WAIVER, CONSENT AND TENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT
WAIVER, CONSENT AND TENTH AMENDMENT, dated as of January 26, 2005 (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, N.A. (formerly known as JPMorgan Chase Bank), a national banking corporation ("JPMCB"), CITICORP USA, INC., a Delaware corporation ("CUSA"), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation ("CIT Group"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GECC"), each of the other financial institutions from time to time party hereto (together with JPMCB, CUSA, CIT Group and GECC, the "Lenders"), JPMORGAN CHASE BANK, N.A. and CUSA, as co-administrative agents (together, the "Agents") for the Lenders and JPMORGAN CHASE BANK, N.A., 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, modified or supplemented, and as in effect on the date hereof, the "Credit Agreement");
WHEREAS, the Borrower and the Guarantors have requested that from and after the (i) Waiver and Consent Effective Date (as hereinafter defined), the Lenders agree to (A) waive the anticipated and historical Events of Default described in Article II hereof, (B) consent to the modifications to the corporate structure and ownership of UAL Loyalty Services, Inc. described in Article III hereof and the amendments to the Loan Documents necessary in connection with such modifications and (C) amend certain financial covenants as set forth in Paragraph 11(A) of this Amendment and (ii) Amendment Effective Date (as hereinafter defined), the Credit Agreement be amended as set forth in Article IV (other than the amendments set forth in Paragraph 11(A) of this Amendment) hereof to provide, among other things, that the Maturity Date of the Credit Agreement be extended to September 30, 2005, that the rates of interest under the Credit Agreement be reduced, certain financial covenants be amended and that the Credit Agreement be otherwise amended as set forth herein, all subject to and upon the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I. Definitions
1. As used herein, all terms that are defined in the Credit Agreement shall have the same meanings herein.
ARTICLE II. Waivers
- 2. Waiver.
The Lenders hereby waive any Events of Default that might occur or have
occurred as a result of (i) the Borrower's and the Guarantors' anticipated
failure to comply with the cumulative consolidated EBITDAR covenant in
Section 6.05 of the Credit Agreement for the twelve-month period ending
January 31, 2005, (ii) the Borrower's and the Guarantors' failure to provide
a copy of the notice required pursuant to Section 5.01(j) of the Credit
Agreement regarding the Borrower's and its ERISA Affiliates' nonpayment
in September and October 2004 of funding obligations in connection with
certain Plans, (iii) the Borrower's failure to satisfy the condition that
no Event of Default shall have occurred and be continuing at the time of
a continuation of a Eurodollar Loan insofar as the Events of Default described
in the preceding clause (ii) had occurred and were continuing at the time
any Eurodollar Loans may have been continued and (iv) the Borrower's and
the Guarantors' failure to provide written notice required pursuant to
Section 5.05 of the Credit Agreement as a result of the Events of Default
described in clauses (ii) and (iii) of this paragraph.
ARTICLE III. Consents
3. Consents and Modification of Security and Pledge Agreement.
(A) The Lenders hereby consent to (i) the contribution by the Parent of its equity interest in UAL Loyalty Services, Inc. to the Borrower, (ii) the conversion of UAL Loyalty Services, Inc. from a Delaware corporation to a Delaware limited liability company named UAL Loyalty Services, LLC and (iii) the replacement in their entireties of (a) Schedule 1.01(a)1 to the Credit Agreement with a new Schedule in the form attached hereto as Exhibit A and (b) Schedule 3.072 to the Credit Agreement with a new Schedule in the form attached hereto as Exhibit B.
(B) Upon the effectiveness of the consents granted in Paragraph 3(A) of this Amendment and the conversion described in clause (ii) of the Paragraph 3(A) of this Amendment, the Lenders further consent to (i) the replacement in their entireties of (a) Schedule 3.063 to the Credit Agreement with a new Schedule in the form attached hereto as Exhibit C, (b) Schedule 1(l)4 to the Security and Pledge Agreement with a new Schedule in the form attached hereto as Exhibit D and (c) Schedule 4(b)5 to the Security and Pledge Agreement with a new Schedule in the form attached hereto as Exhibit E and (ii) the deemed amendment of the first sentence of Section 4(b) of the Security and Pledge Agreement to reflect such conversion.
(C)
Upon the effectiveness of the consents granted in Paragraph 3(A) of this
Amendment and the conversion described in clause (ii) of the Paragraph
3(A) of this Amendment, the Lenders further consent to following modifications
to the Security and Pledge Agreement to reflect such conversion: (i) the
first sentence of Section 4(b) of the Security and Pledge Agreement shall
be deemed amended by adding the language ", other than that UAL Loyalty
Services, Inc. has been renamed UAL Loyalty Services, LLC" immediately
prior to the period appearing at the end thereof and (ii) the proviso appearing
in Section 4(e) of the Security and Pledge Agreement shall be deemed deleted
in its entirety and replaced with the following new proviso: "provided
that the Grantors do not represent or warrant that the Pledged Shares representing
ownership interests in (i) Covia LLC, (ii) UAL Loyalty Services, LLCand
(iii) corporations or other entities incorporated or formed in Guam, Bermuda
and Mexico are fully paid and non-assessable."
