THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT
CONFORMED VERSION
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT
THIRD AMENDMENT, dated as of February 18, 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 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, 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", and together with JPMorgan Chase, CUSA and Bank One, the "Original Lenders"), each of the other financial institutions from time to time party hereto (together with the Original Lenders, 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 Original 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 amended by that certain First Amendment to Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 10, 2003, and as further amended by that Second Amendment to Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 10, 2003 (as the same may be amended, modified or supplemented from time to time, the "Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that from and after the Effective Date (as hereinafter defined) of this Amendment, the Credit Agreement be amended subject to and upon the terms and conditions set forth herein; and
WHEREAS, Section 10.03(b) of the Credit Agreement provides that each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under the Credit Agreement (including, without limitation, all or a portion of its Tranche A Commitment or Tranche B Commitment and the same portion of the related Loans at the time owing to it) by executing and delivering with such Eligible Assignee an Assignment and Acceptance in substantially the form of Exhibit F to the Credit Agreement (a copy of which is annexed hereto as Schedule I); and
WHEREAS, the Original Lenders wish to (i) assign to each of the financial institutions (other than the Original Lenders) that is shown on Annex A hereto as having a Tranche A Commitment (such financial institutions other than the Original Lenders, collectively, the "Tranche A New Lenders"), and each of the Tranche A New Lenders wishes to assume, a pro rata portion of the Original Lenders' interests, rights and obligations under the Credit Agreement such that upon the Effective Date of this Amendment the Original Lenders and the Tranche A New Lenders shall have the respective Tranche A Commitments that are shown on Annex A hereto, and (ii) assign to each of the financial institutions (other than the Original Lenders) that is shown on Annex A hereto as having a Tranche B Commitment (such financial institutions other than the Original Lenders, collectively, the "Tranche B New Lenders"), and each of the Tranche B New Lenders wishes to assume, a pro rata portion of the Original Lenders' interests, rights and obligations under the Credit Agreement such that upon the Effective Date of this Amendment the Original Lenders and the Tranche B New Lenders shall have the respective Tranche B Commitments that are shown on Annex A hereto; and
WHEREAS, the Borrower, the Guarantors, the Original Lenders, the Tranche A New Lenders, the Tranche B New Lenders, the Agents and the Paying Agent have determined that the execution and delivery of this Amendment to effectuate a reallocation of the Total Commitment under the Credit Agreement as in effect on the date hereof among the Original Lenders, the Tranche A New Lenders and the Tranche B New Lenders will be more expeditious and administratively efficient than the execution and delivery of a separate Assignment and Acceptance between each of the Original Lenders and each of the Tranche A New Lenders, and each of the Original Lenders and each of the Tranche B New Lenders, respectively; and
WHEREAS, upon the occurrence of the Effective Date of this Amendment, (i) each of the Tranche A New Lenders and Tranche B New Lenders shall become a party to the Credit Agreement as a "Lender" and shall have the rights and obligations of a Lender thereunder, (ii) the respective Tranche A Commitments of each of the Original Lenders and Tranche A New Lenders under the Credit Agreement shall be in the amount set forth opposite its name on Annex A hereto under the heading "Tranche A Commitment", and (iii) the respective Tranche B Commitment of each of the Original Lenders and the Tranche B New Lenders under the Credit Agreement shall be in the amount set forth opposite its name on Annex A hereto under the heading "Tranche B Commitment", as each of the same may be reduced from time to time pursuant to Section 2.10 of the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
- As used herein, all terms that are defined in the Credit Agreement (in effect immediately prior to the Effective Date of this Amendment) shall have the same meanings herein.
- Annex A to the Credit Agreement is hereby replaced in its entirety by Annex A hereto.
- The signature pages of the Credit Agreement are hereby amended to conform to the signature pages hereto.
- By its execution and delivery hereof, each of the Original Lenders shall be deemed to have made each of the statements set forth in clauses (i) and (ii) of paragraph 2 of the Assignment and Acceptance as if such statements were fully set forth herein at length.
- By its execution and delivery hereof, each of the Tranche A New Lenders and Tranche B New Lenders shall be deemed to have made each of the statements set forth in clauses (i), (ii), (iii), (iv) and (v) of paragraph 3 of the Assignment and Acceptance as if such statements were fully set forth herein at length.
