Blueprint





EXECUTION
VERSION


 










 



FIRST LIEN FORBEARANCE AGREEMENT


 


THIS
FORBEARANCE AGREEMENT, dated as of April 15, 2019 (this
“Agreement”), is
entered into by and among Fusion Connect, Inc., a Delaware
corporation (the “Borrower”), the Guarantor
Subsidiaries identified on the signature pages hereto
(collectively, with the Borrower, the “Credit Parties”), the Subsidiaries
identified on the signature pages hereto (collectively, the
“Canadian Subsidiaries”) and the Lenders
appearing on the signature pages hereto (the “Forbearing Lenders”). Each of the foregoing
shall be referred to herein as a “Party” and collectively as the
“Parties.”
Capitalized terms used in this Agreement and not defined herein
shall have the meanings ascribed thereto in the Credit Agreement
(as defined below).


 



WITNESSETH:

 


WHEREAS, the Credit
Parties, the Lenders, Wilmington Trust, National Association, as
administrative agent and collateral agent (in such capacities, and
together with its successors and permitted assigns, the
“Administrative
Agent”) and certain other parties are party to that
certain First Lien Credit and Guaranty Agreement, dated as of May
4, 2018 (as amended, supplemented, amended and restated or
otherwise modified from time to time prior to the date hereof, the
“Credit
Agreement”);

 


WHEREAS, the
Borrower has informed the Administrative Agent and the Forbearing
Lenders that certain Defaults or Events of Default have occurred or
may occur under the Credit Agreement (together, the
“First Lien
Defaults”) as a result of the Borrower’s failure
to:

 

(a) pay the scheduled
principal installments with respect to the Tranche A Term
Borrowings and the Tranche B Term Borrowings, in each case, due on
April 1, 2019, which resulted in the occurrence of an Event of
Default pursuant to Section 8.1(a)(i) of the Credit
Agreement;

 

(b) pay interest with
respect to certain of the Revolving Loans due on April 2, 2019,
which resulted in the occurrence of an Event of Default pursuant to
Section 8.1(a)(iii) of the Credit Agreement;

 

(c) comply with the
Fixed Charge Coverage Ratio for the four consecutive Fiscal
Quarters ended December 31, 2018, which resulted in the occurrence
of an Event of Default pursuant to Section 8.1(c) of the Credit
Agreement;

 

(d) timely deliver the
annual audited consolidated balance sheet of the Borrower and its
Subsidiaries and the related and consolidated statements of
operations, stockholders’ equity and cash flows for the
Fiscal Year ended December 31, 2018 and the failure to include with
those financial statements a report by EisnerAmper LLP or an
independent registered public accounting firm of recognized
national standing that does not contain a “going
concern” or like qualification or exception, which, with the
passing of the grace period, will result in the occurrence of an
Event of Default pursuant to Section 8.1(e) of the Credit
Agreement; and

 

(e) comply with (i) the
Total Net Leverage Ratio for the Fiscal Quarter ended March 31,
2019 and (ii) the Fixed Charge Coverage Ratio for the four
consecutive Fiscal Quarters ended March 31, 2019 (together, clauses
(c) and (e)(ii), the “FCCR Defaults”), which resulted in
the occurrence of an Event of Default pursuant to Section 8.1(c) of
the Credit Agreement;

 


WHEREAS, the
Borrower has informed the Administrative Agent and the Forbearing
Lenders that certain Defaults or Events of Default (as each are
defined under the Second Lien Credit Agreement) have occurred or
may occur as a result of corresponding defaults under the Second
Lien Credit Agreement (together, solely with respect to any such
Defaults or Events of Default (as each are defined under the Second
Lien Credit Agreement, the “Second Lien
Defaults”);

 


WHEREAS, the
Borrower has also informed the Administrative Agent and the Lenders
that a default or Event of Default (as defined in the New
Subordinated Note) has occurred or may occur as a result of the
Maker (as defined in the New Subordinated Note) failing to pay
interest due and payable on the New Subordinated Note on March 31,
2019 (the “New Subordinated
Note Default”), which will result in the occurrence of
an Event of Default pursuant to Section 8.1(b) of the Credit
Agreement;

 



WHEREAS, in
accordance with Section 8.1 of the Credit Agreement, the Requisite
Lenders and, solely with respect to the FCCR Defaults, the
Requisite Tranche A/Revolving Lenders, may direct the
Administrative Agent to exercise remedies as set forth therein in
respect of (i) the First Lien Defaults, and (ii) the Events of
Default arising under Section 8.1(b) of the Credit Agreement
related to the Second Lien Defaults and the New Subordinated Note
Default (together, clauses (i) and (ii), the “Collective
Defaults”);

 


WHEREAS, the Credit
Parties have requested that the Forbearing Lenders temporarily
forbear, notwithstanding the occurrence of the Collective
Defaults, from accelerating
the unpaid principal amount of the outstanding Loans and otherwise
exercising remedies (or directing the Administrative Agent to
exercise remedies) pursuant to Section 8.1 of the Credit
Agreement;
and

 


WHEREAS, the Forbearing Lenders (which constitute
the Requisite Lenders) and (with respect to the forbearance
in respect of the FCCR Defaults) the Requisite Tranche A/Revolving
Lenders agree to accommodate such
request of the Credit Parties on the terms and subject to the
conditions set forth herein.

  


 



 

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NOW,
THEREFORE, in consideration of the foregoing, the covenants and
conditions contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

 

Section
1. Incorporation
of Recitals.

 


Each of
the Credit Parties acknowledges that the recitals set forth above
are true and correct in all respects and admits to the occurrence
of each Collective Default.

 

Section
2. Amounts Owing.

 


Each of
the Credit Parties acknowledges and agrees that, as of the date
hereof, the aggregate principal amount of Loans outstanding under
the Credit Agreement is $573,187,500, consisting of (i) with
respect to the Tranche A Term Loans, in an aggregate principal
amount of $43,312,500, (ii) with respect to the Tranche B Term
Loans, in an aggregate principal amount of $490,875,000 and
(iii) Revolving Commitments in an aggregate amount of
$40,000,000 and Revolving Loans in an aggregate principal amount of
$39,000,000, plus accrued and unpaid interest and fees thereon.
Such Obligations, together with all other outstanding Obligations
owing pursuant to the terms of the Credit Documents, including
interest, fees, expenses and other charges, are validly owing and
are not subject to any right of offset, deduction, claim, or
counterclaim in favor of any Credit Party.

