exv10w2






EXHIBIT 10.2




EIGHTH FORBEARANCE AGREEMENT




     This EIGHTH FORBEARANCE AGREEMENT, dated as of February 12, 2010 (this “Agreement”),
is entered into by and among American HomePatient, Inc., a Delaware corporation, American
HomePatient, Inc., a Tennessee corporation, Designated Companies, Inc., American HomePatient of New
York, Inc., The National Medical Rentals, Inc., American HomePatient of Texas, L.P., AHP, L.P., AHP
Home Medical Equipment Partnership of Texas, Colorado Home Medical Equipment Alliance, LLC,
Northeast Pennsylvania Alliance, LLC, Northwest Washington Alliance, LLC, AHP Home Care Alliance of
Tennessee, AHP Alliance of Columbia, AHP Knoxville Partnership, AHP Home Care Alliance of
Gainesville, AHP Home Care Alliance of Virginia (collectively, the “Makers”), NexBank, SSB
(as successor in interest to Heritage Bank, SSB, the “Agent”) and those certain entities
appearing on Schedule I attached hereto (collectively, the “Forbearing Holders”).



WITNESSETH:




     WHEREAS, the Makers have executed and delivered in favor of the Agent, on behalf of the
holders thereof, a Secured Promissory Note, dated as of July 1, 2003, in the principal amount of
$250,000,000 (such note, as may be amended, restated, supplemented, or otherwise modified from time
to time, the “Note”);



     WHEREAS, as of the date hereof, the Makers acknowledge that the Event of Default under the
Note defined herein as the “Designated Event of Default” has occurred and is continuing;



     WHEREAS, pursuant to the terms of that certain First Forbearance Agreement (as defined below)
the Forbearing Holders (as defined in the First Forbearance Agreement) agreed to forbear from
exercising remedies during the Forbearance Period (as defined in the First Forbearance Agreement);



     WHEREAS, the First Forbearance Agreement expired per its terms on September 1, 2009;



     WHEREAS, pursuant to the terms of that certain Second Forbearance Agreement (as defined below)
the Forbearing Holders (as defined in the Second Forbearance Agreement) agreed to forbear from
exercising remedies during the Forbearance Period (as defined in the Second Forbearance Agreement);



     WHEREAS, the Second Forbearance Agreement expired per its terms on October 1, 2009;



     WHEREAS, pursuant to the terms of that certain Third Forbearance Agreement (as defined below)
the Forbearing Holders (as defined in the Third Forbearance Agreement) agreed to forbear from
exercising remedies during the Forbearance Period (as defined in the Third Forbearance Agreement);



     WHEREAS, the Third Forbearance Agreement expired per its terms on November 1, 2009;



     WHEREAS, pursuant to the terms of that certain Fourth Forbearance Agreement (as defined below)
the Forbearing Holders (as defined in the Fourth Forbearance Agreement) agreed to forbear from
exercising remedies during the Forbearance Period (as defined in the Fourth Forbearance Agreement);



     WHEREAS, the Fourth Forbearance Agreement expired per its terms on December 1, 2009;



     WHEREAS, pursuant to the terms of that certain Fifth Forbearance Agreement (as defined below)
the Forbearing Holders (as defined in the Fifth Forbearance Agreement) agreed to forbear from
exercising remedies during the Forbearance Period (as defined in the Fifth Forbearance Agreement);



 









 





     WHEREAS, the Fifth Forbearance Agreement expired per its terms on December 15, 2009;



     WHEREAS, pursuant to the terms of that certain Sixth Forbearance Agreement (as defined below)
the Forbearing Holders (as defined in the Sixth Forbearance Agreement) agreed to forbear from
exercising remedies during the Forbearance Period (as defined in the Sixth Forbearance Agreement);



     WHEREAS, the Sixth Forbearance Agreement expired per its terms on January 15, 2010;



     WHEREAS, pursuant to the terms of that certain Seventh Forbearance Agreement (as defined
below) the Forbearing Holders (as defined in the Seventh Forbearance Agreement) agreed to forbear
from exercising remedies during the Forbearance Period (as defined in the Seventh Forbearance
Agreement);



     WHEREAS, the terms of the Seventh Forbearance Agreement provide that the Seventh Forbearance
Agreement shall expire on February 15, 2010; and



     WHEREAS, the Makers have requested, subject to the terms and conditions set forth herein, that
the Agent and the Forbearing Holders by execution of this Agreement agree to forbear, during the
Forbearance Period set forth in this Agreement, from exercising the rights and remedies available
to them as a direct result of the occurrence of the Designated Event of Default, and the Agent and
the Forbearing Holders have agreed to such forbearance, solely during the Forbearance Period set
forth in this Agreement and subject to the terms and conditions set forth herein;



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



     SECTION 1. Defined Terms.