- On the Effective Date, (i) each Tranche A New Lender will pay to the Paying Agent (for the accounts of the Original Lenders) such amount as represents such Tranche A New Lender's pro rata portion of the aggregate principal amount of the Tranche A Loans, if any, that are outstanding on the Effective Date and such Tranche A New Lender's pro rata portion of the aggregate amount of the then unreimbursed drafts, if any, that were theretofore drawn under Letters of Credit, (ii) each Tranche B New Lender will pay to the Paying Agent (for the accounts of the Original Lenders) such amount as represents such Tranche B New Lender's prorata portion of the aggregate principal amount of the Tranche B Loans and (iii) the Paying Agent shall pay to each of the Tranche A New Lenders and Tranche B New Lenders such fees as have been previously agreed to between the Agents and such Tranche A New Lenders and the Agents and such Tranche B New Lenders, respectively. Promptly following the occurrence of the Effective Date, and in accordance with Section 10.03(e) of the Credit Agreement, the Paying Agent shall record in the Register the names and addresses of each Tranche A New Lender and Tranche B New Lender and the principal amount equal to such Tranche A Lender's Tranche A Commitment, or such Tranche B Lender's Tranche B Commitment, as the case may be, reflected on Annex A hereto.
- By its execution and delivery hereof, each of the Tranche A New Lenders and Tranche B New Lenders (i) agrees that any interest on the Loans, Commitment Fees and Letter of Credit Fees (pursuant to Sections 2.08, 2.20 and 2.21 of the Credit Agreement) that accrued prior to the Effective Date shall not be payable to such Tranche A New Lender or Tranche B New Lender and authorizes and directs the Paying Agent to deduct such amounts from any interest, Commitment Fees or Letter of Credit Fees paid after the date hereof and to pay such amounts to the Original Lenders (it being understood that interest on the Loans, Commitment Fees and Letter of Credit Fees respecting the Total Tranche A Commitment of the Original Lenders, each Tranche A New Lender and each Tranche B New Lender which accrue on or after the Effective Date shall be payable to such Lender in accordance with its Total Commitment), (ii) acknowledges that if such Tranche A New Lender or Tranche B New Lender is organized under the laws of a jurisdiction outside of the United States, such Tranche A New Lender or Tranche B New Lender has heretofore furnished to the Paying Agent the forms prescribed by the Internal Revenue Service of the United States certifying as to such Tranche A New Lender's or Tranche B New Lender's exemption from United States withholding taxes with respect to any payments to be made to such Tranche A New Lender or Tranche B New Lender under the Credit Agreement (or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty) and (iii) acknowledges that such Tranche A New Lender or Tranche B New Lender has heretofore supplied to the Paying Agent the information requested on the administrative questionnaire in the form previously furnished by JPMorgan Chase.
- The Paying Agent shall promptly deliver to the Borrower the forms and other documents furnished to it pursuant to paragraph 7(ii) hereof.
- This Amendment shall not become effective (the "Effective Date") until (i) the date on which this Amendment shall have been executed by the Borrower, the Guarantors, the Original Lenders, the Tranche A New Lenders, the Tranche B New Lenders, the Agents and the Paying Agent, and the Paying Agent shall have received evidence satisfactory to it of such execution and (ii) the payments provided for in the first sentence of paragraph 6 hereof shall have been made.
- 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.
- 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.
- 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.
- 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.
- This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this 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 Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, & Secretary |
|
UAL COMPANY SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: Vice President and Treasurer |
| CONFETTI, INC.
By: /s/ Xxxxxx Xxxxxx
|
|
MILEAGE PLUS HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, & Secretary |
|
MILEAGE PLUS MARKETING, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, & Secretary |
|
XXXXXXXX.XXX, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, & Secretary |
|
CYBERGOLD, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, & Secretary |
|
XXXXXXX.XXX, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, & Secretary |
|
MYPOINTS OFFLINE SERVICES, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, Secretary |
|
UAL BENEFITS MANAGEMENT, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: President |
|
UNITED BIZ JET HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, & Secretary |
|
BIZJET CHARTER, INC.
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel & Secretary |
|
BIZJET FRACTIONAL, INC.
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, & Secretary |
|
BIZJET SERVICES, INC.
By:/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Vice President, General Counsel, & Secretary |
|
KION LEASING, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: President |
|
PREMIER MEETING AND TRAVEL SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: Vice President and Treasurer |
|
UNITED AVIATION FUELS CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: Vice President |
|
UNITED COGEN, INC.