 

Section
3. Forbearance;
Forbearance Period.

 

(a) In reliance upon
the representations, warranties and covenants of the Credit Parties
contained in this Agreement, and solely upon the terms and subject
solely to the conditions of this Agreement, each of the Forbearing
Lenders (1) hereby agrees that, during the Forbearance Period (as
defined below), such Lender shall not, and shall not request or
direct the Administrative Agent to, solely in respect of the
Collective Defaults (but not with respect to any other Defaults or
Events of Default) (i) accelerate all of the Loans and the
Obligations related thereto or (ii) exercise any other rights
or remedies available to the Administrative Agent or the Forbearing
Lenders pursuant to Section 8.1 of the Credit Agreement or Section
5.01 of the Pledge and Security Agreement (the “Forbearance”) and (2) hereby
directs the Administrative Agent, during the Forbearance Period, to
abstain from taking any of the actions described in the immediately
preceding sentence. The Credit Parties acknowledge and agree that
the Forbearance is limited to the extent specifically set forth
above and no other terms, covenants, provisions, rights or remedies
under the Credit Agreement (including, for the avoidance of doubt,
the right to charge default interest in accordance with Section 2.9
of the Credit Agreement during the Forbearance Period) or any other
Credit Document or at law or in equity are intended to (or shall)
be affected hereby, all of which remain in full force and
effect.

 

(b) The
“Forbearance
Period” shall commence on the Forbearance Effective
Date (as defined below) and shall terminate immediately and
automatically upon the earlier to occur of (i) April 29, 2019, at
11:59 pm New York time and (ii) the occurrence of a Forbearance
Termination Event (as defined below).

 

(c) Upon the occurrence
of a Forbearance Termination Event, the Forbearance Period and the
Forbearance shall immediately and automatically end without the
requirement of any demand, presentment, protest, notice (including
any written notice required by Section 8.1 of the Credit Agreement)
or other action of any kind (other than as provided in Section 3(d) below), all of which the Borrower
and each of the other Credit Parties waive; provided notwithstanding
anything to the contrary herein, the Forbearance Period and
Forbearance shall terminate automatically and without notice of
termination immediately upon the occurrence of an Event of Default
of the type set forth in Section 8.1(f) or (g) of the Credit
Agreement.

 

(d) The occurrence
of any of the following events or circumstances shall immediately
and automatically constitute a termination event with respect to
the Forbearance following delivery of notice (including by email)
by the Administrative Agent at the request of the Requisite Lenders
or the Requisite Tranche A/Revolving Lenders (each, a
“Forbearance Termination
Event”):

 

(i) the occurrence of
any Default or Event of Default under the Credit Agreement or any
other Credit Document that is not a Collective
Default;

 

(ii) [reserved];

 

(iii) the
occurrence of any breach by the Borrower or any Subsidiary of any
covenant, term or other provision of this Agreement;

 

(iv) any
representation or warranty made by the Borrower or any Subsidiary
herein or which is contained in any certificate, document or
financial or other statement furnished by the Borrower at any time
under or in connection with this Agreement or otherwise shall prove
to have been inaccurate in any material respect on or as of the
date made;

 

(v) the commencement of
any action, suit, litigation, investigation or other proceeding
against the Administrative Agent or any Lender (i) by any of the
Credit Parties or entity controlled by, affiliated with, related to
or under common control with any of the Credit Parties; and (ii) by
any Person asserting claims relating in any way to any of the
Credit Parties, the Credit Agreement, the Credit Documents, or the
Collateral, provided that no action
permitted under the Intercreditor Agreement to be taken by the
Second Lien Secured Parties, the Second Lien Required Lenders
and/or the Second Lien Representative (each as defined in the
Intercreditor Agreement) shall constitute a Forbearance Termination
Event pursuant to this Section
3(d)(v)(ii);

 



 

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(vi) any
payment, or setting aside of funds, by the Borrower or any
Subsidiary for the purpose of making any payments, or otherwise
transfer any economic value (including the payment of any fees,
costs or expenses of any advisors) to any direct or indirect equity
holder of the Borrower in its capacity as such, including, without
limitation, Holcombe T. Green, Jr. (or any affiliate of Holcombe T.
Green, Jr.) (other than the transfer of assets in connection with
the closing of the pending asset sale transaction between Lingo
Communications, LLC or its affiliates, on the one hand, and any of
the Credit Parties, on the other hand, pursuant to the terms of the
asset purchase agreement for such transaction in effect on the date
such agreement was entered into (the “Lingo Transaction”));

 

(vii) any
payment, or setting aside of funds, by the Borrower or any
Subsidiary, including with respect to interest, principal, fees,
expenses, indemnification or otherwise, on account of or in
connection with the Subordinated Notes or any Loans (as defined in
the Second Lien Credit Agreement) or make any payment with respect
to interest or principal on account of any Loans;

 

(viii) if the Borrower or any Subsidiary
engages in any transaction (including the incurrence of any
Indebtedness) or makes any payment, transfers or takes any other
action (or forbear from taking any action), in each case outside
the ordinary course of business (other than the Lingo Transaction),
provided that for
purposes of this clause (viii), any
payments made by the Borrower or any Subsidiary to (x) its vendors
on account of outstanding obligations owed to such vendors
consistent with the 13-Week Forecast (as defined below)
(provided that
Greenhill shall be consulted prior to the entering into any payment
plans with respect to past due amounts) or (y) the Advisors (as
defined below, and solely to the extent billed on an hourly or
monthly basis and excluding, for the avoidance of doubt, any
transaction, completion or success fee) shall be deemed to have
been made in the ordinary course of business; provided, further, that for
purposes of this clause (viii), the
incurrence of any Indebtedness for borrowed money shall be deemed
to have been made outside the ordinary course of
business;

 

(ix) [reserved];

 