__________________________________________________________________________________
1To reflect removal of IAM liens on "Excluded
Flight Simulators" schedule.
2To reflect removal of IAM liens on "Existing
Liens" schedule.
3To reflect contribution and conversion of
ULS on "Subsidiaries" schedule.
4To reflect contribution and conversion of
ULS on "Pledged Shares" schedule.
5To reflect contribution and conversion of
ULS on "Grantor Legal Names, Jurisdictions and ID Numbers" schedule.
-
ARTICLE IV. Amendments
-
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 hereto
(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 (the cases of the Borrower and
the Guarantors, each a "Case" and collectively, the "Cases"),
JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national
banking corporation ("JPMorgan Chase"), CITICORP USA, INC., a Delaware
corporation ("CUSA"), JPMORGAN CHASE BANK, N.A. (successor by merger
to 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 and CUSA, as co-administrative agents (together, the "Agents")
for the Lenders and JPMORGAN CHASE, as paying agent (in such capacity,
the "Paying Agent") for the Lenders.
- "Collateral Documents" shall mean, collectively, the Security
and Pledge Agreement, the Aircraft Mortgage (including, without limitation,
any Mortgage Supplement), the SGR Security Agreement, the Mortgage Amendment,
Mortgage Amendment No. 2, Mortgage Amendment No. 3 and other agreements,
instruments or documents that create or purport to create a Lien in favor
of the Collateral Agent for the benefit of the Lenders.
- "Mortgage Amendment No. 3" shall mean that certain Third Amendment
to the Aircraft Mortgage dated as of February __, 2005.
"Tenth Amendment Order" shall mean an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Agents approving the execution of the Waiver, Consent and Tenth Amendment dated as of January 26, 2005.
6. Amendments to Section 2.08. Section 2.08 of the Credit Agreement is hereby amended by (A) deleting the amount "4.0%" appearing in subsection (a) thereof and inserting in lieu thereof the amount "3.5%" and (B) deleting the amount "5.0%" appearing in subsection (b) thereof and inserting in lieu thereof the amount "4.5%".
7. Amendment to Section 2.21. Section 2.21 of the Credit Agreement is hereby amended by deleting the words "five percent (5.0%)" appearing in clause (i) of the first sentence thereof and inserting in lieu thereof the words "four and one-half percent (4.5%)".
8. Amendment to Section 2.23. Section 2.23 of the Credit Agreement is hereby amended by (A) deleting the clause "(y) [Intentionally omitted]"appearing in the parenthetical at the end of clause (a)(ii) thereof and (B) inserting in lieu thereof the following new clause (y):
- "(y) that certain parcel of real property referred to in clause (xxi)
of Section 6.01 of the Credit Agreement"
- "and (xxi) first priority Liens on that certain parcel of real property
known as the Borrower's
HNL Seaside Hotel located at 000 Xxxxxxx Xxx., Xxxxxxx, Xxxxxxxx, XX 00000 (but not on
any personal property therein), in favor of Westchester Insurance Company ("Westchester")
in connection with the release of Westchester's lien on that certain parcel of real property
located on Xxxxxxxx Road in Elk Grove Village, IL"
- "(c) Make Capital Expenditures during the period
commencing on January 1, 2005 and
ending on September 30, 2005 in an aggregate amount in excess of $225,000,000 plus the
amount equal to 50% of the amount, if any, by which $375,000,000 exceeds the amount
of Capital Expenditures made during the period commencing on April 1, 2004 and ending
on December 31, 2004, and, promptly after the end of each fiscal month, commencing with
the fiscal month ending January 31, 2005, the Borrower shall deliver report showing that
during the period commencing January 1, 2005 through the end of such fiscal month Capital
Expenditures made by the Borrower and the Guarantors shall have not exceeded
$225,000,000 in the aggregate plus the amount equal to 50% of the amount, if any, by which
$375,000,000 exceeds the amount of Capital Expenditures made during the period
commencing on April 1, 2004 and ending on December 31, 2004."
| Month | EBITDAR |
| February 28, 2005 | $960,000,000 |
| March 31, 2005 | $783,000,000 |
| April 30, 2005 | $725,000,000 |
| May 31, 2005 | $672,000,000 |
| June 30, 2005 | $639,000,000 |
| July 31, 2005 | $629,000,000 |
| August 31, 2005 | $796,000,000 |
"Section 6.13. Minimum Cash. Permit cash and
cash equivalents (net of cash maintained in
the Escrow Accounts) to be less than $750,000,000, provided that
if cumulative consolodated
EBITDAR (for purposes of this Section 6.13, clauses (a)(xiii) and
(a)(xiv) of the definition of
EBITDAR shall not be included in the calculation of EBITDAR)
for the twelve month period
ending on June 30, 2005 equals or exceeds $777,000,000,
the Borrower and each of the
Guarantors will not permit cash and cash equivalents
(net of cash maintained in the Escrow
Accounts) to be less than $600,000,000."
