exv10w1






Exhibit 10.1




Dated as of June 1, 2009




TLC Vision (USA) Corporation

16305 Swingley Ridge Road, Suite 300

Chesterfield, MO 63017

Attention: Michael Gries




Re: Consent and Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement




Ladies and Gentlemen:




     We refer to the Limited Waiver and Amendment No. 2 to Credit Agreement, dated as of March 31,
2009, among TLC Vision (USA) Corporation (the “Borrower”), TLC Vision Corporation
(“Parent”), as Guarantor, CIT Healthcare LLC, as Issuing Bank, Collateral Agent and
Administrative Agent, and the Required Lenders party thereto (as amended, “the Limited
Waiver”). Capitalized terms used but not defined in this Consent and Amendment No. 2 to
Limited Waiver and Amendment No. 2 to Credit Agreement (this “Amendment No. 2 to Limited
Waiver”) have the same meanings herein as in the Limited Waiver.



     The Loan Parties have requested that the Required Lenders grant an extension with respect to
the Waiver Period (as defined in the Limited Waiver). Accordingly, the Loan Parties hereby agree
with the undersigned Required Lenders as follows:



     SECTION 1. Amendment of Limited Waiver . Section 1(c) of the Limited Waiver is hereby
amended by amending and restating in its entirety the definition of “Waiver Period” as follows:




     “Waiver Period” means the period commencing on the Amendment
No. 2 Effective Date and ending on the earlier to occur of (A) 5 p.m. (New York
time) June 5, 2009 and (B) the occurrence of any Default or Event of Default (other
than a Specified Default).



     SECTION 2. Consent. The Required Lenders hereby consent to and waive (a) the Event of
Default under Section 6.01(c) of the Credit Agreement due to the Parent executing the financing
agreements dated as of May 29, 2009 with First Insurance Funding Corp.; provided that neither of
such financial agreements shall be amended or waived without the prior written consent of the
Required Lenders, and (b) the Event of Default under Section 6.01(c) of the Credit Agreement due to
the dissolution of TLC The London Laser Center Inc. on June 30, 2008.



     SECTION 3. Acknowledgments and Agreements of the Loan Parties. Each of the Loan
Parties hereby irrevocably and unconditionally agrees, acknowledges and affirms to the Agents, the
Issuing Bank and the Lenders that except for the amendments to the Limited Waiver set forth in
Section 1 hereof and the consent and waiver set forth in Section 2
hereof, this



 









 







Amendment No. 2 to Limited Waiver shall not, by implication or otherwise, limit, impair,
constitute a waiver of or otherwise affect any rights or remedies of the Agents, the Issuing Bank
or the Lenders under any of the Loan Documents, nor alter, modify, amend or in any way affect any
of the rights, remedies, obligations or any covenants of the Loan Parties contained in any of the
other Loan Documents, all of which are ratified and confirmed in all respects and shall continue in
full force and effect.



     SECTION 4. Representations and Warranties. Each of the Loan Parties hereby represents
and warrants to the Agents, the Issuing Bank and the Lenders that:




     (a) Due Execution and Authorization; Legal, Valid and Binding Obligation. This
Amendment No. 2 to Limited Waiver has been duly executed and delivered by each Loan Party.
The execution and delivery by each Loan Party of this Amendment No. 2 to Limited Waiver is
within such Loan Party’s powers and has been duly authorized by all necessary action on its
part. This Amendment No. 2 to Limited Waiver constitutes the legal, valid and binding
obligations of each Loan Party, enforceable against such Loan Party in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.




     (b) No Conflicts. The execution, delivery and performance by each Loan Party
of this Amendment No. 2 to Limited Waiver, are within such Loan Party’s corporate, limited
liability company, limited liability partnership or limited partnership (as applicable)
powers, have been duly authorized by all necessary corporate, limited liability company,
limited liability partnership or limited partnership (as applicable) action, and do not (i)
contravene such Loan Party’s charter, bylaws, limited liability company agreement,
partnership agreement or other constituent documents, (ii) violate any law, rule regulation,
order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or
result in the breach of, or constitute a default or require any payment to be made under,
any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument
binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties
or (iv) except for the Liens created under the Loan Documents, result in or require the
creation or imposition of any Lien upon or with respect to any of the properties of any Loan
Party or any of its Subsidiaries.