(x) the Borrower or any
Subsidiary shall make, enter into or implement any amendment,
waiver, supplement or other modification to any employment
agreement or employee compensation plan, in each case, solely to
the extent such agreement or compensation plan relates to an
Executive Officer (as defined below), or pay or cause to be paid
any amount contemplated by such agreements or plans before the date
on which such amount becomes due and payable pursuant to the terms
of the such agreements or plans, as applicable, or pay or cause to
be paid any bonus, incentive, retention, severance, change of
control or termination payments pursuant to the terms of such
agreements or plans, as applicable, including, without limitation,
any transaction or other bonus previously awarded but unpaid (it
being understood by the Parties that “Executive
Officer” means the Borrower’s Chief Executive Officer,
Chief Operating Officer, Chief Revenue Officer, Chief Financial
Officer, Chief Technology Officer or Executive Vice President and
General Counsel);

 

(xi) the
failure by the Borrower, on the close of business of each Thursday
during the Forbearance Period, to maintain aggregate bank and book
cash balances of at least $2,000,000;

 

(xii) any
Lender under the Credit Agreement or any agent, trustee or
representative on behalf of any such Lender shall commence a legal
proceeding against any Credit Party or set off against any of their
respective property, in each case, with respect to enforcement of
the Credit Agreement or the obligations thereunder;

 

(xiii) any lender under the Second Lien
Credit Agreement or any agent, trustee or representative on behalf
of any such lender shall commence a legal proceeding against any
Credit Party or set off against any of their respective property,
in each case, with respect to enforcement of the Second Lien Credit
Agreement or the obligations thereunder; provided that no action
permitted under the Intercreditor Agreement to be taken by the
Second Lien Secured Parties, the Second Lien Required Lenders
and/or the Second Lien Representative (each as defined in the
Intercreditor Agreement) shall constitute a Forbearance Termination
Event pursuant to this Section
3(d)(xiii);

 

(xiv) the
Maker shall commence a legal proceeding against any Credit Party or
set off against any of their respective property, in each case,
with respect to enforcement of the New Subordinated Note or the
obligations thereunder;

 

(xv) the
failure by the Borrower to (a) within three (3) Business Days of
the date hereof, enter into a customary fee letter (the
“Greenhill Fee
Letter”) reasonably acceptable to Greenhill and Co.
(“Greenhill”)
providing, among other things, that the Borrower shall pay all of
Greenhill’s reasonable and documented fees and expenses in
connection with its representation of the ad hoc group comprised of
certain of the Forbearing Lenders (the “Ad Hoc Group”) and (b) promptly
upon (and no later than five (5) calendar days after) request by
Simpson Thacher (as defined below), enter into a customary fee
letter (the “TLA/Revolver FA
Fee Letter”) reasonably acceptable to a financial
advisor, if any (the “TLA/Revolver FA”), engaged by
Simpson Thacher on behalf of a group of Lenders of Tranche A Term
Loans and Revolving Lenders (the “TLA/Revolver Group”) providing,
among other things, that the Borrower shall pay all of the
TLA/Revolver FA’s reasonable and documented fees and
expenses;

 



 

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(xvi) the
failure by the Borrower to pay all of the reasonable fees and
expenses of (A) Davis Polk & Wardwell LLP (“Davis Polk”) and Greenhill in
accordance with the terms of a customary fee letter reasonably
acceptable to Davis Polk providing, among other things, that the
Borrower shall pay all of Davis Polk’s reasonable and
documented fees and expenses in connection with its representation
of the Ad Hoc Group and the Greenhill Fee Letter, respectively, (B)
Arnold & Porter Kaye Scholer (“Arnold & Porter”) as counsel
to the Administrative Agent, (C) Simpson Thacher & Bartlett LLP
(“Simpson
Thacher”) incurred in connection with its
representation of the TLA/Revolver Group within three (3) Business
Days of presentment of a summary invoice and (D) the TLA/Revolver
FA (if any) in accordance with the TLA/Revolver FA Fee Letter;
and

 

(xvii) a
failure specified in Section 10(b)
below.

 

(e) This Agreement is
limited in nature and nothing contained herein is intended, or
shall be deemed or construed, to (i) constitute a waiver of any
Collective Default or any existing or future Defaults or Events of
Default (including any Event of Default arising from the Collective
Defaults) or compliance with any term or provision of the Credit
Documents or at law or in equity or (ii) establish a custom or
course of dealing between the Credit Parties, on the one hand, and
the Administrative Agent and/or any Lender, on the other
hand.

 

(f) Immediately and
automatically upon the Forbearance Period ending in accordance with
its terms, the agreements set forth in the first sentence of
Section 3(a) hereof (including the
Forbearance) shall be void ab
initio (it being understood, for the avoidance of doubt,
that this provision shall not impair the effectiveness of any other
provisions of this Agreement, which shall remain in full force and
effect), and each of the Administrative Agent and the Forbearing
Lenders shall be free in its sole and absolute discretion, without
limitation, to immediately proceed to enforce any or all of its
rights and remedies provided under, and in accordance with, the
Credit Documents, at law or in equity. Notwithstanding the
occurrence of the Forbearance Effective Date, each of the Credit
Parties acknowledges and confirms that, subject to the Forbearance,
all rights and remedies of the Administrative Agent and the
Forbearing Lenders under the Credit Documents, at law or in equity
with respect to the Credit Documents, the transactions thereunder,
the Borrower or any other Credit Party shall in each case continue
to be available to the Administrative Agent and the Forbearing
Lenders.

 

(g) [Reserved].

 

(h) The Parties agree
that the running of all statutes of limitation and the doctrine of
laches applicable to all claims or causes of action that the
Administrative Agent and/or any Lender may be entitled to take or
bring in order to enforce its rights and remedies against the
Borrower and/or the other Credit Parties are, to the fullest extent
permitted by law, tolled and suspended during the Forbearance
Period.

 

Section
4. Representations
and Warranties.

