WAIVER AND SIXTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT
WAIVER AND SIXTH AMENDMENT, dated as of October 10, 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 Guarantors have requested that from and after the (i) Waiver and Fuel Agreement Effective Date (as hereinafter defined), the Lenders agree to waive the Events of Default described in paragraph 2 hereof and consent to the amendments set forth in paragraphs 3, 4, 7(C) and 8 hereof and (ii) Amendment Effective Date (as hereinafter defined), the Credit Agreement be amended as set forth in paragraphs 5, 6, 7(A) and 7(B) hereof, 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. Waivers. The Lenders hereby waive any Event of Default under (i) Section 7.01(d) of the Credit Agreement or the occurrence of any event which with the passage of time or giving of notice or both would constitute an Event of Default under Section 7.01(d) of the Credit Agreement as a result of the Borrower's and the Guarantors' failure to provide the 14-day notice required by Section 6(c)(iii) of the SGR Agreement for the discontinuation or material modification of service on any Route in connection with discontinuation of service on the San Francisco/Taipei Route as set forth on Schedule 1 attached hereto and (ii) under Section 7.01(f) of the Credit Agreement as a result of the occurrence of any corresponding default under the Bank One DIP, provided that the waiver set forth in this sentence shall not become effective until any such similar default under the Bank One DIP has been waived and each Agent has received evidence satisfactory to it of such waiver. The Lenders hereby further waive any Event of Default under Section 7.01(c) of the Credit Agreement as a result of the Borrower's having heretofore filed a motion with the Bankruptcy Court seeking approval of the restructuring that is referred to in paragraph 5 hereof, provided that the Borrower may not enter into such restructuring until the Amendment Effective Date has occurred.
3. Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order: "Jet Fuel Supply Agreement" shall mean that certain Jet Fuel Supply Agreement, dated as of October __, 2003, as it may be amended from time to time, among the Borrower, UAFC and MSCG, pursuant to which MSCG will supply jet fuel for the Borrower's domestic operations, will assume certain of the Borrower's and UAFC's existing supply and third-party sale agreements and will sublease certain of the Borrower's and UAFC's existing infrastructure agreements.
"MSCG" shall mean Xxxxxx Xxxxxxx Capital Group Inc.
"UAFC" shall mean United Aviation Fuels Corporation." 4. Amendment to Section 6.01. Section 6.01 of the Credit Agreement is hereby amended by (A) deleting the word "and" appearing at the end of clause (xvii) and (B) inserting the following new clause at the end thereof: "; and (xix) Liens on cash in an aggregate amount not in excess of $18,000,000 representing a deposit securing the obligations of the Borrower and UAFC under the Jet Fuel Supply Agreement.". 5. Amendment to Section 6.03. Section 6.03 of the Credit Agreement is hereby amended by (A) deleting the word "and" appearing at the end of clause (xiv) and (B) inserting the following new clause at the end thereof: "; and (xvi) the restructuring of certain Indebtedness owed to Export Development Canada secured by Liens on five (5) flight simulators (in connection and concurrently with the refinancing of certain Indebtedness that is secured by two 757 aircraft, which refinancing is permitted by clause (ix) of this Section) pursuant to which principal payments will be deferred until August 1, 2004 (with principal payments to be made every February and August thereafter according to an agreed upon amortization) and accrued and unpaid interest will be paid upon the closing of such restructuring and in February 2004 and thereafter on any dates on which a principal payment is made (it being understood that any such restructured Indebtedness may not be granted Superpriority Claim status pursuant to Section 364(c)(1) of the Bankruptcy Code)." 6. Amendment to Section 6.10. Section 6.10 of the Credit Agreement is hereby amended by (A) deleting the word "and" appearing at the end of clause (xiii) and (B) inserting the following new clauses at the end thereof: "; (xv) following the distribution of UAL Loyalty Services, Inc.'s ownership interests in Orbitz, Inc. and Orbitz, LLC (together, "Orbitz") to the Parent, the Parent may transfer such ownership interests in Orbitz to the Borrower through a capital contribution in connection with the sale of such ownership interests permitted by Section 6.11(xiv); and (xvi) additional capital contributions by the Parent to the Borrower." 7. Amendment to Section 6.11. Section 6.11 of the Credit Agreement is hereby amended by (A) deleting the word "and" appearing at the end of clause (xii), (B) inserting the following new clause (xiv) at the end thereof: "; (xiv) the sale or other disposition by the Borrower of (A) 100% of the ownership interests which it holds in Hotwire, Inc. for net cash proceeds of no less than $80,000,000 and (B) the sale or other disposition by the Borrower of a portion of the ownership interests which it holds in Orbitz in a public offering of the common stock of Orbitz for cash proceeds of no less than $26,000,000, provided, that 100% of the Net Proceeds of each disposition permitted by this clause 6.11(xiv) shall be applied as a prepayment of the Loans in accordance with Section 2.13(e);" and (C) inserting the following new clause (xv) immediately thereafter: "and (xv) the assignment of local supply agreements, bulk supply agreements and third-party sale agreements, the sublease of infrastructure agreements and the transfer of historical pipeline capacity contemplated under the Jet Fuel Supply Agreement.". 8. Amendment to Section 6. Section 6 of the Credit Agreement is hereby amended by adding the following new Section 6.15: "SECTION 6.15. Modification of Jet Fuel Supply Agreement. Enter into or permit any material amendment or modification to the Jet Fuel Supply Agreement that would materially and adversely affect the interests of the Lenders." 9. Condition to Waiver and Fuel Agreement Effective Date. The waivers set forth in paragraph 2 hereof and the consents to the amendments set forth in paragraphs 3, 4, 7(C) and 8 hereof shall not become effective until the date (the "Waiver and Fuel Agreement 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 satisfactory to it of such execution.
