exv10w1



 






EXHIBIT 10.1




FORBEARANCE AGREEMENT AND AMENDMENT




     THIS FORBEARANCE AGREEMENT AND AMENDMENT, dated as of March 15, 2006 (this
“Agreement”), is entered into among TRM Corporation and TRM (ATM) Limited (collectively,
the “Borrowers”), the Guarantors identified on the signature pages hereto (the
“Guarantors”), the Lenders party to the Credit Agreement referenced below (the
“Lenders”), and Bank of America, N.A., as Administrative Agent for the Lenders (in such
capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).



RECITALS




     WHEREAS, the Borrowers, the Guarantors, the Lenders and the Administrative Agent entered into
that certain Credit Agreement dated as of November 19, 2004, as amended by the First Amendment and
Waiver to Credit Agreement dated as of November 14, 2005 (as so amended and as further amended,
modified, extended, renewed or replaced from time to time, the “Credit Agreement”).



     WHEREAS, certain Defaults and Events of Default exist or will exist under the Credit Agreement
arising from the Borrowers’ failure to comply with the financial covenants set forth in Section
8.11(b) and Section 8.11(c) of the Credit Agreement as of the fiscal quarter ended December 31,
2005 (together with the related failure to give notice thereof, if any, in the manner required by
Section 7.03(a) of the Credit Agreement, the “Existing Defaults”).



     WHEREAS, the Borrowers have also indicated that (i) they expect to be unable to comply with
the financial covenants set forth in Section 8.11(b) and Section 8.11(c) of the Credit Agreement as
of the fiscal quarter ending March 31, 2006 and (ii) that the audited financial statements for the
fiscal year ended December 31, 2005 to be delivered pursuant to Section 7.01(a) of the Credit
Agreement may contain a “going concern” or similar qualification (the “Anticipated
Defaults” and, together with the Existing Defaults, the “Acknowledged Events of
Default”).



     WHEREAS, the Loan Parties have requested that the Administrative Agent and the Lenders (i)
forbear from exercising certain rights and remedies arising from the Acknowledged Events of Default
through and until June 15, 2006, (ii) continue to make Credit Extensions available to the Borrowers
until such date and (iii) amend the Credit Agreement in certain respects.



     WHEREAS, the Administrative Agent and the Lenders have agreed to do so, but only pursuant to
the terms set forth herein.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter
contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



AGREEMENT




     1.     Estoppel, Acknowledgement and Reaffirmation. As of March 8, 2006, the aggregate
outstanding principal amount of all Revolving Loans was $8,410,925 (which amount includes
$5,110,925 in issued but undrawn Letters of Credit), the aggregate outstanding principal amount of
all Foreign Loans was $3,495,800 and the outstanding principal amount of the Term Loan was
$82,182,222.22, each of which amounts constitutes a valid and subsisting obligation of the



 









 







applicable Borrowers to the applicable
Lenders that is not subject to any credits, offsets, defenses, claims, counterclaims or adjustments
of any kind. The Loan Parties hereby acknowledge their obligations under the respective Loan
Documents to which they are party and reaffirm that each of the liens and security interests
created and granted in or pursuant to the Collateral Documents is valid and subsisting and that
this Agreement shall in no manner impair or otherwise adversely effect such liens and security
interests.



     2.     Forbearance. Subject to the terms and conditions set forth herein, the
Administrative Agent and the Lenders agree that they shall, during the Forbearance Period (as
defined below), forbear from exercising any and all rights or remedies available to them as a
result of the Acknowledged Events of Default, but only to the extent such rights or remedies arise
exclusively as a result of the Acknowledged Events of Default; provided, however, that the
Administrative Agent and the Lenders shall be free to exercise any or all of their rights and
remedies arising on account of the Acknowledged Events of Default at any time upon or after the
occurrence of a Forbearance Termination Event (as defined below).