     (c) Representations. After giving effect to this Amendment No. 2 to Limited
Waiver each of the representations and warranties made by any Loan Party contained in the
Loan Documents is true and correct in all material respects as of the date hereof, except to
the extent such representations and warranties expressly relate to an earlier date.




     (d) Ratification of Obligations.




     (i) There are no understandings or agreements relating to the Obligations other
than the Loan Documents.



2









 






     (ii) Neither the Lenders, any Agent, nor the Issuing Bank are in default under
any of the Loan Documents or otherwise have breached any obligations to the Loan
Parties.




     (iii) There are no offsets, counterclaims or defenses to the Obligations or to
the rights, remedies or powers of the Administrative Agent, the Collateral Agent,
the Issuing Bank, or any Lender in respect of any of the Obligations or any of the
Loan Documents, and the Loan Parties agree not to interpose (and each does hereby
waive and release) any such defense, set-off or counterclaim in any action brought
by the Administrative Agent, the Collateral Agent, the Issuing Bank or any of the
Lenders with respect thereto.




     (e) No Defaults. No Default or Event of Default exists on the date hereof,
other than the Specified Defaults.



     SECTION 5. Conditions to Effectiveness. This Amendment No. 2 to Limited Waiver shall
become effective if, and only if, on or before June 3, 2009, each of the following conditions
precedent shall have been satisfied:




     (a) Execution and Delivery of Documents. The Administrative Agent and counsel to the
Required Lenders shall have received (i) duly executed counterparts of this Amendment No. 2
to Limited Waiver which, when taken together, bear the authorized signatures of each of the
Borrower, the Parent and the Required Lenders, required for this Amendment No. 2 to Limited
Waiver to become effective and (ii) duly executed counterparts of the Consent, in the form
of Annex A hereto, which when taken together, bear the authorized signatures of each of the
Loan Parties.




     (b) Obligations. The Borrower shall have paid in full all principal, interest
and any other Obligations due and payable on or prior to the date hereof (including, without
limitation, interest in an aggregate amount of $275,383.34 due and payable on June 1, 2009).




     (c) Closing Certificate. The Administrative Agent and counsel to the
Required Lenders shall have received a certificate, dated as of the date hereof, signed by
the Chief Financial Officer of the Borrower, to the effect that (i) each of the
representations and warranties of the Loan Parties contained in Section 4 hereof are true
and correct as of the date hereof, and (ii) all conditions to the effectiveness of this
Amendment No. 2 to Limited Waiver set forth in this Section 5 have been satisfied in all
respects.




     (d) Incumbency Certificate. The Administrative Agent and counsel to
the Required Lenders shall have received incumbency certificates, dated as of the date
hereof, signed respectively by a duly authorized officer of each of the Loan Parties, and
giving the name and bearing a specimen signature of each individual who shall be authorized
(x) to sign, in the name and on behalf of such Person this Amendment No. 2 to Limited
Waiver, and (y) to give notices and to take other action on behalf of such Person under this
Amendment No. 2 to Limited Waiver and the Loan Documents. Such certified



3









 







copies or certificate shall be in form and substance reasonably satisfactory to the
Required Lenders.



