Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - L-1 IDENTITY SOLUTIONS, INC. | mm08-3010_8k.htm |
EXHIBIT 10.1
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND CONSENT
This Amendment No. 3 to Credit Agreement and Consent (the “Agreement”) is dated as of August 30, 2010 and effective in accordance with Section 4 below, by and among L-1 IDENTITY SOLUTIONS OPERATING COMPANY (formerly known as L-1 Identity Solutions, Inc.), a Delaware corporation (the “Borrower”), L-1 IDENTITY SOLUTIONS, INC., a Delaware corporation (“Holdings”), each of the other Guarantors, each Lender party hereto, and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below.
STATEMENT OF PURPOSE
WHEREAS, the Borrower, Holdings, the Lenders and the Administrative Agent are parties to the Second Amended and Restated Credit Agreement dated as of August 5, 2008 (as amended by Amendment No. 1 to Credit Agreement, dated as of July 8, 2009, and Amendment No. 2 to Credit Agreement dated as of April 30, 2010, and as otherwise previously modified and amended, as amended hereby and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement as more specifically set forth herein. Subject to the terms and conditions set forth herein, the Administrative Agent and each of the Lenders party hereto have agreed to grant such requests of the Borrower.
NOW, THEREFORE, subject to the occurrence of the Effective Date (as defined below) pursuant to Section 4 hereof and in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Capitalized Terms. Except as otherwise provided herein, all capitalized undefined terms used in this Agreement (including, without limitation, in the introductory paragraph and the statement of purpose hereto) shall have the meanings assigned thereto in the Credit Agreement (as amended by this Agreement).
2. Amendments.
(a) Amendment to Section 7.11(a). Section 7.11(a) (“Financial Covenants; Consolidated Debt Service Coverage Ratio”) is hereby amended by deleting the proviso at the end of such section in its entirety and replacing it with the following:
“; provided that notwithstanding the foregoing, if on or prior to September 30, 2010 Holdings or one or more of its Affiliates shall have entered into one or more definitive agreements providing for the sale of all or substantially all of the assets and operations of Holdings and its Subsidiaries (whether pursuant to a sale of Equity Interests of Holdings or any of its Subsidiaries, a merger, an asset sale or otherwise), then the minimum Consolidated Debt Service Coverage Ratio for the period from September 30, 2010 to and including March 30, 2011 shall remain at 1.65 to 1.00.”
(b) Amendment to Section 7.11(b). Section 7.11(b) (“Financial Covenants; Consolidated Borrower Leverage Ratio”) is hereby amended by deleting the proviso at the end of such section in its entirety and replacing it with the following:
“; provided that notwithstanding the foregoing, if on or prior to September 30, 2010 Holdings or one or more of its Affiliates shall have entered into one or more definitive agreements providing for the sale of all or substantially all of the assets and operations of Holdings and its Subsidiaries (whether pursuant to a sale of Equity Interests of Holdings or any of its Subsidiaries, a merger, an asset sale or otherwise), then the maximum Consolidated Leverage Ratio for the period from September 30, 2010 to and including March 30, 2011 shall remain at 3.85 to 1.00.”
