------------------------- Closing Date or Fiscal Maximum Amount Quarter End ---------------------------------------------------------- 6/29/01 $14,000,000 ---------------------------------------------------------- 9/24/01 $13,000,000 ---------------------------------------------------------- 12/31/01 $12,000,000 ---------------------------------------------------------- 3/25/02 $10,000,000 ---------------------------------------------------------- The Total Revolver Commitment shall be permanently reduced on each such date by the Revolver Reduction Amount for such quartergeneral working capital and corporate purposes.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time prior to the --------- ---------- -- --------- ------ ----- Maturity Date, the sum of the outstanding amount of the Revolving Credit Loans, Loans exceeds the Maximum Drawing Advance Amount and all Unpaid Reimbursement Obligations exceeds the Total Revolver Commitment (an "Overadvance") then the Borrower shall immediately pay within five (5) business days the amount of such excess (the "Excess Amount") to the Agent for the respective accounts of the Banks for application: first, to any Unpaid Reimbursement Obligations; second, application to the Revolving Credit Loans; and third. In the alternative, to provide within said five (5) business days, the Borrower may deliver to the Agent cash collateral for Reimbursement approval, which approval shall not be unreasonably withheld, delayed or conditioned, a plan for the addition of Collateral or an asset sale that will cure the Overadvance within sixty (60) days from the initial notice of said Overadvance. Within said sixty (60) day period, consistent with said plan, Borrower shall either (a) conduct an asset sale and pay an amount to the Agent which is at least equal to the Excess Amount for application to the Revolving Credit Loans, or (b) deliver or cause to be delivered additional Collateral to secure the Obligations as contemplated by (S)4.2(b) in accordance with and (c). Each payment subject to Section 6.8 hereof so that the amount of any Unpaid Reimbursement Obligations or prepayment of the Revolving Credit Loans shall be allocated among is equal to or less than the Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Bank's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportionMaximum Advance Amount. In addition, in the event AmeriKing or any Borrower shall have the right to extend said sixty (60) day period for an additional period of its Subsidiaries receives any Net Sale Proceeds from thirty (a30) days, but only if the sale or other disposition of assets permitted by (S)9.5.2 which Net Sale Proceeds are required by (S)9.5.2 to be repaid Borrower submits to the Agent hereunder; (b) cash proceeds from the sale of any of the capital stock of AmeriKing or any of its Subsidiaries or any other equity issuance by AmeriKing or any of its Subsidiaries; (c) cash proceeds from the incurrence of Subordinated Debt; or (d) insurance proceeds (excluding (i) proceeds used for repair or replacement of Capital Assets destroyed or damaged in whole or in part and (ii) business interruption claims up to an aggregate amount of not more than $250,000 in any fiscal year), such amounts shall be paid prior to the Agent for the pro rata accounts --- ---- expiration of the Banks said sixty (60) day period a written extension request attached to be applied which is a copy of a fully executed, non-contingent purchase and sale agreement pertaining to the outstanding Revolving Credit Loans and the Total Revolver Commitment concurrently shall be permanently reduced by such amount. (b) As of the Closing Date and then on the last day of each succeeding fiscal quarter set forth in the table below, the Borrower shall further repay the Revolving Credit Loans and, if all Revolving Credit Loans have been repaid, provide cash collateral for the Letters of Credit, in the amount by planned asset sale under which (i) the sum closing date must occur prior to the end of the Borrower's proposed thirty (30) day extension period, and its Subsidiaries' cash and Cash Equivalents on such date plus the sum of the Total Revolver Availability exceeds ---- (ii) the maximum amount set forth opposite such date net proceeds to the seller, when delivered to the Agent, would cure the Overadvance. The failure to submit an acceptable plan to the Agent within said five (5) business day period, or the failure to otherwise cure an Overadvance in such table accordance with the foregoing within said sixty (each such amount for each applicable quarter being hereinafter referred to 60) day period (as a "Revolver Reduction Amount"): ---------------------------------------------------------- Closing Date or Fiscal Maximum Amount Quarter End ---------------------------------------------------------- 6/29/01 $14,000,000 ---------------------------------------------------------- 9/24/01 $13,000,000 ---------------------------------------------------------- 12/31/01 $12,000,000 ---------------------------------------------------------- 3/25/02 $10,000,000 ---------------------------------------------------------- The Total Revolver Commitment shall it may be permanently reduced on each such date by the Revolver Reduction Amount for such quarterextended in accordance herewith),shall constitute an Event of Default.

