Exhibit 10.3





Exhibit 10.3




SECOND OMNIBUS AMENDMENT




This SECOND OMNIBUS AMENDMENT, dated as of July 1, 2011 (this “Amendment”), is entered into by
and among IRVINE SENSORS CORPORATION, a Delaware corporation (the “Company”), COSTA BRAVA
PARTNERSHIP III L.P., in its capacity as Holder Representative under the Promissory Notes (as such
term is defined below) and under the Senior Subordinated Notes (as such term is defined below) (in
such capacity, together with any successor appointed pursuant to the terms of the Notes, the
“Holder Representative”), and each of the Holders of the Promissory Notes, the Senior Subordinated
Notes and the New Notes (as such term is defined below) listed on the signature pages hereto.



RECITALS




A. The Company has issued and may in the future issue up to $11,020,800 in aggregate principal
amount of 12% Subordinated Secured Convertible Notes due 2015, pursuant to that certain Securities
Purchase Agreement, dated as of December 23, 2010, among the Company and the initial holders of
such Notes (the “Securities Purchase Agreement”). The terms of such Notes are set forth in the
form of Subordinated Secured Convertible Note attached to the Securities Purchase Agreement (each
of the promissory notes issued from time to time in such form, as amended by that certain Omnibus
Amendment (the “Omnibus Amendment”), dated as of March 16, 2011, by and among the Company and the
Holder Representative, including the Milestone Notes (as such term is defined in the Securities
Purchase Agreement), a “Promissory Note” and collectively, the “Promissory Notes”).



B. The Company has issued $4,000,000 in aggregate principal amount of 12% Senior Subordinated
Promissory Notes due 2013 (such promissory notes, as issued, the “Senior Subordinated Notes”).



C. The Company’s obligations under the Promissory Notes are secured by liens on substantially
all of its assets pursuant to that certain Security Agreement, dated as of December 23, 2010,
between the Company and the Holder Representative (as amended by the Omnibus Amendment, the
“Security Agreement”).



D. The Company’s obligations under the Senior Subordinated Notes are secured by liens on
substantially all of its assets pursuant to that certain Security Agreement, dated as of March 16,
2011, between the Company and the Holder Representative (the “Senior Subordinated Note Security
Agreement” and together with the Security Agreement, the “Security Agreements”).



E. The Company now wishes to issue up to $7,000,000 (the “New Financing”) in 12% Subordinated
Secured Convertible Notes due 2015 (the “New Notes”) to Costa Brava Partnership III L.P. (“Costa
Brava”), The Griffin Fund, LP (“Griffin”) and certain other investors (such additional investors,
collectively with Costa Brava and Griffin, the “Purchasers”), and the Purchasers have agreed to
provide the New Financing, subject to certain conditions precedent set forth below in Section 7.


 


 









 





F. The Company desires to amend and modify the terms of the Promissory Notes, the Senior
Subordinated Notes and the Security Agreements to permit the New Financing, and the undersigned
Holders (consisting, collectively, of the Required Holders (as defined in the Promissory Notes and
the Senior Subordinated Notes) (the “Required Holders”)) and the Holder Representative, acting at
the direction of the Required Holders, have agreed to such amendments and modifications and have
further agreed with the Purchasers to the intercreditor provisions set forth herein.



ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



SECTION 1 Definitions. As used herein, terms that are defined herein shall have the
meanings as so defined, and terms not so defined shall have the meanings as set forth in the
Promissory Notes, the Senior Subordinated Notes and the Security Agreements, as applicable.



SECTION 2 Amendments to the Promissory Notes. Each of the Promissory Notes shall be
amended as follows:



(a) The definition of “Permitted Indebtedness” in Section 31 thereof is hereby amended and
restated in its entirety as follows:




““Permitted Indebtedness” means (A) Indebtedness incurred by the Company that is made
expressly subordinate in right of payment to the Indebtedness evidenced by this Note, as
reflected in a written agreement reasonably acceptable to the Holder Representative and
approved by the Holder Representative in writing, and which Indebtedness does not provide at
any time for (1) the payment, prepayment, repayment, repurchase or defeasance, directly or
indirectly, of any principal or premium, if any, thereon until ninety-one (91) days after
the Maturity Date or later and (2) total interest and fees at a rate in excess of six
percent (6%) per annum, (B) Indebtedness secured by Permitted Liens, (C) Indebtedness to
trade creditors or for professional services incurred in the ordinary course of business,
(D) any Bridge Notes, (E) senior subordinated Indebtedness in an aggregate principal amount
not to exceed $4,000,000 owing to Costa Brava Partnership III L.P., The Griffin Fund, LP and
to certain other investors (on substantially the same terms as such Indebtedness owing to
Costa Brava Partnership III L.P.), (F) Indebtedness evidenced by 12% Subordinated
Secured Convertible Notes due 2015 in an aggregate principal amount not to exceed $7,000,000
owing to Costa Brava Partnership III L.P., The Griffin Fund, LP and to certain other
investors (on substantially the same terms as such Indebtedness owing to Costa Brava
Partnership III L.P. and The Griffin Fund, LP) (G) Indebtedness owing to or held by
Summit Financial Resources, L.P. incurred by the Company (but in the case of any such
obligations in respect of principal, limited to an aggregate principal amount not more than
$500,000 in excess of the aggregate principal amount of the Indebtedness owing under this
clause (G) on March 16, 2011) to factor or finance its accounts receivable, and
(H) extensions, refinancings and renewals of any items of Permitted Indebtedness
described in clauses (A) through (F) above, provided that the principal amount is
not increased or the terms modified to
impose more burdensome terms upon the Company or its Subsidiary, as the case may
be.”1


 


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(b) The definition of “Permitted Liens” in Section 31 thereof is hereby amended and restated
in its entirety as follows:




““Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested
in good faith by appropriate proceedings for which adequate reserves have been established
in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business
by operation of law with respect to a liability that is not yet due or delinquent, (iii) any
Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other
similar liens, arising in the ordinary course of business with respect to a liability that
is not yet due or delinquent or that are being contested in good faith by appropriate
proceedings, (iv) Liens securing the Company’s obligations under the Notes, (v) Liens (A)
upon or in any equipment acquired or held by the Company or any of its Subsidiaries to
secure the purchase price of such equipment or indebtedness incurred solely for the purpose
of financing the acquisition or lease of such equipment, or (B) existing on such equipment
at the time of its acquisition, provided that the Lien is confined solely to the property so
acquired and improvements thereon, and the proceeds of such equipment, (vi) Liens securing
the Company’s obligations under the Indebtedness described in clauses (E), (F) and
(G) of the definition of “Permitted Indebtedness” (but in the case of any
Indebtedness described in such clause (G), limited to the security interests granted
under the agreement governing such Indebtedness as in effect on the Initial Closing Date),
(vii) Liens incurred in connection with the extension, renewal or refinancing of the
indebtedness secured by Liens of the type described in clauses (i) through (vi) above,
provided that any extension, renewal or replacement Lien shall be limited to the property
encumbered by the existing Lien and the principal amount of the Indebtedness being extended,
renewed or refinanced does not increase, (viii) leases or subleases and licenses and
sublicenses granted to others in the ordinary course of the Company’s business, not
interfering in any material respect with the business of the Company and its Subsidiaries
taken as a whole, (ix) Liens in favor of customs and revenue authorities arising as a matter
of law to secure payments of custom duties in connection with the importation of goods, and
(x) Liens arising from judgments, decrees or attachments in circumstances not constituting
an Event of Default under Section 5(a)(vi).”



SECTION 3 Amendments to the Senior Subordinated Notes. Each of the Senior
Subordinated Notes shall be amended as follows:




(a) Section (1)(b) thereof is hereby amended and restated in its entirety as follows:




“Mandatory. The “Maturity Date” shall be the earlier to occur of March 16,
2013, and the fourth (4th) Business Day following the delivery of a written
notice from the Holder to the Company requesting the repayment of all or part of the
outstanding Principal and accrued and unpaid Interest thereon (the “Demand Notice”);
provided, however, that the Company shall not be 


 





	 	 	 
	1	 	Note: Underlining indicates new or amended language.



 


3









 










obligated to make any such repayment prior to July 16, 2012.
On the Maturity Date, the Holder shall surrender this Note to the Company and the Company
shall pay to the Holder in cash an amount equal to the outstanding Principal and accrued and
unpaid Interest thereon or, if less, the amount of outstanding Principal and accrued and
unpaid Interest set forth in the Demand Notice (the “Demand Amount”). If the Demand Amount
is less than the Principal balance outstanding on the Note, the Company will issue a new
Note (in accordance with Section 21(d)) to the Holder representing the remaining Principal
balance.”