3. Consent. Subject to the terms and conditions set forth herein and the occurrence of the Effective Date, notwithstanding any limitation in Section 7.05 of the Credit Agreement to the contrary, the Administrative Agent, the L/C Issuer and the Lenders hereby consent to Holdings and/or one or more of its Subsidiaries entering into, and consummating the transactions contemplated by, a definitive agreement for the sale of certain assets of Holdings and its Subsidiaries, including the Equity Interests of certain Subsidiaries of Holdings other than the Borrower and the assignment of certain contract rights of Subsidiaries of Holdings, which assets considered in the aggregate constitute less than all or substantially all of the assets of Holdings and its Subsidiaries so long as (a) within three Business Days after the entering into of any such agreement, the Borrower has provided to the Administrative Agent, for delivery to the Lenders, (i) a balance sheet and income statement giving pro forma effect to such Disposition, and (ii) a certificate demonstrating that the Borrower would be in compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement as of the most recently completed Reference Period ended prior to such transaction for which the financial statements and certificates required by Section 6.01(a) or 6.01(b) of the Credit Agreement have been delivered, after giving pro forma effect to such transaction (including the repayment of Obligations required by this Section 3) as if such Disposition had occurred as of the first day of such period, (b) 100% of the purchase price is to be paid by the purchaser in cash, (c) in the reasonable opinion of Holdings, such Disposition will not have a materially adverse impact on any ongoing or anticipated negotiations for the Dispositions of the remainder of the assets of Holdings and its Subsidiaries in one or more other transactions, and (d) within two Business Days after the consummation of such Disposition, 100% of the Net Cash Proceeds are applied to the prepayment of the Obligations in accordance with the provisions of Section 2.05(b)(vii)(B) of the Credit Agreement as if such Disposition were one with respect to which the provisions of Section 2.05(b)(ii) of the Credit Agreement applied (but ignoring any time frames or reinvestment provisions contained in Section 2.05(b)(ii) of the Credit Agreement). For the avoidance of doubt, this Section 3 shall not apply to any Disposition, or agreement therefor, with respect to all or substantially all of the assets of Holdings and its Subsidiaries, and no agreement entered into to which this Section 3 applies shall, in and of itself, constitute the satisfaction of the condition in the proviso to Section 7.11(a) or Section 7.11(b) of the Credit Agreement with respect to the entering into of one or more definitive agreements providing for the sale of all or substantially all of the assets and operations of Holdings and its Subsidiaries. In the event that at any time after the entering into of any agreement purported to be permitted by this Section 3, any condition or requirement in this Section 3 is not satisfied within the time period provided herein, unless such agreement has been terminated in accordance with the terms thereof, such failure shall constitute an immediate Event of Default under the Credit Agreement.
4. Conditions to Effectiveness. This Agreement shall be effective upon the satisfaction of each of the following conditions (the date of satisfaction of such conditions, the “Effective Date”):
(a) the Administrative Agent shall have received counterparts of this Agreement executed by the Administrative Agent, the Required Lenders and each of the Loan Parties;
2
(b) the Borrower shall have paid to the Administrative Agent (or its applicable affiliate), for the account of each Lender that executes and delivers to the Administrative Agent (or its counsel) a signature page to this Agreement, an amendment fee in an amount equal to (i) 0.05% times (ii) the sum of (A) the principal amount of such consenting Lender’s Revolving Commitment plus (B) the aggregate Outstanding Amount of all Term Loans of such consenting Lender, provided that such fee shall only be paid to those Lenders whose signature page is actually received (whether as an original or as an electronic transmission in accordance with Section 8(c) below) by the Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern Time) on August 30, 2010 unless such later time (prior to the Effective Date) is otherwise agreed by the Administrative Agent and the Borrower;
(c) the Administrative Agent shall have been paid all other fees owed to it and reimbursed for all reasonable, invoiced out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Agreement, including, without limitation, the reasonable, invoiced fees and disbursements of counsel for the Administrative Agent; and
(d) the Administrative Agent shall have received such other instruments, documents and certificates as the Administrative Agent shall reasonably request in connection with the execution of this Agreement.
5. Effect of the Agreement. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed (i) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (ii) to prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, (iii) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents or (iv) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of any other agreement by and among the Borrower, on the one hand, and the Administrative Agent or any other Lender, on the other hand. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
6. Representations and Warranties/No Default. On and as of the date hereof, after giving effect to this Agreement,
(a) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties set forth in Article V of the Credit Agreement or in any other Loan Document are true and correct in all material respects (in each case, except to the extent any such representation and warranty is itself qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation and warranty is itself qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most
3
recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement and (ii) that no Default or Event of Default has occurred or is continuing;
(b) each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that:
(i) it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and
(ii) this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of such Loan Party, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.