 

(a) Each Credit Party
hereby represents and warrants to the Administrative Agent and the
Forbearing Lenders as follows (which representations and warranties
are continuing and shall survive the execution and delivery
hereof):

 

(i) the execution,
delivery and performance of this Agreement by each of the Credit
Parties has been duly authorized by all necessary corporate or
other organizational action, and do not (A) contravene the terms of
the organizational documents of such Credit Party; (B) conflict
with or result in any breach or contravention of, or require any
payment to be made under (1) any material contractual obligation to
which such Credit Party is a party or affecting such Credit Party
or its properties or (2) any order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such
Credit Party or its property is subject; (C) violate any law to
which such Credit Party or its property is subject; or (D) result
in the creation of any Lien on any property of such Credit
Party;

 

(ii) no
approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution,
delivery or performance by, or enforcement against, such Credit
Party of this Agreement, other than those obtained prior to the
Forbearance Effective Date or being obtained in connection
herewith;

 

(iii) no
Default or Event of Default has occurred and is continuing other
than the Collective Defaults;

 

(iv) other
than in respect of the Collective Defaults, each of the
representations and warranties made by such Credit Party in the
Credit Agreement and the other Credit Documents are true and
correct in all material respects with the same effect as though
such representations and warranties were made on the date hereof
(except where such representations and warranties expressly relate
to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of
such earlier dates); and

 

(v) as of the date
hereof, no Third Party Forbearance Agreement (as defined below)
exists between any Credit Party and any Lender, whether
individually or as a group, which is not otherwise reflected or
referred to in this Agreement.

 



 

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Section
5. Conditions
to Effectiveness of this Agreement.

 


This
Agreement shall become effective (the date of such effectiveness
being referred to herein as the “Forbearance Effective Date”) upon
the occurrence of the following conditions:

 

(a) execution of this
Agreement by the Forbearing Lenders constituting the Requisite
Lenders and the Requisite Tranche A/Revolving Lenders under the
Credit Agreement, the Credit Parties and the Canadian
Subsidiaries;

 

(b) receipt by the
Administrative Agent, Greenhill and the Forbearing Lenders who wish
to receive such information of a preliminary cash flow forecast
covering the 13-week period ending July 5, 2019, in Excel format
(the “13-Week
Forecast”), which 13-Week Forecast and any amendments
thereto shall reflect, for the periods covered thereby, projected
weekly disbursements (in line item detail), cash receipts (in line
item detail), and ending cash for each week covered by the 13-Week
Forecast;

 

(c) receipt by the
Administrative Agent, Greenhill and the Forbearing Lenders who wish
to receive such information of (i) the annual budget for the Fiscal
Year ending December 31, 2019 that was approved by the Board of
Directors of the Borrower (the “Budget”) and (ii) the associated
four year business projections reviewed by the Board of Directors
of the Borrower at the time it approved the Budget;

 

(d) receipt by the
Administrative Agent, Greenhill and the Forbearing Lenders who wish
to receive such information of the Borrower’s existing
synergies plan relating to its acquisition of MegaPath Holding
Corporation and Birch Communications Holdings, reflecting the
synergies derived to date and the remaining synergies that Borrower
expects to derive from those acquisition transactions;

 

(e) receipt by the
Administrative Agent, Greenhill and the Forbearing Lenders who wish
to receive such information of the Borrower’s unaudited
monthly financials for the months ending January 31, 2019 and
February 28, 2019;

 

(f) [reserved];

 

(g) the Borrower and
each other Credit Party shall have delivered to the Forbearing
Lenders who wish to receive such information (i) minutes of the
Borrower and each other Credit Party authorizing the execution,
delivery and performance of its obligations under this Agreement,
and (ii) such other documents and instruments as the Forbearing
Lenders may reasonably require, all of the foregoing of which shall
be in form and substance reasonably acceptable to the Forbearing
Lenders; and

 

(h) payment, by or on
behalf of the Borrower, to the Administrative Agent, for the
account of each Forbearing Lender, of an upfront fee equal to 200
basis points on the aggregate principal amount of the Loans as of
the Forbearance Effective Date or, in the case of the Revolving
Lenders, Revolving Commitments in effect immediately prior to
giving effect to this Agreement, in each case held by such
Forbearing Lender; provided that such fee shall be
paid “in kind” to any Forbearing Lender who submits a
signature page to this Agreement no later than 5:00 p.m. (Eastern
time) on April 16, 2019 by adding the amount of such fee payable
with respect to each Class of Loan held by each Forbearing Lender
to the amount of the outstanding Loans of such Class of such Lender
(it being understood that any such added amounts shall be treated
as principal of the Loans and bear interest in accordance with the
Credit Agreement for all purposes other than for the determination
of Requisite Lenders, Requisite Tranche A/Revolving Lenders or any
other voting provision of the Credit Agreement).

 



 

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Section
6. Notice of Default.

 


Each
Credit Party shall provide notice to the Administrative Agent and
to counsel to the Forbearing Lenders promptly of its obtaining
knowledge of the occurrence of any Forbearance Termination Event,
which notice shall state that such event occurred and set forth, in
reasonable detail, the facts and circumstances that gave rise to
such event. Such notice shall be delivered to:

 


The Administrative
Agent:


 


Wilmington Trust,
National Association


50
South Sixth Street, Suite 1290


Minneapolis, MN
55402


Attn:
Jeffrey Rose (jrose@wilmingtontrust.com)


 



With copies by electronic mail (which shall not constitute notice)
to:


 


Arnold
& Porter Kaye Scholer LLP


70 West
Madison Street, Suite 4200


Chicago, Illinois
60602


Attn:
Michael Messersmith (Michael.Messersmith@arnoldporter.com)
   


 


and


 


250
West 55th Street


New
York, New York 10019-9710


Attn:
Alan Glantz (Alan.Glantz@arnoldporter.com)


 



With copies by electronic mail (which shall not constitute notice)
to:


 


Davis
Polk & Wardwell LLP


450
Lexington Avenue


New
York, NY 10017


Attn:
Damian S. Schaible (damian.schaible@davispolk.com)
and Adam L. Shpeen (adam.shpeen@davispolk.com)


 



Legal advisor to the TLA/Revolver Group:


 


Simpson
Thacher & Bartlett LLP


425
Lexington Avenue


New
York, NY 10017


Attn:
Sandeep Qusba (squsba@stblaw.com)
and Soogy Lee (slee@stblaw.com)


 


All notices given in accordance with the
provisions of this Section 6 shall be (x) deemed to have been given on the date
of receipt and (y) in the case of such notices given to the
Administrative Agent, promptly delivered by the Administrative
Agent to the Forbearing Lenders.

 



 

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Section
7. Effect
upon Credit Agreement; Ratification of Liability; No Waiver;
Etc.

 

(a) From and after the
date hereof, (i) the term “Agreement” in the Credit
Agreement, and all references to the Credit Agreement in any Credit
Document, shall mean the Credit Agreement, as interpreted in
accordance with the terms of this Agreement, and (ii) the term
“Credit Documents” in the Credit Agreement and the
other Credit Documents shall include this Agreement.