     3.     Forbearance Termination Events. Nothing set forth herein or contemplated hereby is
intended to constitute an agreement by the Administrative Agent or the Lenders to forbear from
exercising any of the rights available to them under the Credit Agreement, the other Loan
Documents, or applicable law (all of which rights and remedies are hereby expressly reserved by the
Administrative Agent and the Lenders) upon or after the occurrence of a Forbearance Termination
Event. As used herein, a “Forbearance Termination Event” shall mean the earliest to occur
of: (a) any Default or Event of Default under any of the Loan Documents other than the Acknowledged
Events of Default; (b) a breach by any Loan Party of any term or condition of this Agreement; (c)
for any period of more than three days (or one day, to the extent resulting from a default under
the Loan and Servicing Agreement among TRM Inventory Funding Trust, DZ Bank AG and the others party
thereto), the Borrowers or any of their Subsidiaries shall not have access to cash (from sources
other than Credit Extensions under the Credit Agreement) to service at least 80% of their ATM
machines (for which they are required to supply cash) at the present level, regardless of what
causes such loss of access to cash and (d) June 15, 2006. The period from the date hereof to (but
excluding) the date that a Forbearance Termination Event occurs shall be referred to as the
“Forbearance Period”.



     4.     Revolving Loans During Forbearance Period. Notwithstanding anything in the Credit
Agreement to the contrary, during the Forbearance Period neither the Company nor TRM (ATM), as
applicable, shall request, and the Lenders shall have no obligation to fund, either (a) Revolving
Loans, Swing Line Loans or Letters of Credit to the extent that the Total Revolving Outstandings at
any time would exceed $15,000,000 (such amount, the “Available Revolving Commitment”), or
(b) Foreign Loans to the extent that the aggregate Outstanding Amount of all Foreign Loans at any
time would exceed $5,000,000 (such amount, the “Available Alternative Currency
Commitment”). The Company shall continue to be permitted to request Eurodollar Rate Loans, to
convert Base Rate Loans to Eurodollar Rate Loans and to extend or continue existing Eurodollar Rate
Loans, so long as any such Eurodollar Rate Loans have an Interest Period of one month.



     5.     Additional Forbearance Period Negative Covenants. The Loan Parties hereby covenant
and agree that, during the Forbearance Period, they shall not:




     (a)     unless otherwise agreed by the Required Lenders, create, incur, assume or suffer to
exist, or permit any of their Subsidiaries to create, incur, assume or suffer to exist, any
Lien of the type described in Section 8.01(p);



 









 






     (b)     unless otherwise agreed by the Required Lenders, make or permit any of their
Subsidiaries to make Investments of the type described in Section 8.02(c), 8.02(f) or
8.02(g) of the Credit Agreement;




     (c)     unless otherwise agreed by the Required Lenders, create, incur, assume or suffer to
exist, or permit any of their Subsidiaries to create, incur, assume or suffer to exist, any
Indebtedness of the type described in Section 8.03(d) or Section 8.03(f), or any
Indebtedness of the type described in Section 8.03(e) in excess of $1,000,000 at any one
time outstanding;




     (d)     unless otherwise agreed by the Required Lenders, make or permit any of their
Subsidiaries to make any Restricted Payments of the type described in Section 8.06(c) or
Section 8.06(d) of the Credit Agreement; and




     (e)     unless otherwise agreed by the Required Lenders, make Capital Expenditures in
excess of $3,500,000.



     6.     Additional Forbearance Period Reporting Covenants.




     (a)     On or before April 15, 2006, May 15, 2006 and June 1, 2006, the Loan Parties shall
deliver to the Administrative Agent and the Lenders a written summary of the status of their
efforts, and those of their advisors (including without limitation Allen & Company) to (i)
consummate a sale of the Borrowers or any of their respective divisions, and (ii) refinance
the Obligations. Upon request by the Administrative Agent and the Lenders following the
delivery of any such written summary, the Borrowers shall cause the appropriate personnel of
the Loan Parties and of Allen & Company to meet with the Administrative Agent and the
Lenders to discuss the status of such efforts.




     (b)     The Loan Parties shall (i) deliver to the Administrative Agent and the Lenders, on
or before May 3, 2006, a draft of the Company’s proposed quarterly report on Form 10Q for
the quarter ended March 31, 2006 and (ii) cause the actual such report to be filed as and
when due.



