CONSENT AND FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT
Exhibit 4.16
CONSENT AND FIRST AMENDMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT
CONSENT AND FIRST AMENDMENT, dated as of August 4, 2006 (the “Consent and Amendment”), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of February 1, 2006, among UNITED AIR LINES, INC., a Delaware corporation (the “Borrower”), UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the “Parent”), and the direct and indirect domestic subsidiaries of the Parent, other than the Immaterial Subsidiaries, signatory thereto (the “Subsidiaries” and together with the Parent, each a “Guarantor” and collectively the “Guarantors”), JPMORGAN CHASE BANK, N.A., a national banking corporation (“JPMCB”), CITICORP USA, INC., a Delaware corporation (“CITI”), each of the other financial institutions from time to time party hereto (together with JPMCB and CITI, the “Lenders”), JPMCB and CITI, as co-administrative agents (together, the “Agents”) for the Lenders and JPMCB, 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 February 1, 2006 (as heretofore amended, modified or supplemented, and as in effect on the date hereof, the “Credit Agreement”); and
WHEREAS, the Borrower and the Guarantors have requested that, subject to the occurrence of the Effective Date (as hereinafter defined), the Lenders (i) consent to the amendments to the Aircraft Mortgage and the SGR Security Agreement described in Article II hereof and (ii) agree to amend the Credit Agreement as set forth in Article III hereof, 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 after giving effect to this Amendment shall have the same meanings herein.
ARTICLE II. Consents
2. Consents to Modification of Aircraft Mortgage and SGR Security Agreement.
(A) Consent to Amendment to Aircraft Mortgage. The Lenders hereby consent to, and authorize the Collateral Agents to execute, an amendment to the Aircraft Mortgage, substantially in the form of Exhibit A attached hereto, amending Section 2.01(b)(viii) of the Aircraft Mortgage to permit the Borrower to enter into non-consecutive short term leases of Engines or Spare Engines (each as defined in the Aircraft Mortgage) for terms not to exceed nine (9) months.
(B) Consent to Dispositions of Primary Route and Amendment to SGR Security Agreement. Notwithstanding anything to the contrary in Section 5.14(a) of the Credit Agreement, the Lenders hereby (i) consent to the discontinuation of non-stop service between Tokyo, Japan and Hong Kong and the potential loss of such Primary Route as a result thereof (upon the effectiveness of which consent by the Lenders, the Collateral Agents will, pursuant to Section 6(f)(i)(z) of the SGR Security Agreement, consent to the lease of one (1) pair of Primary Foreign Slots at Narita International Airport associated with the service between Tokyo, Japan and Hong Kong, with a term longer than one (1) season, and (ii) consent to, and authorize the Collateral Agents to execute, an amendment to the SGR Security Agreement, substantially in the form of Exhibit B attached hereto, which would, among other things, modify Schedules 4(f) and 4(h) to the SGR Security Agreement.
ARTICLE III. Amendment
3. Amendment to Section 6.08(b)(ii). Section 6.08(b)(ii) of the Credit Agreement is hereby amended by (A) deleting the word “or” appearing at the end of clause (A) thereof and inserting in lieu thereof a comma, (B) deleting the words “pursuant to” appearing in the beginning of clause (B) thereof and inserting in lieu thereof the words “in connection with” and (C) inserting the following new clause (C) at the end of Section 6.08(b)(ii):
“, or (C) in connection with any equity plan, stock plan or management plan in an amount equal to the withholding tax incurred in connection with (i) the vesting of restricted shares issued thereunder, (ii) the exercise of options granted thereunder, or (iii) any other award thereunder;”.
4. Amendment to Section 6.10(l). Section 6.10(l) of the Credit Agreement is hereby amended in its entirety to read as follows:
“advances to officers, directors and employees of the Borrower and the Guarantors in connection with (1) relocation expenses or signing bonuses for newly hired officers, directors or employees of the Borrower and the Guarantors, (2) travel expenses incurred in the ordinary course of business of the Borrower and the Guarantors and (3) pre-vacation payroll advances to the extent required by the collective bargaining agreements of the Borrower and the Guarantors”
5. Amendment to Schedule. Schedule 1.01(c) to the Credit Agreement is hereby replaced in its entirety with revised Schedule 1.01(c) attached hereto as Exhibit C.
ARTICLE IV. Miscellaneous
6. Conditions to Effectiveness. The consents set forth in Article II and the amendment set forth in Article III of this Consent and Amendment shall not become effective until the date (the “Effective Date”) this Consent and Amendment shall have been executed by the Borrower, the Guarantors and Lenders constituting Required Lenders, and each Agent shall have received evidence reasonably satisfactory to it of such execution.
7. 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.
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8. Costs and Expenses. The Borrower agrees that its obligations set forth in Section 10.04 of the Credit Agreement shall extend to the preparation, execution and delivery of this Consent and Amendment.
9. Representations and Warranties. The Borrower represents and warrants to the Lenders, to induce the Lenders to enter into this Consent and Amendment, that no Event of Default or event that with the passage of time would constitute an Event of Default 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 case such representation or warranty was true and correct in all material respects as of such date.
10. References. This Consent and 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 Consent and Amendment.
11. Counterparts. This Consent and 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 or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.
12. Applicable Law. This Consent and Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment to be duly executed as of the day and the year first written.