13.
Amendment to Cover Page. The cover page of the Credit Agreement
is hereby amended by deleting the
name "JPMORGAN CHASE BANK" appearing thereon and replacing it with
the name "JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank)".
ARTICLE IV. Miscellaneous
14. Conditions to Waiver and Consent Effectiveness. The (i) waivers set forth in Article II of this Amendment, (ii) consents (and modifications to the Loan Documents) set forth in Article III of this Amendment, (iii) amendment to the term "EBITDAR" set forth in Paragraph 5(A) of this Amendment and (iv) amendments set forth in Paragraph 11(A) of Article IV of this Amendment, shall not become effective until the date (the "Waiver and Consent Effective Date") on which this Amendment shall have been executed by the Borrower, the Guarantors and the Required Lenders and each Agent shall have received evidence reasonably satisfactory to it of such execution; provided that the consents and modifications set forth in Paragraphs 3(A)(i), 3(A)(ii), 3(B) and 3(C) of this Amendment shall be deemed terminated and to have been of no further force or effect immediately prior to the conversion of UAL Loyalty Services, Inc. into UAL Loyalty Services, LLC, unless each Agent shall have received (x) an acknowledgement substantially in the form attached hereto as Exhibit F executed by UAL Loyalty Services, LLC and (y) an acknowledgement substantially in the form attached hereto as Exhibit G executed by the Borrower, in each case substantially contemporaneously with such conversion.
15. Conditions to Amendment Effectiveness. The amendments set forth in Paragraphs 5 (other than the amendment with respect to the definition of "EBITDAR"), 6, 7, 8, 9, 10, 11(B), 12 and 13 of Article IV of this Amendment shall not become effective until the date (the "Amendment Effective Date") on which the following conditions precedent shall have been satisfied (or waived by the Required Lenders):
(A) Execution. This Amendment shall have been executed by the Borrower, the Guarantors and each of the Lenders and each Agent shall have received evidence reasonably satisfactory to it of such execution (provided, that if this Amendment is executed by fewer than all of the Lenders but is executed by Lenders constituting the Super-majority Lenders, then this Amendment may nonetheless become effective in accordance with the provisions of Section 10.10(b) of the Credit Agreement and the Tranche A Commitment and/or the Tranche B Commitment, as the case may be, of one or more of the Super-majority Lenders shall be increased as more fully set forth in paragraph 16 below).
(B) Bankruptcy Court Order; Payment of Fees. By no later than February 21, 2005, (i) the Bankruptcy Court shall have entered an order reasonably satisfactory in form and substance to the Agents (x) approving the terms of this Amendment to the extent required by the Bankruptcy Code and (y) authorizing the payment by the Borrower of the fees referred to in that certain Tenth Amendment Fee Letter dated the date hereof, (ii) such amendment and other fees shall have been paid in cash to the Paying Agent within one Business Day after entry of the order referred to above and (iii) the order referred to above shall be in full force and effect, and shall not have been vacated, stayed, reversed, modified or amended in any respect that the Agents reasonably determine to be adverse to the interests of the Lenders; and, if such order is the subject of a pending appeal in any respect, the continued performance by the Borrower or any of the Guarantors of any of their respective obligations under the Credit Agreement or under the Loan Documents or under any other instrument or agreement referred to therein shall not be the subject of a presently effective stay pending appeal.
(C) Opinions of Counsel. The Agents and the Collateral Agent shall have received:
(i) a favorable written opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and the Guarantors, dated the Amendment Effective Date, substantially in the form of Exhibit H; and
(ii) a favorable written opinion of McAfee & Xxxx, special counsel to the Agents, dated the Amendment Effective Date, with respect to the Liens of the Aircraft Mortgage, and reasonably satisfactory in form and substance to the Collateral Agent.
(D) Corporate and Judicial Proceedings. All corporate and judicial proceedings and all instruments and agreements in connection with the transactions among the Borrower, the Guarantors, the Agents and the Lenders contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Lenders, and the Agents and the Lenders shall have received all information and copies of all documents and papers, including records of corporate and judicial proceedings, which the Agents may have reasonably requested in connection herewith, such documents and papers where appropriate to be certified by proper corporate, governmental or judicial authorities.
