FOURTH FORBEARANCE AGREEMENT
Exhibit 10.28
This FOURTH FORBEARANCE AGREEMENT, dated as of October 30, 2009 (this
“Agreement”), is entered into by and among American HomePatient, Inc., a Delaware
corporation, American HomePatient, Inc., a Tennessee corporation, Designated Companies, Inc.,
American HomePatient of New York, Inc., The National Medical Rentals, Inc., American HomePatient of
Texas, L.P., AHP, L.P., AHP Home Medical Equipment Partnership of Texas, Colorado Home Medical
Equipment Alliance, LLC, Northeast Pennsylvania Alliance, LLC, Northwest Washington Alliance, LLC,
AHP Home Care Alliance of Tennessee, AHP Alliance of Columbia, AHP Knoxville Partnership, AHP Home
Care Alliance of Gainesville, AHP Home Care Alliance of Virginia (collectively, the
“Makers”), NexBank, SSB (as successor in interest to Heritage Bank, SSB, the
“Agent”) and those certain entities appearing on Schedule I attached hereto (collectively,
the “Forbearing Holders”).
W I T N E S S E T H:
WHEREAS, the Makers have executed and delivered in favor of the Agent, on behalf of the
holders thereof, a Secured Promissory Note, dated as of July 1, 2003, in the principal amount of
$250,000,000 (such note, as may be amended, restated, supplemented, or otherwise modified from time
to time, the “Note”);
WHEREAS, as of the date hereof, the Makers acknowledge that the Event of Default under the
Note defined herein as the “Designated Event of Default” has occurred and is continuing;
WHEREAS, pursuant to the terms of that certain First Forbearance Agreement (as defined below)
the Forbearing Holders (as defined in the First Forbearance Agreement) agreed to forbear from
exercising remedies during the Forbearance Period (as defined in the First Forbearance Agreement);
WHEREAS, the First Forbearance Agreement expired per its terms on September 1, 2009;
WHEREAS, pursuant to the terms of that certain Second Forbearance Agreement (as defined below)
the Forbearing Holders (as defined in the Second Forbearance Agreement) agreed to forbear from
exercising remedies during the Forbearance Period (as defined in the Second Forbearance Agreement);
WHEREAS, the Second Forbearance expired per its terms on October 1, 2009;
WHEREAS, pursuant to the terms of that certain Third Forbearance Agreement (as defined below)
the Forbearing Holders (as defined in the Third Forbearance Agreement) agreed to forbear from
exercising remedies during the Forbearance Period (as defined in the Third Forbearance Agreement);
WHEREAS, the terms of the Third Forbearance Agreement provide that the Third Forbearance
Agreement shall expire on November 1, 2009; and
WHEREAS, the Makers have requested, subject to the terms and conditions set forth herein, that
the Agent and the Forbearing Holders by execution of this Agreement agree to forbear, during the
Forbearance Period set forth in this Agreement, from exercising the rights and remedies available
to them as a direct result of the occurrence of the Designated Event of Default, and the Agent and
the Forbearing Holders have agreed to such forbearance, solely during the Forbearance Period set
forth in this Agreement and subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto hereby agree as follows:
SECTION 1. Defined Terms.
(a) As used in this Agreement, the following terms shall have the meanings set forth
below:
(i) “Company” shall mean American HomePatient, Inc., a Delaware
corporation.
(ii) “Designated Event of Default” shall mean the Event of Default that
arose on August 1, 2009 from the failure of the Makers to pay the outstanding
principal balance of the Note on the Maturity Date (it being understood and agreed
that any accrued and unpaid interest, including, without limitation, unpaid interest
accrued after the Maturity Date, must be paid monthly in arrears on the first
calendar day of each month and the failure to pay such interest is not a Designated
Event of Default).
(iii) “First Forbearance Agreement” shall mean that certain Forbearance
Agreement dated as of July 2, 2009.
(iv) “Forbearance Period” shall mean the period (i) commencing on and
including the Agreement Effective Date and (ii) continuing through and including the
date that is the earlier to occur of (x) December 1, 2009 and (y) the date of
occurrence of a Termination Event.
(v) “Second Forbearance Agreement” shall mean that certain Second
Forbearance agreement dated as of August 31, 2009.
(vi) “Termination Event” shall mean the occurrence of an Event of
Default under the Note, other than the Designated Event of Default.
(vii) “Third Forbearance Agreement” shall mean that certain Third
Forbearance Agreement dated as of October 1, 2009.
(b) Unless otherwise defined above or elsewhere in this Agreement, capitalized terms
used herein shall have the meanings assigned to such terms in the Note.
SECTION 2. Forbearance; Termination; Reservation of Rights.
(a) Upon the terms and conditions set forth in this Agreement, and so long as no
Termination Event shall have occurred, the Agent and the Forbearing Holders hereby agree to
forbear, solely for the duration of the Forbearance Period, from exercising the rights and
remedies available to them as a direct result of the occurrence of the Designated Event of
Default.