10. Conditions to Amendment Effective Date. The amendments set forth in paragraphs 5, 6, 7(A) and 7(B) of this Amendment shall not become effective until the date (the "Amendment Effective Date") on which (i) this Amendment shall have been executed by the Borrower, the Guarantors and the Required Lenders, and each Agent shall have received evidence satisfactory to it of such execution, (ii) the Bankruptcy Court shall have entered an order satisfactory in form and substance to the Agents authorizing the payment by no later than October 27, 2003 by the Borrower (x) to the Paying Agent for the respective account of each Lender that has executed and delivered to each Agent a counterpart of this Amendment by not later than 5:00 p.m. (New York City time) on October 10, 2003, an amendment fee in an amount equal to 1/10 of 1% of such Lender's Tranche A Commitment and Tranche B Commitment on October 10, 2003 and (y) of other fees referred to in that certain Sixth Amendment Fee Letter dated the date hereof, and (iii) such amendment and other fees referred to above shall have been paid in cash to the Paying Agent within one Business Day after entry of the order referred to above (it being understood and agreed that the fees referred to in clause (ii) are being paid in consideration of all of the waivers and amendments set forth herein).
11. 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.
12. 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.
13. 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.
14. 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.
15.
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 and Sixth 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 and
Chief Financial Officer
GUARANTOR:
UAL CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
GUARANTOR:
UAL COMPANY SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Vice President and Treasurer
GUARANTOR:
UAL BENEFITS MANAGEMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: President
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:
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
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:
AIR WISCONSIN, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: President
GUARANTOR:
UNITED COGEN, INC.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President and Secretary
GUARANTOR:
DOMICILE MANAGEMENT SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President and Secretary
GUARANTOR:
UAL LOYALTY SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
UNITED BIZ JET HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
CONFETTI, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Tiyle:
GUARANTOR:
MILEAGE PLUS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
XXXXXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
BIZJET CHARTER, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
BIZJET FRACTIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
BIZJET SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
MILEAGE PLUS MARKETING, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
CYBERGOLD, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
XXXXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
GUARANTOR:
MYPOINTS OFFLINE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name:
Title:
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 X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Associate Director
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
ABLECO FINANCE LLC
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Senior Vice President
ARES LEVERAGED INVESTMENT FUND II, L.P.
By: ARES Management II, L.P.
Its General Partner
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
ARES VI CLO LTD.
By: ARES CLO Management VI, L.P.
Investment Manager
By: ARES CLO GP VI, LLC
Its Managing Member
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
ARES VII CLO LTD.
By: ARES CLO Management VII, L.P.,
Investment Manager
By: Ares CLO GP VII, LLC,
Its General Partner
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
AURUM CLO 2002-1 LTD.
By: Columbia Management Advisors, Inc. (f/k/a Xxxxx Xxx & Farnham Incorporated), As Investment Manager
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio
Manager
BANK OF LINCOLNWOOD
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President/COO
Canyon Capital Advisors
0000 Xxxxxxxx Xxxx., #000
Xxxxxxx Xxxxx, XX 00000
PROPORTIONATE VOTING PROVISION
The undersigned, Canyon Capital CDO 2001-1 LTD. ("Canyon"), is a Lender to UNITED AIRLINES, INC., REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT dated as of December 24, 2002 (the "Credit Agreement"). Canyon's approval of a proposed WAIVER AND SIXTH AMENDMENT has been requested pursuant to the terms of the Credit Agreement. The WAIVER AND SIXTH AMENDMENT must be approved by the Required Lenders under the Credit Agreement.
Canyon hereby votes its percentage interest as a Lender in favor of and/or against the approval of the WAIVER AND SIXTH AMENDMENT in direct proportion to the votes of those other Lenders under the Credit Agreement that have voted for or against the approval of the WAIVER AND SIXTH AMENDMENT (without counting failure to vote or abstentions.)
Canyon Capital CDO 2001-1 LTD.
a California limited liability
company
By: /s/ Xxxxxxxxx
X. Xxxxxxx Date: 10/10/03
Name: Xxxxxxxxx X. Xxxxxxx
Title: Authorized Member
Canyon Capital Advisors
0000 Xxxxxxxx Xxxx., #000
Xxxxxxx Xxxxx, XX 00000
PROPORTIONATE VOTING PROVISION
The undersigned, Canyon Capital CDO 2002-1 LTD. ("Canyon"), is a Lender to UNITED AIRLINES, INC., REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT dated as of December 24, 2002 (the "Credit Agreement"). Canyon's approval of a proposed WAIVER AND SIXTH AMENDMENT has been requested pursuant to the terms of the Credit Agreement. The WAIVER AND SIXTH AMENDMENT must be approved by the Required Lenders under the Credit Agreement.