(E) Mortgage Amendment. The Borrower shall have duly executed and delivered to the Collateral Agent a Mortgage Amendment, in substantially the form of Exhibit I, and the Collateral Agent shall have received evidence that the Mortgage Amendment has been recorded with the FAA.
16. Implementation of Section 10.10(b) of the Credit Agreement.
(A) This Amendment has been executed by Lenders constituting the Super-majority Lenders and, pursuant to Section 10.10(b) of the Credit Agreement, the amendments set forth in Paragraphs 5 (other than the amendment with respect to the definition of "EBITDAR"), 6, 7, 8, 9, 10, 11(B), 12 and 13 of Article IV of this Amendment shall become effective upon satisfaction of the conditions set forth in paragraph 15 above. On the Amendment Effective Date, (i) the Tranche A Commitments and the Tranche B Commitments, as the case may be, of the Minority Lenders shall be terminated, (ii) the Tranche A Commitments and/or the Tranche B Commitments of certain of the Super-majority Lenders (the "Increasing Lenders") shall be increased so that on and after the Amendment Effective Date the Tranche A Commitments and the Tranche B Commitments of all of the Super-majority Lenders (including the Increasing Lenders) shall equal the Total Commitment, (iii) the Increasing Lenders shall make additional non-pro rata Loans to the Borrower in an aggregate amount necessary to repay in full the outstanding Loans of the Minority Lenders and in accordance with their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages after giving effect to the increases referred to in the preceding clause, (iv) if any Letters of Credit are outstanding on the Amendment Effective Date, the undivided interests and participations therein of Minority Lenders that are Tranche A Lenders before giving effect to this Amendment shall terminate and each of the Increasing Lenders shall be deemed to have purchased from the Fronting Bank pursuant to Section 2.03(e) of the Credit Agreement an undivided interest and participation in such Letters of Credit to the extent of the increase in such Increasing Lender's Tranche A Commitment Percentage, (v) the Borrower shall pay any accrued but unpaid interest and Fees owing to the Minority Lenders as of the Amendment Effective Date and (vi) the Minority Lenders shall no longer be Lenders under the Credit Agreement.
(B) Annex A to the Credit Agreement is hereby replaced in its entirety by the revised Annex A attached hereto as Exhibit J. The Tranche A Commitment and the Tranche B Commitment of each of the Super-majority Lenders after giving effect to this paragraph 16 is reflected on revised Annex A.
(C) The signature pages of the Credit Agreement are hereby amended to conform to the signature pages hereto.
17. Ratification. 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.
18. Costs and Expenses. 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.
19. Representations and Warranties. The Borrower represents and warrants to the Lenders, to induce the Lenders to enter into this Amendment, that no Event of Default or event with the passage of time would constitute an Event of Default (other than the Events of Default described in Article II herein) exists on the date hereof and that each of the representations and warranties made by the Borrower in the Credit Agreement and each other Loan Document are true and correct in all material respects as of the date hereof except where such representation or warranty relates to a specific date, in which such representation or warranty shall be true and correct in all material respects as of such date.
20. References. 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.
21. Amendment and Restatement. Upon the occurrence of the Amendment Effective Date, (a) the Credit Agreement will be deemed to have been amended and restated to reflect all of the changes made to the Credit Agreement through and including the Amendment Effective Date of this Amendment, and (b) the Agents will promptly make available to the Borrower, the Guarantors and the Lenders a composite conformed copy of the Credit Agreement reflecting such amendment and restatement.
22. Counterparts. 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. A fax copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes
23. Applicable Law. 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,
Consent and Tenth Amendment to be duly executed as of the day and the year
first written.
| BORROWER: |
| UNITED AIR LINES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| GUARANTORS: |
| UAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
|
| UAL LOYALTY SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| UAL COMPANY SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| CONFETTI, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| MILEAGE PLUS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| MILEAGE PLUS MARKETING, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| XXXXXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| CYBERGOLD, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| XXXXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| MYPOINTS OFFLINE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| UAL BENEFITS MANAGEMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| UNITED BIZ JET HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| BIZJET CHARTER, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| BIZJET FRACTIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| BIZJET SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
|
| KION LEASING, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| PREMIER MEETING AND TRAVEL SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| UNITED AVIATION FUELS CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
|
| UNITED COGEN, INC.
By: /s/ Xxxx Xxxxxxx
|
| MILEAGE PLUS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| UNITED GHS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| UNITED WORLDWIDE CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
|
| UNITED VACATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| FOUR STAR LEASING, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| AIR WIS SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| AIR WISCONSIN, INC.