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx Title: Vice President and Secretary |
|
MILEAGE PLUS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: Vice President |
|
UNITED GHS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: President |
|
UNITED WORLDWIDE CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: President |
|
UNITED VACATIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: Vice President |
|
FOUR STAR LEASING, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: President |
|
AIR WIS SERVICES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: President |
|
AIR WISCONSIN, INC.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx Title: President |
|
DOMICILE MANAGEMENT SERVICES, INC.
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx Title: Vice President and Secretary |
| LENDERS: |
|
JPMorgan Chase Bank, as a co-administrative agent, Fronting
Bank, Paying Agent and a Lender
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx Title: Vice President |
|
Citicorp USA, Inc., as a co-administrative agent, Fronting
Bank and a Lender
By: /s/ Xxxxx X. XxXxxxxx
Name: Xxxxx X. XxXxxxxx Title: Director and Vice President |
|
Bank One, NA, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx Title: Vice President |
|
The CIT Group/Business Credit, Inc., as a Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx Title: Vice President - Team Leader |
| TRANCHE A NEW LENDERS: |
|
Canpartners Investments IV, LLC
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx Title: Authorized Signatory |
|
Ableco Finance LLC
By: /s/ Xxxxx X. Genda
Name: Xxxxx X. Genda Title: Senior Vice President and Chief Credit Officer |
|
Credit Agricole Indosuez
By: /s/ Xxxx Fletcheux
Name: Xxxx Fletcheux Title: First Vice President By: /s/ Xxxxxx X. Xxxxxxxx
|
|
U.A.L. Investors, L.L.C.
By: Farallon Capital Management, L.L.C., its Manager
By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Member |
|
Drawbridge Special Opportunities Fund LP
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx Title: Chief Operating Officer |
|
Special Situations Investing Group, Inc.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Authorized Signatory |
|
Caspian Capital Partners, L.P.
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer of I.M. |
|
Mariner Opportunities Fund, LP
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer |
|
Mariner Opportunities II, LP
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer |
|
Mariner LDC
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer |
|
Trilogy Portfolio Company, LLC
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer |
|
SOF Investments, L.P.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx Title: General Counsel |
|
Perry Principals, L.L.C.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx Title: Senior Managing Director |
|
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
|
|
Xxxxx Event Trading Ltd.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx Title: Management Member of the Investment Manager of Xxxxx Event Trading Ltd. |
|
Stonehill Institutional Partners, LP
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx Title: General Partner |
|
SunTrust Bank
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director |
|
Watershed Capital Institutional Partners, L.P.
By: WS Partners, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
|
|
Watershed Capital Partners, L.P.
By: WS Partners, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
|
| TRANCHE B NEW LENDERS: |
|
Bank of Lincolnwood
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx Title: President/Chief Operating Officer |
|
Venture II CDO 2002, Limited
By: its investment advisor, Barclays Bank PLC, New York Branch
By: /s/ Xxxxxxx Xxxxxxx
|
|
Canpartners Investments IV, Ltd.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx Title: Authorized Signatory |
|
Canyon Capital CDO 2002-1, Ltd.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx Title: Authorized Signatory |
|
Ableco Finance LLC
By: /s/ Xxxxx X. Genda
Name: Xxxxx X. Genda Title: Senior Vice President and Chief Credit Officer |
|
Connecticut General Life Insurance Company
By: Cigna Investments, Inc.
By: /s/ Xxxx X. Xxxxxx
|
|
Stanwich Loan Funding LLC
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
|
Toronto Dominion (New York), Inc.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx Title: Vice President |
|
Xxxxxxx Xxxxx Credit Partners L.P.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory |
|
Aurum CLO 2002-1 Ltd., by Xxxxx Xxx & Farnharm Incorporated
as Investment Manager
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx Title: Senior Vice President |
|
Liberty Floating Rate Advantage Fund, by Xxxxx Xxx & Xxxxxxx
Incorporated as Advisor
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx Title: Senior Vice President |
|
SRF 2000 LLC
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
|
SRF Trading, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx Title: Vice President |
|
Xxxxx Xxx Floating Rate Limited Liability Company
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx Title: Vice President, Xxxxx Xxx & Xxxxxxx Incorporated, as Advisor to the Xxxxx Xxx Floating Rate Limited Liability Company |
|
Credit Agricole Indosuez
By: /s/ Xxxx Fletcheux
Name: Xxxx Fletcheux Title: First Vice President By: /s/ Xxxxxx X. Xxxxxxxx
|
|
Xxxxxx'x Island CDO, Ltd.
By: Cypress Investment Management Company, Inc., as Portfolio Manager.