(b) Upon the expiration of the Forbearance Period, the agreement of the Agent and the
Forbearing Holders hereunder to forbear from exercising their respective rights and remedies
during the Forbearance Period shall immediately terminate without the requirement of any
demand, presentment, protest, or notice of any kind, all of which the Makers hereby
unconditionally and irrevocably waive and all of which rights and remedies are fully
reserved by the Agent and the Forbearing Holders. Each of the Makers agrees that any or all
of the Agent or the Forbearing Holders may at any time thereafter proceed to exercise any
and all of their respective rights and remedies under the Note, any other document related
thereto and/or applicable law, including, without limitation, their respective rights and
remedies with respect to
the Designated Event of Default, none of which rights or remedies or Designated Event
of Default is or shall be deemed to be waived in any respect.
SECTION 3. Conditions to Effectiveness. This Agreement shall become effective as of
the first date (the “Agreement Effective Date”) upon which the Agent shall have received
duly executed counterparts hereof that, when taken together, bear the authorized signatures of the
Makers, the Agent and the Forbearing Holders. The Agent shall notify the Makers and the Forbearing
Holders of the date of the Agreement Effective Date, and such notice shall be conclusive and
binding.
SECTION 4. Representations and Warranties. The Makers hereby represent and warrant to
the Agent and each of the Forbearing Holders that:
(a) This Agreement has been duly executed and delivered by each of the Makers and
constitutes a legal, valid and binding obligation of each of the Makers, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b) As of the Agreement Effective Date, no Event of Default (excepting the Designated
Event of Default) under the Note has occurred and is continuing.
(c) The Makers that are signatories to this Agreement comprise all of the original
Makers (as defined in the Note) that were parties to the Note that are in existence as of
the date hereof. Any original Maker (as defined in the Note) that is not a signatory to
this Agreement is no longer in existence as of the date hereof and has been merged into a
Maker that is a signatory to this Agreement, and all of such original Maker’s assets and
liabilities have been assumed by the Maker that is a signatory to this Agreement.
SECTION 5. No Implied Waiver. Except as expressly set forth herein, this Agreement
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of the Agent and the Forbearing Holders under the Note or any other
document related thereto, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Note or any other document
related thereto, all of which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle any Maker to a consent to, or a
waiver, amendment, modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Note or any other document related thereto in similar or
different circumstances.
SECTION 6. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCEABLE IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE.
SECTION 7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall constitute an original but all of which, when
taken together, shall constitute a single instrument. Delivery of an executed counterpart of a
signature page to this Agreement by telecopy or other electronic transmission shall be effective as
delivery of a manually executed counterpart hereof.
SECTION 8. Entire Agreement. This Agreement sets forth the entire understanding and
agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relative to such subject matter.
SECTION 9. Section Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute part of this Agreement for any other
purpose.
SECTION 10. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of each of the Makers, the Forbearing Holders, the Agent and their respective
successors and assigns; provided, that no Maker shall be entitled to delegate any of its duties
hereunder and shall not assign any of its rights or remedies set forth in this Agreement without
the prior written consent of the Agent in its sole discretion.
SECTION 11. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law; but if any
provision of this Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
SECTION 12. Tolling of Statutes of Limitations. The parties hereto agree that the
running of all statutes of limitation or doctrine of laches applicable to all claims or causes of
action that any Forbearing Holder or the Agent may be entitled to take or bring in order to enforce
its rights and remedies against any Maker shall be, to the fullest extent permitted by law, tolled
and suspended during the Forbearance Period.
[Remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the date first above written.