By: /s/ Xxxxxxxx X. Xxxxx
|
| DOMICILE MANAGEMENT SERVICES, INC.
By: /s/ Xxxx Xxxxxxx
|
| LENDERS: |
| ACC CBNA LOAN FUNDING LLC, AS ASSIGNEE
By: ACC CBNA Loan Funding, for itself or as agent for
By: /s/ Chi. X. Xxx
|
| ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.
By: Anchorage Advisors, L.L.C., its advisor By: Anchorage Advisors Management, L.L.C., its
By: /s/ Xxxxx Xxxxxx
|
| ANCHORAGE CROSSOVER CREDIT OFFSHORE MASTER FUND, LTD.
By: /s/ Xxxxx Xxxxxx
|
| ARES ENHANCED LOAN MANAGEMENT, L.P., INVESTMENT MANAGER
By: Ares Enhanced Loan GP, LLC
By: /s/ Xxxx X. Xxxxxxx
|
| ARES LEVERAGED INVESTMENT FUND II, L.P.
By: ARES Management II, L.P.
By: /s/ Xxxx X. Xxxxxxx
|
| ARES VI CLO Ltd.
By: ARES CLO Management VI, L.P.
By: ARES CLO GP V, LLC
By: /s/ Xxxx X. Xxxxxxx
|
| ARES VII CLO Ltd.
By: ARES CLO Management VII, L.P.
By: ARES CLO GP VII, LLC
By: /s/ Xxxx X. Xxxxxxx
|
| ARES VIII CLO LTD.
By: ARES CLO Management VIII, L.P.
By: ARES CLO GP VIII, LLC
By: /s/ Xxxx X. Xxxxxxx
|
| ARES IX CLO LTD.
By: ARES CLO Management IX, L.P.
By: ARES CLO GP IX, LLC
By: /s/ Xxxx X. Xxxxxxx
|
| ARES TOTAL VALUE FUND, L.P.
By: ARES Total Value Management LLC
By: /s/ Xxxx X. Xxxxxxx
|
| AURUM CLO 2002-1 LTD.
By: Columbia Management Advisors, Inc. as Investment Manager By: /s/ Xxxx X. Xxxxxxxxx
|
| AVL LOAN FUNDING LLC
By: /s/ Xxxxx Xxxxx
|
| AZURE FUNDING
By: /s/ Xxxxxx X. Xxxxxxx(?)
|
| BABSON CLO LTD 2003-I
BABSON CLO LTD 2004-I BABSON CLO LTD 2004-II SUFFIELD CLO, LIMITED By: Babson Capital Management LLC as Collateral
By: /s/ Xxxxxx X. Xxxxxxxx
|
| BAYERISCHE LANDESBANK
By: /s/ Xxxxxx X. Xxxxxxxxxxx
By: /s/ Xxxxxxxx Xxxxxxxxxxx
|
| XXXX & XXXXXXX XXXXX FOUNDATION
By: Babson Capital Management LLC, as Investment
By: /s/ Xxxxxxx X. Xxxxxxxx
|
| BLACK DIAMOND INTERNATIONAL FUNDING LTD.
By: /s/ Xxxx Xxxxxxx
|
| BLUE SQUARE FUNDING LIMITED SERIES 3
By: /s/ Xxxxx X .Xxxxxx
|
| BUSHNELL CBNA LOAN FUNDING LLC, FOR ITSELF OR AS AGENT
FOR BUSHENELL CFPI LOAN FUNDING LLC
By: /s/ Xxxxxxx Xxxxx
|
| CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Xxxxxxx Xxxxx
By: /s/ Xxxx X' Xxxx
|
| CANPARTNERS INVESTMENTS IV, LLC
By: Canpartners Investments IV, LLC, a California limited liability company By: /s/ X. Xxxxxxxxx X. Xxxxxxx
|
| CANYON CAPITOL CDO 2002-1 LTD.
By: Canyon Capitol Advisors LLC
By: /s/ X. Xxxxxxxxx X. Xxxxxxx
|
| CANYON CAPITOL CDO 2004-1 LTD.
By: Canyon Capitol Advisors LLC
By: /s/ X. Xxxxxxxxx X. Xxxxxxx
|
| CARLYLE HIGH YIELD PARTNERS, L.P.
By: /s/ Xxxxx Xxxx
|
| CARLYLE HIGH YIELD PARTNERS IV, LTD.
By: /s/ Xxxxx Xxxx
|
| CARLYLE HIGH YIELD PARTNERS VI, LTD.
By: /s/ Xxxxx Xxxx
|
| CARLYLE LOAN INVESTMENT, LTD.
By: /s/ Xxxxx Xxxx
|
| CARLYLE LOAN OPPORTUNITY FUND
By: /s/ Xxxxx Xxxx
|
| CASPIAN CAPITAL PARTNERS, L.P.