7. Reaffirmations. Each Loan Party (a) agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and each other Loan Document to which it is a party, (b) confirms and reaffirms its obligations under the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and each other Loan Document to which it is a party and (c) agrees that the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and each other Loan Document to which it is a party remain in full force and effect and are hereby ratified and confirmed.
8. Miscellaneous.
(a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(b) Counterparts. This Agreement may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
(c) Electronic Transmission. A facsimile, telecopy, pdf or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy, pdf or other reproduction hereof.
[Signature pages follow.]
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date and year first above written.
|
L-1 IDENTITY SOLUTIONS OPERATING COMPANY, as Borrower
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
L-1 IDENTITY SOLUTIONS, INC., as Holdings
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
IMAGING AUTOMATION (DE) LIMITED LIABILITY COMPANY (formerly known as Imaging Automation, Inc.), as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
INTEGRATED BIOMETRIC TECHNOLOGY, LLC, as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
SECURIMETRICS, INC., as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
[Signature pages continue.]
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
TRANS DIGITAL TECHNOLOGIES LIMITED LIABILITY COMPANY (formerly known as Trans Digital Technologies Corporation), as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
IBT ACQUISITION, LLC, as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
IRIDIAN TECHNOLOGIES, LLC (formerly known as Iridian Technologies, Inc.), as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
IDENTIX INCORPORATED, as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
INTEGRATED BIOMETRIC TECHNOLOGY SERVICES, LLC, as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
L-1 SECURE CREDENTIALING, INC., as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
[Signature pages continue.]
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
MCCLENDON, LLC, as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
ADVANCED CONCEPTS, INC., as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
SPECTAL, LLC, as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
|
COMNETIX, LLC (formerly known as Comnetix Inc.), as Guarantor
|
||
|
By:
|
/s/ James DePalma | |
|
Name:
|
James DePalma | |
|
Title:
|
Executive Vice President, Chief Financial Officer & Treasurer | |
[Signature pages continue.]
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
BANK OF AMERICA, N.A., as Administrative Agent
|
||
|
By:
|
/s/ Michael J. Landini | |
|
Name:
|
Michael J. Landini | |
|
Title:
|
Senior Vice President | |
[Signature pages continue.]
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender and a Lender
|
||
|
By:
|
/s/ Michael J. Landini | |
|
Name:
|
Michael J. Landini | |
|
Title:
|
Senior Vice President | |
[Signature pages continue.]
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
AMNC VII, LIMITED
|
||
|
By:American Money Management Corp.,
as Collateral Manager, as a Lender
|
||
|
By:
|
/s/ Chester M. Eng
|
|
|
Name:
|
Chester M. Eng
|
|
|
Title:
|
Senior Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
AMNC VIII, LIMITED
|
||
|
By:American Money Management Corp.,
as Collateral Manager, as a Lender
|
||
|
By:
|
/s/ Chester M. Eng
|
|
|
Name:
|
Chester M. Eng
|
|
|
Title:
|
Senior Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
APOSTLE LOOMIS SAYLES
CREDIT OPPORTUNITIES FUND,
As Lender
|
||
|
By:Loomis, Sayles & Company, L.P.,
Its Investment Manager
|
||
|
By:Loomis, Sayles & Company, Incorporated,
Its General Partner
|
||
|
, as a Lender
|
||
|
By:
|
/s/ Mary McCarthy
|
|
|
Name:
|
Mary McCarthy
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
APOSTLE LOOMIS SAYLES
SENIOR LOAN FUND,
As Lender
|
||
|
By:Loomis, Sayles & Company, L.P.,
Its Investment Manager
|
||
|
By:Loomis, Sayles & Company, Incorporated,
Its General Partner
|
||
|
, as a Lender
|
||
|
By:
|
/s/ Mary McCarthy
|
|
|
Name:
|
Mary McCarthy
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
ARES NF CLO XIV LTD, as a Lender
ARES NF CLO XIV LTD.