     7.     Amendments to Credit Agreement. The Credit Agreement is hereby amended in the
following respects:




     (a)     The definition of “Applicable Rate” set forth in Section 1.1 is amended and
restated in its entirety so that such defined term reads as follows:




     “Applicable Rate” means




     (a)     with respect to the Commitment Fee, Letters of Credit, Revolving Loans and
Foreign Loans, the following percentages per annum, based upon the Consolidated
Leverage Ratio as set forth in the most recent Compliance Certificate received by
the Administrative Agent pursuant to Section 7.02(b):



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Eurocurrency Rate Loans	 	Base Rate Loans
	Pricing	 	Consolidated	 	Commitment	 	Letters of	 	 	 	 
	Tier	 	Leverage Ratio	 	Fee	 	Credit	 	Revolving Loans/Foreign Loans	 	Revolving Loans
	1
	 	<2.25 to 1.0	 	0.35%	 	3.25%	 	3.25%	 	1.75%






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Eurocurrency Rate Loans	 	Base Rate Loans
	Pricing	 	Consolidated	 	Commitment	 	Letters of	 	 	 	 
	Tier	 	Leverage Ratio	 	Fee	 	Credit	 	Revolving Loans/Foreign Loans	 	Revolving Loans
	2
	 	>2.25 to 1.0 but < 2.75 to 1.0	 	0.40%	 	3.50%	 	3.50%	 	2.00%
	3
	 	>2.75 to 1.0 but < 3.25 to 1.0	 	0.45%	 	3.75%	 	3.75%	 	2.25%
	4
	 	>3.25 to 1.0	 	0.50%	 	4.00%	 	4.00%	 	2.50%







     and




     (b)     with respect to the Term Loan, the following percentages per annum, based
upon the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section
7.02(b):



	 	 	 	 	 	 	 
	Pricing	 	Consolidated	 	Eurocurrency Rate Loans	 	Base Rate Loans
	Tier	 	Leverage Ratio	 	(Term Loan)	 	(Term Loan)
	1
	 	<2.50 to 1.0	 	4.50%	 	3.00%
	2
	 	>2.50 to 1.0	 	5.00%	 	3.50%







Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be delivered
pursuant to Section 7.02(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such Section,
then Pricing Tier 4 of subclause (a) and Pricing Tier 2 of subclause (b) shall apply
as of the first Business Day after the date on which such Compliance Certificate was
required to have been delivered and shall continue to apply until the first Business
Day immediately following the date a Compliance Certificate is delivered in
accordance with Section 7.02(b), whereupon the Applicable Rate shall be
adjusted based upon the calculation of the Consolidated Leverage Ratio contained in
such Compliance Certificate.




     (b)     Section 7.01 of the Credit Agreement is amended to add the following new clause (c)
thereto at the end thereof.




     (c)     as soon as available, but in any event on or before March 31, 2006 with
respect to the month ending January 31, 2006, April 14, 2006 with respect to the
month ending February 28, 2006, and within 30 days of the end of each month
thereafter (other than March, 2006), a consolidated and consolidating balance sheet
of the Company and its Subsidiaries as at the end of such month, and the related
consolidated and consolidating statements of income or operations and shareholders’
equity (and depreciation, amortization and capital expenditures) for such month and
for the portion of the Company’s fiscal year then ended, setting forth in each case
in comparative form the figures for the corresponding month of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in reasonable
detail and certified by a Responsible Officer of the Company as fairly presenting
the financial condition, results of operations and shareholders’ equity (and
depreciation, amortization and capital expenditures) of the Company and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.



 









 





     8.     Engagement of Financial Advisor. The Administrative Agent intends to direct its
counsel, Moore & Van Allen PLLC, to engage George Nicolais and Associates, Inc. (the “Financial
Advisor”) to analyze and examine various aspects of the Company’s businesses. The Loan Parties
shall (and shall cause their Subsidiaries to) (i) provide the Financial Advisor full and unfettered
access to all business records and appropriate personnel to facilitate the Financial Advisor’s
review and analysis and (ii) reimburse the Administrative Agent for the fees and expenses of the Financial Advisor
(including the delivery of any reasonable retainer requested thereby) on demand therefor.



