mm08-3010_8ke101.htm


 


EXHIBIT 10.1





 









AMENDMENT NO. 3 TO CREDIT AGREEMENT AND CONSENT







This Amendment No. 3 to Credit Agreement and Consent (the “Agreement”) is dated as of August 30, 2010 and effective in accordance with Section 4 below, by and among L-1 IDENTITY SOLUTIONS OPERATING COMPANY (formerly known as L-1 Identity Solutions, Inc.), a Delaware corporation (the “Borrower”), L-1 IDENTITY SOLUTIONS, INC., a Delaware corporation (“Holdings”), each of the other Guarantors, each Lender party hereto, and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below.







STATEMENT OF PURPOSE







WHEREAS, the Borrower, Holdings, the Lenders and the Administrative Agent are parties to the Second Amended and Restated Credit Agreement dated as of August 5, 2008 (as amended by Amendment No. 1 to Credit Agreement, dated as of July 8, 2009, and Amendment No. 2 to Credit Agreement dated as of April 30, 2010, and as otherwise previously modified and amended, as amended hereby and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).







WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement as more specifically set forth herein.  Subject to the terms and conditions set forth herein, the Administrative Agent and each of the Lenders party hereto have agreed to grant such requests of the Borrower.







NOW, THEREFORE, subject to the occurrence of the Effective Date (as defined below) pursuant to Section 4 hereof and in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:







1. Capitalized Terms.  Except as otherwise provided herein, all capitalized undefined terms used in this Agreement (including, without limitation, in the introductory paragraph and the statement of purpose hereto) shall have the meanings assigned thereto in the Credit Agreement (as amended by this Agreement).







2. Amendments.







(a)           Amendment to Section 7.11(a).  Section 7.11(a) (“Financial Covenants; Consolidated Debt Service Coverage Ratio”) is hereby amended by deleting the proviso at the end of such section in its entirety and replacing it with the following:







“; provided that notwithstanding the foregoing, if on or prior to September 30, 2010 Holdings or one or more of its Affiliates shall have entered into one or more definitive agreements providing for the sale of all or substantially all of the assets and operations of Holdings and its Subsidiaries (whether pursuant to a sale of Equity Interests of Holdings or any of its Subsidiaries, a merger, an asset sale or otherwise), then the minimum Consolidated Debt Service Coverage Ratio for the period from September 30, 2010 to and including March 30, 2011 shall remain at 1.65 to 1.00.”







(b)           Amendment to Section 7.11(b).  Section 7.11(b) (“Financial Covenants; Consolidated Borrower Leverage Ratio”) is hereby amended by deleting the proviso at the end of such section in its entirety and replacing it with the following:






  





 











  













“; provided that notwithstanding the foregoing, if on or prior to September 30, 2010 Holdings or one or more of its Affiliates shall have entered into one or more definitive agreements providing for the sale of all or substantially all of the assets and operations of Holdings and its Subsidiaries (whether pursuant to a sale of Equity Interests of Holdings or any of its Subsidiaries, a merger, an asset sale or otherwise), then the maximum Consolidated Leverage Ratio for the period from September 30, 2010 to and including March 30, 2011 shall remain at 3.85 to 1.00.”