|
||
|
By:Ares NF CLO XIV Management, L.P.,
its Collateral Manager
|
||
|
By:Ares NF CLO XIV Management, LLC,
its General Manager
|
||
|
By:
|
/s/ Americo Cascella
|
|
|
Name:
|
Americo Cascella
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
Arizona State Retirement System
|
||
|
By:Credit Suisse Alternative Capital, Inc.
its investment adviser
|
||
|
, as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
Atrium CDO
|
||
|
[___________________________], as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
ATRIUM V
|
||
|
By:Credit Suisse Alternative Capital, Inc.,
as collateral manager
|
||
|
[___________________________], as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
BABSON CLO LTD. 2005-II
BABSON CLO LTD. 2005-III
BABSON CLO LTD. 2006-II
BABSON CLO LTD. 2008-I
BABSON CLO LTD. 2008-II
ARTUS LOAN FUND 2007-I, LTD.
BABSON LOAN OPPORTUNITY CLO, LTD.
|
||
|
By:Babson Capital Management LLC
as Collateral Manager
|
||
|
as a Lender
|
||
|
By:
|
/s/ Michael Freno
|
|
|
Name:
|
Michael Freno
|
|
|
Title:
|
Managing Director
|
|
|
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
C.M. LIFE INSURANCE COMPANY
|
||
|
By:Babson Capital Management LLC
as Investment Adviser,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Michael Freno
|
|
|
Name:
|
Michael Freno
|
|
|
Title:
|
Managing Director
|
|
|
MAPLEWOOD (CAYMAN) LIMITED
|
||
|
By:Babson Capital Management LLC
as Investment Manager,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Michael Freno
|
|
|
Name:
|
Michael Freno
|
|
|
Title:
|
Managing Director
|
|
|
SAPPHIRE VALLEY CDO I, LTD.
|
||
|
By:Babson Capital Management LLC
as Collateral Manager,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Michael Freno
|
|
|
Name:
|
Michael Freno
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
The Bank of Nova Scotia, as a Lender
|
||
|
By:
|
/s/ Todd Meller
|
|
|
Name:
|
Todd Meller
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
BCI I LOAN FUNDING LLC, as a Lender
|
||
|
By:
|
/s/ Emily Chong
|
|
|
Name:
|
Emily Chong
|
|
|
Title:
|
Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
BENTHAM WHOLESALE SYNDICATED LOAN FUND
|
||
|
By:Credit Suisse Alternative Capital Inc.,
as agent (Sub advisor) for
Challenger Investment Services Limited,
the responsible entity for
Bentham Wholesale Syndicated Loan Fund
|
||
|
[___________________________], as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
BlackRock Funds II BlackRock Floating Rate Income Portfolio
Ariel Reinsurance Company Ltd.
BlackRock Credit Investors Master Fund, L.P.