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BORROWER: |
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UNITED AIR LINES, INC. |
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By: |
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Name: |
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Title: |
Executive Vice President & CFO |
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GUARANTORS: |
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UAL CORPORATION |
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By: |
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Name: |
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Title: |
Executive Vice President & CFO |
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UAL LOYALTY SERVICES, LLC |
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By: |
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Name: |
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Title: |
Vice President and Secretary |
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MILEAGE PLUS HOLDINGS, INC. |
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By: |
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Name: |
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Title: |
Senior Vice President, General Counsel & Secretary |
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MILEAGE PLUS MARKETING, INC. |
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By: |
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Name: |
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Title: |
Senior Vice President, General Counsel & Secretary |
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Signature Pages to Consent and Amendment
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UNITED AVIATION FUELS CORPORATION |
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By: |
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Name: |
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Title: |
Vice President |
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MILEAGE PLUS, INC. |
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By: |
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Name: |
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Title: |
Vice President |
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COVIA LLC |
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By: |
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Name: |
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Title: |
President |
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AIR WIS SERVICES, INC. |
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By: |
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Name: |
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Title: |
President |
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AIR WISCONSIN, INC. |
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By: |
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Name: |
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Title: |
President |
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AMENITI TRAVEL CLUBS, INC. |
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By: |
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Name: |
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Title: |
President |
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JPMORGAN CHASE BANK, N.A., as Collateral Agent and Lender |
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By: |
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Name: |
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Title: |
Vice President |
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CITICORP USA, INC., as Collateral Agent and Lender |
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By: |
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Name: |
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Title: |
Vice President and Director |
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Woolbourne LLC |
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By: |
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Name: |
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Title: |
Authorized Signatory |
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LANDMARK III CDO LD |
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Aladdin Capital Management LLC, as Manager |
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By: |
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Name: |
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Title: |
Director |
LANDMARK V CDO LTD |
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By: |
Aladdin Capital Management LLC, as Manager |
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By: |
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Name: |
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Title: |
Director |
LANDMARK VI CDO LTD |
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By: |
Aladdin Capital Management LLC, as Manager |
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By: |
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Name: |
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Title: |
Director |
LANDMARK VII CDO LTD |
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By: |
Aladdin Capital Management LLC, as Manager |
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By: |
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Name: |
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Title: |
Director |
LANDMARK VIII CDO LTD |
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By: |
Aladdin Capital Management LLC, as Manager |
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By: |
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Name: |
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Title: |
Director |
AMMC CLO III, LIMITED |
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By: |
American Money Management Corp., |
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as Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. Eng |
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Name: |
▇▇▇▇▇▇▇ ▇. Eng |
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Title: |
Senior Vice President |
AMMC CLO IV, LIMITED |
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By: |
American Money Management Corp., |
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as Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. Eng |
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Name: |
▇▇▇▇▇▇▇ ▇. Eng |
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Title: |
Senior Vice President |
AMMC CLO V, LIMITED |
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By: |
American Money Management Corp., |
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as Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. Eng |
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Name: |
▇▇▇▇▇▇▇ ▇. Eng |
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Title: |
Senior Vice President |
AMMC CLO V, LIMITED |
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By: |
American Money Management Corp. |
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as Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. Eng |
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Name: |
▇▇▇▇▇▇▇ ▇. Eng |
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Title: |
Senior Vice President |
great american insurance company |
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By: |
American Money Management Corp., |
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as Portfolio Manager |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. Eng |
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Name: |
▇▇▇▇▇▇▇ ▇. Eng |
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Title: |
Senior Vice President |
great american life insurance company |
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By: |
American Money Management Corp., |
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as Portfolio Manager |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. Eng |
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Name: |
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Title: |
Senior Vice President |
AG ALPHA CREDIT MASTER LTD. |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
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Title: |
COO |
Northwoods Capital VII, LiMited |
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BY: |
▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P. |
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AS Collateral Manager |
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[LENDER] |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
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Title: |
Managing Director |
Northwoods Capital IV, LiMited |
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BY: |
▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P. |
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AS Collateral Manager |
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[LENDER] |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
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Title: |
Managing Director |
NORTHWOODS CAPITAL VI LIMITED |
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BY: |
▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P. |
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AS COLLATERAL MANAGER |
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[LENDER] |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
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Title: |
MANAGING DIRECTOR |
NORTHWOODS CAPITAL V, LIMITED |
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BY: |
▇▇▇▇▇▇, ▇▇▇▇▇▇ & CO., L.P. |
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AS COLLATERAL MANAGER |
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[LENDER] |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
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Title: |
MANAGING DIRECTOR |
Apidos CDO I |
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By its Investment Advisor Apidos Capital Management, |
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LLC |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
Apidos CDO II |
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By its Investment Advisor Apidos Capital Management, |
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LLC |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
Apidos CDO III |
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By its Investment Advisor Apidoes Capital Management, |
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LLC |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD. |
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By: |
Ares Enhanced Loan Management, L.P., |
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Investment Manager |
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By: |
Ares Enhanced Loan GP, LLC |
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Its General Partner |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD |
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By: |
Ares Enhanced Loan Management II, L.P., |
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Investment Manager |
