TLC Vision (USA) Corporation 16305 Swingley Ridge Road, Suite 300 Chesterfield, MO 63017 Attention: Michael Gries Re: Amendment to Limited Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 5 to Credit Agreement Ladies and Gentlemen:
Exhibit 10.1
PRIVILEGED AND CONFIDENTIAL
FOR SETTLEMENT PURPOSES ONLY
SUBJECT TO FEDERAL RULES OF EVIDENCE §408
AND OTHER APPLICABLE CONFIDENTIALITY RULES
FOR SETTLEMENT PURPOSES ONLY
SUBJECT TO FEDERAL RULES OF EVIDENCE §408
AND OTHER APPLICABLE CONFIDENTIALITY RULES
EXECUTION COPY
Dated as of September 8, 2009
TLC Vision (USA) Corporation
00000 Xxxxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
00000 Xxxxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Re: Amendment to Limited Waiver and Amendment No. 4 to Credit Agreement and Amendment
No. 5 to Credit Agreement
Ladies and Gentlemen:
We refer to the Limited Waiver and Amendment No. 4 to Credit Agreement, dated as of June 30,
2009, among TLC Vision (USA) Corporation (the “Borrower”). TLC Vision Corporation
(“Parent”), as Guarantor, the Additional Guarantors, and the Required Lenders party thereto
(as amended, “Amendment No. 4”). Capitalized terms used but not defined in this Amendment
to Limited Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 5 to Credit Agreement
(this “Amendment to Limited Waiver”) have the same meanings herein as in Amendment No. 4.
The Loan Parties have requested that the Required Lenders grant an extension with respect to
the Waiver Period (as defined in Amendment No. 4) and to amend the Credit Agreement. Accordingly,
the Loan Parties hereby agree with the undersigned Required Lenders as follows:
SECTION 1. Amendment
of Limited Waiver. Section l(d)(iv) of Amendment No. 4 is
hereby amended by amending and restating in its entirety the definition of “Waiver Period” as
follows:
“Waiver
Period” means the period commencing on Amendment No. 4
Effective Date and ending on the earlier to occur of (A) September 30, 2009 or such
later date as may be agreed by the Required Lenders in their sole discretion and
(B) the occurrence of any Default or Event of Default (other than a Specified
Default or a Payment Default).
SECTION 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as
set forth below.
(a) Definitions. Section 1.01 of the Credit Agreement is amended
by inserting the following new defined term in the appropriate alphabetical sequence
in
such Section:
“Amendment No. 5 to Credit Agreement” shall mean Amendment to Limited Waiver
and Amendment No. 4 to Credit Agreement and Amendment No. 5 to Credit
Agreement, dated as of September 9, 2009, among the Loan Parties and the
Lender party thereto.
(b) Negative Covenants. Section 5.02(e)(iii) of the Credit Agreement
is amended and restated it its entirety as follows:
“(iii) equipment sales reflected on Schedule 5.02(e)(iii) hereof and
consummated by no later than the end of the Waiver Period (as defined in
Amendment No. 5 to Credit Agreement).”
SECTION 3. Acknowledgments and Agreements of the Loan Parties. Each of the Loan
Parties hereby irrevocably and unconditionally agrees, acknowledges and affirms to the Agents, the
Issuing Bank and the Lenders that except for the amendment to Amendment No. 4 set forth in
Section 1 hereof, this Amendment to Limited Waiver shall not, by implication or otherwise,
limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Agents,
the Issuing Bank or the Lenders under any of the Loan Documents, nor alter, modify, amend or in
any way affect any of the rights, remedies, obligations or any covenants of the Loan Parties
contained in any of the other Loan Documents, all of which are ratified and confirmed in all
respects and shall continue in full force and effect.
SECTION 4. Representations and Warranties. Each of the Loan Parties hereby represents
and warrants to the Agents, the Issuing Bank and the Lenders that:
(a) Due Execution and Authorization; Legal, Valid and Binding Obligation. This
Amendment to Limited Waiver has been duly executed and delivered by each Loan Party. The
execution and delivery by each Loan Party of this Amendment to Limited Waiver is within
such Loan Party’s powers and has been duly authorized by all necessary action on its part.