     9.     Forbearance Fee. In consideration of the willingness of the Administrative Agent
and the Lenders to enter into this Agreement, the Loan Parties shall be obligated to pay a
forbearance fee (the “Forbearance Fee”) to the Administrative Agent for the account of each
Lender executing this Agreement on or prior to 5:00 p.m. (New York time) on March 15, 2006 (each, a
“Consenting Lender”), in an amount equal to 0.50% of the sum of (i) such Lender’s pro rata
share of the Available Revolving Commitment and the Available Alternative Currency Commitment and
(ii) such Lender’s pro rata share of the principal amount then outstanding under the Term Loan (in
each case measured as of the date hereof), which shall be fully earned upon the effectiveness of
this Agreement. One-half of the Forbearance Fee (the “Initial Forbearance Fee”) shall be
paid at closing to the Administrative Agent for the ratable benefit of the Consenting Lenders.
Payment of the balance of the Forbearance Fee (the “Forbearance Fee Balance”), which shall
also be paid to the Administrative Agent for the ratable benefit of the Consenting Lenders, may be
deferred by the Loan Parties until June 15, 2006, provided, further, that upon
satisfaction in full, prior to June 15, 2006, of all Obligations other than the Forbearance Fee
Balance, the Forbearance Fee Balance shall be waived by the Lenders.



     10.     Effectiveness; Conditions Precedent. This Agreement shall be effective as of
March 15, 2006 when the following conditions shall have been satisfied in form and substance
satisfactory to the Administrative Agent.




     (a)     The Administrative Agent shall have received copies of this Agreement duly executed
by the Borrowers, the Guarantors, the Required Lenders and the Administrative Agent.




     (b)     Payment by the Borrowers of all fees due and payable in connection with the
Agreement (including without limitation the Initial Forbearance Fee) and all reasonable
expenses (including reasonable attorney fees (including without limitation any fees of
DentonWildeSapte previously incurred and not yet paid)) owed by the Borrowers to the
Administrative Agent and BAS as of the date hereof.



     11.     Representations of Loan Parties. Each of the Loan Parties represents and warrants
as follows:




     (a)     It has taken all necessary action to authorize the execution, delivery and
performance of this Agreement.




     (b)     This Agreement has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligation, enforceable in accordance with its terms,
except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights
generally and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding at law or in equity).



 









 






     (c)     No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is required in
connection with the execution, delivery or performance by such Person of this Agreement.




     (d)     The execution and delivery of this Agreement does not (i) violate, contravene or
conflict with any provision of its Organization Documents or (ii) materially violate,
contravene or conflict with any Laws applicable to it or any of its Subsidiaries.




     (e)     After giving effect to this Agreement, (i) the representations and warranties of
the Loan Parties set forth in Article VI of the Credit Agreement (except that the
representation in Section 6.07(b) of the Credit Agreement is hereby made subject to the
Acknowledged Events of Default) and (ii) no event has occurred and is continuing which
constitutes a Default or an Event of Default (other than the Acknowledged Events of
Default).



     12.     Release. As a material part of the consideration for Administrative Agent and the
Lenders entering into this Agreement, the Loan Parties agree as follows (the “Release Provision”):




     (a)     Release and Discharge. Each Loan Party hereby releases and forever
discharges the Administrative Agent and the Lenders and their respective predecessors,
successors, assigns, officers, managers, directors, shareholders, employees, agents,
attorneys, representatives, parent corporations, subsidiaries, and affiliates, excluding
Banc of America Securities LLC (hereinafter all of the above collectively referred to as
“Bank Group”), jointly and severally from any and all claims, counterclaims, demands,
damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts,
offsets, rights, actions and causes of action of any nature whatsoever, including, without
limitation, all claims, demands, and causes of action for contribution and indemnity,
whether arising at law or in equity, whether presently possessed or possessed in the future,
whether known or unknown, whether liability be direct or indirect, liquidated or
unliquidated, whether presently accrued or to accrue hereafter, whether absolute or
contingent, foreseen or unforeseen, and whether or not heretofore asserted, which such Loan
Party may have or claim to have against any of Bank Group; provided, however, that no member
of the Bank Group shall be released hereby from any obligation to pay to such Loan Party any
amounts that such Loan Party may have on deposit with such member of the Bank Group, in
accordance with applicable law and the terms of the documents establishing any such deposit
relationship.




     (b)     Covenant Not to Sue. Each Loan Party agrees not to sue any of Bank Group
or in any way assist any other person or entity in suing Bank Group with respect to any
claim released herein. The Release Provision may be pleaded as a full and complete defense
to, and may be used as the basis for an injunction against, any action, suit, or other
proceeding which may be instituted, prosecuted, or attempted in breach of the release
contained herein.