By: /s/ Xxxxxxx Xxxxx
|
|
U.A.L. Investors, L.L.C.
By: Farallon Capital Management, L.L.C., its Manager
By: /s/ Xxxxxxx Xxxxxx
|
|
Drawbridge Special Opportunities Fund LP
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx Title: C.O.O. |
|
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 |
|
Special Situations Investing Group, Inc.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx Title: Authorized Signatory |
|
Gulf Stream-Compass CLO 2002-1, Ltd.
By: Gulf Stream Asset Management, LLC as Collateral Manager
By: /s/ Xxxxxxxx X. Xxxxxxxxx
|
|
HBK Master Fund L.P.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx Title: Authorized Signatory |
|
Riviera Funding LLC
By: /s/ Xxx X. Xxxxxx
Name: Xxx X. Xxxxxx Title: Assistant Vice President |
|
Desjardin Financial Life Assurance Company
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx Title: CIO |
|
Marathon Special Opportunity Master Fund, Ltd.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx Title: CIO |
|
Caspian Capital Partners, L.P.
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer of I.M. |
|
Mariner Opportunities Fund, LP
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer |
|
Mariner Opportunities II, LP
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer |
|
Mariner LDC
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer |
|
Trilogy Portfolio Company, LLC
By: /s/ Xxxxxxx X. Xxxx, XX
Name: Xxxxxxx X. Xxxx, XX Title: Treasurer |
|
SOF Investments, L.P.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx Title: General Counsel |
|
Perry Principals, L.L.C.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx Title: Senior Managing Director |
|
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
|
|
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. |
|
Stonehill Institutional Partners, LP
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx Title: General Partner |
|
SunTrust Bank
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director |
|
Watershed Capital Institutional Partners, L.P.
By: WS Partners, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
|
|
Watershed Capital Partners, L.P.
By: WS Partners, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
|
|
Watershed Capital Partners (Offshore), Ltd.
By: Watershed Asset Management, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
|
ANNEX A
to
REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT
Dated as of December 24, 2002 (as amended)
| Bank |
Tranche A Revolving Commitment
Amount |
Tranche A Revolving Commitment Percentage | Tranche B Term Loan Commitment Amount |
Tranche B Term Loan Commitment
Percentage |
| JPMorgan Chase Bank
000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxx |
$78,388,888.88
|
13.06481481%
|
$30,761,111.12
|
7.69027778%
|
| Citicorp USA, Inc.
0 Xxxxx Xxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxxxxxx Xxxxx |
$78,388,888.89
|
13.06481482%
|
$30,761,111.11
|
7.69027778%
|
| Bank One, NA
000 X. Xxxxxxx Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxx |
$78,388,888.89
|
13.06481482%
|
$30,761,111.11
|
7.69027778%
|
| The CIT Group/ Business Credit,
Inc.
0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxx |
$78,388,888.89
|
13.06481482%
|
$30,761,111.11
|
7.69027778%
|
| Bank of Lincolnwood
0000 X. Xxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Attn: Xxxxxxxx Tarcenski |
-- | -- |
$3,900,000.00
|
0.97500000%
|
| Venture II CDO 2002, Limited
c/o Barclays Capital 000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Nore Biasi (with an additional copy to: Venture II CDO 2002, Limited c/o JPMorgan Chase Bank 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attn: Xxxxxxx Wallacd) |
-- | -- |
$2,000,000.00
|
0.50000000%
|
| Canyon Capital Advisors, LLC | ||||
|
Canpartners Investments IV, LLC
0000 Xxxxxxxx Xxxx., Xxx 000 Xxxxxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxxx |
$7,500,000.00
|
1.25000000%
|
$7,500,000.00
|
1.87500000%
|
|
Canyon Capital CDO 2002-1 Ltd.
Bank of New York 000 X. Xxx Xxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Attn: Xxx Xxxxx (with an additional copy to:. c/o Canyon Capital Advisors LLC 0000 Xxxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Attn: Xxxxx Xxxxxx) |
-- | -- |
$3,000,000.00
|
0.75000000%
|
| Ableco Finance LLC
000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxx Xxxx Xxxxxx |
$42,857,142.86
|
7.14285714%
|
$7,142,857.14
|
1.78571429%
|
| CIGNA Investments, Inc | ||||
|
Connecticut General Life
Insurance Company c/o CIGNA Investments 000 Xxxxxxxx Xxxxxx, X00X Xxxxxxxx, XX 00000 Attn: Supakrit Phiwkhao Xxxx Xxxxxxxxxx Xxxx Xxxxxx |
-- | -- |
$3,000,000.00
|
0.75000000%
|
|
Stanwich Loan Funding LLC
c/o Bank of America 000 X Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Stanwich Loan Funding LLC |
-- | -- |
$4,500,000.00
|
1.12500000%
|
|
Toronto Dominion (New York), Inc.