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By: |
Ares Enhanced Loan ▇▇ ▇▇, LLC |
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Its General Partner |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
Ares IX CLO Ltd. |
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By: |
Ares CLO Management IX, L.P., |
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Investment Manager |
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By: |
Ares CLO GP IX, LLC, |
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Its General Partner |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
CONFLUENT 2 LIMITED |
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By: |
Ares Private Account Management I, L.P., as Sub-Manager |
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By: |
Ares Private Account Management I GP, LLC, as General Partner |
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By: |
Ares Management LLC, as Manager |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
Ares VII CLO Ltd. |
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By: |
Ares CLO Management VII, L.P., |
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Investment Manager |
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By: |
Ares CLO GP VII, LLC, |
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Its General Partner |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
Ares VIII CLO Ltd. |
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By: |
Ares CLO Management VIII, L.P., |
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Investment Manager |
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By: |
Ares CLO GP VIII, LLC, |
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Its General Partner |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
Ares VR CLO Ltd. |
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By: |
Ares CLO Management VR, L.P., |
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Investment Manager |
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By: |
Ares CLO GP VR, LLC, |
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Its General Partner |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
Ares VIR CLO Ltd. |
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By: |
Ares CLO Management VIR, L.P., |
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Investment Manager |
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By: |
Ares CLO GP VIR, LLC, |
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Its General Partner |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
Ares X CLO Ltd. |
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By: |
Ares CLO Management X, L.P., |
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Investment Manager |
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By: |
Ares CLO GP X, LLC, |
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Its General Partner |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
Ares IIR CLO Ltd. |
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By: |
Ares CLO Management IIR, L.P., |
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Investment Manager |
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By: |
Ares CLO GP IIR, LLC, |
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Its General Partner |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Vice President |
Avenue CLO Fund, Limited |
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Avenue CLO II, Limited |
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Avenue CLO III, Limited |
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Avenue CLO, IV, Limited |
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Avenue CLO V, Limited |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇’ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇’ ▇▇▇▇▇▇▇ |
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Title: |
Senior Portfolio Manager |
BABSON CLO LTD. 2004-I |
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BABSON CLO LTD. 2004-II |
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BABSON CLO LTD. 2005-I |
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BABSON CLO LTD. 2006-I |
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BABSON CLO LTD. 2005-II |
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By: |
Babson Capital Management LLC as Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
MASSACHUSETTS MUTUAL LIFE |
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INSURANCE COMPANY |
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By: |
Babson Capital Management LLC as Investment Adviser |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ FOUNDATION |
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By: |
Babson Capital Management LLC as Investment Adviser |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
Bank of America, N.A. |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Vice President |
CHAMPION HILLS FUNDING LLC |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Assistant Vice President |
DIAMOND SPRINGS TRADING LLC |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Assistant Vice President |
DUNES FUNDING LLC |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Assistant Vice President |
Grand Central Asset Trust, EAP Series |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Attorney-in-Fact |
Grand Central Asset Trust, ECL Series |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Attorney-in-Fact |
Grand Central Asset Trust, BDC Series |
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By: |
/s/ ▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇ ▇▇▇▇▇ |
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Title: |
Attorney-in-Fact |
Grand Central Asset Trust, HFV Series |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
As attorney in fact |
Grand Central Asset Trust, KMT Series |
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By: |
/s/ ▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇ ▇▇▇▇▇ |
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Title: |
Attorney-in-fact |
Grand Central Asset Trust, PNT Series |
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By: |
/s/ ▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇ ▇▇▇▇▇ |
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Title: |
Attorney-in-fact |
Grand Central Asset Trust, Single Name Series |
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By: |
/s/ ▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇ ▇▇▇▇▇ |
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Title: |
Attorney-in-fact |
Bear ▇▇▇▇▇▇▇ Investment products Inc. |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title: |
vice president |
black diamond clo 2005-1, LTD. |
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By: |
Black Diamond Capital Management, L.L.C., as Its Collateral Manager |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. |
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Title: |
President & Managing Partner Black Diamond Capital Management, L.L.C. |
BLACK DIAMOND CLO 2005-2, LTD. |
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By: |
Black Diamond Capital Management, |
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L.L.C., as Its Collateral Manager |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. |
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Title: |
President & Managing Partner |
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Black Diamond Capital Management, LLC. |
BLACK DIAMOND CLO 2006-1 (CAYMAN), LTD. |
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By: |
Black Diamond Capital Management, |
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L.L.C., as Its Collateral Manager |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. |
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Name: |
▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇. |
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Title: |
President and Managing Partner |
BLACK DIAMOND INTERNATIONAL FUNDING LTD. |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title: |
Director |
TRS 1 LLC |
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By: |
Deutsche Bank trust Company Americas, its Sole Member |
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By: |
DB Services New Jersey, Inc. |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Assistant Vice President |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ |
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Title: |
Vice President |
Boldwater CBNA Loan Funding LLC |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Attorney-in-fact |
Canadian Imperial Bank of Commerce |
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By: |
/s/ ▇▇▇▇ ▇’▇▇▇▇ |
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Name: |
▇▇▇▇ ▇‘▇▇▇▇ |
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Title: |
Authorized Signatory |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: |
Authorized Signatory |
CS ADVISORS CLO I LTD., as a Lender |
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By: |
CapitalSoure Advisors LLC, as Portfolio |
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Manager and attorney-in-fact |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Vice President |
Carlyle High Yield Partners IV, Ltd. |
|||
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[LENDER] |
||
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇ |
|
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Title: |
Managing Director |
Carlyle High Yield Partners VI, Ltd. |
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[LENDER] |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇ |
|
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Title: |
Managing Director |
Carlyle High Yield Partners VII, Ltd. |
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[LENDER] |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇ |
|
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Title: |
Managing Director |
Carlyle Loan Investment, Ltd. |
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[LENDER] |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇ |
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Title: |
Managing Director |
Carlyle Loan Opportunity Fund |
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[LENDER] |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇ |
|
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Title: |
Managing Director |
Carlyle High Yield Partners IX, Ltd. |
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[LENDER] |
||
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇ |
|
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Title: |
Managing Director |
Carlyle High Yield Partners VIII, Ltd. |
|||
|
[LENDER] |
||
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇ |
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Title: |
Managing Director |
[LENDER] OLYMPIC CLO I, LTD |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Title: |
Chief Operating Officer, |
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(Manager) |
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|
Centre Pacific, LLC |
[LENDER] SIERRA CLO I, LTD |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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|
Title: |
Chief Operating Officer, (Manager) Centre Pacific, LLC |