     (c)     Representations and Warranties. Each Loan Party hereby acknowledges,
represents and warrants to Bank Group that:




     (i)     such Loan Party has read and understands the effect of the Release
Provision. Such Loan Party has had the assistance of independent counsel of its own
choice, or has had the opportunity to retain such independent counsel, in reviewing,
discussing, and considering all the terms of the Release Provision; and if counsel
was retained, counsel for such Loan Party has read and considered the Release



 









 







Provision and advised such Loan Party to execute the same. Before execution of this
Agreement, such Loan Party has had adequate opportunity to make whatever
investigation or inquiry it may deem necessary or desirable in connection with the
subject matter of the Release Provision.




     (ii)     such Loan Party is not acting in reliance on any representation,
understanding, or agreement not expressly set forth herein. Such Loan Party
acknowledges that Bank Group has not made any representation with respect to the
Release Provision except as expressly set forth herein.




     (iii)     such Loan Party has executed this Agreement and the Release Provision
thereof as its free and voluntary act, without any duress, coercion, or undue
influence exerted by or on behalf of any person.




     (iv)     such Loan Party is the sole owner of the claims released by the Release
Provision, and such Loan Party has not heretofore conveyed or assigned any interest
in any such claims to any other Person.




     (d)     Consideration. Such Loan Party understands that the Release Provision was
a material consideration in the agreement of the Administrative Agent and the Lenders to
enter into this Agreement.




     (e)     Broadly Construed. It is the express intent of such Loan Party that the
release and discharge set forth in the Release Provision be construed as broadly as possible
in favor of the Administrative Agent and the Lenders so as to foreclose forever the
assertion by such Loan Party of any claims released hereby against the Administrative Agent
and the Lenders.



     13.     Reference to and Effect on Credit Agreement. Except as specifically modified
herein, the Loan Documents shall remain in full force and effect. The execution, delivery and
effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the
Lenders or the Administrative Agent under any of the Loan Documents, or constitute a waiver or
amendment of any provision of any of the Credit Documents, except as expressly set forth herein.
Any default or event of default under this Agreement shall constitute an Event of Default under the
Credit Agreement and this Agreement shall constitute a Loan Document.



     14.     Further Assurances. The Administrative Agent, the Lenders, the Guarantors and the
Borrowers each agrees to execute and deliver, or to cause to be executed and delivered, all such
instruments as may reasonably be requested to effectuate the intent and purposes, and to carry out
the terms, of this Agreement.



     15.     GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



     16.     Miscellaneous.




     (a)     This Agreement shall be binding on and shall inure to the benefit of the Borrowers,
the Guarantors, the Administrative Agent, the Lenders and their respective successors and
permitted assigns. The terms and provisions of this Agreement are for the



 









 







purpose of
defining the relative rights and obligations of the Borrowers, the Guarantors, the
Administrative Agent and the Lenders with respect to the transactions contemplated hereby
and there shall be no third party beneficiaries of any of the terms and provisions of this
Agreement.




     (b)     Section headings in this Agreement are included herein for convenience of reference
only and shall not constitute a part of this Agreement for any other purpose.




     (c)     Wherever possible, each provision of this Agreement shall be interpreted in such a
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 to the
extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.




     (d)     Except as otherwise provided in this Agreement, if any provision contained in this
Agreement is in conflict with, or inconsistent with, any provision in the Loan Documents,
the provision contained in this Agreement shall govern and control.




     (e)     This Agreement may be executed in any number of separate counterparts, each of
which shall collectively and separately constitute one agreement. Delivery of an executed
counterpart of this Agreement by telecopy shall be effective as an original and shall
constitute a representation that an original shall be delivered to the Administrative Agent.



     17.     Entirety. This Agreement and the other Loan Documents embody the entire agreement
between the parties and supersede all prior agreements and understandings, if any, relating to the
subject matter hereof. This Agreement and the other Loan Documents represent the final agreement
between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties.



[remainder of page intentionally left blank]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.


