(A) SEPTEMBER 15, 2012, IF THE
CONVERTIBLE DEBENTURES CONDITIONS HAVE BEEN SATISFIED OR WAIVED, UNLESS AND
UNTIL THE SUBORDINATED NOTES CONDITIONS HAVE BEEN SATISFIED OR WAIVED OR (B) THE
CONVERTIBLE DEBENTURES TRIGGER DATE, UNLESS AND UNTIL THE CONVERTIBLE DEBENTURES
CONDITIONS HAVE BEEN SATISFIED OR WAIVED; PROVIDED FURTHER THAT, IF ANY GD
EARNOUT NOTES ARE ISSUED, THEN THE REVOLVING TERMINATION DATE SHALL BE DEEMED TO
MEAN (IF EARLIER THAN THE DATE THAT WOULD OTHERWISE APPLY BASED ON THE FOREGOING
PROVISIONS OF THIS DEFINITION) THE DATE THAT IS THREE MONTHS PRIOR TO THE
EARLIEST DATE THAT ANY PRINCIPAL PAYMENT IS REQUIRED IN RESPECT OF THE GD
EARNOUT NOTES UNLESS ON SUCH DATE (I) NO GD EARNOUT NOTES REMAIN OUTSTANDING OR
(II) THE SUM OF THE AGGREGATE AVAILABLE REVOLVING COMMITMENTS PLUS CASH ON HAND
AND CASH EQUIVALENTS OF THE LOAN PARTIES (TO THE EXTENT THAT SUCH CASH AND CASH
EQUIVALENTS ARE (A) AVAILABLE TO THE LOAN PARTIES WITHOUT ANY RESTRICTION THAT
WOULD IMPAIR THE APPLICATION THEREOF TO PAY INDEBTEDNESS WITHIN THREE BUSINESS
DAYS (IT BEING UNDERSTOOD THAT CASH IN AN AMOUNT EQUAL TO THE DEBENTURE RESERVE
AMOUNT AT THE TIME SHALL BE TREATED AS RESTRICTED FOR PURPOSES OF THIS
DETERMINATION) AND (B) NOT SUBJECT TO ANY LIENS OTHER THAN (1) LIENS CREATED
UNDER THE LOAN DOCUMENTS OR (2) LIENS ARISING BY OPERATION OF LAW, OR BANKERS
LIENS AND BROKERS LIENS ARISING UNDER CUSTOMARY ACCOUNT AGREEMENTS ENTERED INTO
IN THE ORDINARY COURSE OF BUSINESS, IN EACH CASE THAT DO NOT IMPAIR ACCESS TO
SUCH CASH OR CASH EQUIVALENTS) IS NOT LESS THAN $50,000,000 IN EXCESS OF THE
AMOUNT REQUIRED TO REPAY THE OUTSTANDING GD EARNOUT NOTES IN FULL.
(f)
Amendment to definition of "Term Loan Maturity Date".
The defined term
"Term Loan Maturity Date", as defined in Section 1.1 of the Credit Agreement, is
hereby amended by amending and restating the definition in its entirety as
follows:
"Term Loan Maturity Date":
the fifth anniversary of the Effective Date, if each
of the Convertible Debentures Conditions and the Subordinated Notes Conditions
have been satisfied or waived; provided that the Term Loan Maturity Date shall
be deemed to mean (a) September 15, 2012, if the Convertible Debentures
Conditions have been satisfied or waived, unless and until the Subordinated
Notes Conditions have been satisfied or waived or (b) the Convertible Debentures
Trigger Date, unless and until the Convertible Debentures Conditions have been
satisfied or waived ; provided further that, if any GD Earnout Notes are issued,
then the Term Loan Maturity Date shall be deemed to mean (if earlier than the
date that would otherwise apply based on the foregoing
6
provisions of this definition) the date that is three months prior to the
earliest date that any principal payment is required in respect of the GD
Earnout Notes unless on such date (i) no GD Earnout Notes remain outstanding or
(ii) the sum of the aggregate Available Revolving Commitments plus cash on hand
and Cash Equivalents of the Loan Parties (to the extent that such