BlackRock Defined Opportunity Credit Trust
BlackRock Senior Income Series
BlackRock Senior Income Series II
BlackRock Senior Income Series IV
BlackRock Senior Income Series V Limited
BlackRock Fixed Income Value Opportunities Trust
Magnetite V CLO, Limited
Master Senior Floating Rate LLC
Missouri State Employees’ Retirement System
BlackRock Senior Floating Rate Portfolio
|
, as a Lender
|
||
|
By:
|
/s/ C. Adrian Marshall
|
|
|
Name:
|
C. Adrian Marshall
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
BLACKSTONE / GSO SENIOR FLOATING RATE TERM FUND
|
||
|
By: GSO / Blackstone Debt funds Management LLC As Investment Adviser, as a Lender
|
||
|
By:
|
/s/ Daniel H. Smith
|
|
|
Name:
|
Daniel H. Smith
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CARLYLE ARNAGE CLO, LTD.,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Linda Page
|
|
|
Name:
|
Linda Page
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CARLYLE AZURE CLO, LTD.,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Linda Pace
|
|
|
Name:
|
Linda Pace
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CARYLYLE BRISTOL CLO, LTD.,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Linda Pace
|
|
|
Name:
|
Linda Pace
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CARYLYLE BRISTOL CLO, LTD.,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Linda Pace
|
|
|
Name:
|
Linda Pace
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CARYLYLE MCLAREN CLO, LTD.,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Linda Pace
|
|
|
Name:
|
Linda Pace
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CARYLYLE MODENA CLO, LTD.,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Linda Pace
|
|
|
Name:
|
Linda Pace
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CARYLYLE VANTAGE CLO, LTD.,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Linda Pace
|
|
|
Name:
|
Linda Pace
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CARYLYLE VEYRON CLO, LTD.,
|
||
|
as a Lender
|
||
|
By:
|
/s/ Linda Pace
|
|
|
Name:
|
Linda Pace
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CASTLE GARDEN FUNDING
|
||
|
[___________________________], as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CHELSEA PARK CLO LTD.
|
||
|
By:GSO / BLACKSTONE Debt Funds Management LLC
as Collateral Manager, as a Lender
|
||
|
By:
|
/s/ Daniel H. Smith
|
|
|
Name:
|
Daniel H. Smith
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CHURCHILL FINANCIAL CAYMAN LTD,
|
||
|
as a Lender
|
||
|
By:Churchill Financial LLC,
as its collateral manager
|
||
|
By:
|
/s/ Thomas Hennigan
|
|
|
Name:
|
Thomas Hennigan
|
|
|
Title:
|
Senior Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CIT BANK, as a Lender
|
||
|
By:
|
/s/ Thomas G. McNicholas
|
|
|
Name:
|
Thomas G. McNicholas
|
|
|
Title:
|
Senior Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CIT CLO I LTD., as a Lender
|
||
|
By:CIT Asset Management LLC
|
||
|
By:
|
/s/ Roger M. Burns
|
|
|
Name:
|
Roger M. Burns
|
|
|
Title:
|
President, CIT Asset Management
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CONFLUENT 4 LIMITED,
|
||
|
as a Lender
|
||
|
By:Loomis, Sayles & Company, L.P.,
As Sub-Manager
|
||
|
By:Loomis, Sayles & Company, Incorporated,
Its General Partner
|
||
|
, as a Lender
|
||
|
By:
|
/s/ Mary McCarthy
|
|
|
Name:
|
Mary McCarthy
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CRATOS CLO I LTD., as a Lender
|
||
|
By:Cratos CDO Management, LLC,
As Attorney-in-Fact
|
||
|
By:JMP Credit Advisors LLC,
Its Manager
|
||
|
By:
|
/s/ Ronald Banks
|
|
|
Name:
|
Ronald Banks
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CREDOS FLOATING RATE FUND, L.P.
|
||
|
By:Shenkman Capital Management, Inc.,
Its General Partner
|
||
|
By:
|
/s/ Richard H. Weinstein
|
|
|
Name:
|
Richard H. Weinstein
|
|
|
Title:
|
Executive Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CSAM FUNDING I
|
||
|
[___________________________], as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
CSAM FUNDING II
|
||
|
[___________________________], as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
EMPLOYERS INSURANCE COMPANY
OF WAUSAU, as a Lender
|
||
|
By:
|
/s/ Robert Howard
|
|
|
Name:
|
Robert Howard
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
FIRST TRUST / FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
|
||
|
as a Lender
|
||
|
By:Four Corners Capital Management, LLC,
As Sub-Adviser
|
||
|
By:
|
/s/ John Heitkemper
|
|
|
Name:
|
John Heitkemper
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
FOUR CORNERS CLO III, LTD.