BORROWERS:




	 	 	 	 	 
	 	TRM CORPORATION,

an Oregon corporation

 	 
	 	By:  	/s/
Daniel E. O’Brien
 	 
	 	 	Name:  	Daniel E. O’Brien 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TRM (ATM) LIMITED,

a company incorporated in England and Wales

 	 
	 	By:  	/s/ Daniel E. O’Brien
 	 
	 	 	Name:  	Daniel E. O’Brien 	 
	 	 	Title:  	Director 	 
	 


DOMESTIC
GUARANTORS:




	 	 	 	 	 
	 	TRM ATM CORPORATION

an Oregon corporation

 	 
	 	By:  	/s/ Daniel E. O’Brien
 	 
	 	 	Name:  	Daniel E. O’Brien 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TRM COPY CENTERS (USA) CORPORATION,

an Oregon corporation

 	 
	 	By:  	/s/ Daniel E. O’Brien
 	 
	 	 	Name:  	Daniel E. O’Brien 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 
	 	ACCESS CASH INTERNATIONAL L.L.C.,

a Delaware limited liability company

 	 
	 	By:  	TRM ATM Corporation, its sole member
 	 



	 	 	 	 	 
	 	By:  	
/s/ Daniel E. O’Brien
 	 
	 	 	Name:  	Daniel E. O’Brien 	 
	 	 	Title:  	Chief Financial Officer 	 



 









 






	 	 	 	 	 


FOREIGN
GUARANTORS:




	 	 	 	 	 
	 	TRM COPY CENTRES (U.K.) LIMITED

a company incorporated in England and Wales

 	 
	 	By:  	                       /s/ Daniel E. O’Brien
 	 
	 	 	Name:  	Daniel E. O’Brien 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	INKAS FINANCIAL CORP. LTD,

a company incorporated in England and Wales

 	 
	 	By:  	/s/ Daniel E. O’Brien
 	 
	 	 	Name:  	Daniel E. O’Brien 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	TRM (CANADA) CORPORATION

a Canada corporation

 	 
	 	By:  	/s/ Daniel E. O’Brien
 	 
	 	 	Name:  	Daniel E. O’Brien 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 


ADMINISTRATIVE
AGENT:




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	 /s/ Dora A. Brown	 
	 	 	Name:  Dora A. Brown	 
	 	 	Title:  Vice President	 



 









 






	 	 	 	 	 


LENDERS:




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer and Swing Line Lender

 	 
	 	By:  	/s/ Eric Eidler	 
	 	 	Name:  Eric Eidler	 
	 	 	Title:  Senior Vice President and CPO	 



 









 







SIGNATURE PAGE TO FORBEARANCE AGREEMENT




The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	SOUTHFORK CLO, LTD	 	 
	 
	 	 	 	 
	By:

	 	Highland Capital Management,
L.P.,
as Collateral Manager
	 	 
	 
	 	 	 	 
	By:

	 	Strand Advisors, Inc., Its General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Chad Schramek	 	 
	 

	 	 	 	 
	Name:

	 	Chad Schramek	 	 
	Title:

	 	Assistant Treasurer	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	LOAN STAR STATE TRUST	 	 
	 
	 	 	 	 
	By:

	 	Highland Capital Management,
L.P.,
as Collateral Manager
	 	 
	 
	 	 	 	 
	By:

	 	Strand Advisors, Inc., Its Investment Advisor	 	 
	 
	 	 	 	 
	By:

	 	/s/ Chad Schramek	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Chad Schramek

Assistant Treasurer	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	ELF FUNDING TRUST I	 	 
	 
	 	 	 	 
	By:

	 	Highland Capital Management,
L.P.,
as Collateral Manager
	 	 
	 
	 	 	 	 
	By:

	 	Strand Advisors, Inc., Its General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Chad Schramek	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Chad Schramek

Assistant Treasurer	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	HIGHLAND OFFSHORE PARTNERS, L.P.	 	 
	 
	 	 	 	 
	By:

	 	Highland Capital Management,
L.P.,
as Collateral Manager
	 	 
	 
	 	 	 	 
	By:

	 	Strand Advisors, Inc., Its General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Chad Schramek	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Chad Schramek

Assistant Treasurer	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	LIBERTY CLO, LTD.	 	 
	 