     SECTION 6. Release. In consideration of the foregoing, each of the Loan Parties and
its successors and assigns (collectively, the “Releasors”), as applicable, release and forever
discharge the Agents, the Issuing Bank, and each Lender that executes this Amendment No. 2 to
Limited Waiver and their respective affiliates, officers, directors, employees, agents, attorneys,
predecessors, successors and assigns, both present and former (collectively, together with the
Agents, the Issuing Bank and each Lender, the “Bank Affiliates”), of and from any and all manner of
action and actions, causes of action, suits, debts, controversies, damages, judgments, executions,
claims and demands whatsoever, asserted or unasserted, in law or in equity, relating to or arising
out of any Loan Document, against any of the Bank Affiliates which any Releasor ever had or now has
on the date hereof, upon or by reason of any manner, cause, causes or thing whatsoever, whether
presently existing, suspected, known, unknown, contemplated or anticipated.



     SECTION 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 8. RESERVATION OF RIGHTS. Each of the Agents, the Issuing Bank and the Lenders
hereby expressly reserves all of its rights and remedies (whether direct or indirect) against (a)
each of James C. Wachtman, Steven P. Rasche, Larry Hohl and Brian L. Andrew and (b) the Loan
Parties with respect to all severance agreements between any Loan Party and James C. Wachtman,
Steven P. Rasche, Larry Hohl and Brian L. Andrew respectively.



     SECTION 9. Miscellaneous. This Amendment No. 2 to Limited Waiver constitutes the
entire agreement of the parties with respect to the subject matter hereof and supersedes any prior
understandings or agreements which may have existed with respect thereto. Except as expressly
provided herein, this Amendment No. 2 to Limited Waiver shall not, by implication or otherwise,
limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Agents or
the Lender Parties under the Credit Agreement or the other Loan Documents, nor alter, modify, amend
or in any way affect any of the obligations or covenants contained in the Credit Agreement or any
of the other Loan Documents, all of which are ratified and confirmed in all respects and shall
continue in full force and effect. To the extent there is any inconsistency between the terms and
provisions of any Loan Document and the terms and provisions of this Amendment No. 2 to Limited
Waiver, the terms and provisions of this Amendment No. 2 to Limited Waiver shall govern. The
headings used in this Amendment No. 2 to Limited Waiver are for convenience of reference only and
shall not in any way be deemed to limit, define or describe the scope and intent of this Amendment
No. 2 to Limited Waiver or any provision hereof. This Amendment No. 2 to Limited Waiver shall be
binding upon and inure to the benefit of each of the Lenders, the Agents and the Issuing Bank and
each of the Loan Parties, and to each of their respective successors and assigns. This Amendment
No. 2 to Limited Waiver may not be modified or amended except by a written instrument executed by
the party to be charged. Execution and delivery of this Amendment No. 2 to Limited Waiver by
facsimile transmission or other electronic means shall constitute execution and delivery of this
Amendment No. 2 to Limited Waiver for all purposes, with the same force and effect as execution and
delivery of an



4









 







original manually signed copy hereof. This Amendment No. 2 to Limited Waiver may be executed
in any number of counterparts by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute
one and same agreement.



[Remainder of this page intentionally left blank]




5









 




     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Limited Waiver to
be duly executed by their duly authorized officers, all as of the date first above written.


	 	 	 	 	 
	 	Very truly yours,



TLC VISION (USA) CORPORATION, as
Borrower
 	 
	 	By:  	/s/ James Tiffany 	 
	 	 	Name:  	James Tiffany 	 
	 	 	Title:  	President and Chief Operating Officer 	 
	 
	 	TLC VISION CORPORATION, as Parent and
Guarantor
 	 
	 	By:  	/s/ James Tiffany 	 
	 	 	Name:  	James Tiffany 	 
	 	 	Title:  	President and Chief Operating Officer 	 
	 











 





Annex A




CONSENT




Dated as of June 1, 2009




     We, the undersigned, as (a) Guarantors under the Guaranty and (b) Grantors under the Security
Agreements and the Intellectual Property Security Agreement (each as defined in the Amended and
Restated Credit Agreement, dated as of June 21, 2007 (as amended, “the Credit Agreement”)),
hereby consent to the foregoing Amendment No. 2 to Limited Waiver dated as of the date hereof, and
hereby confirm and agree that notwithstanding the effectiveness of such Amendment No. 2 to Limited
Waiver, each of the Guaranty, the Security Agreements and the Intellectual Property Security
Agreement is, and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects. Capitalized terms used but not defined in this Consent have the same
meanings herein as in the Credit Agreement.