By: Mariner Investment Group By: /s/ Xxxxxxx X. Xxxx XX
|
| CENTURION CDO II, LTD.
By: American Express Asset Management Group, Inc. as
By: /s/ Xxxxxxx X. Xxxx
|
| CENTURION CDO VI, LTD.
By: American Express Asset Management Group, Inc. as
By: /s/ Xxxxxxx X. Xxxx
|
| CENTURION CDO VII, LTD.
By: American Express Asset Management Group, Inc. as
By: /s/ Xxxxxxx X. Xxxx
|
| CENTURION CDO 8, LIMITED
By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Xxxxxxx X. Xxxx
|
| CIT GROUP/BUSINESS CREDIT INC.
By: /s/ Xxxxxxx Xxxxxxxxx
|
| CITIBANK, N.A.
By: /s/ Xxxxx Xxxxx
|
| CITICORP USA, INC.
By: /s/ Xxxxx X. XxXxxxxx
|
| CITY OF SAN DIEGO EMPLOYEES' RETIREMENT SYTEM
By: /s/ Xxxx Xxxxxxxxx
|
| C.M. LIFE INSURANCE COMPANY
By: Babson Capital Management LLC, as Investment
By: /s/ Xxxxxxx X. Xxxxxxxx
|
| COSTANTINUS XXXXX XXXXX CDO V, LTD.
By: Xxxxx Xxxxx Management
By: /s/ Xxxxxxx X. Xxxxxxx
|
| CSFB ALTERNATIVE CAPITAL, INC. AS ADVISOR TO DIVERSIFIED
CREDIT STRATEGIES FUND, AND LSPENARD STREET CREDIT FUND
By: /s/ Xxxxxx Xxxxx
|
| CYPRESSTREE CLAIF FUNDING LLC
By: /s/ Xxxxxxxx X. Xxxxxxx
|
| Investors Bank & Trust Company as Sub-custodian Agentof
CYPRESSTREE
INTERNATIONAL LOAN HOLDING COMPANY LIMITED
By: /s/ Xxxxxx Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxx
|
| DEEPHAVEN DISTRESSED
OPPORTUNITIES TRADING LTD. By: /s/ Xxxxxxx X. Xxxxx
|
| DELAWARE STREET CAPITAL MASTER FUND, L.P.
By: /s/ Xxxxxxx Xxxxxxx
|
| Marathon Asset Management, LLC, as Investment Advisor to
XXXXXXXXXX
FINANCIAL SECURITY LIFE ASSURANCE COMPANY
By: /s/ Xxxxx Xxxxxxx
|
| DEUTSCHE BANK AG NEW YORK BRANCH
By: DB Services New Jersey, Inc. By: /s/ Xxxxxx Xxxxxxxx
By: /s/ Xxx Xxxxxxx
|
| EAST WEST BANK
By: /s/ Xxxxx X. Xxxxx
|
| XXXXX XXXXX CDO III, LTD.
By: Xxxxx Xxxxx Management
By: /s/ Xxxxxxx X. Xxxxxxx
|
| XXXXX XXXXX CDO V LTD.
By: Xxxxx Xxxxx Management
By: /s/ Xxxxxxx X. Xxxxxxx
|
| XXXXX XXXXX CDO VI LTD.
By: Xxxxx Xxxxx Management
By: /s/ Xxxxxxx X. Xxxxxxx
|
| XXXXX XXXXX FLOATING RATE
INCOME TRUST By: Xxxxx Xxxxx Management
By: /s/ Xxxxxxx X. Xxxxxxx
|
| XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management
By: /s/ Xxxxxxx X. Xxxxxxx
|
| XXXXX XXXXX LIMITED DURATION INCOME FUND
By: Xxxxx Xxxxx Management
By: /s/ Xxxxxxx X. Xxxxxxx
|
| XXXXX XXXXX SENIOR FLOATING-RATE TRUST
By: Xxxxx Xxxxx Management
By: /s/ Xxxxxxx X. Xxxxxxx
|
| XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
By: /s/ Xxxxxxx X. Xxxxxxx
|
| ELF FUNDING TRUST I
By: Highland Capital Management, L.P. as Collateral
By: /s/ Xxxx X. Xxxxxxx
|
| ELT LTD.
By: /s/ Xxxxxxxx X. Xxxxxxx
|
| EMERALD ORCHARD LIMITED
By: /s/ Xxxxxx Xxxxxx
|
| FEINGOLD O'KEEFFE MASTER FUND, LTD.