	 	 	 	 
	By:

	 	Highland Capital Management,
L.P.,
as Collateral Manager
	 	 
	 
	 	 	 	 
	By:

	 	Strand Advisors, Inc., Its General Partner	 	 
	 
	 	 	 	 
	By:

	 	/s/ Chad Schramek	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Chad Schramek

Assistant Treasurer	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	FIRST TRUST/HIGHLAND CAPITAL FLOATING RATE INCOME FUND
	 
	 	 	 	 
	By:

	 	/s/ Michael S. Minces
	 	 
	 

	 	 	 	 
	Name:

	 	Michael S. Minces	 	 
	Title:

	 	Chief Compliance Officer	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT




The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	BLUE SQUARE FUNDING LIMITED SERIES 3
	 
	 	 	 	 
	By:

	 	/s/ Alice L. Wagner
	 	 
	 

	 	 	 	 
	Name:

	 	Alice L. Wagner	 	 
	Title:

	 	Vice President	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	GULF STREAM-COMPASS CLO 2002-1 LTD	 	 
	 
	 	 	 	 
	By:

	 	Gulf Stream Asset Management LLC, as Collateral Manager
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark D. Abrahm	 	 
	 

	 	 	 	 
	Name:

	 	Mark D. Abrahm	 	 
	Title:

	 	Trader	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	GULF STREAM-COMPASS CLO 2003-1 LTD	 	 
	 
	 	 	 	 
	By:

	 	Gulf Stream Asset Management LLC, as Collateral Manager
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark D. Abrahm	 	 
	 

	 	 	 	 
	Name:

	 	Mark D. Abrahm	 	 
	Title:

	 	Trader	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT




The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	GULF STREAM-COMPASS CLO 2004-1 LTD	 	 
	 
	 	 	 	 
	By:

	 	Gulf Stream Asset Management LLC, as Collateral Manager
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark D. Abrahm	 	 
	 

	 	 	 	 
	Name:

	 	Mark D. Abrahm	 	 
	Title:

	 	Trader	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.





	 	 	 	 	 
	GULF STREAM-COMPASS CLO 2005-1 LTD	 	 
	 
	 	 	 	 
	By:

	 	Gulf Stream Asset Management LLC, as Collateral Manager
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Mark D. Abrahm	 	 
	 

	 	 	 	 
	Name:

	 	Mark D. Abrahm	 	 
	Title:

	 	Trader	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT




The undersigned consents to the terms of this Agreement as set forth above.




	 	 	 	 	 
	WHITEHORSE I, LTD.	 	 
	 
	 	 	 	 
	By:

	 	WhiteHorse Capital Partners, L.P.,

as Collateral Manager and as a Lender
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ethan M. Underwood	 	 
	 

	 	 	 	 
	Name:

	 	Ethan M. Underwood	 	 
	Title:

	 	Portfolio Manager	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	WHITEHORSE II, LTD.	 	 
	 
	 	 	 	 
	By:

	 	WhiteHorse Capital Partners,
L.P.,
as Collateral Manager and as a Lender
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ethan M. Underwood	 	 
	 

	 	 	 	 
	Name:

	 	Ethan M. Underwood	 	 
	Title:

	 	Portfolio Manager	 	 






 









 





SIGNATURE PAGE TO FORBEARANCE AGREEMENT




The undersigned consents to the terms of this Agreement as set forth above.



	 	 	 	 	 
	WHITEHORSE III, LTD.	 	 
	 
	 	 	 	 
	By:

	 	WhiteHorse Capital Partners,
L.P.,

as Collateral Manager and as a Lender
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ethan M. Underwood	 	 
	 

	 	 	 	 
	Name:

	 	Ethan M. Underwood	 	 
	Title:

	 	Portfolio Manager	 	 







 










 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




BABSON CLO LTD 2004-I

BABSON CLO LTD 2004-II

BABSON CLO LTD 2005-I

BABSON CLO LTD 2005-II

BABSON CLO LTD 2005-III

SUFFIELD CLO, LIMITED




	 	 	 	 	 
	By:

	 	Babson Capital Management LLC, as Collateral
Manager
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marc Sowell	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Marc Sowell

Managing Director	 	 






MAPLEWOOD (CAYMAN) LIMITED




	 	 	 	 	 
	By:

	 	Babson Capital Management LLC, as Investment Manager
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marc Sowell	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Marc Sowell

Managing Director	 	 






MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY




	 	 	 	 	 
	By:

	 	Babson Capital Management LLC, as Investment Adviser
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Marc Sowell	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Marc Sowell

Managing Director	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




OPPENHEIMER SENIOR FLOATING RATE FUND




	 	 	 	 	 
	By:

	 	/s/ Susanna Evans
	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Susanna Evans

Manager	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




AVENUE CLO FUND, LTD.