	 	 	 	 	 
	 	GUARANTORS



TLC VISION CORPORATION

 	 
	 	By:  	/s/ James Tiffany
 	 
	 	 	Name:  	James Tiffany 	 
	 	 	Title:  	President and Chief Operating Officer 	 
	 




 









 





AMERICAN EYE INSTRUMENTS, INC.

LASER EYE SURGERY, INC.

LASER VISION CENTERS, INC.

LVCI CALIFORNIA, LLC

      By: Laser Vision Centers, Inc., its Member

SIGHTPATH MEDICAL INC.

OR PARTNERS, INC.

O.R. PROVIDERS, INC.

SOUTHEAST MEDICAL, INC.

SOUTHERN OPHTHALMICS, INC.

TLC CAPITAL CORPORATION

TLC FLORIDA EYE LASER CENTER, LLC

               By: TLC THE LASER CENTER (INSTITUTE) INC., ITS MEMBER

TLC LASER EYE CENTERS (ATAC), LLC

TLC LASER EYE CENTERS (REFRACTIVE I) INC.

TLC MANAGEMENT SERVICES, INC.

TLC MIDWEST EYE LASER CENTER, INC.

TLC THE LASER CENTER (ANNAPOLIS) INC.

TLC THE LASER CENTER (BALTIMORE MANAGEMENT) LLC

TLC THE LASER CENTER (BALTIMORE) INC.

TLC THE LASER CENTER (BOCA RATON) LIMITED

               PARTNERSHIP

               By: (NORTHEAST) INC., ITS GENERAL PARTNER

TLC THE LASER CENTER (CAROLINA) INC.

TLC THE LASER CENTER (CONNECTICUT) L.L.C.

               By: TLC THE LASER CENTER (NORTHEAST) INC., ITS SOLE MEMBER

TLC THE LASER CENTER (INSTITUTE) INC.

TLC THE LASER CENTER (NORTHEAST) INC.

TLC VC,LLC

TLC VISION SOURCE, INC.

TLC WHITTEN LASER EYE ASSOCIATES, LLC

               By: TLC THE LASER CENTER (NORTHEAST) INC., ITS MEMBER

TRUVISION, INC.

TRUVISION CONTACTS, INC.

TRUVISION PROVIDER ONLINE SERVICES, INC.

VALLEY LASER EYE CENTER, LLC

By: LASER VISION CENTERS, INC., ITS SOLE MEMBER




	 	 	 	 	 
	 	 	 
	By:  	                   /s/ James Tiffany
 	 
	 	 	Name:  	James Tiffany 	 
	 	 	Title:  	President and Chief Operating Officer 	 
	 




 









 





	 	 	 	 	 
	TLC THE LASER CENTER (MONCTON) INC.

RHEO CLINIC INC.

VISION CORPORATION

 	 
	By:  	/s/ James Tiffany
 	 
	 	 	Name:  	James Tiffany 	 
	 	 	Title:  	President and Chief Operating Officer 	 
	 




 









 





Brentwood CLO LTD.

By: Highland Capital Management, L.P.

As Collateral Manager

By: Strand Advisors, Inc.,

Its General Partner




Agreed to and Accepted By:




[Each Lender to provide a signature page]




	 	 	 	 	 
	By:

	 	/s/ Michael Colvin
	 	 
	 

	 	 	 	 
	 

	 	Name: Michael Colvin, Secretary	 	 
	 

	 	Title: Strand Advisors, Inc., General Partner of
Highland           Capital Management, L.P	 	 






[Signature
Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]





 









 








Loan Funding IV LLC

By. Highland Capital Management, L.P., As Collateral Manager

By: Strand Advisors, Inc., Its General Partner




Agreed to and Accepted By:




[Each Lender to provide a signature page]




	 	 	 	 	 
	By:

	 	/s/ Michael Colvin
	 	 
	 

	 	 	 	 
	 

	 	Name: Michael Colvin, Secretary	 	 
	 

	 	Title: Strand Advisors, Inc., General Partner
of Highland           Capital Management, L.P	 	 






[Signature
Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 





Agreed to and Accepted By:




[Emerald Orchard Limited]




	 	 	 	 	 
	By:

	 	/s/ ARLENE ARELLANO
	 	 
	 

	 	 	 	 
	 

	 	Name: ARLENE ARELLANO	 	 
	 

	 	Title: AUTHORIZED SIGNATORY	 	 






[Signature
Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]





 









 








Agreed to and Accepted By:




[Each Lender to provide a signature page]




Greenbriar
CLO, Ltd.

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

By: Strand Advisors, Inc.

Its General Partner




	 	 	 	 	 
	By:

	 	/s/ Michael Colvin
	 	 
	 

	 	 	 	 
	 

	 	Name: Michael Colvin, Secretary	 	 
	 

	 	Title: Strand Advisors, Inc., General Partner of Highland
          Capital
Management, L.P	 	 






[Signature
Page to Amendment No. 2  to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 





Agreed to and Accepted By:




[HCSMF SCOTIA SWAP]




	 	 	 	 	 
	By:

	 	/s/ ARLENE ARELLANO
	 	 
	 

	 	 	 	 
	 

	 	Name: ARLENE ARELLANO	 	 
	 

	 	Title: AUTHORIZED SIGNATORY	 	 






[Signature
Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 





Loan Star State Trust

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

By: Strand Advisors, Inc., Its Investment Advisor




Agreed to and Accepted By:




[Each Lender to provide a signature page]




	 	 	 	 	 
	By:

	 	/s/ Michael Colvin
	 	 
	 

	 	 	 	 
	 

	 	Name: Michael Colvin, Secretary	 	 
	 

	 	Title: Strand Advisors, Inc., General Partner of
Highland Capital Management, L.P	 	 






[ Signature Page to Amendment No.2 to Limited Waiver and Amendment No.2 to Credit Agreement ]





 










 






	 	 	 
	 

	 	Longhorn Credit Funding, LLC
	 

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

	 	By: Strand Advisors, Inc.
	 

	 	Its General Partner






Agreed to and Accepted By:




[Each Lender to provide a signature page]




	 	 	 	 	 	 	 
	By:	 	/s/ Michael Colvin	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael Colvin, Secretary	 	 
	 

	 	Title:
	 	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]





 









 








	 	 	 
	 

	 	Red River CLO Ltd.
	 

	 	By: Highland Capital Management, L.P.
	 

	 	As Collateral Manager
	 

	 	By: Strand Advisors, Inc., Its General Partner






Agreed to and Accepted By:




[Each Lender to provide a signature page]




	 	 	 	 	 	 	 
	By:	 	/s/ Michael Colvin	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael Colvin, Secretary	 	 
	 

	 	Title:
	 	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]





 









 








	 	 	 
	 

	 	Rockwall CDO II Ltd.
	 

	 	By: Highland Capital Management, L.P.,
	 

	 	As Collateral Manager
	 

	 	By: Strand Advisors, Inc.,
	 

	 	Its General Partner






Agreed to and Accepted By:




[Each Lender to provide a signature page]




	 	 	 	 	 	 	 
	By:	 	/s/ Michael Colvin	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael Colvin, Secretary	 	 
	 

	 	Title:
	 	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]





 









 








	 	 	 
	 

	 	Southfork CLO, Ltd.
	 

