LIMITED PURSUANT TO THE SHARE PURCHASE AGREEMENT AND
(II) TO PAY EXPENSES AND COMMISSIONS RELATED TO THE SALE OF THE NOTES AND THE
WARRANTS AND (Y) THE BALANCE OF THE NET PROCEEDS FOR GENERAL CORPORATE PURPOSES
INCLUDING WORKING CAPITAL, IN EACH CASE AS MORE SPECIFICALLY DESCRIBED AND IN
THE AMOUNTS INDICATED IN SCHEDULE 4(D) TO THE SECURITIES PURCHASE AGREEMENT.
SUCH PROCEEDS SHALL BE HELD IN THE COMPANY'S ACCOUNT ESTABLISHED WITH UBS
FINANCIAL SERVICES INC. WITH THE ACCOUNT NUMBER MO-28570-54 UNTIL USED BY THE
COMPANY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 11(O).
(P)
OTHER INDEBTEDNESS.
PAYMENTS OF PRINCIPAL AND OTHER PAYMENTS DUE
UNDER THIS NOTE SHALL NOT BE SUBORDINATED TO ANY OBLIGATIONS OF THE COMPANY AND
SHALL RANK SENIOR TO ALL OTHER INDEBTEDNESS OTHER THAN (I) PAYMENTS OF
(A) PRINCIPAL AND INTEREST DUE UNDER THE BNP FACILITY AND (B) THE TWO SUBSEQUENT
PAYMENTS (AS DEFINED IN THE EUROSILICONE AGREEMENT) DUE UNDER THE EUROSILICONE
AGREEMENT; PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT OF ALL SUCH PAYMENTS
SHALL NOT EXCEED €16,400,000 AND (II) TRADE ACCOUNTS PAYABLE OF THE COMPANY AND
OTHER INDEBTEDNESS THAT, IN EACH CASE, IS PREFERRED BY OPERATION OF LAW.
THE
COMPANY WILL NOT (X) AMEND, SUPPLEMENT, MODIFY OR WAIVE ANY COMPLIANCE WITH
EITHER THE SUBORDINATED SIRIUS NOTE OR THE SUBORDINATED INTEGRATED NOTE OR (Y)
PERMIT THE ASSIGNMENT OR TRANSFER OF SOME OR ALL OF THE RIGHTS UNDER EITHER THE
SUBORDINATED SIRIUS NOTE OR THE SUBORDINATED INTEGRATED NOTE WITHOUT THE PRIOR
WRITTEN CONSENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) OF THE
HOLDERS OF THE NOTES REPRESENTING AT LEAST A MAJORITY OF THE PRINCIPAL AMOUNT OF
ALL THE NOTES THEN OUTSTANDING.
(Q)
ISLE OF MAN FACILITY.
WITHIN SIXTY (60) DAYS OF THE CLOSING OF
THE COMPANY'S ACQUISITION OF NAGOR LIMITED, (I) THE COMPANY SHALL CAUSE NAGOR
LIMITED TO, AND NAGOR LIMITED SHALL, PLEDGE TO THE COLLATERAL AGENT, AND GRANT
THE COLLATERAL AGENT, IN EACH CASE FOR THE BENEFIT OF THE COLLATERAL AGENT AND
THE HOLDERS OF THE NOTES, A SECURITY INTEREST IN SUBSTANTIALLY ALL OF THE
PROPERTY AND ASSETS OF NAGOR LIMITED (INCLUDING THE FACILITY LOCATED AT GLOBAL
HOUSE, ISLE OF MAN BUSINESS PARK, COOIL ROAD, DOUGLAS IN THE ISLE OF MAN) IN
ORDER TO SECURE THE OBLIGATIONS OF THE COMPANY UNDER THE NOTES, THE SECURITIES
PURCHASE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND (II) NAGOR LIMITED
SHALL EXECUTE AND DELIVER SUCH DOCUMENTS (INCLUDING CUSTOMARY LEGAL OPINIONS,
TITLE DOCUMENTS AND CERTIFICATES), CONTAINING CUSTOMARY TERMS AND PROVISIONS AND
IN FORM AND SUBSTANCE ACCEPTABLE TO THE COLLATERAL AGENT EVIDENCING SUCH PLEDGE
AND GRANT OF A SECURITY INTEREST.
(R)
[LOCKUP.
EXCEPT AS OTHERWISE PERMITTED UNDER SECTION 11(P), ON
THE ISSUANCE DATE, AND FOR A PERIOD OF THREE HUNDRED AND SIXTY (360) DAYS
THEREAFTER, THE
33
Company shall use its commercially reasonable efforts to prevent any director or
executive officer of the Company or any Subsidiary or any Affiliate of any such
director or executive officer from (i) effecting a public sale of any Shares or
any security convertible into or exchangeable for