     (a) As used in this Agreement, the following terms shall have the meanings set forth
below:




     (i) “Company” shall mean American HomePatient, Inc., a Delaware
corporation.




     (ii) “Designated Event of Default” shall mean the Event of Default that
arose on August 1, 2009 from the failure of the Makers to pay the outstanding
principal balance of the Note on the Maturity Date (it being understood and agreed
that any accrued and unpaid interest, including, without limitation, unpaid interest
accrued after the Maturity Date, must be paid monthly in arrears on the first
calendar day of each month and the failure to pay such interest is not a Designated
Event of Default).




     (iii) “Fifth Forbearance Agreement” shall mean that certain Fifth
Forbearance Agreement dated as of November 30, 2009.




     (iv) “First Forbearance Agreement” shall mean that certain Forbearance
Agreement dated as of July 2, 2009.




     (v) “Forbearance Period” shall mean the period (i) commencing on and
including the Agreement Effective Date (as defined below) and (ii) continuing
through and including the date that is the earlier to occur of (x) March 15,2010 and
(y) the date of occurrence of a Termination Event.



 









 






     (vi) “Fourth Forbearance Agreement” shall mean that certain Fourth
Forbearance Agreement dated as of October 30, 2009.




     (vii) “Second Forbearance Agreement” shall mean that certain Second
Forbearance Agreement dated as of August 31, 2009.




     (viii) “Seventh Forbearance Agreement” shall mean that certain Seventh
Forbearance Agreement dated as of January 14, 2010.




     (ix) “Sixth Forbearance Agreement” shall mean that certain Sixth
Forbearance Agreement dated as of December 15, 2009.




     (x) “Termination Event” shall mean the occurrence of an Event of
Default under the Note, other than the Designated Event of Default, or a default
under Section 3 of this Agreement.




     (xi) “Third Forbearance Agreement” shall mean that certain Third
Forbearance Agreement dated as of October 1, 2009.




     (b) Unless otherwise defined above or elsewhere in this Agreement, capitalized terms
used herein shall have the meanings assigned to such terms in the Note.



     SECTION 2 Forbearance; Termination; Reservation of Rights.




     (a) Upon the terms and conditions set forth in this Agreement, and so long as no
Termination Event shall have occurred, the Agent and the Forbearing Holders hereby agree to
forbear, solely for the duration of the Forbearance Period, from exercising the rights and
remedies available to them as a direct result of the occurrence of the Designated Event of
Default.




     (b) Upon the expiration of the Forbearance Period, the agreement of the Agent and the
Forbearing Holders hereunder to forbear from exercising their respective rights and remedies
during the Forbearance Period shall immediately terminate without the requirement of any
demand, presentment, protest, or notice of any kind, all of which the Makers hereby
unconditionally and irrevocably waive and all of which rights and remedies are fully
reserved by the Agent and the Forbearing Holders. Each of the Makers agrees that any or all
of the Agent or the Forbearing Holders may at any time thereafter proceed to exercise any
and all of their respective rights and remedies under the Note, any other document related
thereto and/or applicable law, including, without limitation, their respective rights and
remedies with respect to the Designated Event of Default, none of which rights or remedies
or Designated Event of Default is or shall be deemed to be waived in any respect.



     SECTION 3. Additional Agreements During Forbearance Period. The Makers hereby agree
to not make or cause to be made, without the prior written consent of a majority in interest of the
Forbearing Holders, any special payments, success payments or fees, bonuses or any similar payments
to any consultants, financial advisors, investment bankers, attorneys, accountants or other
advisors or professionals during the Forbearance Period. For the avoidance of doubt, this Section 3
shall not prohibit the payment of any regular, standard or hourly fees to any advisors to the
Company. Any default under Section 3 of this Agreement shall constitute a Termination Event under
this Agreement.



     SECTION 4. Conditions to Effectiveness. This Agreement shall become effective as of
the first date (the “Agreement Effective Date”) upon which the Agent shall have received
duly executed counterparts hereof that, when taken together, bear the authorized signatures of the
Makers, the Agent and



 









 




the Forbearing Holders. The Agent shall notify the Makers and the Forbearing Holders of the
date of the Agreement Effective Date, and such notice shall be conclusive and binding.




     SECTION 5. Representations and Warranties. The Makers hereby represent and warrant
to the Agent and each of the Forbearing Holders that:




     (a) This Agreement has been duly executed and delivered by each of the Makers and
constitutes a legal, valid and binding obligation of each of the Makers, enforceable 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) As of the Agreement Effective Date, no Event of Default (excepting the Designated
Event of Default) under the Note has occurred and is continuing.