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

	 	By: Strand Advisors, Inc., Its General Partner






Agreed to and Accepted By:




[Each Lender to provide a signature page]




	 	 	 	 	 	 	 
	By:	 	/s/ Michael Colvin	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael Colvin, Secretary	 	 
	 

	 	Title:
	 	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 







	 	 	 
	Agreed to and Accepted By:

	 	Loan Funding VII LLC
	

	 	By: Highland Capital Management, L.P., As Collateral Manager
	[Each Lender to provide a signature page]

	 	By: Strand Advisors, Inc., Its General Partner









	 	 	 	 	 	 	 
	By:	 	/s/ Michael Colvin	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Michael Colvin, Secretary	 	 
	 

	 	Title:
	 	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]





 









 








Agreed to and Accepted By:




GALE FORCE 1 CLO, LTD.

By: GSO / Blackstone Debt Funds Management LLC as

Collateral Manager




	 	 	 	 	 	 	 
	By:	 	/s/ Dean T. Criares	 	 
	 	 	 	 	 
	Name:
	 	Dean T. Criares	 	 
	Title:
	 	Authorized Signatory	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 





Agreed to and Accepted By:




GALE FORCE 3 CLO, LTD.

By: GSO / Blackstone Debt Funds Management LLC

as Collateral Manager




	 	 	 	 	 	 	 
	By:	 	/s/ Dean T. Criares	 	 
	 	 	 	 	 
	Name:
	 	Dean T. Criares	 	 
	Title:
	 	Authorized Signatory	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]





 










 







Agreed to and Accepted By:




FM LEVERAGED CAPITAL FUND II

By: GSO / Blackstone Debt Funds Management LLC as

Subadviser to FriedbergMilstein LLC




	 	 	 	 	 
	By:

	 	/s/ Dean T. Criares
	 	 
	 

	 	 	 	 
	Name:

	 	Dean T. Criares	 	 
	Title:

	 	Authorized Signatory	 	 





[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 




Agreed to and Accepted By:




MONUMENT PARK CDO LTD.

By: Blackstone Debt Advisors L.P.

as Collateral Manager




	 	 	 	 	 
	By:

	 	/s/ Dean T. Criares
 

	 	 
	Name: Dean T. Criares	 	 
	Title: Authorized Signatory	 	 





[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 






Agreed to and Accepted By:



CIFC Funding 2007-IV, Ltd.




	 	 	 	 	 
	By:

	 	/s/ Nga Tran
	 	 
	 

	 	 	 	 
	 

	 	Name: Nga Tran	 	 
	 

	 	Title: Head of Institutional Relationships	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 





Agreed to and Accepted By:




	 	 	 	 	 
	 

	 	Denali Capital LLC, managing member of
	 	 
	 

	 	DC Funding Partners LLC, Collateral Manager for	 	 
	 

	 	Spring Road CLO 2007-I, LTD., or an affiliate	 	 
	 
	 	 	 	 
	By:

	 	/s/ John P. Thacker	 	 
	 

	 	 	 	 
	 

	 	Name: John P. Thacker	 	 
	 

	 	Title: Chief Credit Officer	 	 





[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]





 









 








Agreed to and Accepted By:




Citibank, N.A.



	 	 	 	 	 
	By:

	 	/s/ Mark R. Floyd
	 	 
	 

	 	 	 	 
	 

	 	Name: Mark R. Floyd	 	 
	 

	 	Title: Vice President	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 





Agreed to and Accepted By:




National City Bank now a part of PNC




	 	 	 	 	 
	By:

	 	/s/ Josh Kuhn Ask
	 	 
	 

	 	 	 	 
	 

	 	Name: Josh Kuhn Ask	 	 
	 

	 	Title: Assistant Vice President	 	 






[Signature Page to Amendment No. 2 to Limited Waiver and Amendment No. 2 to Credit Agreement]




 









 





ACA CLO 2007-I, LTD

by its investment advisor

Apidos Capital Management, LLC




Agreed to and Accepted By;




[Each Lender to provide a signature page]




	 	 	 	 	 
	By:

	 	/s/ Vincent Ingeto
	 	 
	 

	 	 	 	 
	 

	 	Name: Vincent Ingeto	 	 
	 

	 	Title: Managing Director