 

(b) Each Credit Party
hereby ratifies and reaffirms that (a) each of the Credit Documents
to which it is a party has been duly executed and delivered by such
Credit Party to the Administrative Agent and to the Lenders and is
in full force and effect as of the date hereof; (b) the agreements
and obligations of each Credit Party contained in the Credit
Documents, including, without limitation, all payment, performance,
indemnification and other obligations and all guarantees of such
obligations constitute the legal, valid and binding obligations of
such Credit Party, enforceable against the Credit Parties in
accordance with the terms thereof (except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability);
(c) its grant of liens on or security interests in its properties
pursuant to the Credit Documents as security for the Obligations
under or with respect to the Credit Agreement and confirms and
agrees that such liens and security interests secure all of the
Obligations, including any additional Obligations hereafter arising
or incurred pursuant to or in connection with this Agreement, the
Credit Agreement or any other Credit Document; and (d) the
Administrative Agent and the Lenders are and shall be entitled to
all of the rights, remedies and benefits provided for in the Credit
Documents.

 

(c) Except as expressly
provided herein, nothing in this Agreement is intended or shall be
deemed or construed to in any way waive, alter or impair the
obligations or any of the rights or remedies of the Administrative
Agent or the Lenders under the Credit Documents, at law or in
equity. All terms and provisions of the Credit Documents remain in
full force and effect, except to the extent expressly modified by
this Agreement. Each of the Credit Parties acknowledges that the
Administrative Agent and the Lenders have made no representations
as to what actions, if any, they will take after the Forbearance
Period, and the Administrative Agent and each Forbearing Lender
hereby specifically reserves any and all rights, remedies, claims
and benefits provided for in the Credit Documents, including,
without limitation, with respect to the Events of Default and each
other Default that may occur. The Collective Defaults shall be
deemed to have occurred and be continuing for all purposes under
the Credit Documents, notwithstanding any subsequent cure or any
other event or condition after the date hereof that would cause any
Collective Default to be no longer continuing, and such Collective
Default may only be cured or waived with the consent of, and on
terms and conditions satisfactory to, the Requisite Lenders (or,
with respect to any cures or waivers of the FCCR Defaults, the
Requisite Tranche A/Revolving Lenders).

 

Section
8. More
Favorable Terms.

 


To the
extent that any other forbearance, standstill or other similar
agreement entered into by any Credit Party (any such agreement, a
“Third Party Forbearance
Agreement”), or any amendment to any Third Party
Forbearance Agreement, in each case, entered into or agreed on or
after the date of this Agreement and during the Forbearance Period,
provides any benefit or right (including, without limitation, the
benefit of a forbearance period of shorter duration than the
Forbearance Period) to any creditor party thereto that is more
favorable than the benefits and rights provided to the
Administrative Agent and the Lenders under this Agreement, taking
into account the terms and conditions of the underlying debt
financing documents in effect with such creditor party, this
Agreement shall be deemed to be amended so as to cause any such
benefit or right to be incorporated into this Agreement
concurrently with making any such benefit or right available, and
on comparable terms as it is made available, to any such other
creditor.

 

Section
9. Release.

 


Each of
the Credit Parties, on behalf of itself and its successors or
assigns (collectively, the “Releasing Parties”), in
consideration of the Forbearing Lenders’ execution and
delivery of this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, unconditionally, freely, voluntarily and, after
consultation with counsel and becoming fully and adequately
informed as to the relevant facts, circumstances and consequences,
releases, waives and forever discharges (and further agrees not to
allege, claim or pursue) any and all claims, rights, causes of
action, counterclaims or defense of any kind whatsoever, in
contract, in tort, in law or in equity, whether known or unknown,
fixed or contingent, direct or indirect, joint and/or several,
secured or unsecured, due or not due, liquidated or unliquidated,
asserted or unasserted, or foreseen or unforeseen, which any of the
Releasing Parties might otherwise have or may have against the
Administrative Agent, the Lenders, their present or former
subsidiaries and affiliates or any of the foregoing’s
officers directors, employees, attorneys or other representatives
or agents (collectively, the “Releasees”) in each case on
account of any conduct, condition, act, omission, event, contract,
liability, obligation, demand, covenant, promise, indebtedness,
claim, right, cause of action, suit, damage, defense, judgment,
circumstance or matter of any kind whatsoever which existed, arose
or occurred at any time prior to the date of this Agreement
relating to the Credit Documents, this Agreement and/or the
transactions contemplated thereby or hereby (any of the foregoing,
a “Claim” and
collectively, the “Claims”). Each of the Releasing
Parties expressly acknowledges and agrees, with respect to the
Claims, that it waives, to the fullest extent permitted by
applicable law, any and all provisions, rights, and benefits
conferred by any applicable U.S. federal or state law, or any
principle of U.S. common law, that would otherwise limit a release
or discharge of any unknown Claims pursuant to this Section 9. Furthermore, each of the Releasing
Parties hereby absolutely, unconditionally and irrevocably
covenants and agrees with and in favor of each Releasee that it
will not sue (at law, in equity, in any regulatory proceeding or
otherwise) any Releasee on the basis of any Claim released and/or
discharged by the Releasing Parties pursuant to this Section 9. The foregoing release, covenant and
waivers of this Section 9 shall survive
and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment or
prepayment of any of the Loans, or the termination of the Credit
Agreement, this Agreement, any other Credit Document or any
provision hereof or thereof.

 



 

7







 





 

Section
10. Cash
Forecast; Testing Periods.

 

(a) During the
Forbearance Period, the Borrower agrees that the aggregate payments
made by the Credit Parties (excluding the reasonable fees and
expenses paid by a Credit Party to (x) any legal or financial
advisor retained to assist the Borrower with respect to a
resolution of the Collective Defaults to the extent billed on an
hourly or monthly basis and excluding, for the avoidance of doubt,
any transaction, completion or success fee, or (y) any legal and
financial advisor required to be retained under this Agreement or
required to be paid or reimbursed under the Credit Documents,
including, without limitation, Davis Polk, Greenhill, Arnold &
Porter, Simpson Thacher and the TLA/Revolver FA, if any (all of the
foregoing legal and financial advisors, collectively, the
“Advisors”)) during each
Testing Period (as defined below) to its vendors shall not exceed
the aggregate amount of forecasted payments set forth in the
13-Week Forecast for the applicable Testing Period (the
“Limit”) by more
than $2,000,000. For purposes of this clause (a), a “Testing Period” means each period
during the Forbearance Period, the first date of which shall be the
Forbearance Effective Date and the last date of which shall be each
Friday thereafter (each, a “Testing Date”). The Borrower shall
promptly notify Greenhill and the Forbearing Lender, in each case
in writing (email being acceptable notice) in the event that the
aggregate payments made during any Testing Period exceed the Limit
on such Testing Date by an amount in excess of
$2,000,000.