000 Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx |
-- | -- |
$4,500,000.00
|
1.12500000%
|
| Xxxxxxx Xxxxx Credit Partners
L.P.
c/o Goldman Sachs & Co. 00 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxxxxxxx |
-- | -- |
$15,000,000.00
|
3.75000000%
|
| Columbia Management, LLC | ||||
|
Aurum CLO 2002-1 Ltd.
c/o Xxxxx Xxx & Farnham Inc. Xxx Xxxxx Xxxxxx Xxxxx 00xx Xxxxx Xxxxxxx, XX 00000-0000 Attn: Xxxxx Xxxxxxx Rhondda Xxxxxxxxxx |
-- | -- |
$4,000,000.00
|
1.00000000%
|
|
Liberty Floating Rate Advantage Fund
c/o Xxxxx Xxx & Farnham Inc. Xxx Xxxxx Xxxxxx Xxxxx 00xx Xxxxx Xxxxxxx, XX 00000 Attn: Rhondda Xxxxxxxxxx |
-- | -- |
$2,000,000.00
|
0.50000000%
|
|
SRF 2000 LLC
c/o Xxxxx Xxx & Xxxxxxx Inc. Xxx Xxxxx Xxxxxx Xxxxx 00xx Xxxxx Xxxxxxx, XX 00000-0000 Attn: SRF 2000 LLC |
-- | -- |
$4,000,000.00
|
1.00000000%
|
|
SRF Trading, Inc.
c/o Xxxxx Xxx & Xxxxxxx Inc. Xxx Xxxxx Xxxxxx Xxxxx 00xx Xxxxx Xxxxxxx, XX 00000-0000 Attn: SRF Trading Inc. |
-- | -- |
$3,000,000.00
|
0.75000000%
|
|
Xxxxx Xxx Floating Rate LLC
c/o Xxxxx Xxx & Farnham Inc. Xxx Xxxxx Xxxxxx Xxxxx 00xx Xxxxx Xxxxxxx, XX 00000-0000 Attn: Rhondda Xxxxxxxxxx |
-- | -- |
$4,000,000.00
|
1.00000000%
|
| Credit Agricole Indosuez
00 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxx Xxxx Xxxxxxxx |
$22,222,222.22
|
3.70370370%
|
$2,777,777.78
|
0.69444445%
|
| Xxxxxx'x Island CDO, Ltd.
Deutsche Bank 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxx Xxxxxx |
-- | -- |
$3,000,000.00
|
0.75000000%
|
| U.A.L. Investors, L.L.C.
c/o Farallon Capital Mgt., LLC Xxx Xxxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxx |
$30,000,000.00
|
5.00000000%
|
$35,000,000.00
|
8.75000000%
|
| Drawbridge Special Opportunities
Fund LP
Fortress Investment Group 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx Xxxxxx Xxxx |
$22,222,222.22
|
3.70370370%
|
$2,777,777.78
|
0.69444445%
|
| Franklin Advisors Inc. | ||||
|
Franklin CLO II, Limited
c/o Franklin Xxxxxxxxx Group 000 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxx Xxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxx |
-- | -- |
$4,000,000.00
|
1.00000000%
|
|
Franklin CLO III, Limited
c/o Franklin Xxxxxxxxx Group Xxx Xxxxxxxx Xxxxxxx Xxxxxxxx 000, 0xx Xxxxx Xxx Xxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxx |
-- | -- |
$3,000,000.00
|
0.75000000%
|
|
Franklin Floating Rate Trust
c/o Franklin Xxxxxxxxx Group 000 Xxxxxxxx Xxxxxx Xxxxxxxxx X.X. Xxx 0000 Xxx Xxxxx, XX 00000 Attn: Xxxxxx Xxxx Xxxxx Xxxxx |
-- | -- |
$3,000,000.00
|
0.75000000%
|
| Special Situations Investing Group,
Inc.
c/o Goldman Sachs 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxxxxxxx |
$15,000,000.00
|
2.50000000%
|
$10,000,000.00
|
2.50000000%
|
| Gulf Stream-Compass CLO 2002-1,
Ltd.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxx Xxxxx |
-- | -- |
$4,000,000.00
|
1.00000000%
|
| HBK Master Fund L.P.