This Amendment to Limited Waiver constitutes the legal, valid and binding obligations of
each Loan Party, enforceable against such Loan Party 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) No Conflicts. The execution, delivery and performance by each Loan Party of
this Amendment to Limited Waiver, are within such Loan Party’s corporate, limited liability
company, limited liability partnership or limited partnership (as applicable) powers, have
been duly authorized by all necessary corporate, limited liability company, limited
liability partnership or limited partnership (as applicable) action, and do not (i)
contravene such Loan Party’s charter, bylaws, limited liability company agreement,
partnership agreement or other constituent documents, (ii) violate any law, rule regulation,
order, writ, judgment, injunction, decree, determination or
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award, (iii) conflict with or result in the breach of, or constitute a default or require
any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting any Loan Party, any of its
Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan
Documents, result in or require the creation or imposition of any Lien upon or with respect
to any of the properties of any Loan Party or any of its Subsidiaries.
(c) Representations. After giving effect to this Amendment to Limited Waiver
each of the representations and warranties made by any Loan Party contained in the Loan
Documents is true and correct in all material respects as of the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date.
(d) Ratification of Obligations.
(i) There are no understandings or agreements relating to the Obligations
other than the Loan Documents.
(ii) Neither the Lenders, any Agent, nor the Issuing Bank are in default under
any of the Loan Documents or otherwise have breached any obligations to the Loan
Parties.
(iii) There are no offsets, counterclaims or defenses to the Obligations or to
the rights, remedies or powers of the Administrative Agent, the Collateral Agent,
the Issuing Bank, or any Lender in respect of any of the Obligations or any of the
Loan Documents, and the Loan Parties agree not to interpose (and each does hereby
waive and release) any such defense, set-off or counterclaim in any action brought
by the Administrative Agent, the Collateral Agent, the Issuing Bank or any of the
Lenders with respect thereto.
(e) No Defaults. No Default or Event of Default exists on the date hereof,
other than the Specified Defaults or Payment Defaults.
(f) Material Information.
(i) None of the factual information and data (taken as a whole) at any time
furnished by any Loan Party, any of its Subsidiaries or any of their respective
counsel, financial advisers or authorized representatives to any Agent, any Lender,
or any of their respective counsel or financial advisors in connection with the Loan
Documents and the proposed restructuring of the obligations thereunder, contains any
untrue statement of a material fact or omits to state any material fact necessary to
make such information and data (taken as a whole) not materially misleading, in each
case, at the time such information was provided in light of the circumstances under
which such information or data was furnished.
(ii) The projections and other pro forma financial information provided to any
Agent, any Lender or any of their respective counsel or financial advisers were
prepared in good faith based upon assumptions believed by the Loan Parties to be
reasonable at the time made, it being recognized by the Agents and the
3
Lenders that such projections as to future events are not to be viewed as facts and
that actual results during the period or periods covered by any such projections
may differ from the projected results and such differences may be material.
SECTION 5. Conditions to Effectiveness. This Amendment to Limited Waiver shall become
effective if, and only if, on or before September 11, 2009, each of the following conditions
precedent shall have been satisfied:
(a)
Execution and Delivery of Documents. The Administrative Agent and
counsel to the Required Lenders shall have received (i) duly executed counterparts of this
Amendment to Limited Waiver which, when taken together, bear the authorized signatures of
each of the Borrower, the Parent and the Required Lenders, required for this Amendment to
Limited Waiver to become effective and (ii) duly executed counterparts of the Consent, in
the form of Annex A hereto, which when taken together, bear the authorized signatures of
each of the Loan Parties.
(b)
Proof of Corporate Action. The Administrative Agent and counsel to
the Required Lenders shall have received from each of the Loan Parties copies, certified by
a duly authorized officer of such Person to be true and complete on and as of the date
hereof, of the records of all corporate action taken by such Person to authorize (A) such
Person’s execution and delivery of this Amendment to Limited Waiver, and (B) such Person’s
performance of all of its agreements and obligations under this Amendment to Limited Waiver.
Such certified copies shall be in form and substance reasonably satisfactory to the Required
Lenders.
(c)
Closing Certificate. The Administrative Agent and counsel to the Required
Lenders shall have received a certificate, dated as of the date hereof, signed by the Chief
Financial Officer of the Borrower, to the effect that (i) each of the representations and
warranties of the Loan Parties contained in Section 4 hereof are true and correct
as of the date hereof, and (ii) all conditions to the effectiveness of this Amendment to
Limited Waiver set forth in this Section 5 have been satisfied in all respects.