     (c) The Makers that are signatories to this Agreement comprise all of the original
Makers (as defined in the Note) that were parties to the Note that are in existence as of
the date hereof. Any original Maker (as defined in the Note) that is not a signatory to this
Agreement is no longer in existence as of the date hereof and has been merged into a Maker
that is a signatory to this Agreement, and all of such original Maker’s assets and
liabilities have been assumed by the Maker that is a signatory to this Agreement.



     SECTION 6. No Implied Waiver. Except as expressly set forth herein, this Agreement
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of the Agent and the Forbearing Holders under the Note or any other
document related thereto, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Note or any other document
related thereto, all of which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle any Maker to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Note or any other document related thereto in similar or different
circumstances.



     SECTION 7. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCEABLE IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE.



     SECTION 8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall constitute an original but all of which, when
taken together, shall constitute a single instrument. Delivery of an executed counterpart of a
signature page to this Agreement by telecopy or other electronic transmission shall be effective as
delivery of a manually executed counterpart hereof.



     SECTION 9. Entire Agreement. This Agreement sets forth the entire understanding and
agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relative to such subject matter.



     SECTION 10. Section Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute part of this Agreement for any other
purpose.



     SECTION 11. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of each of the Makers, the Forbearing Holders, the Agent and their respective
successors and assigns; provided, that no Maker shall be entitled to delegate any of its duties
hereunder and shall not



 









 




assign any of its rights or remedies set forth in this Agreement without the prior written
consent of the Agent in its sole discretion.




     SECTION 12. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law; but if any
provision of this Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.



     SECTION 13. Tolling of Statutes of Limitations. The parties hereto agree that the
running of all statutes of limitation or doctrine of laches applicable to all claims or causes of
action that any Forbearing Holder or the Agent may be entitled to take or bring in order to enforce
its rights and remedies against any Maker shall be, to the fullest extent permitted by law, tolled
and suspended during the Forbearance Period.



[Remainder of this page intentionally left blank.]






 









 








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



	 	 	 	 	 
	 	Makers:



AMERICAN HOMEPATIENT, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Stephen L. Clanton
 	 
	 	 	Name:  	Stephen L. Clanton 	 
	 	 	Title:  	Executive Vice President & Chief Financial Officer 	 
	 
	 	AMERICAN HOMEPATIENT, INC.,

a Tennessee corporation

 	 
	 	By:  	/s/ Stephen L. Clanton
 	 
	 	 	Name:  	Stephen L. Clanton 	 
	 	 	Title:  	Executive Vice President & Chief Financial Officer 	 
	 
	 	DESIGNATED COMPANIES, INC.,

 	 
	 	By:  	/s/ Stephen L. Clanton
 	 
	 	 	Name:  	Stephen L. Clanton 	 
	 	 	Title:  	Executive Vice President & Chief Financial Officer 	 
	 
	 	AMERICAN HOMEPATIENT OF NEW YORK INC.,

 	 
	 	By:  	/s/ Stephen L. Clanton
 	 
	 	 	Name:  	Stephen L. Clanton 	 
	 	 	Title:  	Executive Vice President & Chief Financial Officer 	 
	 
	 	THE NATIONAL MEDICAL RENTALS, INC.

 	 
	 	By:  	/s/ Stephen L. Clanton
 	 
	 	 	Name:  	Stephen L. Clanton 	 
	 	 	Title:  	Executive Vice President & Chief Financial Officer 	 
	 



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	 	 	AMERICAN HOMEPATIENT OF TEXAS, L.P.,

a Texas limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	AHP, L.P.,

a Tennessee limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT, INC., 

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	AHP HOME MEDICAL EQUIPMENT 

PARTNERSHIP OF TEXAS,

a Texas general partnership,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AHP, L.P., 


a general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT, INC.,

its General Partner	 	 
	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT,

VENTURES, INC. a general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 






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	 	 	COLORADO HOME MEDICAL EQUIPMENT

ALLIANCE, LLC,

a Colorado limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT VENTURES, INC.,

its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	NORTHEAST PENNSYLVANIA ALLIANCE, LLC,

a Pennsylvania limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT VENTURES, INC.,

its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	NORTHWEST WASHINGTON ALLIANCE, LLC,

a Washington limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT VENTURES, INC.,

its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	AHP HOME CARE ALLIANCE OF TENNESSEE,

a Tennessee general partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT VENTURES, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 






Signature Page to Eighth Forbearance Agreement




 









 






	 	 	 	 	 	 	 

	 	 	AHP ALLIANCE OF COLUMBIA,

a South Carolina general partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT VENTURES, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	AHP KNOXVILLE PARTNERSHIP,

a Tennessee general partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT VENTURES, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 






