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Livingston International Inc. Announces Receipt Of Requisite Consents Regarding Its Tender Offer And Consent Solicitation For Notes

TORONTO, March 19, 2013 /CNW/ - Livingston International Inc. (" Livingston") announced today the expiration of the early participation period for the tender offer for its $135,000,000 principal amount of 10.125% Senior Unsecured Notes due in 2015 (the " Notes") and the solicitation of consents to certain proposed amendments to the indenture governing the Notes.  As of 5:00 p.m., Toronto time, March 19, 2013, which was the early participation deadline and expiration of the consent solicitation, Livingston had received consents to the proposed amendments from holders of approximately 97.5% of the aggregate principal amount of the outstanding Notes (as reported by the depositary).  Accordingly, Livingston has received the requisite consents of at least a majority of the principal amount of the Notes to adopt the proposed amendments to the indenture.  The proposed amendments, which will eliminate or modify substantially all of the restrictive covenants, certain of the event of default provisions and certain other provisions in the indenture, are described in more detail in the Offer to Purchase and Consent Solicitation Statement dated March 5, 2013 and the related Consent and Letter of Transmittal (collectively, the " Offer Documents").  Capitalized terms used but not otherwise defined in this release have the respective meanings ascribed to them in the Offer Documents.

Following receipt of the consents described above, Livingston, certain of its subsidiaries and Computershare Trust Company of Canada, as trustee, executed a supplemental indenture to the indenture governing the Notes providing for the proposed amendments to the indenture.  Accordingly, the supplemental indenture condition to the tender offer has been satisfied.  These amendments will not become operative until the date that Livingston accepts for purchase and pays for the Notes that are validly tendered in the tender offer.

The obligation of Livingston to accept for payment and purchase the Notes in the tender offer remains conditioned on, among other things, the consummation by Livingston of new credit facilities in a principal amount and on terms and conditions satisfactory to Livingston, in its sole discretion, as described in more detail in the Offer Documents.  If any of the tender offer conditions are not satisfied or waived, Livingston will not be obligated to accept for payment any Notes tendered pursuant to the tender offer or may terminate the tender offer.

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