EXISTENCE FOR
MORE THAN ONE HALF HOUR PERIOD IN THE AGGREGATE ON ANY SCHEDULED TRADING DAY FOR
THE COMMON STOCK OF ANY SUSPENSION OR LIMITATION IMPOSED ON TRADING (BY REASON
OF MOVEMENTS IN PRICE EXCEEDING LIMITS PERMITTED BY THE NASDAQ NATIONAL MARKET
OR OTHERWISE) IN THE COMMON STOCK OR IN ANY OPTIONS, CONTRACTS OR FUTURE
CONTRACTS RELATING TO THE COMMON STOCK, AND SUCH SUSPENSION OR LIMITATION OCCURS
OR EXISTS AT ANY TIME BEFORE 1:00 P.M. (NEW YORK CITY TIME) ON SUCH DAY.
(Y)
"NASDAQ" MEANS THE NASDAQ GLOBAL MARKET.
(Z)
"NOTES" MEANS THE 6.0%/8.0%/10.0% CONVERTIBLE SENIOR NOTES DUE
2019 OF THE COMPANY.
34
(AA)
"ORIGINAL PURCHASE PRICE" MEANS $1,000 PER SHARE OF SERIES A
PREFERRED STOCK, AS ADJUSTED FOR ANY STOCK DIVIDENDS, SPLITS, COMBINATIONS AND
SIMILAR EVENTS ON THE SERIES A PREFERRED STOCK.
(BB)
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION, LIMITED LIABILITY
COMPANY, LIMITED OR GENERAL PARTNERSHIP, JOINT VENTURE, ASSOCIATION, JOINT-STOCK
COMPANY, TRUST, UNINCORPORATED ORGANIZATION, GOVERNMENT, ANY AGENCY OR POLITICAL
SUBDIVISIONS THEREOF OR OTHER "PERSON" AS CONTEMPLATED BY SECTION 13(D) OF THE
EXCHANGE ACT.
(CC)
"PERMITTED TRANSFEREE" SHALL HAVE THE MEANING SET FORTH IN THE
SECURITIES PURCHASE AGREEMENT.
(DD)
"PUBLIC SALE" HAS THE MEANING SET FORTH IN THE SECURITIES PURCHASE
AGREEMENT.
(EE)
"REDEMPTION DATE" MEANS MAY [
], 2014 AND MAY [
] OF EACH
SUBSEQUENT YEAR ON WHICH ANY OF THE SERIES A PREFERRED STOCK IS OUTSTANDING, OR,
IF ANY SUCH DAY IS NOT A BUSINESS DAY, THE IMMEDIATELY SUCCEEDING BUSINESS DAY.
(FF)
"REPRESENTATION REDUCTION EVENT" MEANS A DECREASE, FOR ANY
REASON, IN THE SLS DIRECTOR BENEFICIAL OWNERSHIP PERCENTAGE THAT RESULTS IN A
REDUCTION IN THE NUMBER OF DIRECTORS OF THE BOARD THAT CONSTITUTES THE BOARD
REPRESENTATION ENTITLEMENT.
(GG)
"RIGHTS" SHALL HAVE THE MEANING GIVEN THERETO IN THE COMPANY RIGHTS
PLAN (OR THE COMPARABLE RIGHT UNDER ANY SUCCESSOR, SUBSTITUTE OR ADDITIONAL
STOCKHOLDER RIGHTS PLAN).
(HH)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(II)
"SECURITIES PURCHASE AGREEMENT" MEANS THAT CERTAIN SECURITIES
PURCHASE AGREEMENT, DATED APRIL [23], 2009, AMONG THE COMPANY, SLS AND SILVER
LAKE TECHNOLOGY INVESTORS SUMERU, L.P.
(JJ)
"SERIES A ORIGINAL ISSUANCE DATE" MEANS THE DATE ON WHICH THE
FIRST SHARE OF SERIES A PREFERRED STOCK WAS ISSUED.
(KK)
"SERIES B PREFERRED STOCK" MEANS THE SERIES B JUNIOR PARTICIPATING
CONVERTIBLE PREFERRED STOCK SO DENOMINATED AND AUTHORIZED BY THE COMPANY
CONCURRENTLY WITH THE SERIES A PREFERRED STOCK.
(LL)
"SLS" MEANS SILVER LAKE SUMERU FUND, L.P.
(MM)
"SLS DIRECTOR BENEFICIAL OWNERSHIP PERCENTAGE" MEANS, AT ANY TIME,
THE QUOTIENT OF (A) THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY
OWNED (EXCLUDING THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
OF THE WARRANTS (AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT)) BY THE
INVESTOR SECURITYHOLDERS DIVIDED BY (B) THE NUMBER OF COMMON SHARES OUTSTANDING
(AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT) (CALCULATED WITHOUT GIVING
EFFECT TO CLAUSE (IV) OF "COMMON SHARES OUTSTANDING").
35
(NN)
"SUBSIDIARY" MEANS WITH RESPECT TO ANY PERSON, ANY CORPORATION,
ASSOCIATION OR OTHER BUSINESS ENTITY OF