(d)
Incumbency Certificate. The Administrative Agent and counsel to the
Required Lenders shall have received incumbency certificates, dated as of the date hereof,
signed respectively by a duly authorized officer of each of the Loan Parties, and giving
the name and bearing a specimen signature of each individual who shall be authorized (x) to
sign, in the name and on behalf of such Person this Amendment to Limited Waiver, and (y) to
give notices and to take other action on behalf of such Person under this Amendment to
Limited Waiver and the Loan Documents. Such certified copies or certificate shall be in
form and substance reasonably satisfactory to the Required Lenders.
(e) Fees, Costs and Expenses. The Borrower shall have paid all invoiced unpaid
fees and out-of-pocket expenses and disbursements of (i) Xxxxxxx XxXxxxxxx LLP, counsel to
certain of the Lenders, pursuant to the fee agreement dated as of February 10, 2009, (ii)
Gordian Group LLC, the financial advisor engaged by
4
Xxxxxxx XxXxxxxxx LLP for the benefit of the lenders represented by it, pursuant to the
engagement letter, dated as of February 20, 2009, and (iii) Stikeman Elliott LLP, Canadian
counsel to certain of the Lenders.
SECTION 6. Post-Closing Covenants.
(a) Agreements. The Loan Parties shall not (i) make or permit any of their
Subsidiaries (or Affiliates that they control) to make, any material amendment to any
agreement to which it is a party, (ii) settle or permit any of their Subsidiaries to
settle, or make payment of or permit any of their Subsidiaries (or Affiliates that they
control) to make payment of, any material claim, under or in connection with any agreement
to which it is a party, or (iii) enter into any material agreement with any Person, unless
in the case of (i) and (ii) the Loan Parties reasonably determine that such amendment or
settlement results in cash savings or improved liquidity for the Loan Parties after written
notice to and consultation with the Required Lenders.
(b) Terms of Financing and Restructuring. The Loan Parties shall negotiate in
good faith and use their best efforts to agree by September 28, 2009 to (i) a term sheet
reflecting terms of additional debt financing acceptable to the Required Lenders, and (ii)
a term sheet reflecting terms of an overall debt and/or equity restructuring acceptable to
the Lenders under applicable law.
(c) TLC Management Services Inc. The Loan Parties shall cause TLC Management
Services Inc. to merge into the Borrower by September 21, 2009.
(d) Sale of Assets. The Loan Parties shall not sell, lease, transfer or
otherwise dispose of, or permit any of their Subsidiaries to sell, lease, transfer of
otherwise dispose of, any assets, or grant any option or other right to purchase, lease or
otherwise acquire, or permit any of their Subsidiaries to grant any option or other right
to purchase, lease or otherwise acquire, any assets except as expressly permitted by
Section 5.02(e)(iii) of the Credit Agreement.
(e) Consents, Waivers. The Loan Parties shall, and shall cause their
Subsidiaries to, use their best efforts to obtain all necessary consents and/or waivers of
any Person that has any rights under any agreement with any Loan Party or any of its
Subsidiaries arising from any bankruptcy, insolvency, reorganization or any similar
proceeding with respect to the Parent and/or Borrower, or any change of control provision
therein that could have an adverse effect on the Parent or any of its Subsidiaries or
Affiliates.
(f) Delivery of Information. The Loan Parties shall (i) promptly deliver any
additional information reasonable requested by any Lender or its counsel or financial
advisors and (ii) deliver to the Administrative Agent and counsel to the Required Lenders
by September 21, 2009 draft schedules setting out all of the liabilities and assets of each
of the Parent and Borrower respectively.
SECTION 7. Release. In consideration of the foregoing, each of the Loan Parties and
its successors and assigns (collectively, the “Releasors”), as applicable, release and forever
5
discharge the Agents, the Issuing Bank, and each Lender that executes this Amendment to Limited
Waiver and their respective affiliates, officers, directors, employees, agents, attorneys,
predecessors, successors and assigns, both present and former (collectively, together with the
Agents, the Issuing Bank and each Lender, the “Bank Affiliates”), of and from any and all manner
of action and actions, causes of action, suits, debts, controversies, damages, judgments,
executions, claims and demands whatsoever, asserted or unasserted, in law or in equity, relating
to or arising out of any Loan Document, against any of the Bank Affiliates which any Releasor ever
had or now has on the date hereof, upon or by reason of any manner, cause, causes or thing
whatsoever, whether presently existing, suspected, known, unknown, contemplated or anticipated.