|
||
|
as a Lender
|
||
|
By:Macquarie Funds Group
FKA Four Corners Management, LLC,
As Collateral manager
|
||
|
By:
|
/s/ John Heitkemper
|
|
|
Name:
|
John Heitkemper
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
FRANKLIN FLOATING RATE DAILY ACCESS FUND, as a Lender
|
||
|
By:
|
/s/ Richard Hsu
|
|
|
Name:
|
Richard Hsu
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
FRANKLIN FLOATING RATE MASTER SERIES, as a Lender
|
||
|
By:
|
/s/ Richard Hsu
|
|
|
Name:
|
Richard Hsu
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
FRANKLIN TEMPLETON SERIES II FUNDS
FRANKLIN FLOATING RATE II FUND, as a Lender
|
||
|
By:
|
/s/ Richard Hsu
|
|
|
Name:
|
Richard Hsu
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
|
||
|
By:
|
/s/ Jeffrey Skinner
|
|
|
Name:
|
Jeffrey Skinner
|
|
|
Title:
|
Duly Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
GMAM GROUP PENSION TRUST I
|
||
|
By:State Street Bank & Trust Company
as Trustee
For GMAM Group Pension Trust I
|
||
|
By:
|
/s/ Timothy Weston
|
|
|
Name:
|
Timothy Weston
|
|
|
Title:
|
Officer
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
GOLDEN EAGLE INSURANCE CORPORATION, as a Lender
|
||
|
By:
|
/s/ Robert Howard
|
|
|
Name:
|
Robert Howard
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY
|
||
|
By:Goldman Sachs Assets manager, L.P.,
as Manager, as a Lender
|
||
|
By:
|
/s/ Casey Lankeman
|
|
|
Name:
|
Casey Lankeman
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
GOLDMAN SACHS SPECIALTY LENDING
CLO-I, LTD,
|
||
|
as a Lender
|
||
|
By:Goldman Sachs Specialty Lending
Group, L.P., attorney-in-fact
|
||
|
By:
|
/s/ Steven S. Pluss
|
|
|
Name:
|
Steven S. Pluss
|
|
|
Title:
|
Senior Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
GULF STREAM-COMPASS CLO 2002-I, LTD
|
||
|
By:Gulf Stream Asset Management LLC,
as Collateral Manager
|
||
|
GULF STREAM-COMPASS CLO 2003-I, LTD
|
||
|
By:Gulf Stream Asset Management LLC,
as Collateral Manager
|
||
|
GULF STREAM-COMPASS CLO 2004-I, LTD
|
||
|
By:Gulf Stream Asset Management LLC,
as Collateral Manager
|
||
|
GULF STREAM-COMPASS CLO 2005-II, LTD
|
||
|
By:Gulf Stream Asset Management LLC,
as Collateral Manager
|
||
|
GULF STREAM-SEXTANT CLO 2007-I, LTD
|
||
|
By:Gulf Stream Asset Management LLC,
as Collateral Manager
|
||
|
as a Lender
|
||
|
By:
|
/s/ Barry K. Love
|
|
|
Name:
|
Barry K. Love
|
|
|
Title:
|
Chief Credit Officer
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
HOUSTON POLICE OFFICERS
PENSION SYSTEM
|
||
|
By:Shenkman Capital Management, Inc.,
as Investment Advisor
|
||
|
By:
|
/s/ Richard H. Weinstein
|
|
|
Name:
|
Richard H. Weinstein
|
|
|
Title:
|
Executive Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
LAFAYETTE SQUARE CDO LTD.,
|
||
|
By:Blackstone Debt Advisors L.P.,
as Collateral Manager, as a Lender
|
||
|
By:
|
/s/ Daniel H. Smith
|
|
|
Name:
|
Daniel H. Smith
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
LFSIGXG LLC, as a Lender
|
||
|
By:Highbridge Principal Strategies LLC,
its Sub-Investment Manager,
|
||
|
By:
|
/s/ Jamie Donsky
|
|
|
Name:
|
Jamie Donsky
|
|
|
Title:
|
Director of Loan Operations
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
LIBERTY INSURANCE CORPORATION, as a Lender
|
||
|
By:
|
/s/ Robert Howard
|
|
|
Name:
|
Robert Howard
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
LIBERTY MUTUAL FIRE INSURANCE COMPANY, as a Lender
|
||
|
By:
|
/s/ Robert Howard
|
|
|
Name:
|
Robert Howard
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
LIBERTY MUTUAL INSURANCE COMPANY, as a Lender
|
||
|
By:
|
/s/ Robert Howard
|
|
|
Name:
|
Robert Howard
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
LOOMIS SAYLES CLO I, LTD.