3. Consent.  Subject to the terms and conditions set forth herein and the occurrence of the Effective Date, notwithstanding any limitation in Section 7.05 of the Credit Agreement to the contrary, the Administrative Agent, the L/C Issuer and the Lenders hereby consent to Holdings and/or one or more of its Subsidiaries entering into, and consummating the transactions contemplated by, a definitive agreement for the sale of certain assets of Holdings and its Subsidiaries, including the Equity Interests of certain Subsidiaries of Holdings other than the Borrower and the assignment of certain contract rights of Subsidiaries of Holdings, which assets considered in the aggregate constitute less than all or substantially all of the assets of Holdings and its Subsidiaries so long as (a) within three Business Days after the entering into of any such agreement, the Borrower has provided to the Administrative Agent, for delivery to the Lenders, (i) a balance sheet and income statement giving pro forma effect to such Disposition, and (ii) a certificate demonstrating that the Borrower would be in compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement as of the most recently completed Reference Period ended prior to such transaction for which the financial statements and certificates required by Section 6.01(a) or 6.01(b) of the Credit Agreement have been delivered, after giving pro forma effect to such transaction (including the repayment of Obligations required by this Section 3) as if such Disposition had occurred as of the first day of such period, (b) 100% of the purchase price is to be paid by the purchaser in cash, (c) in the reasonable opinion of Holdings, such Disposition will not have a materially adverse impact on any ongoing or anticipated negotiations for the Dispositions of the remainder of the assets of Holdings and its Subsidiaries in one or more other transactions, and (d) within two Business Days after the consummation of such Disposition, 100% of the Net Cash Proceeds are applied to the prepayment of the Obligations in accordance with the provisions of Section 2.05(b)(vii)(B) of the Credit Agreement as if such Disposition were one with respect to which the provisions of Section 2.05(b)(ii) of the Credit Agreement applied (but ignoring any time frames or reinvestment provisions contained in Section 2.05(b)(ii) of the Credit Agreement).  For the avoidance of doubt, this Section 3 shall not apply to any Disposition, or agreement therefor, with respect to all or substantially all of the assets of Holdings and its Subsidiaries, and no agreement entered into to which this Section 3 applies shall, in and of itself, constitute the satisfaction of the condition in the proviso to Section 7.11(a) or Section 7.11(b) of the Credit Agreement with respect to the entering into of one or more definitive agreements providing for the sale of all or substantially all of the assets and operations of Holdings and its Subsidiaries.  In the event that at any time after the entering into of any agreement purported to be permitted by this Section 3, any condition or requirement in this Section 3 is not satisfied within the time period provided herein, unless such agreement has been terminated in accordance with the terms thereof, such failure shall constitute an immediate Event of Default under the Credit Agreement.







 


4. Conditions to Effectiveness.  This Agreement shall be effective upon the satisfaction of each of the following conditions (the date of satisfaction of such conditions, the “Effective Date”):







(a) the Administrative Agent shall have received counterparts of this Agreement executed by the Administrative Agent, the Required Lenders and each of the Loan Parties;






  





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(b) the Borrower shall have paid to the Administrative Agent (or its applicable affiliate), for the account of each Lender that executes and delivers to the Administrative Agent (or its counsel) a signature page to this Agreement, an amendment fee in an amount equal to (i) 0.05% times (ii) the sum of (A) the principal amount of such consenting Lender’s Revolving Commitment plus (B) the aggregate Outstanding Amount of all Term Loans of such consenting Lender, provided that such fee shall only be paid to those Lenders whose signature page is actually received (whether as an original or as an electronic transmission in accordance with Section 8(c) below) by the Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern Time) on August 30, 2010 unless such later time (prior to the Effective Date) is otherwise agreed by the Administrative Agent and the Borrower;







(c) the Administrative Agent shall have been paid all other fees owed to it and reimbursed for all reasonable, invoiced out-of-pocket costs and expenses incurred by the Administrative Agent in connection with this Agreement, including, without limitation, the reasonable, invoiced fees and disbursements of counsel for the Administrative Agent; and







(d) the Administrative Agent shall have received such other instruments, documents and certificates as the Administrative Agent shall reasonably request in connection with the execution of this Agreement.







5. Effect of the Agreement.  Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect.  Except as expressly set forth herein, this Agreement shall not be deemed (i) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (ii) to prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, (iii) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents or (iv) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of any other agreement by and among the Borrower, on the one hand, and the Administrative Agent or any other Lender, on the other hand.  References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.


 


6. Representations and Warranties/No Default.  On and as of the date hereof, after giving effect to this Agreement,







 


(a)           the Borrower hereby certifies, represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties set forth in Article V of the Credit Agreement or in any other Loan Document are true and correct in all material respects (in each case, except to the extent any such representation and warranty is itself qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent any such representation and warranty is itself qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most






  





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recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement and (ii) that no Default or Event of Default has occurred or is continuing;







 


(b)           each Loan Party hereby certifies, represents and warrants to the Administrative Agent and the Lenders that:







(i)           it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and







(ii)           this Agreement and each other document executed in connection herewith has been duly executed and delivered by the duly authorized officers of such Loan Party, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.