 

(b) Each Credit Party
hereby confirms, acknowledges and agrees that, unless waived in
writing by the Administrative Agent (at the direction of the
Requisite Lenders), the failure of Borrower to deliver any report
or notice required by Section 10(a) or
Section 11 below shall constitute a
Forbearance Termination Event.

 

(c) Notwithstanding any
projected amounts in the 13-Week Forecast relating to the costs and
expenses of the Administrative Agent and the Forbearing Lenders
that are reimbursable by the Credit Parties or any other amounts
owing by the Credit Parties to the Administrative Agent and the
Lenders in accordance with the Credit Agreement and the other
Credit Documents, such projections shall not limit, impair, modify
or waive Credit Parties’ obligation to pay the actual amounts
due to the Administrative Agent and/or the Forbearing Lenders in
respect of such fees, costs, expenses and other amounts owing to
the Administrative Agent and the Forbearing Lenders in accordance
with the Credit Agreement and the other Credit
Documents.

 

(d) The Credit Parties
acknowledge, agree and reaffirm that notwithstanding anything to
the contrary in the Credit Agreement, any other Credit Document,
this Agreement, or otherwise, the Administrative Agent and the
Lenders shall not be responsible for, or have any liability or
obligation to ensure the payment of, any costs and expenses set
forth in the 13-Week Forecast or any other claims asserted or
incurred in connection with the Credit Parties’ business or
any proceeding commenced by or against any of the Credit Parties
under any chapter of the Bankruptcy Code, and nothing in this
Agreement, the Credit Agreement, any other Credit Document or
otherwise shall be construed to obligate the Administrative Agent
or the Lenders in any way, to pay, fund, or ensure that the Credit
Parties have sufficient funds to pay any such fees, costs and
expenses.

 

Section
11. Additional
Reporting.

 

(a) The Borrower shall
deliver to the Forbearing Lenders who wish to receive such
information and Greenhill (i) a comparison of the Borrower’s
unaudited monthly financials to the Budget and its standard monthly
key performance indices report (the “KPIs”) for the months ending
January 31, 2019 and February 28, 2019 on or prior to 5:00 p.m.
(Eastern time) on April 12, 2019, (ii) monthly KPIs (for
non-financial data) for the month ending March 31, 2019 on or prior
to 5:00 p.m. (Eastern time) on April 12, 2019, (iii) unaudited
monthly financials for the month ending March 31, 2019 and a
comparison of such results against the Budget on or prior to 5:00
p.m. (Eastern time) on April 18, 2019 and (iv) unaudited monthly
financials and associated monthly KPIs for each month thereafter
and a comparison of such financials against the Budget no later
than eleven (11) Business Days following the last date of such
month occurring during the Forbearance Period.

 

(b) The Borrower shall
deliver to the Forbearing Lenders who wish to receive such
information and Greenhill (i) on or prior to 5:00 p.m. (Eastern
time) on Wednesday of each calendar week, a variance report for the
Testing Period ended on Friday of the prior week, in a form
reasonably acceptable to Greenhill, with a narrative description of
any material variances and setting forth the aggregate amount of
payments made during such period and the amount by which any
payments made exceed the Limit and (ii) at the time of the close of
business on Thursday of each calendar week, a report, in a form
reasonably acceptable to Greenhill, specifying the amount of the
aggregate bank and book cash balances of the Borrower as of such
date.

 

(c) All deliverables
hereunder to Greenhill or the satisfaction or acceptability of any
deliverable under this Agreement (or any amendment or supplement
hereto) by Greenhill shall also be delivered to and be subject to
the satisfaction of and be acceptable to the TLA/Revolver FA, if
any.

 

(d) The Borrower shall
give to the Forbearing Lenders who wish to receive such information
and Greenhill three (3) Business Days’ prior notice of any
proposed or contemplated transaction or other action, including the
incurrence of Indebtedness, that, that would constitute a
Forbearance Termination Event pursuant to Section 3(d)(viii).

 



 

8







 





 

Section
12. Lender Calls. The Borrower
shall, at its own expense, facilitate and hold calls between
Greenhill and members of the Borrower’s executive management
team and/or their advisors not less than twice every week and shall
invite the Forbearing Lenders or their advisors to attend such
calls.

 

Section
13. Industry Consultant. The
Borrower hereby agrees to pay and reimburse all reasonable and
documented fees and expenses when due of one industry consultant
with substantial experience and knowledge as to the operation of
the cloud services and communication services retained by the
Requisite Lenders.

 

Section
14. Interest Rate.

 

(a) On and after the
date hereof and for so long as an Event of Default shall be
continuing under the Credit Agreement, all Obligations shall accrue
default interest in the manner set forth in Sections 2.9(a) and
2.9(b) of the Credit Agreement.

 

(b) The definition of
“Applicable Rate” in the Credit Agreement is hereby
amended, with effect as of the Forbearance Effective Date, by
increasing each interest rate percentage for Loans specified
therein by a percentage equal to 100 basis points per annum (the
“Incremental
Interest”); provided that the Incremental
Interest shall be paid “in kind” by adding the amount
of such Incremental Interest with respect to each Class of Loan
held by each Lender to the amount of the outstanding Loans of such
Class of such Lender (it being understood that any such added
amounts shall be treated as principal of the Loans and bear
interest in accordance with the Credit Agreement for all purposes
other than for the determination of Requisite Lenders, Requisite
Tranche A/Revolving Lenders or any other voting provision of the
Credit Agreement).

 

Section
15. Revolving Commitments. The
Revolving Commitments are hereby terminated.

 

Section
16. Fees and Expenses; Indemnities.
All terms, provisions and agreements set forth in Sections 10.2 and
10.3 of the Credit Agreement are hereby incorporated herein by
reference with the same force and effect as though fully set forth
herein.

