FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT
FOURTH AMENDMENT, dated as of March 27, 2003 (the "Amendment"), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of December 24, 2002, among UNITED AIR LINES, INC., a Delaware corporation (the "Borrower"), a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the "Parent") and all of the direct and indirect subsidiaries of the Borrower and the Parent signatory thereto (the "Subsidiaries" and together with the Parent, each a "Guarantor" and collectively the "Guarantors"), each of which Guarantors referred to in this paragraph is a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, a New York banking corporation ("JPMorgan Chase"), CITICORP USA, INC., a Delaware corporation ("CUSA"), BANK ONE, NA, a national banking corporation ("Bank One"), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation ("CIT Group"), each of the other financial institutions from time to time party hereto (together with JPMorgan Chase, CUSA, Bank One and CIT Group, the "Lenders"), JPMORGAN CHASE BANK and CUSA, as co-administrative agents (together, the "Agents") for the Lenders and JPMORGAN CHASE BANK, as paying agent (in such capacity, the "Paying Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Lenders, the Paying Agent and the Agents are parties to that certain Revolving Credit, Term Loan and Guaranty Agreement, dated as of December 24, 2002 (as heretofore amended and as the same may be further amended, modified or supplemented from time to time, the "Credit Agreement");
WHEREAS, the Borrower and the United States of America have agreed to enter into a Stipulation for Settlement of Controversy Between the Debtors and the United States of America (the "IRS Stipulation") in substantially the form attached as Exhibit 1 hereto, pursuant to which, among other things, (x) the Borrower expects to receive, upon the approval thereof by the Bankruptcy Court, a tax refund from the Internal Revenue Service (the "IRS") in the approximate amount of $365,000,000 in cash, (y) the IRS will withhold the amount of $25,000,000 against which claims of the United States against the Borrower may be offset and (z) the United States will be permitted to setoff against such amount of $25,000,000 the amount of $3,200,000 as a credit toward the satisfaction of claims arising out of the Debtors' performance of certain subcontracts with the United States Air Force and the amount of $687,500 in settlement of a claim by the United States Environmental Protection Agency; and
WHEREAS, in connection with the IRS Stipulation, the Borrower, the Guarantors and the Lenders have agreed that from and after the Effective Date (as hereinafter defined) of this Amendment, the Credit Agreement shall be amended as set forth herein subject to and upon the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit Agreement shall have the same meanings herein.
2. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definition in appropriate alphabetical order: ""IRS Stipulation" shall mean that certain Stipulation for Settlement of Controversy Between the Debtors and the United States of America approved by the Bankruptcy Court in March 2003." 3. Section 6.01 of the Credit Agreement is hereby amended by (i) deleting the word "and" immediately following clause (xv) thereof and (ii) inserting the following new clause (xvii) at the end thereof: "; and (xvii) a Lien in favor of the United States of America arising from the right of the Internal Revenue Service to effect a setoff or recoupment against the sum of $25,000,000 withheld pursuant to the IRS Stipulation." 4. Section 7.01(g) of the Credit Agreement is hereby amended in its entirety to read as follows: "(g) the Bankruptcy Court shall enter an order or orders granting relief from the automatic stay applicable under Section 362 of the Bankruptcy Code to the holder or holders of any security interest to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any assets of the Borrower or any of the Guarantors which have a value in excess of $10,000,000 in the aggregate (it being understood that neither (i) the relinquishment by the Borrower or Guarantors of Section 1110 Assets, or the foreclosure of security interests in Section 1110 Assets (or in property in the possession of the applicable secured party) as to which defaults have not been cured pursuant to Section 1110 of the Bankruptcy Code nor (ii) the grant of relief from the automatic stay to the United States of America with respect to the sum of $25,000,000 withheld pursuant to the IRS Stipulation to permit the payments contemplated by the IRS Stipulation, shall be considered to be included in this paragraph); or" 5. Section 7.01 (n) of the Credit Agreement is hereby amended by (i) deleting the word "or" at the end of clause (ii) thereof and inserting a "," in lieu thereof and (ii) inserting the following new clause (iv) at the thereof: "(iv) pursuant to the IRS Stipulation out of the sum of $25,000,000 withheld pursuant to the IRS Stipulation." 6. This Amendment shall not become effective until the date (the "Effective Date") on which this Amendment shall have been executed by the Borrower, the Guarantors and the Required Lenders, and the Agents shall have received evidence satisfactory to it of such execution.
7. Except to the extent hereby amended, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed.
8. The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of special counsel to the Agents.
9. This Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agents or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment.
10. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.
11. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Fourth Amendment to be duly executed as of the day and the year first written. BORROWER:
UNITED AIR LINES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Executive Vice President & CFO
GUARANTOR:
UAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Executive Vice President & CFO
GUARANTOR:
UAL COMPANY SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Vice President and Treasurer
GUARANTOR:
FOUR STAR LEASING, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: President
GUARANTOR:
AIR WIS SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: President
GUARANTOR:
UAL BENEFITS MANAGEMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: President
GUARANTOR:
UAL LOYALTY SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President,
General Counsel & Secretary
GUARANTOR:
UNITED BIZ JET HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President,
General Counsel & Secretary
GUARANTOR:
CONFETTI, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel & Secretary
GUARANTOR:
MILEAGE PLUS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President, General Counsel &
Secretary
GUARANTOR:
XXXXXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel & Secretary
GUARANTOR:
AIR WISCONSIN, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: President
GUARANTOR:
DOMICILE MANAGEMENT SERVICES, INC.
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President and Secretary
GUARANTOR:
BIZJET CHARTER, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel & Secretary
GUARANTOR:
BIZJET FRACTIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel & Secretary
GUARANTOR:
BIZJET SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel & Secretary
GUARANTOR:
MILEAGE PLUS MARKETING, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President, General Counsel &
Secretary
GUARANTOR:
CYBERGOLD, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel & Secretary
GUARANTOR:
XXXXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel & Secretary
GUARANTOR:
MYPOINTS OFFLINE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President, General Counsel & Secretary
GUARANTOR:
KION LEASING, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: President
GUARANTOR:
PREMIER MEETING AND TRAVEL SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Vice President and Treasurer
GUARANTOR:
UNITED AVIATION FUELS CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
GUARANTOR:
UNITED COGEN, INC.
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President and Secretary
GUARANTOR:
MILEAGE PLUS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
GUARANTOR:
UNITED GHS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: President
GUARANTOR:
UNITED WORLDWIDE CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: President
GUARANTOR:
UNITED VACATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
LENDERS:
JPMORGAN CHASE BANK
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
CITICORP USA, INC.
By: /s/ Xxxxx X. XxXxxxxx
Name: Xxxxx X. XxXxxxxx
Title: Director & Vice President
BANK ONE, NA
By: /s/ Xxxxxxx Farvel
Name: Xxxxxxx Farvel
Title: V.P.
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President - Team Leader
ABLECO FINANCE LLC
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Senior Vice President and Chief
Credit Officer
AURUM CLO 2002-1 LTD.
By: Columbia Management Advisors, Inc. (f/k/a Xxxxx Xxx & Xxxxxxx Incorporated), As Investment Manager
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: Senior Vice President
BANK OF LINCOLNWOOD
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
CASPIAN CAPITAL PARTNERS, LP
By: /s/ Xxxxxxx Xxxx XX
Name: Xxxxxxx Xxxx XX
Title: Treasurer
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: CIGNA Investments, Inc.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
FRANKLIN CLO II, LIMITED
By: /s/ Xxxxxxx X'Xxxxxxx
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
FRANKLIN CLO III, LIMITED
By: /s/ Xxxxxxx X'Xxxxxxx
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxx X'Xxxxxxx
Name: Xxxxxxx X'Xxxxxxx
Title: Vice President
XXXXXXX XXXXX CREDIT PARTNERS, L.P.
By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Authorized Signatory
LIBERTY FLOATING RATE ADVANTAGE FUND
By: Columbia Management Advisors, Inc. (f/k/a Xxxxx Xxx & Farnham Incorporated), As Advisor
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: Senior Vice President
MARINER LDC
By: /s/ Xxxxxxx Xxxx XX
Name: Xxxxxxx Xxxx XX
Title: Treasurer
MARINER OPPORTUNITIES FUND, LP
By: /s/ Xxxxxxx Xxxx XX
Name: Xxxxxxx Xxxx XX
Title: Treasurer
MARINER OPPORTUNITIES II, LP
By: /s/ Xxxxxxx Xxxx XX
Name: Xxxxxxx Xxxx XX
Title: Treasurer
REGIMENT CAPITAL, LTD.
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to delegated authority
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President
SRF 2000 LLC
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
SPECIAL SITUATIONS INVESTING GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
STANWICH LOAN FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
XXXXX EVENT TRADING LTD.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Managing Member of the
Investment Manager
of
Xxxxx Event Trading
Ltd.
With immediate effect from February 18, 2003, Start Event Trading, Ltd.
Expressly requests that it not be provided with any non-public information
(including any non-public portions of the materials described in Section
5.01 of the Revolving Credit, Term Loan and Guarantee Agreement) relating
to Borrower or any Guarantor. Xxxxx Event Trading Ltd. Reserves the right
to revoke this election by providing the Borrower with express written
notice of such revocation.
STONEHILL INSTITUTIONAL PARTNERS, L.P.
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: General Partner
XXXXX XXX FLOATING RATE
LIMITED LIABILITY COMPANY
By: Columbia Management Advisors, Inc. (f/k/a Xxxxx Xxx & Xxxxxxx Incorporated), As Advisor
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: Senior Vice President
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
TRILOGY PORTFOLIO CO., LLC
By: /s/ Xxxxxxx Xxxx XX
Name: Xxxxxxx Xxxx XX
Title: Treasurer
FARALLON CAPITAL MANAGEMENT, LLC
By: [ILLEGIBLE]
Name:
Title: Farallon Capital Management, LLC, Manager