7. Reaffirmations.  Each Loan Party (a) agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and each other Loan Document to which it is a party, (b) confirms and reaffirms its obligations under the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and each other Loan Document to which it is a party and (c) agrees that the Credit Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and each other Loan Document to which it is a party remain in full force and effect and are hereby ratified and confirmed.







8. Miscellaneous.







(a)           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.







(b)           Counterparts.  This Agreement may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.







(c)           Electronic Transmission.  A facsimile, telecopy, pdf or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy, pdf or other reproduction hereof.







 







[Signature pages follow.]






  





4











  








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













	  	
L-1 IDENTITY SOLUTIONS OPERATING COMPANY, as Borrower


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma    
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer
















	  	
L-1 IDENTITY SOLUTIONS, INC., as Holdings


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma    
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
IMAGING AUTOMATION (DE) LIMITED LIABILITY COMPANY (formerly known as Imaging Automation, Inc.), as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma    
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
INTEGRATED BIOMETRIC TECHNOLOGY, LLC, as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma    
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
SECURIMETRICS, INC., as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    




















[Signature pages continue.]







Amendment No. 3


L-1 Identity Solutions Operating Company


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TRANS DIGITAL TECHNOLOGIES LIMITED LIABILITY COMPANY (formerly known as Trans Digital Technologies Corporation), as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
IBT ACQUISITION, LLC, as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
IRIDIAN TECHNOLOGIES, LLC (formerly known as Iridian Technologies, Inc.), as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
IDENTIX INCORPORATED, as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
INTEGRATED BIOMETRIC TECHNOLOGY SERVICES, LLC, as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
L-1 SECURE CREDENTIALING, INC., as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    















[Signature pages continue.]







Amendment No. 3


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MCCLENDON, LLC, as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
ADVANCED CONCEPTS, INC., as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
SPECTAL, LLC, as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    
















	  	
COMNETIX, LLC (formerly known as Comnetix Inc.), as Guarantor


	  	  	  
	  	
By:

	/s/  James DePalma
	  	
Name:

	James DePalma
	  	
Title:

	Executive Vice President, Chief Financial Officer & Treasurer    















[Signature pages continue.]







Amendment No. 3


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BANK OF AMERICA, N.A., as Administrative Agent


	  	  	  
	  	
By:

	/s/  Michael J. Landini
	  	
Name:

	Michael J. Landini
	  	
Title:

	Senior Vice President

























[Signature pages continue.]







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BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender and a Lender


	  	  	  
	  	
By:

	/s/  Michael J. Landini
	  	
Name:

	Michael J. Landini
	  	
Title:

	Senior Vice President






























[Signature pages continue.]


 






  
Amendment No. 3


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AMNC VII, LIMITED


	  	
By:American Money Management Corp.,


as Collateral Manager, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Chester M. Eng


	  	
Name:

	
Chester M. Eng


	  	
Title:

	
Senior Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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AMNC VIII, LIMITED


	  	
By:American Money Management Corp.,


as Collateral Manager, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Chester M. Eng


	  	
Name:

	
Chester M. Eng


	  	
Title:

	
Senior Vice President

















Amendment No. 3


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APOSTLE LOOMIS SAYLES


CREDIT OPPORTUNITIES FUND,


As Lender


	  	
By:Loomis, Sayles & Company, L.P.,


Its Investment Manager


	  	
By:Loomis, Sayles & Company, Incorporated,


Its General Partner


	  	  	  
	  	  	  
	  	
, as a Lender


	  	  
	  	
By:

	
/s/  Mary McCarthy


	  	
Name:

	
Mary McCarthy


	  	
Title:

	
Vice President

















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APOSTLE LOOMIS SAYLES


SENIOR LOAN FUND,


As Lender


	  	
By:Loomis, Sayles & Company, L.P.,


Its Investment Manager


	  	
By:Loomis, Sayles & Company, Incorporated,


Its General Partner


	  	  	  
	  	  	  
	  	
, as a Lender


	  	  
	  	
By:

	
/s/  Mary McCarthy


	  	
Name:

	
Mary McCarthy


	  	
Title:

	
Vice President

















Amendment No. 3


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ARES NF CLO XIV LTD, as a Lender


ARES NF CLO XIV LTD. 