Mandatory Repayments of Revolving Credit Loans. (a) If at any time the --------- ---------- -- --------- ------ ----- sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Revolver Commitment Commitment, then the Borrower shall immediately pay the amount of such excess to the Agent for the respective accounts of the Banks for application: first, to any Unpaid Reimbursement Obligations; second, to the Revolving Credit Loans; and third, to provide to the Agent cash collateral for Reimbursement Obligations as contemplated by (S)4.2(bS)(S)4.2(b) and (c)) hereof. Each payment of any Unpaid Reimbursement Obligations or prepayment of Revolving Credit Loans shall be allocated among the Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation or (as the case may be) the respective unpaid principal amount of each Bank's Revolving Credit Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. In addition, in the event AmeriKing the Borrower or any of its Subsidiaries receives any Net Sale Proceeds from cash proceeds (a) from the sale or other disposition of assets permitted by (S)9.5.2 S)9.5, which Net Sale Proceeds cash proceeds are required by (S)9.5.2 S)9.5 to be repaid to the Agent hereunder; hereunder or (b) cash proceeds from the sale of any of the capital stock of AmeriKing the Borrower or any of its Subsidiaries after the Closing Date or any other equity issuance issuances by AmeriKing the Borrower or any of its Subsidiaries; (c) cash proceeds from Subsidiaries after the incurrence Closing Date, in excess of Subordinated Debt; or (d) insurance proceeds (excluding (i) proceeds used for repair or replacement of Capital Assets destroyed or damaged in whole or in part and (ii) business interruption claims up to an aggregate amount of not more than $250,000 in any fiscal year)5,000,000, such amounts the Borrower shall be paid to the Agent for the pro rata accounts --- ---- of the Banks to be applied to immediately repay the outstanding Revolving Credit Loans and the Total Revolver Commitment concurrently shall be permanently reduced by in an amount equal to 100% of such amount. (b) As of the Closing Date and then on the last day of each succeeding fiscal quarter set forth in the table belownet cash proceeds, the Borrower shall further repay the Revolving Credit Loans and, if all Revolving Credit Loans have been repaid, provide cash collateral for the Letters ratio of Credit, Senior Debt to EBITDA equals or exceeds 2.75:1.00 (as reflected in the amount by which (i) the sum a certificate of the Borrower's and its Subsidiaries' Borrower delivered to the Agent on the date such net cash and Cash Equivalents on proceeds are received), the Total Commitment shall be automatically reduced upon such date plus the sum receipt by an aggregate amount equal to 75% of such net cash proceeds. Any such reduction of the Total Revolver Availability exceeds ---- Commitment pursuant to this (ii) S)3.2 shall be reinstated on the maximum amount set forth opposite first day of the month immediately following the month in which a Compliance Certificate is delivered by the Borrower which reflects that the ratio of Senior Debt to EBITDA is less than 2.75:1.00 as at such date in such table (each such amount for each applicable quarter being hereinafter referred to as a "Revolver Reduction Amount"): ---------------------------------------------------------- Closing Date of determination, provided that no Default or Fiscal Maximum Amount Quarter End ---------------------------------------------------------- 6/29/01 $14,000,000 ---------------------------------------------------------- 9/24/01 $13,000,000 ---------------------------------------------------------- 12/31/01 $12,000,000 ---------------------------------------------------------- 3/25/02 $10,000,000 ---------------------------------------------------------- The Total Revolver Commitment Event of Default shall have occurred and be permanently reduced on each such date by the Revolver Reduction Amount for such quartercontinuing.