SECTION 8. GOVERNING LAW. THIS AMENDMENT TO LIMITED WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. Miscellaneous. The failure of any Loan Party to timely perform any of its
obligations under Section 6 hereof shall constitute an immediate and automatic Event of Default.
This Amendment to Limited Waiver constitutes the entire agreement of the parties with respect to
the subject matter hereof and supersedes any prior understandings or agreements which may have
existed with respect thereto. Except as expressly provided herein, this Amendment to Limited Waiver
shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect
any rights or remedies of the Agents or the Lender Parties under the Credit Agreement or the other
Loan Documents, nor alter, modify, amend or in any way affect any of the obligations or covenants
contained in the Credit Agreement or any of the other Loan Documents, all of which are ratified and
confirmed in all respects and shall continue in full force and effect. To the extent there is any
inconsistency between the terms and provisions of any Loan Document and the terms and provisions of
this Amendment to Limited Waiver, the terms and provisions of this Amendment to Limited Waiver
shall govern. The headings used in this Amendment to Limited Waiver are for convenience of
reference only and shall not in any way be deemed to limit, define or describe the scope and intent
of this Amendment to Limited Waiver or any provision hereof. This Amendment to Limited Waiver shall
be binding upon and inure to the benefit of each of the Lenders, the Agents and the Issuing Bank
and each of the Loan Parties, and to each of their respective successors and assigns. This
Amendment to Limited Waiver may not be modified or amended except by a written instrument executed
by the party to be charged. Execution and delivery of this Amendment to Limited Waiver by facsimile
transmission or other electronic means shall constitute execution and delivery of this Amendment to
Limited Waiver for all purposes, with the same force and effect as execution and delivery of an
original manually signed copy hereof. This Amendment to Limited Waiver may be executed in any
number of counterparts by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
same agreement.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Limited Waiver to be duly
executed by their duly authorized officers, all as of the date first above written.
| Very truly yours, TLC VISION (USA) CORPORATION, as Borrower |
||||
| By: | /s/ Xxxxxxx X. XxXxxxx | |||
| Name: | Xxxxxxx X. XxXxxxx | |||
| Title: | CFO, Interim | |||
| TLC VISION CORPORATION, as Parent and Guarantor |
||||
| By: | /s/ Xxxxxxx X. XxXxxxx | |||
| Name: | Xxxxxxx X. XxXxxxx | |||
| Title: | CFO, Interim | |||
[Signature Page to Amendment to Limited Waiver]
Annex A
CONSENT
Dated as of September 8, 2009
We, the undersigned, as Guarantors under the Guaranty and Grantors under the Security
Agreements and the Intellectual Property Security Agreement (each as defined in the Credit
Agreement) in favor of the Agents and, for their benefit and the benefit of the Lenders party to
the Credit Agreement referred to in the foregoing Amendment to Limited Waiver and Amendment No. 4
to Credit Agreement and Amendment No. 5 to Credit Agreement (“Amendment to Limited
Waiver”), hereby consent to such Amendment to Limited Waiver and hereby confirm and agree that
notwithstanding the effectiveness of such Amendment to Limited Waiver, each of the Guaranty, the
Security Agreements and the Intellectual Property Security Agreement is, and shall continue to be,
in full force and effect and is hereby ratified and confirmed in all respects. Capitalized terms
used but not defined in this Consent have the same meanings herein as in the Credit Agreement
| GUARANTORS TLC VISION CORPORATION |
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| By: | /s/ Xxxxxxx X. XxXxxxx | |||
| Name: | Xxxxxxx X. XxXxxxx | |||
| Title: | CFO, Interim | |||
[Signature Page to Amendment to Limited Waiver]
AMERICAN EYE INSTRUMENTS, INC.
DELAWARE VALLEY VISION ASSOCIATES GROUP PRACTICE, LLC
LASER EYE SURGERY, INC.
LASER VISION CENTERS, INC.
LVCI CALIFORNIA, LLC
By: Laser Vision Centers, Inc., its Member
SIGHTPATH MEDICAL INC.
OR PARTNERS, INC.
O.R. PROVIDERS, INC.
SOUTHEAST MEDICAL, INC.
SOUTHERN OPHTHALMICS, INC.
TLC CAPITAL CORPORATION
TLC FLORIDA EYE LASER CENTER, LLC
By: TLC THE LASER CENTER (INSTITUTE) INC., ITS MEMBER
TLC LASER EYE CENTERS (ATAC), LLC
TLC LASER EYE CENTERS (REFRACTIVE I) INC.