	  	
By:Ares NF CLO XIV Management, L.P.,


its Collateral Manager


	  	
By:Ares NF CLO XIV Management, LLC,


its General Manager


	  	  	  
	  	  	  
	  	
By:

	
/s/  Americo Cascella


	  	
Name:

	
Americo Cascella


	  	
Title:

	
Vice President

















Amendment No. 3


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Arizona State Retirement System


	  	
By:Credit Suisse Alternative Capital, Inc.


its investment adviser


	  	
, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















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Atrium CDO


	  	  
	  	
[___________________________], as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















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ATRIUM V


	  	
By:Credit Suisse Alternative Capital, Inc.,


as collateral manager


	  	  
	  	
[___________________________], as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


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BABSON CLO LTD. 2005-II


BABSON CLO LTD. 2005-III


BABSON CLO LTD. 2006-II


BABSON CLO LTD. 2008-I


BABSON CLO LTD. 2008-II


ARTUS LOAN FUND 2007-I, LTD.


BABSON LOAN OPPORTUNITY CLO, LTD.


	  	
By:Babson Capital Management LLC


as Collateral Manager


	  	
as a Lender


	  	  	  
	  	
By:

	
/s/  Michael Freno


	  	
Name:

	
Michael Freno


	  	
Title:

	
Managing Director


	  	  	  
	  	
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY


C.M. LIFE INSURANCE COMPANY


	  	
By:Babson Capital Management LLC


as Investment Adviser,


	  	
as a Lender


	  	  	  
	  	
By:

	
/s/  Michael Freno


	  	
Name:

	
Michael Freno


	  	
Title:

	
Managing Director


	  	  
	  	  
	  	
MAPLEWOOD (CAYMAN) LIMITED


	  	
By:Babson Capital Management LLC


as Investment Manager,


	  	
as a Lender


	  	  	  
	  	
By:

	
/s/  Michael Freno


	  	
Name:

	
Michael Freno


	  	
Title:

	
Managing Director


	  	  
	  	  
	  	
SAPPHIRE VALLEY CDO I, LTD.


	  	
By:Babson Capital Management LLC


as Collateral Manager,


	  	
as a Lender


	  	  	  
	  	
By:

	
/s/  Michael Freno


	  	
Name:

	
Michael Freno


	  	
Title:

	
Managing Director

















Amendment No. 3


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The Bank of Nova Scotia, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Todd Meller


	  	
Name:

	
Todd Meller


	  	
Title:

	
Managing Director

















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BCI I LOAN FUNDING LLC, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Emily Chong


	  	
Name:

	
Emily Chong


	  	
Title:

	
Director

















Amendment No. 3


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BENTHAM WHOLESALE SYNDICATED LOAN FUND


	  	
By:Credit Suisse Alternative Capital Inc.,


as agent (Sub advisor) for


Challenger Investment Services Limited,


the responsible entity for


Bentham Wholesale Syndicated Loan Fund


	  	
[___________________________], as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


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BlackRock Funds II BlackRock Floating Rate Income Portfolio


Ariel Reinsurance Company Ltd.


BlackRock Credit Investors Master Fund, L.P.