As Lender
|
||
|
By:Loomis, Sayles & Company, L.P.,
Its Collateral Manager
|
||
|
By:Loomis, Sayles & Company, Incorporated,
Its General Partner
|
||
|
, as a Lender
|
||
|
By:
|
/s/ Mary McCarthy
|
|
|
Name:
|
Mary McCarthy
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
LOOMIS SAYLES
LEVERAGED SENIOR LOAN FUND LTD.,
As Lender
|
||
|
By:Loomis, Sayles & Company, L.P.,
Its Investment Manager
|
||
|
By:Loomis, Sayles & Company, Incorporated,
Its General Partner
|
||
|
, as a Lender
|
||
|
By:
|
/s/ Mary McCarthy
|
|
|
Name:
|
Mary McCarthy
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
LOOMIS SAYLES
SENIOR LOAN FUND, LLC
As Lender
|
||
|
By:Loomis, Sayles & Company, L.P.,
Its Managing Member
|
||
|
By:Loomis, Sayles & Company, Incorporated,
Its General Partner
|
||
|
, as a Lender
|
||
|
By:
|
/s/ Mary McCarthy
|
|
|
Name:
|
Mary McCarthy
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
MADISON PARK FUNDING I, LTD., as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
MADISON PARK FUNDING II, LTD.,
|
||
|
By:Credit Suisse Alternative Capital, Inc.,
as Collateral Manager, as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
MADISON PARK FUNDING III, LTD.,
|
||
|
By:Credit Suisse Alternative Capital, Inc.,
as Collateral Manager, as a Lender
|
||
|
By:
|
/s/ Thomas Flannery
|
|
|
Name:
|
Thomas Flannery
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
NATIXIS LOOMIS SAYLES
SENIOR LOAN FUND
As Lender
|
||
|
By:Loomis, Sayles & Company, L.P.,
Its Investment Manager
|
||
|
By:Loomis, Sayles & Company, Incorporated,
Its General Partner
|
||
|
, as a Lender
|
||
|
By:
|
/s/ Mary McCarthy
|
|
|
Name:
|
Mary McCarthy
|
|
|
Title:
|
Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
Old Westbury Global Opportunities Fund
|
||
|
By:Shenkman Capital Management, Inc.,
as Investment Manager
|
||
|
By:
|
/s/ Richard H. Weinstein
|
|
|
Name:
|
Richard H. Weinstein
|
|
|
Title:
|
Executive Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
PIONEER STRATEGIC INCOME VCT PORTFOLIO,
|
||
|
PIONEER FLOATING RATE FUND,
|
||
|
PIONEER INSTITUTIONAL SOLUTIONS – CREDIT OPPORTUNITIES,
|
||
|
PIONEER STRATEGIC INCOME FUND,
|
||
|
MET INVESTORS SERIES TRUST – PIONEER STRATEGIC INCOME PORTFOLIO,
|
||
|
Each as a Lender
|
||
|
By:Pioneer Investment Management, Inc.,
as Investment Advisor to each Lender above
|
||
|
By:
|
/s/ Margaret C. Bagley
|
|
|
Name:
|
Margaret C. Bagley
|
|
|
Title:
|
Secretary and Associate General Counsel
|
|
|
STICHTING PESIOENFONDS MEDISCHE SPECIALISTEN,
|
||
|
STICHTING PENSIOENFONDS VOOR HUISARTSEN,
|
||
|
Each as a Lender
|
||
|
By:Pioneer Institutional Asset Management, Inc.,
as Investment Advisor to each Lender above
|
||
|
By:
|
/s/ Margaret C. Bagley
|
|
|
Name:
|
Margaret C. Bagley
|
|
|
Title:
|
Secretary and Associate General Counsel
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
PPM MONARCH BAY FUNDING LLC, as a Lender
|
||
|
By:
|
/s/ Stacy Lai
|
|
|
Name:
|
Stacy Lai
|
|
|
Title:
|
Assistant Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
Primus High Yield Bond Fund, L.P.