TLC MANAGEMENT SERVICES, INC.
TLC MIDWEST EYE LASER CENTER, INC.
TLC THE LASER CENTER (ANNAPOLIS) INC.
TLC THE LASER CENTER (BALTIMORE MANAGEMENT) LLC
TLC THE LASER CENTER (BALTIMORE) INC.
TLC THE LASER CENTER (BOCA RATON) LIMITED PARTNERSHIP
By: (NORTHEAST) INC., ITS GENERAL PARTNER
TLC THE LASER CENTER (CAROLINA) INC.
TLC THE LASER CENTER (CONNECTICUT) L.L.C.
By: TLC THE LASER CENTER (NORTHEAST) INC., ITS SOLE MEMBER
TLC THE LASER CENTER (INSTITUTE) INC.
TLC THE LASER CENTER (NORTHEAST) INC.
TLC VC, LLC
TLC VISION SOURCE, INC.
TLC XXXXXXX LASER EYE ASSOCIATES, LLC
By: TLC THE LASER CENTER (NORTHEAST) INC., ITS MEMBER
TRUVISION, INC.
TRUVISION CONTACTS, INC.
TRUVISION PROVIDER ONLINE SERVICES, INC.
VALLEY LASER EYE CENTER, LLC
By: LASER VISION CENTERS, INC., ITS SOLE MEMBER
DELAWARE VALLEY VISION ASSOCIATES GROUP PRACTICE, LLC
LASER EYE SURGERY, INC.
LASER VISION CENTERS, INC.
LVCI CALIFORNIA, LLC
By: Laser Vision Centers, Inc., its Member
SIGHTPATH MEDICAL INC.
OR PARTNERS, INC.
O.R. PROVIDERS, INC.
SOUTHEAST MEDICAL, INC.
SOUTHERN OPHTHALMICS, INC.
TLC CAPITAL CORPORATION
TLC FLORIDA EYE LASER CENTER, LLC
By: TLC THE LASER CENTER (INSTITUTE) INC., ITS MEMBER
TLC LASER EYE CENTERS (ATAC), LLC
TLC LASER EYE CENTERS (REFRACTIVE I) INC.
TLC MANAGEMENT SERVICES, INC.
TLC MIDWEST EYE LASER CENTER, INC.
TLC THE LASER CENTER (ANNAPOLIS) INC.
TLC THE LASER CENTER (BALTIMORE MANAGEMENT) LLC
TLC THE LASER CENTER (BALTIMORE) INC.
TLC THE LASER CENTER (BOCA RATON) LIMITED PARTNERSHIP
By: (NORTHEAST) INC., ITS GENERAL PARTNER
TLC THE LASER CENTER (CAROLINA) INC.
TLC THE LASER CENTER (CONNECTICUT) L.L.C.
By: TLC THE LASER CENTER (NORTHEAST) INC., ITS SOLE MEMBER
TLC THE LASER CENTER (INSTITUTE) INC.
TLC THE LASER CENTER (NORTHEAST) INC.
TLC VC, LLC
TLC VISION SOURCE, INC.
TLC XXXXXXX LASER EYE ASSOCIATES, LLC
By: TLC THE LASER CENTER (NORTHEAST) INC., ITS MEMBER
TRUVISION, INC.
TRUVISION CONTACTS, INC.
TRUVISION PROVIDER ONLINE SERVICES, INC.
VALLEY LASER EYE CENTER, LLC
By: LASER VISION CENTERS, INC., ITS SOLE MEMBER
| By: | /s/ Xxxxxxx X. XxXxxxx | |||
| Name: | Xxxxxxx X. XxXxxxx | |||
| Title: | CFO, Interim | |||
[Signature Page to Amendment to Limited Waiver]
| TLC THE LASER CENTER (MONCTON) INC. RHEO CLINIC INC. VISION CORPORATION |
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| By: | /s/ Xxxxxxx X. XxXxxxx | |||
| Name: | Xxxxxxx X. XxXxxxx | |||
| Title: | CFO, Interim | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
Brentwood CLO Ltd.
By: Highland Capital Management, L.P.
As Collateral Manager
By: Strand Advisors, Inc., its General Partner
By: Highland Capital Management, L.P.