BlackRock Defined Opportunity Credit Trust


BlackRock Senior Income Series


BlackRock Senior Income Series II


BlackRock Senior Income Series IV


BlackRock Senior Income Series V Limited


BlackRock Fixed Income Value Opportunities Trust


Magnetite V CLO, Limited


Master Senior Floating Rate LLC


Missouri State Employees’ Retirement System


BlackRock Senior Floating Rate Portfolio








	  	  
	  	  
	  	
, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  C. Adrian Marshall


	  	
Name:

	
C. Adrian Marshall


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


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BLACKSTONE / GSO SENIOR FLOATING RATE TERM FUND


	  	
By:  GSO / Blackstone Debt funds Management LLC As Investment Adviser, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Daniel H. Smith


	  	
Name:

	
Daniel H. Smith


	  	
Title:

	
Authorized Signatory

















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CARLYLE ARNAGE CLO, LTD.,


	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Linda Page


	  	
Name:

	
Linda Page


	  	
Title:

	
Managing Director

















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CARLYLE AZURE CLO, LTD.,


	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Linda Pace


	  	
Name:

	
Linda Pace


	  	
Title:

	
Managing Director

















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CARYLYLE BRISTOL CLO, LTD.,


	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Linda Pace


	  	
Name:

	
Linda Pace


	  	
Title:

	
Managing Director

















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CARYLYLE BRISTOL CLO, LTD.,


	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Linda Pace


	  	
Name:

	
Linda Pace


	  	
Title:

	
Managing Director

















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CARYLYLE MCLAREN CLO, LTD.,


	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Linda Pace


	  	
Name:

	
Linda Pace


	  	
Title:

	
Managing Director

















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CARYLYLE MODENA CLO, LTD.,


	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Linda Pace


	  	
Name:

	
Linda Pace


	  	
Title:

	
Managing Director

















Amendment No. 3


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CARYLYLE VANTAGE CLO, LTD.,


	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Linda Pace


	  	
Name:

	
Linda Pace


	  	
Title:

	
Managing Director

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CARYLYLE VEYRON CLO, LTD.,


	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Linda Pace


	  	
Name:

	
Linda Pace


	  	
Title:

	
Managing Director

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CASTLE GARDEN FUNDING


	  	  
	  	
[___________________________], as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CHELSEA PARK CLO LTD.


	  	
By:GSO / BLACKSTONE Debt Funds Management LLC


as Collateral Manager, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Daniel H. Smith


	  	
Name:

	
Daniel H. Smith


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CHURCHILL FINANCIAL CAYMAN LTD,


	  	
as a Lender


	  	
By:Churchill Financial LLC,


as its collateral manager


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Hennigan


	  	
Name:

	
Thomas Hennigan


	  	
Title:

	
Senior Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CIT BANK, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas G. McNicholas


	  	
Name:

	
Thomas G. McNicholas


	  	
Title:

	
Senior Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CIT CLO I LTD., as a Lender


	  	
By:CIT Asset Management LLC


	  	  	  
	  	  	  
	  	
By:

	
/s/  Roger M. Burns


	  	
Name:

	
Roger M. Burns


	  	
Title:

	
President, CIT Asset Management

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CONFLUENT 4 LIMITED,


	  	
as a Lender


	  	  
	  	
By:Loomis, Sayles & Company, L.P.,


As Sub-Manager


	  	
By:Loomis, Sayles & Company, Incorporated,


Its General Partner


	  	  
	  	
, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Mary McCarthy


	  	
Name:

	
Mary McCarthy


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CRATOS CLO I LTD., as a Lender


	  	  
	  	
By:Cratos CDO Management, LLC,


As Attorney-in-Fact


	  	
By:JMP Credit Advisors LLC,


Its Manager


	  	  
	  	  	  
	  	  	  
	  	
By:

	
/s/  Ronald Banks


	  	
Name:

	
Ronald Banks


	  	
Title:

	
Managing Director

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CREDOS FLOATING RATE FUND, L.P.


	  	  
	  	
By:Shenkman Capital Management, Inc.,


Its General Partner


	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard H. Weinstein


	  	
Name:

	
Richard H. Weinstein


	  	
Title:

	
Executive Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CSAM FUNDING I


	  	
[___________________________], as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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CSAM FUNDING II


	  	
[___________________________], as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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EMPLOYERS INSURANCE COMPANY


OF WAUSAU, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Robert Howard


	  	
Name:

	
Robert Howard


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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FIRST TRUST / FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II


	  	
as a Lender


	  	  
	  	
By:Four Corners Capital Management, LLC,


As Sub-Adviser


	  	  	  
	  	  	  