(b) The definition of “Permitted Indebtedness” in Section 31 thereof is hereby amended and
restated in its entirety as follows:




““Permitted Indebtedness” means (A) Indebtedness incurred by the Company that is made
expressly subordinate in right of payment to the Indebtedness evidenced by this Note, as
reflected in a written agreement reasonably acceptable to the Holder Representative and
approved by the Holder Representative in writing, and which Indebtedness does not provide at
any time for (1) the payment, prepayment, repayment, repurchase or defeasance, directly or
indirectly, of any principal or premium, if any, thereon until ninety-one (91) days after
the Maturity Date or later and (2) total interest and fees at a rate in excess of six
percent (6%) per annum, (B) Indebtedness secured by Permitted Liens, (C) Indebtedness to
trade creditors or for professional services incurred in the ordinary course of business,
(D) any Bridge Notes, (E) Indebtedness owing under the Company’s 12% convertible secured
notes due 2015, in an aggregate amount not to exceed $11,020,800 (the “Convertible Notes”),
(F) Indebtedness owing under the Company’s 12% convertible secured notes due 2015 in an
aggregate principal amount not to exceed $7,000,000 (the “New Convertible Notes”) (G)
Indebtedness owing to or held by Summit Financial Resources, L.P. incurred by the Company
(but in the case of any such obligations in respect of principal, limited to an aggregate
principal amount not more than $500,000 in excess of the aggregate principal amount of the
Indebtedness owing under this clause (G) on the Initial Closing Date) to factor or
finance its accounts receivable (the “Summit Debt”) and (H) extensions, refinancings
and renewals of any items of Permitted Indebtedness described in clauses (A) through
(F) above, provided that the principal amount is not increased or the terms modified
to impose more burdensome terms upon the Company or its Subsidiary, as the case may be.”



(c) The definition of “Permitted Liens” in Section 31 thereof is hereby amended and restated
in its entirety as follows:




““Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested
in good faith by appropriate proceedings for which adequate reserves have been established
in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business
by operation of law with respect to a liability that is not yet due or delinquent, (iii) any
Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other
similar liens, arising in the ordinary course of business with respect to a liability that
is not yet due or delinquent or that are being contested in good faith by appropriate
proceedings, (iv) Liens securing the Company’s obligations under the Notes, (v) Liens (A)
upon or in any equipment acquired or


 


4









 






held by the Company or any of its Subsidiaries to secure the purchase price of such equipment or indebtedness incurred
solely for the purpose of financing the acquisition or lease of such equipment, or (B)
existing on such equipment at the time of its acquisition, provided that the Lien is
confined solely to the property so acquired and improvements thereon, and the proceeds of
such equipment, (vi) Liens securing the Convertible Notes, provided that such Liens are
junior to the Liens securing the Notes, (vii) Liens securing the New Convertible Notes,
provided that such Liens are junior to the Liens securing the Notes, (viii)
Liens securing the Summit Debt (but limited to the Liens granted under the agreement
governing such Indebtedness as in effect on the Initial Closing Date), (ix) Liens
incurred in connection with the extension, renewal or refinancing of the indebtedness
secured by Liens of the type described in clauses (i) through (viii) above, provided
that any extension, renewal or replacement Lien shall be limited to the property encumbered
by the existing Lien and the principal amount of the Indebtedness being extended, renewed or
refinanced does not increase, (x) leases or subleases and licenses and sublicenses
granted to others in the ordinary course of the Company’s business, not interfering in any
material respect with the business of the Company and its Subsidiaries taken as a whole,
(xi) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payments of custom duties in connection with the importation of goods, and
(xii) Liens arising from judgments, decrees or attachments in circumstances not
constituting an Event of Default under Section 5(a)(vi).”