Canyon hereby votes its percentage interest as a Lender in favor of and/or against the approval of the WAIVER AND SIXTH AMENDMENT in direct proportion to the votes of those other Lenders under the Credit Agreement that have voted for or against the approval of the WAIVER AND SIXTH AMENDMENT (without counting failure to vote or abstentions.)
Canyon Capital CDO 2002-1 LTD.
a California limited liability
company
By: /s/ Xxxxxxxxx
X. Xxxxxxx Date: 10/10/03
Name: Xxxxxxxxx X. Xxxxxxx
Title: Authorized Member
Canyon Capital Advisors
0000 Xxxxxxxx Xxxx., #000
Xxxxxxx Xxxxx, XX 00000
PROPORTIONATE VOTING PROVISION
The undersigned, Canyon Capital CDO 2004-1 LTD. ("Canyon"), is a Lender to UNITED AIRLINES, INC., REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT dated as of December 24, 2002 (the "Credit Agreement"). Canyon's approval of a proposed WAIVER AND SIXTH AMENDMENT has been requested pursuant to the terms of the Credit Agreement. The WAIVER AND SIXTH AMENDMENT must be approved by the Required Lenders under the Credit Agreement.
Canyon hereby votes its percentage interest as a Lender in favor of and/or against the approval of the WAIVER AND SIXTH AMENDMENT in direct proportion to the votes of those other Lenders under the Credit Agreement that have voted for or against the approval of the WAIVER AND SIXTH AMENDMENT (without counting failure to vote or abstentions.)
Canyon Capital CDO 2004-1 LTD.
a California limited liability
company
By: /s/ Xxxxxxxxx
X. Xxxxxxx Date: 10/10/03
Name: Xxxxxxxxx X. Xxxxxxx
Title: Authorized Member
CASPIAN CAPITAL PARTNERS, LP
By: Mariner Investment Group
By: /s/ Xxxxxxx X. Xxxx XX
Name: Xxxxxxx X. Xxxx XX
Title: Treasurer
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
CONTINENTAL CASUALTY COMPANY
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President and Treasurer
DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Chief Operating Officer
GULF STREAM - COMPASS CLO 2003-I, LTP.
By: Gulf Stream Asset Management, LLC as Collateral Manager
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President
GULF STREAM - COMPASS CLO 2002-I, LTD.
By: Gulf Stream Asset Management, LLC as Collateral Manager
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President
XXXXXX'X ISLAND CDO, LTD.
By: CypressTree Investment Management Company, Inc., as Portfolio Manager
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Managing Director
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Principal and Portfolio Manager
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Principal and Portfolio Manager
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral Manager
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Principal and Portfolio Manager
XXXXXX XXXXX CAPITAL LP
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Managing Partner
LIBERTY FLOATING RATE ADVANTAGE FUND
By: Columbia Management Advisors, Inc. (f/k/a Xxxxx Xxx & Farnham Incorporated), As Advisor
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio Manager
XXXXXXXXX L.L.C.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
MARINER LDC
By: Mariner Investment Group
By: /s/ Xxxxxxx X. Xxxx XX
Name: Xxxxxxx X. Xxxx XX
Title: Treasurer
MARINER OPPORTUNITIES FUND, LP
By: Mariner Investment Group
By: /s/ Xxxxxxx X. Xxxx XX
Name: Xxxxxxx X. Xxxx XX
Title: Treasurer
MARINER OPPORTUNITIES II, LP
By: Mariner Investment Group
By: /s/ Xxxxxxx X. Xxxx XX
Name: Xxxxxxx X. Xxxx XX
Title: Treasuer
PERRY PRINCIPALS INVESTMENTS, LLC
By: /s/ Xxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxx X. Xxxxxxx
Title: Managing Director
XXXXXX FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
SRF 2000, INC.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
SRF TRADING, INC.
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/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx
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.
XXXXX XXX FLOATING RATE
LIMITED LIABILITY COMPANY
By: Columbia Management Advisors, Inc. (f/k/a Xxxxx Xxx & Xxxxxxx Incorporated), As Advisor
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio Manager
STONEHILL INSTITUTIONAL PARTNERS, L.P.
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: General Partner
SUNRISE PARTNERS LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President, Xxxx General Partner Corp., General Partner
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
TRUMBULL THC, LTD.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Attorney in Fact
UAL INVESTORS, L.L.C.
By: Farallon Capital Management, L.L.C., Its Manager
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Member
WATERSHED CAPITAL PARTNERS, L.P.
WATERSHED CAPITAL INSTITUTIONAL PARTNERS, L.P.
By: WS Partners, L.L.C.
By: /s/ Merdee X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Managing Member
WATERSHED CAPITAL PARTNERS (OFFSHORE) LTD.
By: Watershed Asset Management, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Managing Member