 

Section
17. Successors
and Assigns.

 


This
Agreement shall be binding upon
and inure to the benefit of each Party hereto and their respective
successors and assigns.

 

Section
18. No
Third-Party Beneficiaries.

 


No
Person other than the Credit Parties, the Administrative Agent, the
Lenders and, in the case of Section 9
hereof, the Releasees, shall have any rights hereunder or be
entitled to rely on this Agreement and all third-party beneficiary
rights (other than the rights of the Releasees under Section 9 hereof) are hereby expressly
disclaimed.


 



Section
19. Severability.

 


The
invalidity, illegality or unenforceability of any provision in or
obligation under this Agreement in any jurisdiction shall not
affect or impair the validity, legality or enforceability of the
remaining provisions or obligations under this Agreement or of such
provision or obligation in any other jurisdiction.

 

Section
20. Governing
Law, Jurisdiction; Waiver of Jury Trial.

 

(a) THIS AGREEMENT AND
ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS
AGREEMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR
OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION
OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW
YORK.

  



 



 

9







 





  

(b) EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW
YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, IN THE CITY
OF NEW YORK (OR ANY APPELLATE COURT THEREFROM) OVER ANY SUIT, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION
OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
OR, TO THE EXTENT PERMITTED BY LAW, FEDERAL COURT. THE PARTIES
HERETO AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY REGISTERED MAIL ADDRESSED TO SUCH PERSON SHALL BE
EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PERSON FOR ANY SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. EACH PARTY AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW.

 

(c) EACH PARTY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

 

Section
21. Amendments.

 


The
provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be
given, without the express prior written consent of the Borrower,
the Requisite Lenders and, to
the extent that such amendment, modification, supplement, waivers
or consents relate to the FCCR Defaults, the Requisite Tranche
A/Revolving Lenders; provided that any date or
deadline herein (including, without limitation, any extension of
the Forbearance Period) may be extended by the Requisite Lenders and, to the extent the
FCCR Defaults are continuing, the Requisite Tranche A/Revolving
Lenders and such extension may be communicated by email to counsel
to the Credit Parties.

 

Section
22. Further
Assurances.

 


Each of
the Credit Parties hereby agrees to execute and deliver from time
to time such other documents and take such other actions as may be
reasonably necessary in order to effectuate the terms
hereof.

 

Section
23. Entire
Agreement.

 


This
Agreement, the Credit Agreement and the other Credit Documents
constitute the entire agreement of the Parties with respect to the
subject matter hereof, and supersede all other prior negotiations,
understandings or agreements with respect to the subject matter
hereof. This Agreement shall be deemed a Credit
Document.

 

Section
24. Counterparts.

 


This
Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Agreement by
electronic mail (e.g. “.pdf” or “.tif”)
shall be effective as delivery of an original executed counterpart
of this Agreement.

 

Section
25. Section
Titles.

 


The
section and subsection titles contained in this Agreement are
included for convenience only, shall be without substantive meaning
or content of any kind whatsoever, and are not a part of the
agreement between the Credit Parties, on the one hand, and the
Forbearing Lenders, on the other hand. Any reference in this
Agreement to any “Section” refers, unless the context
otherwise indicates, to a section of this Agreement.

 

Section
26. Requisite Lender
Direction.

 


The
Lenders party hereto (which constitute the Requisite Lenders and
the Requisite Tranche A/Revolving Lenders) hereby (i) instruct the
Administrative Agent to comply with the Forbearance to the extent
specified herein and to take the other actions (or refrain from
acting), in each case, as expressly contemplated hereby and (ii)
acknowledge and agree that (x) the direction set forth in this
Section 26 constitutes a direction from
the Requisite Lenders and the Requisite Tranche A/Revolving Lenders
under the provisions of Section 9 of the Credit Agreement and (y)
Sections 9.3 and 9.6 of the Credit Agreement shall apply to any and
all actions (and inactions) taken by the Administrative Agent in
accordance with such direction.

 


[Signature
pages follow]

 










10








 






IN
WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement as of the
day and year first above written.

 


	
 

	


FUSION CONNECT, INC.,


as
Borrower


	
 

	
 


	
 

	

By: /s/
James P. Prenetta, Jr.


	
 

	

Name:
James P. Prenetta, Jr.


	
 

	

Title:
Executive Vice President and General Counsel


	
 

	
 


	
 

	


FUSION NBS ACQUISITION CORP.



FUSION LLC



FUSION BCHI ACQUISITION LLC



FUSION CB HOLDINGS, INC.



FUSION CLOUD SERVICES LLC



FUSION COMMUNICATIONS, LLC



FUSION MANAGEMENT SERVICES LLC



FUSION TELECOM, LLC



FUSION TEXAS HOLDINGS, INC.



FUSION TELECOM OF KANSAS, LLC



FUSION TELECOM OF OKLAHOMA, LLC



FUSION TELECOM OF MISSOURI, LLC



FUSION TELECOM OF TEXAS LTD., L.L.P.



BIRCAN HOLDINGS, LLC



FUSION PM HOLDINGS, INC.



FUSION MPHC HOLDING CORP.



FUSION CLOUD COMPANY LLC



FUSION MPHC GROUP, INC.,


as
Guarantor Subsidiaries


	
 

	
 


	
 

	

By: /s/
James P. Prenetta, Jr.


	
 

	

Name:
James P. Prenetta, Jr.


	
 

	

Title:
Executive Vice President and General Counsel


 


 



PRIMUS MANAGEMENT ULC



BIRCAN MANAGEMENT ULC,


as the
Canadian Subsidiaries


 


	
 

	

By: /s/
James P. Prenetta, Jr.


	
 

	

Name:
James P. Prenetta, Jr.