SECTION 4 Amendment to the Security Agreement. The Security Agreement shall be
amended as follows:



(a) The definition of “Permitted Liens” in Section 2 of the Security Agreement is hereby
amended and restated in its entirety as follows:




““Permitted Liens” means the liens and security interests permitted by the Notes
(as amended by that certain Second Omnibus Amendment, dated as of July 1, 2011, by and
among the Debtor, the Holder Representative, Costa Brava, Griffin, and certain other
investors party thereto), including, for the avoidance of doubt, the liens and security
interests securing Debtor’s obligations with respect to the Existing Secured Note.”



SECTION 5 Amendment to the Senior Subordinated Note Security Agreement. The Senior
Subordinated Note Security Agreement shall be amended as follows:



(a) The definition of “Permitted Liens” in Section 2 of the Senior Subordinated Note Security
Agreement is hereby amended and restated in its entirety as follows:




““Permitted Liens” means the liens and security interests permitted by the Notes (as
amended by that certain Second Omnibus Amendment, dated as of July 1, 2011, by and among the
Debtor, the Holder Representative, Costa Brava, The Griffin Fund, LP, and certain other
investors party thereto), including, for the avoidance of doubt, the liens and security
interests securing Debtor’s obligations with respect to the Existing Secured Note.”


 


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SECTION 6 Intercreditor Provisions.



(a) Subject to the security interests of the Existing Secured Note Holder, the New Secured
Note Holders and Summit (as such terms are defined in the Security Agreement), notwithstanding the
date, manner and order of perfection of the security interests in and liens on the Collateral (as
such term is defined in the Security Agreement and the security agreement being entered into in
connection with the New Notes) and notwithstanding any provision of the Uniform Commercial Code, as
in effect in any state of appropriate jurisdiction, or any other applicable law or decision, as
among the holders of Promissory Notes and the Purchasers of New Notes (each, a “Creditor”), (i)
each Creditor shall rank pari passu with respect to their respective security interests in the
Collateral and (ii) upon any foreclosure, sale or other disposition in liquidation of all or any
part of the Collateral, each Creditor shall share in the resulting income pertaining to and the
proceeds of such foreclosure, sale or other disposition in liquidation of the Collateral pro rata
in the manner set forth in Section 6(f) below.



(b) Subject to the security interests of the Existing Secured Note Holder, the New Secured
Note Holders and Summit, and except as expressly provided herein, this Amendment shall not limit or
impair the right of a Creditor to take any action permitted under their respective Promissory Notes
or New Notes. Subject to the security interests of the Existing Secured Note Holder, the New
Secured Note Holders and Summit, to the extent otherwise permitted under the Promissory Notes or
New Notes, as applicable, that a Creditor holds, a Creditor may proceed to accelerate or demand
payment of the Obligations (as such term is defined in the Security Agreement and the security
agreement being entered into in connection with the New Notes) payable to it, and enforce any other
right or remedy available to it against the Company; provided, however, (i) if a
Creditor accelerates or demands payment of any Obligations payable to it, or if there is an
automatic acceleration or demand for payment of any Obligations payable to such Creditor under the
terms of their respective Promissory Notes or New Notes as the result of the filing of a petition
in bankruptcy or similar event, such Creditor shall on the date of such acceleration or demand for
payment (or promptly following an automatic acceleration or demand) give written notice of
acceleration or demand to the other Creditor; (ii) prior to enforcing any right to foreclose or
otherwise realize on the Collateral after acceleration or demand for payment of the Obligations, or
any of them, a Creditor shall give at least 10 days’ prior written notice to the other Creditor of
its any other right or remedy intention to enforce such right; and (iii) prior to enforcing any
other right or remedy available to it against the Company or the Collateral, a Creditor shall give
at least three business days’ prior written notice to the other Creditor of its intention to
enforce such right or remedy. With the agreement of the other Creditor, such 10-day and three-day
notice requirements may be waived or reduced at any time.