	  	
By:

	
/s/  John Heitkemper


	  	
Name:

	
John Heitkemper


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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FOUR CORNERS CLO III, LTD.


	  	
as a Lender


	  	  
	  	
By:Macquarie Funds Group


FKA Four Corners Management, LLC,


As Collateral manager


	  	  	  
	  	  	  
	  	
By:

	
/s/  John Heitkemper


	  	
Name:

	
John Heitkemper


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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FRANKLIN FLOATING RATE DAILY ACCESS FUND, as a Lender


	  	  
	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard Hsu


	  	
Name:

	
Richard Hsu


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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FRANKLIN FLOATING RATE MASTER SERIES, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard Hsu


	  	
Name:

	
Richard Hsu


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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FRANKLIN TEMPLETON SERIES II FUNDS


FRANKLIN FLOATING RATE II FUND, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard Hsu


	  	
Name:

	
Richard Hsu


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Jeffrey Skinner


	  	
Name:

	
Jeffrey Skinner


	  	
Title:

	
Duly Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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GMAM GROUP PENSION TRUST I


	  	
By:State Street Bank & Trust Company


as Trustee


For GMAM Group Pension Trust I


	  	  	  
	  	  	  
	  	
By:

	
/s/  Timothy Weston


	  	
Name:

	
Timothy Weston


	  	
Title:

	
Officer

















Amendment No. 3


L-1 Identity Solutions Operating Company


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GOLDEN EAGLE INSURANCE CORPORATION, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Robert Howard


	  	
Name:

	
Robert Howard


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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GOLDMAN SACHS ASSET MANAGEMENT CLO, PUBLIC LIMITED COMPANY


	  	
By:Goldman Sachs Assets manager, L.P.,


as Manager, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Casey Lankeman


	  	
Name:

	
Casey Lankeman


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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GOLDMAN SACHS SPECIALTY LENDING


CLO-I, LTD,


	  	
as a Lender


	  	
By:Goldman Sachs Specialty Lending


Group, L.P., attorney-in-fact


	  	  	  
	  	  	  
	  	
By:

	
/s/  Steven S. Pluss


	  	
Name:

	
Steven S. Pluss


	  	
Title:

	
Senior Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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GULF STREAM-COMPASS CLO 2002-I, LTD


	  	
By:Gulf Stream Asset Management LLC,


as Collateral Manager


	  	  
	  	
GULF STREAM-COMPASS CLO 2003-I, LTD


	  	
By:Gulf Stream Asset Management LLC,


as Collateral Manager


	  	  
	  	
GULF STREAM-COMPASS CLO 2004-I, LTD


	  	
By:Gulf Stream Asset Management LLC,


as Collateral Manager


	  	  
	  	
GULF STREAM-COMPASS CLO 2005-II, LTD


	  	
By:Gulf Stream Asset Management LLC,


as Collateral Manager


	  	  
	  	
GULF STREAM-SEXTANT CLO 2007-I, LTD


	  	
By:Gulf Stream Asset Management LLC,


as Collateral Manager


	  	  
	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Barry K. Love


	  	
Name:

	
Barry K. Love


	  	
Title:

	
Chief Credit Officer

















Amendment No. 3


L-1 Identity Solutions Operating Company


Signature Pages









  





  











  














	  	
HOUSTON POLICE OFFICERS


PENSION SYSTEM


	  	
By:Shenkman Capital Management, Inc.,


as Investment Advisor


	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard H. Weinstein


	  	
Name:

	
Richard H. Weinstein


	  	
Title:

	
Executive Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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LAFAYETTE SQUARE CDO LTD.,


	  	
By:Blackstone Debt Advisors L.P.,


as Collateral Manager, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Daniel H. Smith


	  	
Name:

	
Daniel H. Smith


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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LFSIGXG LLC, as a Lender


	  	
By:Highbridge Principal Strategies LLC,


its Sub-Investment Manager,


	  	  	  
	  	  	  
	  	
By:

	
/s/  Jamie Donsky


	  	
Name:

	
Jamie Donsky


	  	
Title:

	
Director of Loan Operations

















Amendment No. 3


L-1 Identity Solutions Operating Company


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LIBERTY INSURANCE CORPORATION, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Robert Howard


	  	
Name:

	
Robert Howard


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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LIBERTY MUTUAL FIRE INSURANCE COMPANY, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Robert Howard


	  	
Name:

	
Robert Howard


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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LIBERTY MUTUAL INSURANCE COMPANY, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Robert Howard


	  	
Name:

	
Robert Howard


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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LOOMIS SAYLES CLO I, LTD.