	 	 	 	 	 
	By:

	 	/s/ Richard D’Addario
	 	 
	 

	 	 	 	 
	Name:

	 	Richard D’Addario	 	 
	Title:

	 	Senior Portfolio Manager	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




AZURE FUNDING




	 	 	 	 	 
	By:

	 	/s/ Eugene Caraus
	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Eugene Caraus

Attorney-in-fact	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




1888 FUND, LTD.




	 	 	 	 	 
	By:

	 	/s/ Kaitlin Trinh
	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Kaitlin Trinh

Director	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




GREEN LANE CLO LTD.




	 	 	 	 	 
	By:

	 	/s/ Kaitlin Trinh
	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Kaitlin Trinh

Director	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




DENALI CAPITAL LLC, managing member of

DC Funding Partners LLC, portfolio manager for

DENALI CAPITAL CLO I, LTD., or an affiliate




	 	 	 	 	 
	By:

	 	/s/ John P. Thacker
	 	 
	 

	 	 	 	 
	Name:

Title:

	 	John P. Thacker

Chief Credit Officer	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




DENALI CAPITAL LLC, managing member of

DC Funding Partners, portfolio manager for

DENALI CAPITAL CLO IV, LTD., or an affiliate




	 	 	 	 	 
	By:

	 	/s/ John P. Thacker
	 	 
	 

	 	 	 	 
	Name:

Title:

	 	John P. Thacker

Chief Credit Officer	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




DENALI CAPITAL LLC, managing member of

DC Funding Partners LLC, portfolio manager for

DENALI CAPITAL CLO VI, LTD., or an affiliate




	 	 	 	 	 
	By:

	 	/s/ John P. Thacker
	 	 
	 

	 	 	 	 
	Name:

Title:

	 	John P. Thacker

Chief Credit Officer	 	 







 










 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




	 	 	 	 	 
	VENTURE CDO 2002, LIMITED	 	 
	By its investment advisor	 	 
	MJX Asset Management LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kenneth Ostmann	 	 
	 

	 	 	 	 
	Name:

	 	Kenneth Ostmann	 	 
	Title:

	 	Director	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




	 	 	 	 	 
	VENTURE II CDO 2002, LIMITED

By its investment advisor

MJX Asset Management LLC
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kenneth Ostmann	 	 
	 

	 	 	 	 
	Name:

	 	Kenneth Ostmann	 	 
	Title:

	 	Director	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




	 	 	 	 	 
	VENTURE III CDO LIMITED

By its investment advisor

MJX Asset Management LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kenneth Ostmann	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Kenneth Ostmann

Director	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




	 	 	 	 	 
	VENTURE IV CDO LIMITED

By its investment advisor

MJX Asset Management LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kenneth Ostmann	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Kenneth Ostmann

Director	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




	 	 	 	 	 
	VISTA LEVERAGED INCOME FUND

By its investment advisor

MJX Asset Management LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Kenneth Ostmann	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Kenneth Ostmann

Director	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




	 	 	 	 	 
	ORIX FINANCE CORP.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Christopher L. Smith	 	 
	 

	 	 	 	 
	Name:

	 	Christopher L. Smith	 	 
	Title:

	 	Authorized Representative	 	 






 









 






SIGNATURE PAGE TO FORBEARANCE AGREEMENT



The undersigned consents to the terms of this Agreement as set forth above.




	 	 	 	 	 
	FIRST TRUST/FOUR CORNERS SENIOR

FLOATING RATE INCOME FUND II	 	 
	 
	 	 	 	 
	By:

	 	Four Corners Capital
Management LLC,

As Sub-Adviser	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dean Valentine	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Dean Valentine

Vice President	 	 
	 
	 	 	 	 
	FORTRESS PORTFOLIO TRUST	 	 
	 
	 	 	 	 
	By:

	 	Four Corners Capital
Management LLC,

As Investment Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dean Valentine	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Dean Valentine

Vice President	 	 
	 
	 	 	 	 
	FOUR CORNERS CLO 2005-I, LTD.	 	 
	 
	 	 	 	 
	By:

	 	Four Corners Capital
Management LLC,

As Collateral Manager	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dean Valentine	 	 
	 

	 	 	 	 
	Name:

Title:

	 	Dean Valentine

Vice President