Common use of Payment of Company Indebtedness Clause in Contracts

Payment of Company Indebtedness. (a) At the Second Company Merger Effective Time, the Surviving Company shall assume all obligations of the Company under and in accordance with the Senior Debt Indenture and pay all amounts required to repay in full and retire the Senior Debt thereunder (the “Senior Debt Payoff Amount”). (b) The Senior Debt shall be repaid by a combination of cash payments and shares of Parent Common Stock in accordance with the terms of the Senior Debt Indenture. No later than two Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent the Company’s good faith calculation of the cash of the Company that would be reflected on a consolidated balance sheet of the Company as of the date which is four Business Days prior to the Closing Date (the “Cash Calculation”), the Designated Company Expenses, the Senior Debt Payoff Amount, the ABL Payoff Amount and accrued interest on the Convertible Notes that would be payable upon an Accelerated Mandatory Conversion (as defined in the Convertible Notes Indenture) on the fifth Trading Day following the Closing Date (the “Accrued Interest”). Prior to the Closing, the Company shall consider in good faith any reasonable objections of Parent to such Cash Calculation. The Cash Calculation shall be made in accordance with GAAP consistent with the preparation of the Balance Sheet and the accounting methodologies and practices customarily used by the Company to prepare month-end balance sheet presentations. (c) The amount of cash to be paid to the Senior Debtholders in such repayment and set forth in the Senior Debt Indenture shall not exceed an amount equal to $30,000,000 plus the cash reflected in the Cash Calculation made in accordance with Section 5.14(b) (“Company Cash”) less the Designated Company Expenses less amounts required to repay in full and retire any indebtedness amounts (other than Letters of Credit which are addressed in Section 5.14(d)) outstanding under the ABL Credit Facility (the “ABL Payoff Amount”) and less the Accrued Interest. The number of shares of Parent Common Stock to be delivered to the Senior Debtholders (the “Senior Debt Shares”) in such repayment will be determined as follows and set forth in the Senior Debt Indenture:

Payment of Company Indebtedness. The Company or the Purchaser shall have entered into agreements providing for, or otherwise providing accommodation acceptable to the creditors of the Company providing for: (a) At the Second release at the Effective Time by Wells Fargo Bank Iowa, National Association ("Wells Fargo") of thx xxxrantees of Company Merger Effective TimeIndebtedness of each ox xxx holders of Bridge Warrants outstanding under that certain Credit Agreement and Revolving Note, dated December 3, 1999 and providing borrowing authority of not in excess of $2.5 million, between the Surviving Company shall assume all obligations and Wells Fargo, as well as the repayment of the Company under and in accordance with the Senior Debt Indenture and pay all amounts required to repay in full and retire the Senior Debt thereunder (the “Senior Debt Payoff Amount”).Indebtedness xxxxtanding thereunder; (b) The Senior Debt shall be repaid the release at the Effective Time by a combination of cash payments and shares of Parent Common Stock in accordance with the terms Wells Fargo of the Senior Debt Indenture. No later than two Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent the Company’s good faith calculation of the cash guarantees of the Company Indebtedness of each xx xhe holders of Bridge Warrants outstanding under that would be reflected on a consolidated balance sheet certain Credit Agreement and Revolving Note, dated March 2000 and providing borrowing authority of not in excess of $500,000, between the Company and Wells Fargo, as well as the repayment of the Company as of the date which is four Business Days prior to the Closing Date (the “Cash Calculation”), the Designated Company Expenses, the Senior Debt Payoff Amount, the ABL Payoff Amount and accrued interest on the Convertible Notes that would be payable upon an Accelerated Mandatory Conversion (as defined in the Convertible Notes Indenture) on the fifth Trading Day following the Closing Date (the “Accrued Interest”). Prior to the Closing, the Company shall consider in good faith any reasonable objections of Parent to such Cash Calculation. The Cash Calculation shall be made in accordance with GAAP consistent with the preparation of the Balance Sheet and the accounting methodologies and practices customarily used by the Company to prepare month-end balance sheet presentations.Indebtedness xxxxtanding thereunder; (c) the repayment at the Effective Time of all amounts outstanding under, or the replacement and substitution at the Effective Time of the letter of credit of The Northern Trust Company with respect to, all of the Company Debentures; (d) the compromise at the Effective Time by The Northern Trust Company of the aggregate amount of cash the Company's Indebtedness and related expenses under that certain promissory note dated as of November 28, 1997 to be paid The Northern Trust Company in $3 million principal amount, and that certain Promissory Note dated as of September 14, 1998 in $1,145,000 principal amount, each as amended by that certain Restructuring Agreement dated as of December 3, 1999 (such Promissory Notes being referred to herein as the Senior Debtholders in such "NT Notes"), to an aggregate principal amount of Indebtedness under the NT Notes of $3.0 million and related expenses of $100,000, and the repayment and set forth in of the Senior Debt Indenture shall not exceed Company Indebtedness outstanding thereunder; and (e) the compromise of the SAI warranty obligation to an amount equal to not in excess of $30,000,000 plus 85,000, and the cash reflected in the Cash Calculation made in accordance with Section 5.14(b) (“Company Cash”) less the Designated Company Expenses less amounts required to repay in full and retire any indebtedness amounts (other than Letters discharge of Credit which are addressed in Section 5.14(d)) outstanding under the ABL Credit Facility (the “ABL Payoff Amount”) and less the Accrued Interest. The number of shares of Parent Common Stock to be delivered to the Senior Debtholders (the “Senior Debt Shares”) in such repayment will be determined as follows and set forth in the Senior Debt Indenture:obligation.