 


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(c) Subject to the security interests of the Existing Secured Note Holder, the New Secured
Note Holders and Summit, it is the intention of the Creditors that whenever practicable, any
foreclosure or other realization on the Collateral after acceleration or demand for payment of the
Obligations, or any of them, shall be coordinated among the Creditors and constitute a common
foreclosure or realization on behalf of the Creditors. Each Creditor agrees to endeavor in good
faith to consult with the other Creditor prior to any foreclosure or other realization on the
Collateral after acceleration or demand for payment of the Obligations, or any of them, in order to
agree on a common course of action; provided, however, that, to the extent
otherwise permitted under the Promissory Notes or New Notes to which it is a party, a Creditor may
proceed immediately to realize on Collateral without any such consultation if it determines in its
commercially reasonable discretion that the time necessary for such consultation would
diminish the proceeds of such realization. Subject to the foregoing, if any Creditor shall have
notified the other Creditor pursuant to Section 6(b), above, of its intention to enforce any right
to foreclose or otherwise realize on the Collateral after acceleration or demand for payment of the
Obligations, or any of them, and if such Creditor shall have thereafter determined within the
10-day period referred to in Section 6(b) above, to enforce such right, then such Creditor (a
“Foreclosing Creditor”) shall proceed to foreclose and realize on the Collateral on its own behalf
and as agent on behalf of the other Creditor (the “Non-Foreclosing Creditor”). The method of
foreclosure or other realization on the Collateral (including, without limitation, the
acceptability of any bid at any foreclosure sale or transfer in lieu of foreclosure and the method
of collection of accounts receivable or other rights to payment) shall be determined by the
Foreclosing Creditor after consultation with the Non-Foreclosing Creditor, as the case may be,
provided that any such foreclosure or realization shall be conducted by the Foreclosing Creditor in
good faith and in a commercially reasonable and expeditious manner, and further provided that the
Foreclosing Creditor shall have no right to bid in any Obligations payable to the Non-Foreclosing
Creditor without the express written consent of the Non-Foreclosing Creditor. The Non-Foreclosing
Creditor hereby agrees to provide the Foreclosing Creditor with any documents or powers necessary
for the Foreclosing Creditor to foreclose and realize on the Collateral on behalf of the
Non-Foreclosing Creditor, as provided above. Except as otherwise provided above, and subject to
the requirements of Section 6(b) above, each Creditor shall have the authority to and may proceed
at any time to foreclose and realize on the Collateral to the extent otherwise permitted under the
Promissory Notes or New Notes to which it is a party.



(d) Each Creditor shall be entitled to collect from the Company all payments of all
Obligations payable to such Creditor at the time and in the manner specified in the Promissory Note
or New Note held by such Creditor. In the event of receipt of such payments from the Company by a
Creditor prior to acceleration or demand for payment of the Obligations, or any of them, such
payments shall belong to such Creditor as its own property and such Creditor shall have no
obligation under this Amendment to hold or remit any part of such payments for the account of any
other Creditor.



(e) In the event of receipt of any payments from the Company by a Creditor on account of the
Obligations payable to such Creditor after acceleration or demand for payment of the Obligations of
any of them, such payments shall be held in trust by such Creditor, and shall be promptly applied
to the payment of the Obligations in the manner set forth in Section 6(f) below.



(f) In the event of the acceleration or demand for payment of the Obligations, or any of them,
or of any foreclosure, sale or other disposition in liquidation of the Collateral, all moneys
collected or received by the Creditors on account of the Obligations or in respect of the
Collateral in excess of the amounts paid to discharge prior liens upon the Collateral shall be
applied to the payment of all proper costs and expenses, if any, incurred in the collection thereof
or for the protection of the Collateral pro rata in accordance with the amount of such costs and
expenses, and the balance of such moneys shall be applied pro rata to the payment of the Promissory
Notes and New Notes in that proportion which the amount of such Obligations payable to each
Creditor bears to the aggregate amount of such Obligations taken as a whole.


 


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SECTION 7 Effectiveness. This Amendment shall become effective on the date (the
“Effective Date”) on which each of the following conditions is satisfied:



(a) The Holder Representative’s receipt of the following, each of which shall be originals or
facsimiles or electronic copies (followed promptly by originals) unless otherwise specified:




(1) counterparts of this Amendment, executed and delivered by the Company, the Holder
Representative, Costa Brava and Griffin;




(2) a copy of a good standing certificate of the Company;




(3) copies of resolutions of the Board of Directors of the Company, certified by the
Secretary of the Company, authorizing and approving the execution, delivery and performance
of the documents and instruments to be delivered pursuant hereto;




(4) a copy of the certificate of incorporation and by-laws of the Company, certified by
the Secretary of the Company; and




(5) a certificate of incumbency, executed by the Secretary of the Company certifying
the names, titles and signatures of the officers authorized to execute the documents and
instruments to be delivered pursuant hereto.