By: /s/ Xxxxxx X. Xxxxxxxx
|
| FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME
FUND II,
as Lender By: Four Corners Capital Management LLC,
By: /s/ Xxxxx Xxxxxxxxxx
|
| FLAGSHIP CAPITAL CLO 2001-1
By: Flagship Capital Management, Inc. By: /s/ Xxxx X. Xxxxxxxxx
|
| FLAGSHIP CAPITAL CLO II
By: Flagship Capital Management, Inc. By: /s/ Xxxx X. Xxxxxxxxx
|
| FLAGSHIP CAPITAL CLO III
By: Flagship Capital Management, Inc. By: /s/ Xxxx X. Xxxxxxxxx
|
| FORE CONVERTIBLE MASTER FUND LTD.
By: /s/ Xxxxxxx Pananjape
|
| FORE CREDIT MASTER FUND LTD.
By: /s/ Xxxxxxx Pananjape
|
| FORTRESS CREDIT OPPORTUNITIES I LP
By: /s/ Xxxx X. Xxxxxxxx
|
| FORTRESS PORTFOLIO TRUST
By: Four Corners Capital Management LLC,
By: /s/ Xxxxx Xxxxxxxxxx
|
| GENERAL ELECTRIC CAPITAL CORPORAION
By: /s/ Xxxxx X. Xxxxxxxx
|
| XXXXXXX XXXXX SPECIALTY LENDING
HOLDINGS, INC. By: /s/ Xxxxxx Xxxxxxxxxx
|
| XXXXXXX & CO.
By: Boston Management and Research
By: /s/ Xxxxxxx X. Xxxxxxx
|
| GUGGENHEIM PORTFOLIO COMPANY VIII (CAYMAN) LTD.
By: /s/ Xxxxxxx Pananjape
|
| GULF STREAM-COMPASS CLO 2002-1 LTD
By: Gulf Stream Asset Management LLC
By: /s/ Xxxxx X. Love
|
| GULF STREAM-COMPASS CLO 2003-1 LTD.
By: Gulf Stream Asset Management LLC
By: /s/ Xxxxx X. Love
|
| GULF STREAM-COMPASS CLO 2004-1 LTD
By: Gulf Stream Asset Management LLC
By: /s/ Xxxxx X. Love
|
| HANOVER SQUARE CLO LTD.
By: Blackstone Debt Advisors L.P.
By: /s/ Xxxx X. Xxxxxxx
|
| HARBOURVIEW CLO V, LTD.
By: /s/ Xxxx Xxxxxxx
|
| HARCH CLO I, LTD.
By: /s/ Xxxxxxx X. Xxxxxx
|
| HBK MASTER FUND L.P.
By: /s/ Xxxxx X. Xxxxx
|
| XXXXXX'X ISLAND CDO, LTD.
By: CypressTree Investment Management
By: /s/ Xxxxxx Xxxxxxx
|
| XXXXXX'X ISLAND CDO II, LTD.
By: CypressTree Investment Management
By: /s/ Xxxxxx Xxxxxxx
|
| HIGHLAND FLOATING RATE
ADVANTAGE FUND By: Highland Capital Management, L.P.,
By: /s/ Xxxx Xxxxxxx
|
| HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY
By: Highland Capital Management, L.P.,
By: /s/ Xxxx Xxxxxxx
|
| HIGHLAND LEGACY LIMITED
By: Highland Capital Management,
By: /s/ Xxxx Xxxxxxx
|
| INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Lyon Capital Management LLC
By: /s/ Xxxxxxxxx X. Xxxxx
|
| INDOSUEZ CAPITAL FUNDING III, LTD.
By: Lyon Capital Management LLC
By: /s/ Xxxxxxxxx X. Xxxxx
|
| INDOSUEZ CAPITAL FUNDING VI, LTD.
By: Lyon Capital Management LLC
By: /s/ Xxxxxxxxx X. Xxxxx
|
| ING PRIME RATE TRUST
By: ING Investment Management, Co.
|
| KALDI FUNDING LLC
By: /s/ Xxxxxxxx X. Xxxxxxx
|
| KIL LOAN FUNDING LLC
By: /s/ N. Xxxx Xxxx
|
| LANDMARK IV CDO LIMITED
By: Aladdin Capital Management LLC,
|
| XXXXXX XXXXX CAPITAL LP
By: /s/ Xxx Xxxxxx
|
| LIGHTPOINT CLO 2004-1, LTD.
PREMIUM LOAN TRUST I, LTD. By: /s/ Xxxxxxx X. Xxx Xxxx
|
| LOAN FUNDING VII LLC
By: Highland Capital Management, L.P.
|
| LOAN FUNDING VIII LLC
By: Babson Capital Management LLC
|
| MAN MAC I LTD.