Signature Page to Eighth Forbearance Agreement




 









 






	 	 	 	 	 	 	 

	 	 	AHP HOME CARE ALLIANCE OF GAINESVILLE,

a Florida general partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT VENTURES, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	AHP HOME CARE ALLIANCE OF VIRGINIA,

a Virginia general partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	AMERICAN HOMEPATIENT VENTURES, INC.,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Stephen L. Clanton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen L. Clanton	 	 
	 

	 	 	 	Title: Executive Vice President & Chief Financial Officer	 	 






Signature Page to Eighth Forbearance Agreement




 









 





	 	 	 	 	 
	 	NEXBANK, SSB,

as Agent

 	 
	 	By:  	/s/ Jeff Scott
 	 
	 	 	Name:  	Jeff Scott 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Eighth Forbearance Agreement





 









 





	 	 	 	 	 	 	 

	 	 	ABERDEEN LOAN FUNDING, LIMITED,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






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	 	 	AERIES FINANCE II, LIMITED,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	PATRIARCH PARTNERS X, LLC,

its Managing Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Signature Page to Eighth Forbearance Agreement




 









 





	 	 	 	 	 	 	 

	 	 	BRENTWOOD CLO, LIMITED,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement






 









 








	 	 	 	 	 	 	 

	 	 	EASTLAND CLO, LIMITED,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement





 









 








	 	 	 	 	 
	 	EMERALD ORCHARD LIMITED,

 	 
	 	By:  	/s/ Ifran Ahmed
 	 
	 	 	Name:  	Irfan Ahmed 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Eighth Forbearance Agreement





 









 








	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Eighth Forbearance Agreement





 









 








	 	 	 	 	 	 	 

	 	 	GLENEAGLES CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






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	 	 	GRAYSON CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement





 









 








	 	 	 	 	 	 	 

	 	 	GREENBRIAR CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






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	 	 	HIGHLAND LOAN FUNDING V, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






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	 	 	HIGHLAND RESTORATION CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND RESTORATION CAPITAL

PARTNERS GP, LLC,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






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	 	 	HIGHLAND RESTORATION CAPITAL PARTNERS

MASTER, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND RESTORATION CAPITAL

PARTNERS GP, LLC,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement






 









 








	 	 	 	 	 	 	 

	 	 	JASPER CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement






 









 








	 	 	 	 	 	 	 

	 	 	LIBERTY CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement





 









 








	 	 	 	 	 	 	 

	 	 	LOAN FUNDING IV, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement









 









 








	 	 	 	 	 	 	 

	 	 	LOAN FUNDING VII, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement




 









 





	 	 	 	 	 	 	 

	 	 	LONGHORN CREDIT FUNDING, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement






 









 








	 	 	 	 	 	 	 

	 	 	PAM CAPITAL FUNDING, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement






 









 








	 	 	 	 	 	 	 

	 	 	PAMCO CAYMAN LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement






 









 








	 	 	 	 	 	 	 

	 	 	RED RIVER CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement






 









 








	 	 	 	 	 	 	 

	 	 	ROCKWALL CDO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement




 









 





	 	 	 	 	 	 	 

	 	 	ROCKWALL CDO II, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement





 









 








	 	 	 	 	 	 	 

	 	 	SOUTHFORK CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement






 









 








	 	 	 	 	 	 	 

	 	 	STRATFORD CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post	 	 
	 

	 	 	 	Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement









 









 








	 	 	 	 	 	 	 

	 	 	WESTCHESTER CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HIGHLAND CAPITAL MANAGEMENT, L.P.,

as Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	STRAND ADVISORS, INC.,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Jason Post	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jason Post

Title: Operations Director	 	 






Signature Page to Eighth Forbearance Agreement









 









 








SCHEDULE I


Forbearing Holders




Aberdeen Loan Funding, Limited

Brentwood CLO, Limited

Eastland CLO, Limited

Emerald Orchard Limited

Gleneagles CLO, Limited

Grayson CLO, Limited

Greenbriar CLO, Limited

Highland Loan Funding V, Limited

Highland Restoration Capital Partners, L.P.

Highland Restoration Capital Partners Master, L.P.

Jasper CLO, Limited

Liberty CLO, Limited

Loan Funding IV, LLC

Loan Funding VII, LLC

Longhorn Credit Funding, LLC

Pam Capital Funding, LP

Pamco Cayman Limited

Red River CLO, Limited

Rockwall CDO, Limited

Rockwall CDO II, Limited

Southfork CLO, Limited

Stratford CLO, Limited

Westchester CLO, Limited