[LENDER] SIERRA CLO II LTD |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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|
Title: |
Chief Operating Officer, (Manager) Centre Pacific, LLC |
[Lender] WHITNEY CLO I, LTD |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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|
Title: |
Chief Operating Officer, (Manager) Centre Pacific, LLC |
WatchTower CLO I PLC |
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By: |
Citadel Limited Partnership, Collateral Manager |
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By: |
Citadel Investment Group, L.L.C., its General Partner |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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|
Title: |
Authorized Signatory |
▇▇▇▇▇▇▇ Capital Ltd. |
|||
|
By: |
Citadel Limited Partnership, Portfolio Manager |
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By: |
Citadel Investment Group, L.L.C., its General Partner |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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|
Name: |
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
Title: |
Director and Associate General Counsel |
AVL Loan Funding LLC |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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|
Title: |
Attorney-in-Fact |
CITBANK, N.A. |
|||
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
Title: |
Attorney-in-Fact |
▇▇▇▇▇▇▇▇▇▇ CBNA Loan Funding LLC |
|||
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|
[LENDER] |
||
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||
|
By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ |
|
|
|
Name: |
▇▇▇▇▇▇▇ ▇▇▇▇ |
|
|
Title: |
Attorney In Fact |
CITICORP USA, INC. |
|||
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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|
Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
Title: |
Attorney-in-Fact |
Hibiscus CBNA Loan Funding LLC, for itself or as |
|||
|
agent for Hibiscus CFPI Loan Funding LLC |
||
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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|
Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
|
Title: |
As attorney in fact |
Rivendell CBNA Loan Funding LLC, for itself |
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or as agent for Rivendell CFPI Loan Funding LLC |
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By: |
/s/ ▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇ ▇▇▇▇▇ |
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Title: |
Attorney-in-fact |
▇.▇. ▇▇▇▇▇▇ Trust Company (Cayman) Limited, as |
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Trustee for TORAJI TRUST, as |
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[Assignee/Participant] |
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By: |
Its Investment Manager, |
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Citigroup Alternative Investments LLC |
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By: |
/s/ ▇▇▇▇ ▇’▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇’▇▇▇▇▇▇▇ |
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Title: |
Vice President |
Eagle Master Fund Ltd. |
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By: |
Citigroup Alternative Investments LLC, |
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as Investment Manager for and on behalf of Eagle |
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Master Fund Ltd. |
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By: |
/s/ ▇▇▇▇ ▇’▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇’▇▇▇▇▇▇▇ |
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Title: |
Vice President |
CITIGROUP FINANCIAL PRODUCT, INC. |
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By: |
/s/ Fofi S Baimba, Jr |
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Name: |
FOFI S BAIMBA, JR |
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Title: |
GLOABAL LOANS SUPPORT SERVICES |
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DEL 2/1 |
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AUTHORIZED SIGNATORY |
CIFC Funding 2006-1, Ltd. |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Chief Credit Officer |
Credit Suisse International |
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By: |
/s/ [ILLEGIBLE] |
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Name: |
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Title: |
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Credit Suisse International |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
VP |
Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO 1, LTD., or an affiliate |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Senior Vice President |
Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Senior Vice President |
Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Senior Vice President |
Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD., or an affiliate |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Senior Vice President |
Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI. LTD., or an affiliate |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Senior Vice President |
Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CREDIT OPPORTUNITY FUND FINANCING, LTD., or an affiliate |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Senior Vice President |
TRS FEINGOLD O’KEEFFE LLC |
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By: |
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, ITS SOLE MEMBER |
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By: |
DB SERVICES NEW JERSEY, INC. |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Assistant Vice President |
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(Print Name and Title) |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ |
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▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ |
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Vice President |
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(Print Name and Title) |
▇▇▇▇▇ STREET CLO I, LTD. |
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By: |
▇▇▇▇▇▇ ▇▇▇▇▇ Capital LLC, As Collateral Manager |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
▇▇▇▇▇ STREET CLO II, LTD. |
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By: |
▇▇▇▇▇▇ ▇▇▇▇▇ Capital LLC, As Collateral Manager |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
▇▇▇ STREET MARKET VALUE CLO I LTD. |
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By: |
▇▇▇▇▇▇ ▇▇▇▇▇ Capital LLC, As Manager |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
Classic Cayman B.D. Limited as Lender |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title: |
Authorized Signatory |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Title: |
Authorized Signatory |
▇▇▇▇▇ ▇▇▇▇▇ CDO VI LTD. |
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By: |
▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT |
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ADVISOR |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ CDO VII PLC |
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By: |
▇▇▇▇▇ ▇▇▇▇▇ Management as Interim Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ CDO VIII, Ltd. |
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By: |
▇▇▇▇▇ ▇▇▇▇▇ Management as Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ Credit Opportunities Fund |
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By: |
▇▇▇▇▇ ▇▇▇▇▇ Management |
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As Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ FLOATING-RATE INCOME TRUST |
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By: |
▇▇▇▇▇ ▇▇▇▇▇ Management |
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as Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND |
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By: |
▇▇▇▇▇ ▇▇▇▇▇ Management |
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as Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ LIMITED DURATION INCOME FUND |
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By: |
▇▇▇▇▇ ▇▇▇▇▇ Management |
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as Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING-RATE TRUST |
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By: |
▇▇▇▇▇ ▇▇▇▇▇ Management |
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as Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ Senior income trust |
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BY: |
▇▇▇▇▇ ▇▇▇▇▇ management as investment advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ short duration diversified income fund |
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BY: |
▇▇▇▇▇ ▇▇▇▇▇ management as investment advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ Variable Leverage Fund Ltd. |
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By: |
▇▇▇▇▇ ▇▇▇▇▇ Management As Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ ▇▇▇▇▇ |
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by: |
▇▇▇▇▇ ▇▇▇▇▇ management as investment advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇▇▇ & co |
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by: |
boston management and research as investment advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
SENIOR DEBT PORTFOLIO |
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By: |
Boston Management and Research |
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as Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇. Page |
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Name: |
▇▇▇▇▇ ▇. Page |
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Title: |
Vice President |
▇▇▇▇▇ Street CLO, LTD |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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Title: |
Director |
Ballyrock CLO II Limited |
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BALLYROCK Investment Advisors LLC, as Collateral Manager |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
Ballyrock CLO III Limited |
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BALLYROCK Investment Advisors LLC, As Collateral Manager |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
Fidelity Advisor Senior II Fidelity Advisor Floating Rate High Income Fund |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
Fidelity Advisor Series II Fidelity Advisor Strategic Income Fund |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
Fidelity Central Investment Portfolio LLC Fidelity Floating Ratio Central Investment Portfolio |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
Fidelity Advisor Series II Fidelity Advisor High Income Fund |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
Fidelity School Street Trust Fidelity Strategic Income Fund |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
Fidelity Summer Street Trust Fidelity Capital & Income Fund |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
[ILLEGIBLE] |
|||
|
[ILLEGIBLE] |
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[ILLEGIBLE] |
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By: |
/s/ [ILLEGIBLE] |
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Name: |
[ILLEGIBLE] |
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Title: |
[ILLEGIBLE] |
[ILLEGIBLE] |
|||