Makers: AMERICAN HOMEPATIENT, INC., a Delaware corporation |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| AMERICAN HOMEPATIENT, INC., a Tennessee corporation |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| DESIGNATED COMPANIES, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| AMERICAN HOMEPATIENT OF NEW YORK, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| THE NATIONAL MEDICAL RENTALS, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
Signature Page to Fourth Forbearance Agreement
|
AMERICAN HOMEPATIENT OF TEXAS, L.P., a Texas limited partnership |
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| By: | AMERICAN HOMEPATIENT, INC., its general partner |
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| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
|
AHP, L.P., a Tennessee limited partnership |
||||
| By: | AMERICAN HOMEPATIENT, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| AHP HOME MEDICAL EQUIPMENT PARTNERSHIP OF TEXAS, a Texas general partnership |
||||
| By: | AHP, L.P., a general partner |
|||
| By: | AMERICAN HOMEPATIENT, INC., its General Partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: Xxxxxxx X. Xxxxxxx | ||||
| Title: Executive Vice President
& Chief Financial Officer |
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| By: | AMERICAN HOMEPATIENT VENTURES, INC., a general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
Signature Page to Fourth Forbearance Agreement
| COLORADO HOME MEDICAL EQUIPMENT ALLIANCE, LLC, a Colorado limited liability company |
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| By: | AMERICAN HOMEPATIENT VENTURES, INC., its sole member |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| NORTHEAST PENNSYLVANIA ALLIANCE, LLC, a Pennsylvania limited liability company |
||||
| By: | AMERICAN HOMEPATIENT VENTURES, INC., its sole member |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| NORTHWEST WASHINGTON ALLIANCE, LLC, a Washington limited liability company |
||||
| By: | AMERICAN HOMEPATIENT VENTURES, INC., its sole member |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| AHP HOME CARE ALLIANCE OF TENNESSEE, a Tennessee general partnership |
||||
| By: | AMERICAN HOMEPATIENT, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
Signature Page to Fourth Forbearance Agreement
| By: | AMERICAN HOMEPATIENT VENTURES, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| AHP ALLIANCE OF COLUMBIA, a South Carolina general partnership |
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| By: | AMERICAN HOMEPATIENT, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| By: | AMERICAN HOMEPATIENT VENTURES, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| AHP KNOXVILLE PARTNERSHIP, a Tennessee general partnership |
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| By: | AMERICAN HOMEPATIENT, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| By: | AMERICAN HOMEPATIENT VENTURES, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
Signature Page to Fourth Forbearance Agreement
| AHP HOME CARE ALLIANCE OF GAINESVILLE, a Florida general partnership |
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| By: | AMERICAN HOMEPATIENT, INC., its general partner |
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| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| By: | AMERICAN HOMEPATIENT VENTURES, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| AHP HOME CARE ALLIANCE OF VIRGINIA, a Virginia general partnership |
||||
| By: | AMERICAN HOMEPATIENT, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
| By: | AMERICAN HOMEPATIENT VENTURES, INC., its general partner |
|||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Executive Vice President & Chief Financial Officer | |||
Signature Page to Fourth Forbearance Agreement
| NEXBANK, SSB, as Agent |
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| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President | |||
Signature Page to Fourth Forbearance Agreement
| EMERALD ORCHARD LIMITED |
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| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Authorized Signatory | |||
Signature Page to Fourth Forbearance Agreement
| ABERDEEN LOAN FUNDING, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., as Collateral Manager |
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| By: | STRAND ADVISORS, INC., its General Partner |
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| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| BRENTWOOD CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., as Collateral Manager |
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| By: | STRAND ADVISORS, INC., its General Partner |
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| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| EASTLAND CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., as Collateral Manager |
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| By: | STRAND ADVISORS, INC., its General Partner |
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| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| GLENEAGLES CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| XXXXXXX CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| GREENBRIAR CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| HIGHLAND LOAN FUNDING V, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| JASPER CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| LIBERTY CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| LOAN FUNDING IV, LLC |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| LOAN FUNDING VII, LLC |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| LONGHORN CREDIT FUNDING, LLC |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| XXX CAPITAL FUNDING, LP |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| PAMCO CAYMAN LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| RED RIVER CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| ROCKWALL CDO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| ROCKWALL CDO II, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| SOUTHFORK CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| WESTCHESTER CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
| STRATFORD CLO, LIMITED |
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| By: | HIGHLAND CAPITAL MANAGEMENT, L.P., | |||
| as Collateral Manager | ||||
| By: | STRAND ADVISORS, INC., | |||
| its General Partner | ||||
| /s/ Xxxx Xxxxx | ||||
| Name: | Xxxx Xxxxx | |||
| Title: | Executive Vice President | |||
Signature Page to Fourth Forbearance Agreement
SCHEDULE I
Forbearing Holders
Aberdeen Loan Funding, Limited
Brentwood CLO, Limited
Eastland CLO, Limited
Gleneagles CLO, Limited
Xxxxxxx CLO, Limited
Greenbriar CLO, Limited
Highland Loan Funding V, Limited
Jasper CLO, Limited
Liberty CLO, Limited
Loan Funding IV, LLC
Loan Funding VII, LLC
Longhorn Credit Funding, LLC
Xxx Capital Funding, LP
Pamco Cayman Limited
Red River CLO, Limited
Rockwall CDO, Limited
Rockwall CDO II, Limited
Southfork CLO, Limited
Westchester CLO, Limited
Stratford CLO, Limited
Brentwood CLO, Limited
Eastland CLO, Limited
Gleneagles CLO, Limited
Xxxxxxx CLO, Limited
Greenbriar CLO, Limited
Highland Loan Funding V, Limited
Jasper CLO, Limited
Liberty CLO, Limited
Loan Funding IV, LLC
Loan Funding VII, LLC
Longhorn Credit Funding, LLC
Xxx Capital Funding, LP
Pamco Cayman Limited
Red River CLO, Limited
Rockwall CDO, Limited
Rockwall CDO II, Limited
Southfork CLO, Limited
Westchester CLO, Limited
Stratford CLO, Limited