As Lender


	  	
By:Loomis, Sayles & Company, L.P.,


Its Collateral Manager


	  	
By:Loomis, Sayles & Company, Incorporated,


Its General Partner


	  	  	  
	  	  	  
	  	
, as a Lender


	  	  
	  	
By:

	
/s/  Mary McCarthy


	  	
Name:

	
Mary McCarthy


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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LOOMIS SAYLES


LEVERAGED SENIOR LOAN FUND LTD.,


As Lender


	  	
By:Loomis, Sayles & Company, L.P.,


Its Investment Manager


	  	
By:Loomis, Sayles & Company, Incorporated,


Its General Partner


	  	  	  
	  	  	  
	  	
, as a Lender


	  	  
	  	
By:

	
/s/  Mary McCarthy


	  	
Name:

	
Mary McCarthy


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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LOOMIS SAYLES


SENIOR LOAN FUND, LLC


As Lender


	  	
By:Loomis, Sayles & Company, L.P.,


Its Managing Member


	  	
By:Loomis, Sayles & Company, Incorporated,


Its General Partner


	  	  	  
	  	  	  
	  	
, as a Lender


	  	  
	  	
By:

	
/s/  Mary McCarthy


	  	
Name:

	
Mary McCarthy


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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MADISON PARK FUNDING I, LTD., as a Lender


	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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MADISON PARK FUNDING II, LTD.,


	  	
By:Credit Suisse Alternative Capital, Inc.,


as Collateral Manager, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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MADISON PARK FUNDING III, LTD.,


	  	
By:Credit Suisse Alternative Capital, Inc.,


as Collateral Manager, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Thomas Flannery


	  	
Name:

	
Thomas Flannery


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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NATIXIS LOOMIS SAYLES


SENIOR LOAN FUND


As Lender


	  	
By:Loomis, Sayles & Company, L.P.,


Its Investment Manager


	  	
By:Loomis, Sayles & Company, Incorporated,


Its General Partner


	  	  	  
	  	  	  
	  	
, as a Lender


	  	  
	  	
By:

	
/s/  Mary McCarthy


	  	
Name:

	
Mary McCarthy


	  	
Title:

	
Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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Old Westbury Global Opportunities Fund


 


	  	
By:Shenkman Capital Management, Inc.,


as Investment Manager


	  	  	  
	  	  	  
	  	
By:

	
/s/ Richard H. Weinstein


	  	
Name:

	
Richard H. Weinstein


	  	
Title:

	
Executive Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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PIONEER STRATEGIC INCOME VCT PORTFOLIO,


	  	  
	  	
PIONEER FLOATING RATE FUND,


	  	  
	  	
PIONEER INSTITUTIONAL SOLUTIONS – CREDIT OPPORTUNITIES,


	  	  
	  	
PIONEER STRATEGIC INCOME FUND,


	  	  
	  	
MET INVESTORS SERIES TRUST – PIONEER STRATEGIC INCOME PORTFOLIO,


	  	  
	  	
Each  as a Lender


	  	  
	  	
By:Pioneer Investment Management, Inc.,


as Investment Advisor to each Lender above


	  	  	  
	  	  	  
	  	
By:

	
/s/  Margaret C. Bagley


	  	
Name:

	
Margaret C. Bagley


	  	
Title:

	
Secretary and Associate General Counsel


	  	  	  
	  	  	  
	  	
STICHTING PESIOENFONDS MEDISCHE SPECIALISTEN,


	  	  
	  	