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[ILLEGIBLE] |
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|
[ILLEGIBLE] |
||
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By: |
/s/ [ILLEGIBLE] |
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Name: |
[ILLEGIBLE] |
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Title: |
[ILLEGIBLE] |
Variable Insurance Products Fund IV, VIP Strategic Income |
|||
|
Portfolio |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
Fortress Credit Funding II LP |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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|
Title: |
Chief Operating Officer |
Fortress Credit Funding I LP |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
|
Title: |
Chief Operating Officer |
Fortress Credit Investments I LP |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
|
Title: |
Chief Operating Officer |
Fortress Credit Investments II LP |
|||
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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|
Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
|
Title: |
Chief Operating Officer |
GoldenTree Capital Opportunities, LP |
|||
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By: |
GoldenTree Asset Management, LP |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
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|
Name: |
Authorized Signatory |
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|
Title: |
|
GoldenTree Capital Solutions Fund Financing |
|||
|
By: |
GoldenTree Asset Management, LP |
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|
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
Name: |
Authorized Signatory |
|
|
Title: |
|
GoldenTree Capital Solutions Offshore Fund Financing |
|||
|
By: |
GoldenTree Asset Management, LP |
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|
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
Name: |
Authorized Signatory |
|
|
Title: |
|
GoldenTree Credit Opportunities Financing I, Limited |
|||
|
By: |
GoldenTree Asset Management, LP |
|
|
|
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|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
Name: |
Authorized Signatory |
|
|
Title: |
|
GoldenTree Credit Opportunities Financing II, Limited |
|||
|
By: |
GoldenTree Asset Management, LP |
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
Name: |
Authorized Signatory |
|
|
Title: |
|
GoldenTree High Yield Opportunities II, LP |
|||
|
By: |
GoldenTree Asset Management, LP |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
GoldenTree High Yield Opportunities I, Limited |
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By: |
GoldenTree Asset Management, LP |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
[LENDER] |
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Halcyon Structured Asset Management Long Secured/Short |
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Unsecured CLO I Ltd. |
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By: |
HALCYON STRUCTURED ASSET MANAGEMENT |
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LP., as Collateral Manager |
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By: |
Halcyon Structured Asset Management LLC. Its sole general partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Managing Principal |
[LENDER] |
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Halcyon Structured Asset Management Long Secured/Short |
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Unsecured CLO II Ltd. |
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By: |
HALCYON STRUCTURED ASSET MANAGEMENT |
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LP., as Collateral Manager |
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By: |
Halcyon Structured Asset Management LLC. Its sole general partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Managing Principal |
Emerald Orchard Limited |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇ |
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Title: |
AUTHORIZED SIGNATORY |
Gleneagics CLO, Ltd. |
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By: |
Highland Capital Management, L.P., As Collateral Manager |
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By: |
Strand Advisors, Inc., Its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
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Highland Floating Rate Advantage Fund |
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By: |
/s/ M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Name: |
M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title: |
Treasurer |
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Highland Floating Rate LLC |
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By: |
/s/ M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Name: |
M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title: |
Treasurer |
Highland Loan Funding V Ltd. |
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By: |
Highland Capital Management, L.P. As Collateral Manager |
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By: |
Strand Advisors, Inc., Its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, ▇.▇. |
▇▇▇▇▇▇ CLO, Ltd. |
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By: |
Highland Capital Management, L.P., As Collateral Manager |
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By: |
Strand Advisor, Inc., Its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
Liberty CLO, Ltd. |
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By: |
Highland Capital Management, L.P. |
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As Collateral Manager |
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By: |
Strand Advisors, Inc. Its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant Treasurer |
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Title: |
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
Loan Funding IV LLC |
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By: |
Highland Capital Management, L.P., As Collateral Manager |
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By: |
Strand Advisors, Inc., Its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant Treasurer |
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Title: |
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
Loan Funding VII LLC |
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By: |
Highland Capital Management, L.P., As Collateral Manager |
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By: |
Strand Advisors, Inc., Its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant Treasurer |
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Title: |
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
Red River CLO Ltd |
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By: |
Highland Capital Management, L.P. |
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As Collateral Manager |
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By: |
Strand Advisors, Inc., Its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant Treasurer |
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Title: |
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
ING International (II) - Senior Bank Loans Euro |
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By: |
ING Investment Management Co. |
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as its investment manager |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇, CFA |
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Title: |
Vice President |
ING Investment Management CLO I, Ltd. |
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By: |
ING Investment Management Co., as its investment manager |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇, CFA |
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Title: |
Vice President |
ING Investment Management CLO II, LTD. |
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By: |
ING Alternative Asset Management LLC, as its investment manager |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇, CFA |
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Title: |
Vice President |
[LENDER] ING CAPITAL LLC |
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By: |
/s/ ▇▇▇▇ De La ▇▇▇▇ |
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Name: |
▇▇▇▇ De LA ▇▇▇▇ |
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Title: |
DIRECTOR |
ING PRIME RATE TRUST |
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By: |
ING Investment Management Co. as its investment manager |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇, CFA |
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Title: |
Vice President |
ING SENIOR INCOME FUND |
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By: |
ING Investment Management Co. as its investment manager |
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By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇ |
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Name: |
▇▇▇▇ ▇. ▇▇▇▇, CFA |
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Title: |
Vice President |
AIM FLOATING RATE FUND |
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By: |
INVESCO Senior Secured Management, Inc. As |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
ALZETTE EUROPEAN CLO S.A. |
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By: |
INVESCO Senior Secured Management, Inc, As Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
AVALON CAPITAL LTD. 3 |
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By: |
INVESCO Senior Secured Management, Inc. As Asset Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
BELHURST CLO LTD. |
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By: |
INVESCO Senior Secured Management, Inc. As Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
CHAMPLAIN CLO, LTD. |
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By: |
INVESCO Senior Secured Management, Inc. As Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
CHARTER VIEW PORTFOLIO |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Investment Advisor |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
DIVERSIFIED CREDIT PORTFOLIO LTD. |
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By: |
INVESCO Senior Secured Management, Inc. |
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as Investment Adviser |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
INVESCO EUROPEAN CDO I S.A. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
KATONAH V, LTD. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Investment Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC |
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By: |
INVESCO Senior Secured Management, Inc. As Portfolio Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
MOSELLE CLO S.A. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
NAUTIQUE FUNDING LTD. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
PETRUSSE EUROPEAN CLO S.A. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
SAGAMORE CLO LTD. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
SARATOGA CLO I, LIMITED |
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By: |
INVESCO Senior Secured Management, Inc. |
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As the Asset Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
