AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
AMENDMENT NO. 1
TO CREDIT AND GUARANTY AGREEMENT
Amendment No. 1, dated as of May 30, 2006 (this "Amendment"), to Credit and Guaranty Agreement, dated as of June 1, 2005 (the "Agreement"), among Continental Airlines, Inc., a Delaware corporation, Continental Micronesia, Inc., a Delaware corporation, Air Micronesia, Inc., a Delaware corporation, each of the Lenders party to the Agreement, and Xxxxxxx Xxxxx Mortgage Capital Inc., a Delaware corporation, as Administrative Agent. Certain terms used herein have the defined meanings referred to in Section 1 hereof.
WHEREAS, the Credit Parties, the Majority Lenders and the Administrative Agent wish to amend the definition of "Borrowing Base" for purposes of the Agreement and modify certain other provisions of the Agreement as set forth below; and
WHEREAS, the Administrative Agent and the Lenders listed on the signature page to this Amendment confirm that such Lenders constitute the Majority Lenders.
NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. Unless otherwise defined herein, terms used herein that are defined in the Agreement have such respective defined meanings.
Section 2. Amendment. Effective as of the date hereof, the Agreement shall be amended as follows:
Section 2.1 Borrowing Base. The definition of "Borrowing Base" in Section 1.01 shall be amended by deleting clause (a) and substituting in lieu thereof the following:
(a) with respect to the Collateral other than Cash Collateral 48% (or, in the case of any Appraisal Report delivered after May 15, 2006 and before September 30, 2006, 52.5%) of the Current Market Value of the CAL Collateral and the CMI Business, as reflected in the Appraisal Report(s) with respect thereto then most recently delivered to the Administrative Agent; and
Section 2.2 Appraisal Reports. Section 5.11(b) shall be amended by inserting the following after the first sentence thereof:
If the Borrowing Base (without giving effect to the parenthetical phrase in clause (a) of the definition of such term) determined as of October 2, 2006, utilizing the Current Market Values set forth in the Appraisal Report(s) most recently delivered to the Administrative Agent pursuant to Section 5.11(a), is less than the outstanding principal amount of the Loans on October 2, 2006, one or more of the Credit Parties shall, within one (1) Business Day thereafter, take one or more Remedial Actions such that, after giving effect to such Remedial Actions, the Borrowing Base (without giving effect to the parenthetical phrase in clause (a) of the definition of such term) is not less than the outstanding principal amount of the Loans after the Credit Parties have completed such Remedial Actions.
Section 3. Instruction. The Lenders listed on the signature page of this Amendment hereby consent to the execution and delivery of this Amendment by the Administrative Agent.
Section 4. Construction. All references in the Agreement to the "Agreement" shall be deemed to refer to the Agreement as amended by this Amendment, and the parties hereto confirm their respective obligations thereunder. Except as otherwise specified in this Amendment, the Agreement is hereby ratified by the parties hereto and shall remain in all respects unchanged and in full force and effect.
Section 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
Section 6. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
[Remainder of this page is blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, as of the date and year first above written.
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President-Finance
CONTINENTAL MICRONESIA, INC.
By /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman of the Board
AIR MICRONESIA, INC.
By /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman of the Board
XXXXXXX XXXXX CREDIT PRODUCTS, LLC
By /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
XXXXXXX XXXXX MORTGAGE
CAPITAL INC.
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
GALAXY CLO 2003-1, LTD.
By: AIG GLOBAL INVESTMENT CORP, INC., its Collateral Manager
By /s/ W. Xxxxxxx Xxxxxx
Name: W. Xxxxxxx Xxxxxx
Title: Managing Director
GALAXY III CLO, LTD.
By: AIG GLOBAL INVESTMENT CORP., its Collateral Manager
By /s/ W. Xxxxxxx Xxxxxx
Name: W. Xxxxxxx Xxxxxx
Title: Managing Director
GALAXY IV CLO, LTD
By: AIG GLOBAL INVESTMENT CORP., its Collateral Manager
By /s/ W. Xxxxxxx Xxxxxx
Name: W. Xxxxxxx Xxxxxx
Title: Managing Director
GALAXY V CLO, LTD
By: AIG GLOBAL INVESTMENT CORP. its Collateral Manager
By /s/ W. Xxxxxxx Xxxxxx
Name: W. Xxxxxxx Xxxxxx
Title: Managing Director
SEMINOLE FUNDING LLC
By /s/ Xxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
RED FOX FUNDING LLC
By /s/ Xxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
BOLDWATER CAPITAL PARTNERS MASTER FUND LP
By: Boldwater Capital Management LP, Its Investment Manager
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Managing Partner
CANPARTNERS INVESTMENT IV, LLC
By: Canpartners Investments IV, LLC,
a California limited liability company
By /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Managing Director
CANYON CAPITAL CDO 2002-1 LTD.
By: Canyon Capital Advisors LLC,
a Delaware limited liability company,
its Collateral Manager.
By /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
CANYON CAPITAL CDO 2004-LTD.
By: Canyon Capital Advisors LLC,
a Delaware limited liability company,
its Collateral Manager
By /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Authorized Signatory
LISPENARD STREET CREDIT (MASTER), LTD.
By: XxXxxx Xxxxx Capital LLC,
As Investment Manager
By /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXX STREET CLO 1, LTD.
By: XxXxxx Xxxxx Capital LLC,
As Collateral Manager
By /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Managing Director
XXX STREET MARKET VALUE CLO I LTD.
By: XxXxxx Xxxxx Capital LLC,
As Manager
By /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
JASPER CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
GLENEAGLES CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
SOUTHFORK CLO, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
LOAN FUNDING IV, LLC
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
LOAN FUNDING VII, LLC
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
HIGHLAND LOAN FUNDING V, LTD.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
RESTORATION FUNDING CLO, LTD
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc., Its General Partner
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.
HIGHLAND FLOATING RATE
By /s/ M. Xxxxx Xxxxxxxxx
Name: M. Xxxxx Xxxxxxxxx
Title: Treasurer
HIGHLAND FLOATING RATE ADVANTAGE FUND
By /s/ M. Xxxxx Xxxxxxxxx
Name: M. Xxxxx Xxxxxxxxx
Title: Treasurer
FIRST TRUST/HIGHLAND CAPITAL FLOATING RATE INCOME FUND II
By /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Executive Vice President
KKR FINANCIAL CORP.
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Signatory
STK CBNA LOAN FUNDING LLC
By /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Attorney-In-Fact
TRS XXXXX LLC
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
GRAND CENTRAL ASSET TRUST, STK SERIES
By /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Attorney-In-Fact
UBS AG, STAMFORD BRANCH
By /s/ Xxxxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Associate Director
Banking Products Services, US
By /s/ Xxxxxx Oh
Name: Xxxxxx Oh
Title: Associate Director
Banking Products Services, US