STICHTING PENSIOENFONDS VOOR HUISARTSEN,


	  	  
	  	
Each  as a Lender


	  	  
	  	
By:Pioneer Institutional Asset Management, Inc.,


as Investment Advisor to each Lender above


	  	  	  
	  	  	  
	  	
By:

	
/s/  Margaret C. Bagley


	  	
Name:

	
Margaret C. Bagley


	  	
Title:

	
Secretary and Associate General Counsel

















Amendment No. 3


L-1 Identity Solutions Operating Company


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PPM MONARCH BAY FUNDING LLC, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Stacy Lai


	  	
Name:

	
Stacy Lai


	  	
Title:

	
Assistant Vice President






















Amendment No. 3


L-1 Identity Solutions Operating Company


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Primus High Yield Bond Fund, L.P.


 


	  	
By:Shenkman Capital Management, Inc.,


as Investment Manager


	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard H. Weinstein


	  	
Name:

	
Richard H. Weinstein


	  	
Title:

	
Executive Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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PROASSURANCE CASUALTY COMPANY,


	  	
as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/


	  	
Name:

	  
	  	
Title:

	
CEO Director SVP OIM


for ProAssurance Casualty Co.

















Amendment No. 3


L-1 Identity Solutions Operating Company


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Rogers Casey Target Solutions, LLC


 


	  	
By:Shenkman Capital Management, Inc.,


as Investment Manager


	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard H. Weinstein


	  	
Name:

	
Richard H. Weinstein


	  	
Title:

	
Executive Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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ROYAL BANK OF CANADA, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  James F. Disher


	  	
Name:

	
James F. Disher


	  	
Title:

	
Authorized Signatory

















Amendment No. 3


L-1 Identity Solutions Operating Company


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SERIES 2006-I, LTD, as a Lender


	  	  
	  	
By:PPM America, Inc.,


as Collateral Manager


	  	  	  
	  	  	  
	  	
By:

	
/s/  David C. Wagner


	  	
Name:

	
David C. Wagner


	  	
Title:

	
Managing Director

















Amendment No. 3


L-1 Identity Solutions Operating Company


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SOCIETE GENERALE, as a Lender


	  	  
	  	  	  
	  	  	  
	  	
By:

	
/s/  Eric Siebert


	  	
Name:

	
Eric Siebert


	  	
Title:

	
Managing Director

















Amendment No. 3


L-1 Identity Solutions Operating Company


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STANFIELD CARRERA CLO, LTD., as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Linda Pace


	  	
Name:

	
Linda Pace


	  	
Title:

	
Managing Director

















Amendment No. 3


L-1 Identity Solutions Operating Company


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Tavitian Foundation, Inc.


 


	  	
By:Shenkman Capital Management, Inc.,


as Investment Manager


	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard H. Weinstein


	  	
Name:

	
Richard H. Weinstein


	  	
Title:

	
Executive Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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TD BANK, NA, as a Lender


	  	  	  
	  	  	  
	  	
By:

	
/s/  Maria Willner


	  	
Name:

	
Maria Willner


	  	
Title:

	
Senior Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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Trustees Of The University Of Pennsylvania


 


	  	
By:Shenkman Capital Management, Inc.,


as Investment Manager


	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard H. Weinstein


	  	
Name:

	
Richard H. Weinstein


	  	
Title:

	
Executive Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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Trustmark Insurance Company


 


	  	
By:Shenkman Capital Management, Inc.,


as Investment Advisor


	  	  	  
	  	  	  
	  	
By:

	
/s/  Richard H. Weinstein


	  	
Name:

	
Richard H. Weinstein


	  	
Title:

	
Executive Vice President

















Amendment No. 3


L-1 Identity Solutions Operating Company


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WELLS FARGO BANK, N.A., as a Lender


	  	
(successor-by-merger to


Wachovia Bank, National Association)


	  	  	  
	  	  	  
	  	
By:

	
/s/  Robert G. McGill Jr.


	  	
Name:

	
Robert G. McGill Jr.


	  	
Title:

	
Director






















Amendment No. 3


L-1 Identity Solutions Operating Company


Signature Pages