WASATCH CLO LTD |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Portfolio Manager |
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By: |
/s/ ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ |
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Title: |
Authorized Signatory |
JPMorgan Chase Bank, N.A. |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Vice President |
Rockwall CDO LTD. |
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By: |
Highland Capital Management, L.P. |
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As Collateral Manager |
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By: |
Strand Advisors, Inc., It’s General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Assistant Treasurer |
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|
Strand Advisors, Inc., General Partner of |
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|
Highland Capital Management, L.P. |
LightPoint CLO 2004-1, Ltd. |
|||
|
Premium Loan Trust I, Ltd. |
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|
LightPoint CLO III, Ltd. |
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|
LightPoint CLO IV, Ltd. |
||
|
LightPoint CLO V, Ltd. |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Director |
CONTINENTAL CASUALTY COMPANY |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Title: |
Vice President and Assistant Treasurer |
▇▇▇▇▇▇▇▇ Capital Partners (QP), L.P. |
|||
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Member of General Partner |
▇▇▇▇▇▇▇▇ Master Fund, Ltd. |
|||
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Director |
LENDER: |
|||
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|
CONFLUENT 4 LIMITED, As Lender |
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By: |
▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P., As Sub-Manager |
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By: |
▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Incorporated, Its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
Title: |
Vice President |
IXIS ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND |
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By: |
▇▇▇▇▇▇, ▇▇▇▇▇▇ and Company, L.P. its manager |
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By: |
▇▇▇▇▇▇ ▇▇▇▇▇▇ and Company, Inc. its general partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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|
Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
Title: |
Vice President |
THE ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND II LLC |
|||
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By: |
▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P., Its Managing Member |
|
|
By: |
▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Inc., Its General Partner |
|
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|
|
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
|
Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
Title: |
Vice President |
MACKAY SHORT DURATION ALPHA FUND |
|||
|
By: |
MacKay ▇▇▇▇▇▇▇ LLC |
|
|
Its: |
Investment Advisor |
|
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|
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By: |
/s/ ▇▇▇ ▇▇▇▇▇▇▇ |
|
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|
Name: |
▇▇▇ ▇▇▇▇▇▇▇ |
|
|
Title: |
Sr. Managing Director |
New York Life Insurance Company (Guaranteed Products) |
|||
|
By: |
MacKay ▇▇▇▇▇▇▇ LLC |
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Its: |
Investment Advisor |
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By: |
/s/ ▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Sr. Managing Director |
GANNETT PEAK CLO I, LTD |
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By ▇▇▇▇▇▇▇▇▇ Investment Management, LLC, as Investment Manager |
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. Zam |
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Name: |
▇▇▇▇▇▇▇▇ ▇. Zam |
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Title: |
Vice President |
▇▇▇▇▇▇▇▇▇ LOAN OPPORTUNITY LTD. |
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By ▇▇▇▇▇▇▇▇▇ Investment Management, LLC, as Investment Manager |
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. Zam |
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Name: |
▇▇▇▇▇▇▇▇ ▇. Zam |
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Title: |
Vice President |
WIND RIVER CLO I LTD. |
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By: |
▇▇▇▇▇▇▇▇▇ Investment Management LLC, as Manager |
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. Zam |
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Name: |
▇▇▇▇▇▇▇▇ ▇. Zam |
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Title: |
Vice President |
WIND RIVER CLO II - ▇▇▇▇ INVESTORS, LTD. |
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By: |
▇▇▇▇▇▇▇▇▇ Investment Management, LLC, as Manager |
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. Zam |
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Name: |
▇▇▇▇▇▇▇▇ ▇. Zam |
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Title: |
Vice President |
▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, INC. |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
VICE PRESIDENT |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Authorized Signatory |
NACM CLO I |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Authorized Signatory |
[LENDER] |
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By: |
/s/ |
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Name: |
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Title: |
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OAK HILL CREDIT PARTNERS I, LIMITED |
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By: |
Oak Hill CLO Management I, LLC |
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As Investment Manager |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Authorized Person |
OAK HILL CREDIT PARTNERS II, LIMITED |
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By: |
By: Oak Hill CLO Management II, LLC |
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As Investment Manager |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Authorized Person |
OAK HILL CREDIT PARTNERS III, LIMITED |
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By: |
Oak Hill CLO Management III, LLC |
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As Investment Manager |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Authorized Person |
OAK HILL CREDIT PARTNERS IV, LIMITED |
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By: |
By: Oak Hill CLO Management IV, LLC |
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As Investment Manager |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Authorized Person |
OAK HILL SECURITIES FUND, L.P. |
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By: |
Oak Hill Securities GenPar, L.P. |
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its General Partner |
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By: |
Oak Hill Securities MGP, Inc., |
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its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Vice President |
OAK HILL SECURITIES FUND II, L.P. |
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By: |
Oak Hill Securities GenPar II, L.P. |
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its General Partner |
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By: |
Oak Hill Securities MGP II, Inc., |
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its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Vice President |
OAK HILL CREDIT ALPHA FUND, L.P. |
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(OFFSHORE), LTD. |
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By: |
Oak Hill Credit Alpha GenPar, L.P. |
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its General Partner |
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By: |
Oak Hill Credit Alpha MGP, LLC, |
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its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Vice President |
OAK HILL CREDIT ALPHA FUND |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Vice President |
OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD. |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Authorized Person |
Österreichische |
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[LENDER] |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ |
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Title: |
Director |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Manager |
Fairway Loan Funding Company |
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By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ ▇▇▇▇▇▇ Y. D. ▇▇▇ |
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Name: |
▇▇▇▇▇▇ Y. D. Ong |
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Title: |
Senior Vice President |
Global Enhanced Loan Fund S.A. |
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By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ ▇▇▇▇▇▇ Y. D. ▇▇▇ |
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Name: |
▇▇▇▇▇▇ Y. D. Ong |
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Title: |
Senior Vice President |
Loan Funding III LLC |
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By: |
Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ ▇▇▇▇▇▇ Y. D. ▇▇▇ |
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Name: |
▇▇▇▇▇▇ Y. D. Ong |
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Title: |
Senior Vice President |
PIMCO Floating Rate Income Fund |
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By: |
Pacific Investment Management Company LLC, |
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By: |
/s/ ▇▇▇▇▇▇ Y. D. ▇▇▇ |
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Name: |
▇▇▇▇▇▇ Y. D. Ong |
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Title: |
Senior Vice President |
PIMCO Floating Rate Strategy Fund |
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By: |
Pacific Investment Management Company LLC, |
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By: |
/s/ ▇▇▇▇▇▇ Y. D. ▇▇▇ |
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Name: |
▇▇▇▇▇▇ Y. D. Ong |
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Title: |
Senior Vice President |
Southport CLO, Limited |
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By: |
Pacific Investment Management Company LLC, |
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By: |
/s/ ▇▇▇▇▇▇ Y. D. ▇▇▇ |
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Name: |
▇▇▇▇▇▇ Y. D. Ong |
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Title: |
Senior Vice President |
Waveland — INGOTS, LTD. |
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By: |
Pacific Investment Management Company LLC, |
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By: |
/s/ ▇▇▇▇▇▇ Y. D. ▇▇▇ |
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Name: |
▇▇▇▇▇▇ Y. D. Ong |
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Title: |
Senior Vice President |
Wrigley CDO, Ltd |
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By: |
Pacific Investment Management Company LLC, |
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By: |
/s/ ▇▇▇▇▇▇ Y. D. ▇▇▇ |
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Name: |
▇▇▇▇▇▇ Y. D. Ong |
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Title: |
