Common use of Sources and Uses of Proceeds Clause in Contracts

Sources and Uses of Proceeds. (a) The sources of proceeds relating to the IDS Financing shall be as follows: (i) The Intercompany Loan shall be an amount between $79.5 million and $114.6 million, and in any event equal to 60% of the sum of (x) the aggregate principal amount of IDS Bonds plus (y) $20.0 million; (ii) The Capital Contribution shall be an amount between $165.3 million and $252.4 million, and in any event equal to (x) the aggregate proceeds of the IDS and the Third Party Note, net of fees and expenses related thereto, minus (y) the principal amount of the Intercompany Loan; and (iii) Up to $9.5 million of cash on hand. (b) The uses of the proceeds from the Intercompany Loan, the Capital Contribution and the cash on hand shall be as follows: (i) First, (w) to redeem approximately $122.2 million in aggregate principal amount of Senior Notes and to pay an approximately $11.0 million premium in connection with such redemption and to pay up to approximately $5.5 million in accrued and unpaid interest on the Senior Notes to be redeemed, (x) to prepay the full remaining aggregate principal amount of Tranche A Term Loans upon consummation of the IDS offering ($15.5 million if prior to December 31, 2004 and $14.6 million on or after December 31, 2004 after giving effect to a scheduled amortization payment), (y) to pay up to $0.9 million in breakage costs to terminate existing interest swap agreements and (z) to pay a dividend to Holdings of up to $94.3 million (plus up to $5.5 million not used to pay accrued and unpaid interest on the Senior Notes to be redeemed and up to $0.9 million not used to pay breakage costs to terminate existing interest swap agreements) to enable Holdings to redeem certain of its outstanding preferred equity interests; (ii) Second, to (x) redeem up to an additional $7.6 million in aggregate principal amount of Senior Notes and to pay an additional approximately $0.7 million premium in connection with such redemption and to pay up to approximately $0.3 million in accrued and unpaid interest on such Senior Notes to be redeemed and/or (y) pay an additional dividend to Holdings of up to approximately $19.4 million (plus up to $0.3 million not used to pay accrued and unpaid interest on the Senior Notes to be redeemed) to enable Holdings to redeem certain additional amounts of its outstanding preferred equity interests; provided that if the total proceeds from the Intercompany Loan, Capital Contribution and cash on hand are $311.7 million or less, then Borrower shall have the option to use the entire amount provided for in this clause (ii) to redeem additional Senior Notes and to pay related premium and accrued and unpaid interest in connection therewith; (iii) Third, to pay an additional dividend to Holdings of up to approximately $38.8 million to enable Holdings to redeem certain additional amounts of its outstanding preferred equity interests; (iv) Fourth, to (x) pay an additional dividend to Holdings of up to approximately $26.2 million (plus up to $0.9 million to the extent the aggregate principal amount of Tranche A Term Loans outstanding upon the consummation of the IDS offering is $14.6 million) to enable Holdings to redeem certain additional of its outstanding preferred equity interests and (y) make an optional repayment of Tranche B Term Loans of up to approximately $6.3 million; provided that proceeds used pursuant to this clause (iv) shall be applied across subclauses (x) and (y) in a ratio not exceeding 4.0:1.0; provided further that the actual amount of Trance B Term Loan prepayment may be adjusted pursuant to the applicable minimum repayment and integral repayment amount provisions of Section 4 of the Credit Agreement; and (v) Fifth, redeem up to an additional approximately $27.7 million in aggregate principal amount of Senior Notes and to pay an additional approximately $2.5 million premium in connection with such redemption and to pay up to approximately $1.3 million in accrued and unpaid interest on such Senior Notes to be redeemed; provided that the aggregate principal amount of all Senior Notes redeemed under clauses (b)(i), (ii) and (v) of this Section shall not exceed $157.5 million. Notwithstanding anything to the contrary, Section 25(b) does not require a specific temporal sequence of the application of proceeds. Notwithstanding anything to the contrary, to the extent the underwriters for the IDS offering exercise their overallotment option, Holdings shall be entitled retain the net proceeds obtained therefrom and use such net proceeds to redeem a like amount of its outstanding preferred equity interests and the sources of proceeds in Section 25(a) and the uses of proceeds in Sections 25(b)(iii) and (iv)(x) shall be deemed to include such net proceeds.