|
||
|
By:Shenkman Capital Management, Inc.,
as Investment Manager
|
||
|
By:
|
/s/ Richard H. Weinstein
|
|
|
Name:
|
Richard H. Weinstein
|
|
|
Title:
|
Executive Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
PROASSURANCE CASUALTY COMPANY,
|
||
|
as a Lender
|
||
|
By:
|
/s/
|
|
|
Name:
|
||
|
Title:
|
CEO Director SVP OIM
for ProAssurance Casualty Co.
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
Rogers Casey Target Solutions, LLC
|
||
|
By:Shenkman Capital Management, Inc.,
as Investment Manager
|
||
|
By:
|
/s/ Richard H. Weinstein
|
|
|
Name:
|
Richard H. Weinstein
|
|
|
Title:
|
Executive Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
ROYAL BANK OF CANADA, as a Lender
|
||
|
By:
|
/s/ James F. Disher
|
|
|
Name:
|
James F. Disher
|
|
|
Title:
|
Authorized Signatory
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
SERIES 2006-I, LTD, as a Lender
|
||
|
By:PPM America, Inc.,
as Collateral Manager
|
||
|
By:
|
/s/ David C. Wagner
|
|
|
Name:
|
David C. Wagner
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
SOCIETE GENERALE, as a Lender
|
||
|
By:
|
/s/ Eric Siebert
|
|
|
Name:
|
Eric Siebert
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
STANFIELD CARRERA CLO, LTD., as a Lender
|
||
|
By:
|
/s/ Linda Pace
|
|
|
Name:
|
Linda Pace
|
|
|
Title:
|
Managing Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
Tavitian Foundation, Inc.
|
||
|
By:Shenkman Capital Management, Inc.,
as Investment Manager
|
||
|
By:
|
/s/ Richard H. Weinstein
|
|
|
Name:
|
Richard H. Weinstein
|
|
|
Title:
|
Executive Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
TD BANK, NA, as a Lender
|
||
|
By:
|
/s/ Maria Willner
|
|
|
Name:
|
Maria Willner
|
|
|
Title:
|
Senior Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
Trustees Of The University Of Pennsylvania
|
||
|
By:Shenkman Capital Management, Inc.,
as Investment Manager
|
||
|
By:
|
/s/ Richard H. Weinstein
|
|
|
Name:
|
Richard H. Weinstein
|
|
|
Title:
|
Executive Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
Trustmark Insurance Company
|
||
|
By:Shenkman Capital Management, Inc.,
as Investment Advisor
|
||
|
By:
|
/s/ Richard H. Weinstein
|
|
|
Name:
|
Richard H. Weinstein
|
|
|
Title:
|
Executive Vice President
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages
|
WELLS FARGO BANK, N.A., as a Lender
|
||
|
(successor-by-merger to
Wachovia Bank, National Association)
|
||
|
By:
|
/s/ Robert G. McGill Jr.
|
|
|
Name:
|
Robert G. McGill Jr.
|
|
|
Title:
|
Director
|
|
Amendment No. 3
L-1 Identity Solutions Operating Company
Signature Pages