c/o HBK Investments L.P. 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx |
-- | -- |
$25,000,000.00
|
6.25000000%
|
| Riviera Funding LLC
c/o Bank of America N.A. 000 X. Xxxxx Xxxxxx XX0 001 15 01 Xxxxxxxxx, XX 00000 Attn: Xxxx Xxxxx |
-- | -- |
$3,000,000.00
|
0.75000000%
|
| Marathon Asset Management | ||||
|
Desjardins Financial Life Assurance Company
c/o Marathon Asset Management 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxx |
-- | -- |
$2,000,000.00
|
0.50000000%
|
|
Marathon Special Opportunity Master Fund, LTD
c/o Marathon Asset Mgt., LLC 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxx |
-- | -- |
$5,000,000.00
|
1.25000000%
|
| Mariner Investment Group | ||||
|
Caspian Capital Partners, L.P.
000 Xxxxxxxxxx Xxx. Xxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx |
$2,400,000.00
|
0.40000000%
|
$3,600,000.00
|
0.90000000%
|
|
Mariner Opportunities Fund, LP
c/o Mariner Investment Group 000 Xxxxxxxxxx Xxxxxx 0xx Xxxxx Xxxxxxxx, XX 00000 Attn: Xxx Xxxxx |
$1,000,000.00
|
0.16666667%
|
$1,500,000.00
|
0.37500000%
|
|
Mariner Opportunities II, LP
000 Xxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 Attn: Xxx Xxxxx |
$4,000,000.00
|
0.66666667%
|
$6,000,000.00
|
1.50000000%
|
|
Mariner LDC
c/o Mariner Investment Group 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxxxxxx |
$2,400,000.00
|
0.40000000%
|
$3,600,000.00
|
0.90000000%
|
|
Trilogy Portfolio Company, LLC
000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxx Xxxxx |
$3,200,000.00
|
0.53333333%
|
$4,800,000.00
|
1.20000000%
|
| SOF Investments, L.P.
c/o MSD Capital, L.P. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx |
$5,000,000.00
|
0.83333333%
|
$5,000,000.00
|
1.25000000%
|
| Perry Principals, L.L.C.
c/o Perry Capital 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxx Xxxxxx |
$34,285,714.29
|
5.71428572%
|
$5,714,285.71
|
1.42857143%
|
| Regiment Capital, Ltd.
c/o Regiment Capital Advisors, LLC 00 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx |
$42,857,142.86
|
7.14285714%
|
$7,142,857.14
|
1.78571429%
|
| Xxxxx Event Trading Ltd.
c/o Staro Asset Mgt., LLC 0000 Xxxxx Xxxx Xxxxx Xx. Xxxxxxx, XX 00000-0000 Attn: Xxxx Xxxxxxxxx Xxx Xxxxxxxx |
$37,500,000.00
|
6.25000000%
|
$12,500,000.00
|
3.12500000%
|
| Stonehill Institutional Partners,
LP
c/o Stonehill Investment corp. 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxx Xxxxx |
$3,000,000.00
|
0.50000000%
|
$2,000,000.00
|
0.50000000%
|
| Suntrust Bank
000 Xxxxxxxxx Xxxxxx 00xx Floor, Mail Code 3956 Xxxxxxx, XX 00000 Attn: Xxxx Xxxxx |
$3,000,000.00
|
0.50000000%
|
$7,000,000.00
|
1.75000000%
|
| Toronto Dominion (New York), Inc.
000 Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx |
-- | -- |
$10,000,000.00
|
2.50000000%
|
| Watershed Asset Management | ||||
|
Watershed Capital Institutional Partners, L.P.
c/o Watershed Asset Mgt., LLC Xxx Xxxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxx |
$5,993,292.00
|
0.99888200%
|
$22,532,289.00
|
5.63307225%
|
|
Watershed Capital Partners L.P.
c/o Watershed Asset Mgt., LLC Xxx Xxxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxx |
$2,006,708.00
|
0.33445133%
|
$7,544,389.00
|
1.88609725%
|
|
Watershed Capital Partners (Offshore), Ltd.
c/o Watershed Asset Mgt., LLC Xxx Xxxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx Xxxx |
-- | -- |
$7,923,322.00
|
1.98083050%
|
| Totals: | $600,000,000.00 | 100.00% |
$400,000,000.00
|
100.00%
|