Sources and Uses of Proceeds. (a) The sources of proceeds relating to the IDS Financing shall be as follows: (i) The Intercompany Loan shall be an amount between $79.5 million and $114.6 million, and in any event equal to 60% of the sum of (x) the aggregate principal amount of IDS Bonds plus (y) $20.0 million; (ii) The Capital Contribution shall be an amount between $165.3 million and $252.4 million, and in any event equal to (x) the aggregate proceeds of the IDS and the Third Party Note, net of fees and expenses related thereto, minus (y) the principal amount of the Intercompany Loan; and (iii) Up to $9.5 million of cash on hand. (b) . The uses of the proceeds from the Intercompany Loan, the Capital Contribution and the cash on hand shall be as follows: (i) First, (w) to redeem approximately $122.2 million in aggregate principal amount of Senior Notes and to pay an approximately $11.0 million premium in connection with such redemption and to pay up to approximately $5.5 million in accrued and unpaid interest on the Senior Notes to be redeemed, (x) to prepay the full remaining aggregate principal amount of Tranche A Term Loans upon consummation of the IDS offering ($15.5 million if prior to December 31, 2004 and $14.6 million on or after December 31, 2004 after giving effect to a scheduled amortization payment), (y) to pay up to $0.9 million in breakage costs to terminate existing interest swap agreements and (z) to pay a dividend to Holdings of up to $94.3 million (plus up to $5.5 million not used to pay accrued and unpaid interest on the Senior Notes to be redeemed and up to $0.9 million not used to pay breakage costs to terminate existing interest swap agreements) to enable Holdings to redeem certain of its outstanding preferred equity interests; (ii) Second, to (x) redeem up to an additional $7.6 million in aggregate principal amount of Senior Notes and to pay an additional approximately $0.7 million premium in connection with such redemption and to pay up to approximately $0.3 million in accrued and unpaid interest on such Senior Notes to be redeemed and/or (y) pay an additional dividend to Holdings of up to approximately $19.4 million (plus up to $0.3 million not used to pay accrued and unpaid interest on the Senior Notes to be redeemed) to enable Holdings to redeem certain additional amounts of its outstanding preferred equity interests; provided that if the total proceeds from the Intercompany Loan, Capital Contribution and cash on hand are $311.7 million or less, then Borrower shall have the option to use the entire amount provided for in this clause (ii) to redeem additional Senior Notes and to pay related premium and accrued and unpaid interest in connection therewith; (iii) Third, to pay an additional dividend to Holdings of up to approximately $38.8 million to enable Holdings to redeem certain additional amounts of its outstanding preferred equity interests; (iv) Fourth, to (x) pay an additional dividend to Holdings of up to approximately $26.2 million (plus up to $0.9 million to the extent the aggregate principal amount of Tranche A Term Loans outstanding upon the consummation of the IDS offering is $14.6 million) to enable Holdings to redeem certain additional of its outstanding preferred equity interests and (y) make an optional repayment of Tranche B Term Loans of up to approximately $6.3 million; provided that proceeds used pursuant to this clause (iv) shall be applied across subclauses (x) and (y) in a ratio not exceeding 4.0:1.0; provided further that the actual amount of Trance B Term Loan prepayment may be adjusted pursuant to the applicable minimum repayment and integral repayment amount provisions of Section 4 of the Credit Agreement; and (v) Fifth, redeem up to an additional approximately $27.7 million in aggregate principal amount of Senior Notes and to pay an additional approximately $2.5 million premium in connection with such redemption and to pay up to approximately $1.3 million in accrued and unpaid interest on such Senior Notes to be redeemed; provided that the aggregate principal amount of all Senior Notes redeemed under clauses (b)(i), (ii) and (v) of this Section shall not exceed $157.5 million. Notwithstanding anything to the contrary, Section 25(b) does not require a specific temporal sequence of the application of proceeds. Notwithstanding anything to the contrary, to the extent the underwriters for the IDS offering exercise their overallotment option, Holdings shall be entitled retain the net proceeds obtained therefrom and use such net proceeds to redeem a like amount of its outstanding preferred equity interests and the sources of proceeds in Section 25(a) and the uses of proceeds in Sections 25(b)(iii) and (iv)(x) shall be deemed to include such net proceeds.