(b) The Company shall have entered into the Security Agreement, in substantially the form
attached as Exhibit A; and



(c) The Company shall have obtained all consents or waivers necessary to execute and perform
its obligations under the New Financing.



SECTION 8 Effect of Amendment. Upon the Effective Date, (i) the applicable portions
of this Amendment shall be a part of each Promissory Note, Senior Subordinated Note or the Security
Agreements, as the case may be, each as amended hereby, and (ii) each reference in any such
document to “this Note”, “this Agreement”, “hereof”, “hereunder”, or words of like import, and each
reference in any other document or agreement to any of the Promissory Notes, the Senior
Subordinated Notes or the Security Agreements shall mean and be a reference to the Promissory
Notes, the Senior Subordinated Notes or the Security Agreements, as the case may be, as amended
hereby. Except as expressly amended hereby, each of the Promissory Notes, the Senior Subordinated
Notes and the Security Agreements amended herein shall remain in full force and effect and are
hereby ratified and confirmed by the parties hereto.


 


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SECTION 9 Representations and Warranties. Each of the parties hereto represents and
warrants that it is duly incorporated or otherwise organized, validly existing and (to the extent
applicable) in good standing under the laws of the jurisdiction of its formation, that it has all
requisite power and authority to enter into this Amendment and that this Amendment has been duly
authorized, executed and delivered by it and constitutes its legal, valid and binding obligation.
Each of the parties hereto other than the Company further represents and warrants that it is (i) an
“accredited investor” as that term is defined in Regulation D promulgated under the Securities Act
of 1933, (ii) acquiring the New Notes (and the shares of the Company’s
common stock issuable upon conversion thereof) for its own account for investment and not with
a view toward distribution in a manner which would violate the Securities Act of 1933 or any
applicable state securities laws and (iii) aware that the New Notes (and the shares of the
Company’s common stock issuable upon conversion thereof) are “restricted securities” under the
federal securities laws and must be held indefinitely unless subsequently registered under the
Securities Act of 1933 and under applicable state securities laws or an exemption from such
registration is available.



SECTION 10 Consent. Pursuant to Section 19 of each of the Promissory Notes
and the Senior Subordinated Notes, the Required Holders hereby consent to the terms of the
amendments to the Promissory Notes, the Senior Subordinated Notes and the Security Agreements
contained in this Amendment and direct the Holder Representative to enter into this Amendment.



SECTION 11 Governing Law; Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICTS OF LAW.



(b) Headings used herein are for convenience of reference only and shall not affect the
meaning of this Amendment.



(c) This Amendment may be executed in any number of counterparts, and by the parties hereto on
separate counterparts, each of which shall be an original and all of which taken together shall
constitute one and the same agreement. Executed counterparts may be delivered via facsimile.



[Signatures Follow]



 


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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
duly authorized representatives, as of the date first above written.



	 	 	 	 	 
	 	IRVINE SENSORS CORPORATION

 	 
	 	By:  	/s/ John J. Stuart, Jr.
 	 
	 	 	Name:  	John J. Stuart, Jr. 	 
	 	 	Title:  	Sr. VP & CFO 	 



Second Omnibus Amendment



 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	COSTA BRAVA PARTNERSHIP III L.P.,

as a Holder of Promissory Notes, Senior
Subordinated Notes and New Notes	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Roark, Rearden & Hamot, LLC,	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Seth W. Hamot	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Seth W. Hamot	 	 
	 

	 	 	 	Title:
	 	President	 	 






Second Omnibus Amendment



 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	THE GRIFFIN FUND LP,

as a Holder of Promissory Notes, Senior
Subordinated Notes and New Notes	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Griffin Partners, LLC,	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Chester White	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Chester White	 	 
	 

	 	 	 	Title:
	 	Managing Partner	 	 






Second Omnibus Amendment



 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	as a Holder of New Notes	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 






Second Omnibus Amendment



 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	COSTA BRAVA PARTNERSHIP III L.P.,

as Holder Representative	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Roark, Rearden & Hamot, LLC,

its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Seth W. Hamot	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Seth W. Hamot	 	 
	 

	 	 	 	Title:
	 	President	 	 






Second Omnibus Amendment




 


 









 







Exhibit A




Security Agreement




[See Attached]




Second Omnibus Amendment