Senior Vice President |
WATERVILLE FUNDING LLC |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Assistant Vice President |
Raven Credit Opportunities Master Fund, Ltd. |
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By: |
Raven Asset Management, LLC |
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as Investment Advisor |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
CFO/COO |
Sankaty Advisors, LLC as Collateral |
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Manager for ▇▇▇▇▇ POINT CLO, |
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LTD., as Term Lender |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
Sankaty Advisors, LLC as Collateral |
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Manager for Castle Hill III CLO, |
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Limited, as Term Lender |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
Sankaty Advisors, LLC as Collateral |
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Manager for Castle Hill II – |
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INGOTS, Ltd., as Term Lender |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
Sankaty Advisors, LLC as Collateral |
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Manager for Castle Hill I- |
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INGOTS, Ltd., as Term Lender |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
Chatham Light II CLO, Limited, by |
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Sankaty Advisors LLC, as Collateral |
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Manager |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
HARBOUR TOWN FUNDING LLC |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Assistant Vice President |
Katonah III, Ltd. by Sankaty |
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Advisors LLC as Sub-Advisors |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
Katonah IV, Ltd. by Sankaty |
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Advisors, LLC as Sub-Advisors |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
LONG LANE MASTER TRUST IV |
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
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Title: |
Authorized Agent |
[LENDER] ▇▇▇▇ POINT |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Executive Vice President |
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Sankaty Advisors, LLC as Collateral |
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Manager for Race Point III, CLO |
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Ltd. as Term Lender |
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By: |
/s/ [ILLEGIBLE] |
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Name: |
▇▇▇▇▇▇▇ [ILLEGIBLE] |
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Title: |
Executive [ILLEGIBLE] |
SCOTIABANK (IRELAND) LIMITED |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
MANAGER, AUTHORIZED SIGNATORY |
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Date: 08/11/06 |
SPF CDO I, LLC |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Authorized Signatory |
[LENDER] |
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Sowood Alpha Fund LP |
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By: Sowood Associates LP |
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Its General Partner |
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By: Sowood Associates LLC |
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Its General Partner |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Member |
[LENDER] |
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Sowood Alpha Fund Ltd. |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Director |
THE ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND, LLC |
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By |
▇▇▇▇▇▇ ▇▇▇▇▇▇ and Company, L.P. |
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its manager |
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By: |
▇▇▇▇▇▇ ▇▇▇▇▇▇ and Company, Inc. |
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its general partner |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Title: |
Vice President |
Celebrity CLO Limited |
|||
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By: |
TCW Advisors, Inc., |
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as Agent |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇ |
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Title: |
VICE PRESIDENT |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
VICE PRESIDENT |
FIRST 2004-I CLO, LTD. |
|||
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By: |
TCW Advisors, Inc., |
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its Collateral Manager |
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FIRST 2004-II CLO, LTD. |
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its Collateral Manager |
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a wholly owned subsidiary of Citibank, N.A. |
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TCW Advisors, Inc., |
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as Portfolio Manager of Loan Funding I LLC |
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VICE PRESIDENT |
TCW SELECT LOAN FUND, LIMITED |
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By: TCW Advisors, Inc. as its |
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VICE PRESIDENT |
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By: TCW Advisors, Inc. as its |
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SCOTT WHALEN |
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VICE PRESIDENT |
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STEPHEN SUO |
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VICE PRESIDENT |
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SCOTT WHALEN |
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VICE PRESIDENT |
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By: Wilmington Trust Company |
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/s/ Rachel L. Simpson |
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Rachel L. Simpson |
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Sr. Financial Services Officer |
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Portfolio Manager |
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/s/ Stephen Suo |
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Stephen Suo |
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Vice President |
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/s/ Scott Whalen |
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SCOTT WHALEN |
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VICE PRESIDENT |
Spiret IV Loan Trust 2003-B |
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Wilmington Trust Company |
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not in its individual capacity but solely as trustee |
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/s/ Rachel L. Simpson |
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Rachel L. Simpson |
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Sr. Financial Services Officer |
UBS AG, Stamford Branch |
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/s/ Douglas Gervolino |
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Associate Director Banking Products Services, US |
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/s/ Louis Fistecchia |
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Louis Fistecchia |
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Title: |
Director Banking Products Services, US |
Atlas Loan Funding (Navigator), LLC |
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Atlas Capital Funding, Ltd. |
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Structured Asset Investors, LLC |
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Its Investment Manager |
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/s/ Diana M. Himes |
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Diana M. Himes |
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Associate |
Atlas Loan Funding 2, LLC |
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Atlas Capital Funding, Ltd. |
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Structured Asset Investors, LLC |
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Its Investment Management |
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By: |
/s/ Diana M. Himes |
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Diana M. Himes |
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Associate |
WB Loan Funding 2, LLC |
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By: |
/s/ Diana M. Himes |
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Diana M. Himes |
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Associate |
WB Loan Funding 4, LLC |
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/s/ Diana M. Himes |
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Diana M. Himes |
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Associate |
WB Loan Funding 5, LLC |
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By: |
/s/ Diana M. Himes |
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Diana M. Himes |
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Associate |
ARCHIMEDES FUNDING IV (CAYMAN), LTD. |
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West Gate Horizons Advisors LLC, as Collateral Manager |
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By: |
/s/ Steve Gorski |
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Name: |
Steve Gorski |
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Senior Credit Analyst |
ENDURANCE CLO I, LTD. |
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West Gate Horizons Advisors LLC, as Collateral Manager |
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By: |
/s/ Steve Gorski |
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Name: |
Steve Gorski |
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Senior Credit Analyst |
WG HORIZONS CLO I |
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West Gate Horizons Advisors LLC, As Manager |
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By: |
/s/ Steve Gorski |
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Name: |
Steve Gorski |
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Senior Credit Analyst |
UAL LEVERED INVESTORS TRUST |
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By: |
Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated February 7, 2006 |
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By: |
/s/ Joseph B. Fell |
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Name: |
Joseph B. Fell |
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Title: |
Assistant Vice President |
Exhibit A
to Consent and
First Amendment
FORM OF AMENDMENT TO AIRCRAFT MORTGAGE
FIRST AMENDMENT TO AIRCRAFT, SPARE ENGINES
AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
FIRST AMENDMENT, dated as of August , 2006, TO AIRCRAFT, SPARE ENGINES AND SPARE PARTS MORTGAGE AND SECURITY AGREEMENT dated as of February 1, 2006 (this “Mortgage Amendment”) made by UNITED AIR LINES, INC., a Delaware corporation (the “Grantor”), in favor of JPMORGAN CHASE BANK, N.A. and CITICORP USA, INC., acting as co-collateral agents (together, the “Collateral Agent”).
