FORBEARANCE AGREEMENTForbearance Agreement • October 2nd, 2023 • SmileDirectClub, Inc. • Dental equipment & supplies • New York
This LIMITED FORBEARANCE AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and among SDC U.S. SMILEPAY SPV, a Delaware statutory trust (the “Borrower”), SMILEDIRECTCLUB, LLC, a Tennessee limited liability company (“SmileDirectClub”), as the Seller and initial Servicer (in such capacity, the “Servicer”), SDC Financial LLC, a Delaware limited liability company (the “Parent”, together with the Borrower and SmileDirectClub, the “Credit Parties”), the financial institutions party hereto as Lenders under the Loan Agreement (as hereinafter defined) (collectively, the “Lenders”), and HPS INVESTMENT PARTNERS, LLC (the “Agent”), in its capacity as collateral agent (in such capacity, the “Collateral Agent”) and as administrative agent (in such capacity, the “Administrative Agent”).
SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of September 29, 2023, among SDC FINANCIAL LLC, a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, as Borrower, SMILEDIRECTCLUB, INC., a debtor and...Possession credit Agreement • October 2nd, 2023 • SmileDirectClub, Inc. • Dental equipment & supplies • New York
SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of September 29, 2023, between SDC FINANCIAL LLC, a Delaware limited liability company (the “Borrower” or the “Company”, as applicable), SMILEDIRECTCLUB, INC., a Delaware corporation (the “Parent”), CLUSTER HOLDCO LLC and each other person from time to time party hereto as a lender (each, a “Lender” and together the “Lenders”) and CLUSTER HOLDCO LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, the “Collateral Agent”).