Title:
Executive Vice President and General Counsel







 


 




[Signature
Page to Forbearance Agreement (First Lien)]


 


 


 


 

11








 






 







 


 


	

EAST WEST BANK, as Forbearing
Lender  
 


	

By:

	

/s/
Stuart Bonomo

	
 


	

Name:

	

Stuart
Bonomo

	
 


	

Title:

	

Senior
Vice President

	
 







 


 


 


 


 




12


 








 






 

 


 


	

GOLDAMN SACHS LENDNG PARTNER, LLC, as
Forbearing Lender  
 


	

By:

	

/s/
Jamie Minieri

	
 


	

Name:

	

Jamie
Minieri

	
 


	

Title:

	

Authorized
Signatory

	
 







 


 


 




13


 








 






 

 


 


	

Morgan Stanley Senior Funding, Inc., as
Forbearing Lender  
 


	

By:

	

/s/
Roberto Ellinghaus

	
 


	

Name:

	

Roberto
Ellinghaus

	
 


	

Title:

	

Vice
President

	
 







 


 


 




14


 








 






 

 


 


	

MUFG UNION BANK, N.A., as Forbearing
Lender  
 


	

By:

	

/s/
David Noda

	
 


	

Name:

	

David
Noda

	
 


	

Title:

	

Managing
Director

	
 







 


 


 




15


 








 






 

 


 


	




Halcyon Loan Advisors Funding 2014-3, Ltd.



Halcyon Loan Advisors Funding 2015-1, Ltd.



Halcyon Loan Advisors Funding 2015-2, Ltd.



Halcyon Loan Advisors Funding 2015-3, Ltd.



Halcyon Loan Advisors Funding 2017-1, Ltd.



Halcyon Loan Advisors Funding 2017-2, Ltd.



Halcyon Loan Advisors Funding 2018-1, Ltd.



Halcyon Loan Advisors Funding 2018-2, Ltd.


as
Forbearing Lender


 




	

By:

	

/s/
David Martino

	
 


	

Name:

	

David
Martino

	
 


	

Title:

	

Controller

	
 







 


 


 


 




16


 








 






 

 


 


	

CBAM CLO MANAGAMENT, LLC, as Forbearing
Lender  
 


	

By:

	

/s/ Don
Young

	
 


	

Name:

	

Don
Young

	
 


	

Title:

	

Partner

	
 







 


 


 


	

CBAM PARTNERS, LLC, as Forbearing
Lender  
 


	

By:

	

/s/ Don
Young

	
 


	

Name:

	

Don
Young

	
 


	

Title:

	

Partner

	
 







 


 


 




17


 








 






 

 


 

 


 


	




OCP CLO 2013-4, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  




	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




18


 








 






 

 


 


 


	




OCP CLO 2014-5, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 


 


 




19


 








 






 

 


	




OCP CLO 2014-6, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




20





 








 






 

 


	




OCP CLO 2015-10, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




21





 








 






 

 


	




OCP CLO 2015-18, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




22





 








 






 

 


	




OCP CLO 2015-19, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




23





 








 






 

 


	




OCP CLO 2016-11, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




24





 








 






 

 


	




OCP CLO 2016-12, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




25





 








 






 

 


	




OCP CLO 2017-13, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




26





 








 






 

 


	




OCP CLO 2017-14, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 





27


 








 






 


	




OCP CLO 2018-15, Ltd., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




28





 








 






 


	




OCP Credit Strategy Fund, as Forbearing Lender


By:
Onex Credit Partners, LLC, its manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 


 




29





 








 






 

 


	




ONEX CLP FUNDING L.P., as Forbearing Lender


By:
Onex Credit Partners, LLC, as Portfolio Manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




30





 








 






 

 


	




Onex Debt Opportunity Fund, LP, as Forbearing
Lender


By:
Onex Credit Partners, LLC, its investment manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




31





 








 






 

 


	




Onex Debt Opportunity Fund, Ltd. as Forbearing
Lender


By:
Onex Credit Partners, LLC, its investment manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




32





 








 






 

 


	




Onex Senior Credit II, LP, as Forbearing Lender


By:
Onex Credit Partners, LLC, its investment manager

  



	

By:

	

/s/
Paul Travers

	
 


	

Name:

	

Paul
Travers

	
 


	

Title:

	

Portfolio
Manager

	
 







 


 




33





 








 





 





	




Oppenheimer Senior Floating Rate Fund, as Forbearing
Lender


By:
OppenheimerFunds, Inc., as investment adviser

  



	

By:

	

/s/
Luke Obermeyer

	
 


	

Name:

	

Luke
Obermeyer

	
 


	

Title:

	

Research
Analyst, AUP

	
 







  





	
Oppenheimer Senior Floating Rate Plus
Fund, as Forbearing Lender

By:
OppenheimerFunds, Inc., as investment adviser

  


	
By:

	
/s/ Luke
Obermeyer

	
 


	
Name:

	
Luke
Obermeyer

	
 


	
Title:

	
Research Analyst,
AUP

	
 







 




	


Oppenheimer Master Loan Fund, LLC, as Forbearing
Lender


By:
OppenheimerFunds, Inc., as investment adviser


 


	
By:

	

/s/
Luke Obermeyer

	
 


	
Name:

	

Luke
Obermeyer

	
 


	
Title:

	

Research
Analyst, AUP

	
 







 



	
Oppenheimer Fundamental Alternatives
Fund, as Forbearing Lender


By: OppenheimerFunds, Inc., as investment
adviser

  


	
By:

	
/s/ Luke
Obermeyer

	
 


	
Name:

	
Luke
Obermeyer

	
 


	
Title:

	
Research Analyst,
AUP

	
 




  







34





 








 






 

 


	

VECTOR FUSION HOLDINGS (CAYMAN), LTD.,
as Forbearing Lender  
 


 


	

By:

	

/s/
David Baylor

	
 


	

Name:

	

David
Baylor

	
 


	

Title:

	

COO

	
 







 


 




35





 








 






 

 


 

 


	

VC5 Debt Investment (Cayman), Ltd., as
Forbearing Lender  
 


 


	

By:

	

/s/
David Baylor

	
 


	

Name:

	

David
Baylor

	
 


	

Title:

	

COO

	
 







 


 

 




36





 








 






 

 


	

VC4 Debt Investment (US), LLC, as
Forbearing Lender  
 


 


	

By:

	

/s/
David Baylor

	
 


	

Name:

	

David
Baylor

	
 


	

Title:

	

COO

	
 







 


 

 




37





 








 





 





 

 


	

VECTOR TRADING (CAYMAN), LP, as
Forbearing Lender  
 


 


	

By:

	

/s/
David Baylor

	
 


	

Name:

	

David
Baylor

	
 


	

Title:

	

COO

	
 







 






 

 


 


 

38