As Collateral Manager
By: Strand Advisors, Inc., its General Partner
| By: | /s/ Xxxxx Xxxx | |||
| Name: | XXXXX XXXX | |||
| Title: | OPERATIONS DIRECTOR | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
Loan Funding IV LLC
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
| By: | /s/ Xxxxx Xxxx | |||
| Name: | XXXXX XXXX | |||
| Title: | OPERATIONS DIRECTOR | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
Greenbriar CLO, Ltd.
By: Highland Capital Management, L.P., as Collateral Manager
By: Strand Advisors, Inc.
Its General Partner
By: Highland Capital Management, L.P., as Collateral Manager
By: Strand Advisors, Inc.
Its General Partner
| By: | /s/ Xxxxx Xxxx | |||
| Name: | XXXXX XXXX | |||
| Title: | OPERATIONS DIRECTOR | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
Loan Star State Trust
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its Investment Advisor
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its Investment Advisor
| By: | /s/ Xxxxx Xxxx | |||
| Name: | XXXXX XXXX | |||
| Title: | OPERATIONS DIRECTOR | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
| Longhorn Credit Funding, LLC By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc. Its General Partner |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | XXXXX XXXX | |||
| Title: | OPERATIONS DIRECTOR | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
| Red River CLO Ltd. By: Highland Capital Management, L.P. As Collateral Manager By: Strand Advisors, Inc., Its General Partner |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | XXXXX XXXX | |||
| Title: | OPERATIONS DIRECTOR | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
| Rockwall CDO II Ltd. By: Highland Capital Management, L.P. As Collateral Manager By: Strand Advisors, Inc. Its General Partner |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | XXXXX XXXX | |||
| Title: | OPERATIONS DIRECTOR | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
| Southfork CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., Its General Partner |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | XXXXX XXXX | |||
| Title: | OPERATIONS DIRECTOR | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
| Loan Funding VII LLC By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., Its General Partner |
||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | XXXXX XXXX | |||
| Title: | OPERATIONS DIRECTOR | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
| XXXX FORCE 1 CLO. LTD. By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
| FM LEVERAGED CAPITAL FUND II By: GSO/Blackstone Debt Funds Management LLC as Subadviser to FriedbergMilstein LLC |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Amendment to Limited Waiver]
Agreed to and Accepted By:
| MONUMENT PARK CDO LTD. By: Blackstone Debt Advisors L.P. as Collateral Manager |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Amendment to Limited Waiver]
| Agreed to and Accepted By: XXXX FORCE 3 CLO. LTD. By: GSO/Blackstone Debt Funds Management LLC as Collateral Manager |
||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Amendment to Limited Waiver]
| Agreed to and Accepted By: CIFC Funding 2007-48, LTD. |
||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Amendment to Limited Waiver]
| Agreed to and Accepted By: CIFC Funding 2007 — IV, Ltd. |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | XXXXX XXXXXXX | |||
| Title: | CO-CHIEF INVESTMENT OFFICER | |||
[Signature Page to Amendment to Limited Waiver]
| Agreed to and Accepted By: Denali Capital LLC, managing member of DC Funding Partners LLC, Collateral Manager for Spring Road CLO 2007-1, LTD., or an affiliate |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | XXXX X. XXXXXXX | |||
| Title: | CHIEF CREDIT OFFICER | |||
[Signature Page to Amendment to Limited Waiver]
| Agreed to and Accepted By: Pangaea CLO 2007-1 LTD. By Pangaea Asset Management, LLC, its Collateral Manager |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Assistant Secretary | |||
[Signature Page to Amendment and Limited Waiver]
| Agreed to and Accepted By: Sargas CLO I LTD. By Sargas Asset Management, LLC, its Portfolio Manager |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Assistant Secretary | |||
[Signature Page to Amendment and Limited Waiver]
| Agreed to and Accepted By: Xxxxxxxx Funding 2008-1 Ltd. |
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| By: | /s/ Xxxxx Xxxxx | |||
| Name: | XXXXX XXXXX | |||
| Title: | CFO | |||
[Signature Page to Amendment to Limited Waiver]
| Agreed to and Accepted By: ACA CLO 2007-1, LTD By: Its investment advisor Apidos Capital Management, LLC |
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| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
[Signature Page to Amendment to Limited Waiver]
| Agreed to and Accepted By: National City Bank now a part of PNC |
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| By: | /s/ Xxxxxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
[Signature Page to Amendment to Limited Waiver]