By: /s/ Xxxxxxx Xxxxxxxxx
|
| MAPLEWOOD (CAYMAN) LIMTED
By: Babson Capital Management LLC
|
| MARATHON SPECIAL OPPORTUNITY MASTER FUND, LTD.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx Title: Chief Investment Officer |
| MARINER LDC
By: Mariner Invesment Group By: /s/ Xxxxxxx X. Xxxx XX
|
| MARINER OPPORTUNITES FUND, LP
By: Mariner Investment Group By: /s/ Xxxxxxx X. Xxxx XX
|
| MASSACHUSETTS MUTUAL LIFE
INSURANCE CO. By: Babson Capital Management LLC as Investment
|
| METROPOLITAN WEST ALPHA TRAK
500 FUND By: /s/ Xxxx Xxxxxxxxx
|
| MISSISSIPPI UNITED METHODIST
FOUNDATION, INC. By: /s/ Xxxx Xxxxxxxxx
|
| MONUMENT PARK CDO LTD.
By: Blackstone Debt Advisors L.P.
|
| NAVIGATOR CDO 2003, LTD.
By: Antares Asset Management Inc.,
|
| NAVIGATOR CDO 2004, LTD.
By: Antares Asset Management Inc.,
|
| NUVEEN FLOATING RATE INCOME
FUND By: Symphony Asset Management LLC
By: /s/ Xxxxx Xxxxx
|
| NUVEEN FLOATING RATE INCOME
OPPORTUNITY FUND By: Symphony Asset Management LLC
By: /s/ Xxxxx Xxxxx
|
| NUVEEN SENIOR INCOME FUND
By: Symphony Asset Management LLC
By: /s/ Xxxxx Xxxxx
|
| OLYMPIC CLO I LTD
By: /s/ Xxxxx X. Xxxxxx
|
| XXXXXXXXXXX SENIOR FLOATING RATE
FUND By: /s/ Xxxx Xxxxxxx
|
| ORIX FINANCE CORP. I
By: /s/ Xxxxxxxxxxx X. Xxxxx
|
| XXX CAPITAL FUNDING L.P.
By: Highland Capital Management, L.P.
|
| PIONEER FLOATING RATE TRUST
By: Highland Capital Management, L.P., its Sub-Advisor
By: /s/ Xxxx Xxxxxxx
|
| REDWOOD MASTER FUND, LTD
By: /s/ Xxxxxxxx Xxxxxxx
|
| SECURITY BENEFIT LIFE INSURANCE
COMPANY By: Four Corners Capital Management LLC,
|
| SEI INSTITUTIONAL MANAGED TRUST - HIGH YIELD BOND FUND
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx Title: COO |
| SENIOR DEBT PORTFOLIO
By: Boston Management and Research
|
| SIMSBURY CLO, LIMITED
By: Babson Capital Management LLC under delegated authority from Massachussetts
Mutual Life Insurance Company as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxxx
|
| SPECTRUM INVESTMENT PARTNERS LP
By: /s/ Xxxxxxx X. Xxxxxxxx
|
| SRF 2000, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
|
| STANWICH LOAN FUNDING LLC
By: /s/ Xxxxxxxx X. Xxxxxxx
|
| STATE UNIVERSITIES RETIREMENT SYSTEM OF ILLINOIS
By: /s/ Xxxx Xxxxxxxxx
|
| STONEHILL INSTITUTIONAL PARTNERS,
L.P. By: /s/ Xxxxxxxxxxx Xxxxxx
|
| TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxxx Xxxxxx
|
| TRS XXXXX LLC
By: /s/ Xxxxxx Xxxxxxxx
|
| TRUMBULL THC2 LOAN FUNDING LLC, for itself or as agent
for Trumbull THC Ltd.
By: /s/ Xxxxxxx Xxxxx
|
| U.A.L. INVESTORS, L.L.C.
By: Farallon Capital Management, L.L.C.,
|
| UBS AG, STAMFORD BRANCH
By: /s/ Xxxxx Xxxx
By: /s/ Xxxxxx Xxxxxx
|
| WATERSHED CAPITAL INSTITUTIONAL
PARTNERS, L.P. By: WS Partners, L.L.C.,
|
| WATERSHED CAPITAL PARTNERS
(OFFSHORE), LTD. By: Watershed Asset Management, L.L.C.,
|
| WATERSHED CAPITAL PARTNERS, L.P.
By: WS Partners, L.L.C.,
|
| WHITEHORSE I, LTD.
By: WhiteHorse Capital Partners, LP, as Collateral Manager
By: /s/ Xxxxx X Xxxxxxxxx
|
| WHITEHORSE II, LTD.
By: WhiteHorse Capital Partners, LP, as Collateral Manager
By: /s/ Xxxxx X Xxxxxxxxx
|
| WIND RIVER CLO I LTD.
By: XxXxxxxxx Investment Management, LLC,
|