W I T N E S S E T H
WHEREAS, the Grantor and the Collateral Agent entered into that certain Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement, dated as of February 1, 2006 (as heretofore amended, restated, extended, supplemented or otherwise modified in writing from time to time, herein called the “Mortgage”; capitalized terms used herein but not defined shall have the meaning ascribed to them in the Mortgage) in order to secure the Obligations of the Grantor under that certain Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 1, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, herein called the “Credit Agreement”), among the Grantor, UAL Corporation, a Delaware corporation and the parent company of the Grantor (the “Parent”) and the direct and indirect domestic subsidiaries of the Parent (other than the Immaterial Subsidiaries) signatory thereto (the “Subsidiaries” and together with the Parent, each a “Guarantor” and collectively the “Guarantors”), JPMorgan Chase Bank, N.A., a national banking corporation (“JPMCB”), Citicorp USA, Inc., a Delaware corporation (“CITI”), each of the other financial institutions from time to time party thereto (together with JPMCB and CITI, the “Lenders”), JPMCB and CITI, as co-administrative agents (together, the “Agents”) for the Lenders and JPMCB as paying agent (in such capacity, the “Paying Agent”) for the Lenders;
WHEREAS, the Mortgage was recorded by the Federal Aviation Administration Registry along with the Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement Supplement No. 1 (“Mortgage Supplement No. 1”) as one instrument on March 1, 2006 as Conveyance No. HK028965;
WHEREAS, the Mortgage was previously supplemented by the Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement Supplement No. 2, dated , 2006, executed by Grantor, recorded by the Federal Aviation Administration Registry on , 2006 and assigned Conveyance No. ; [Insert relevant Cape Town filing
information.]
WHEREAS, the Mortgage was previously supplemented by the Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement Supplement No. 3, dated , 2006, executed by Grantor, recorded by the Federal Aviation Administration Registry on , 2006, as Conveyance No. ; [Insert relevant Cape Town filing information.]
WHEREAS, a listing of the Airframes, Engines, Spare Engines and Spare Parts Locations currently subject to the Mortgage is attached as Exhibit 1 to this Mortgage Amendment;
WHEREAS, the parties to the Credit Agreement have entered into that certain Consent and First Amendment to Revolving Credit, Term Loan and Guaranty Agreement dated as of August , 2006 (the “Consent and Amendment”), which Consent and Amendment will, among other things, replace Schedule 1.01(c) to the Credit Agreement; and
WHEREAS, in connection with the execution of the Consent and Amendment, the Grantor and the Collateral Agent have agreed that the Mortgage 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. Amendment to Section 2.01(b). Section 2.01(b) of the Mortgage is hereby amended by deleting the words “120 days” appearing at the beginning of Section 2.01(b)(viii) thereof and inserting in lieu thereof the words “nine (9) months”.
2. Conditions to Amendment Effectiveness. The amendments set forth in this Mortgage Amendment shall not become effective until the date and time at which this Mortgage Amendment is filed for recordation with the Federal Aviation Administration Aircraft Registry.
3. Costs and Expenses. The Grantor agrees that its obligations set forth in Section 10.04 of the Credit Agreement shall extend to the preparation, execution and delivery of this Mortgage Amendment, including the reasonable fees and disbursements of special counsel to the Agents (as defined in the Credit Agreement).
4. Representations and Warranties. The Grantor represents and warrants to the Collateral Agent, to induce the Collateral Agent to enter into this Mortgage Amendment, that each of the representations, warranties and covenants made by the Grantor in the Mortgage 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 case such representation or warranty was true and correct in all material respects as of such date.
5. References. This Mortgage 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 Mortgage or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Collateral Agent may now have or have in the future under or in connection with the Mortgage or any of the instruments or agreements referred to therein. Whenever the Mortgage is referred to in the Mortgage, 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 Mortgage as modified by this Mortgage Amendment.
6. Counterparts. This Mortgage 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 or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.
7. Applicable Law. This Mortgage Amendment shall be governed by, and construed in accordance with, the laws of the State of New York to the full extent provided in Section 6.05 of the Mortgage.
8. Construction. This Mortgage Amendment shall be construed as supplemental to the Mortgage and shall form a part thereof, and the Mortgage is hereby incorporated by reference herein and is hereby ratified, approved and confirmed.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the Grantor and the Collateral Agent have caused this Amendment to Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement to be duly executed by their respective officers thereunto duly authorized.
[Signatures intentionally omitted in Exhibit A to Consent and Amendment]
Exhibit 1 to
Mortgage Amendment
DESCRIPTION OF AIRFRAMES, ENGINES,
SPARE ENGINES AND SPARE PARTS LOCATIONS
[Exhibit intentionally omitted in Exhibit A to Consent and Amendment]
Exhibit B
to Consent and
First Amendment
FORM OF AMENDMENT
TO SGR SECURITY AGREEMENT
FIRST AMENDMENT
TO SLOT, GATE AND ROUTE
SECURITY AND PLEDGE AGREEMENT
FIRST AMENDMENT, dated as of August 4, 2006 (the “Amendment”), to the SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT (as heretofore amended and as the same may be further amended, modified or supplemented, the “SGR Security Agreement”), dated as of February 1, 2006, made by UNITED AIR LINES, INC. (“United”), a Delaware corporation (the “Grantor”), to JPMORGAN CHASE BANK, N.A. and CITICORP USA, INC., acting as co-collateral agents (together, the “Collateral Agent”).
W I T N E S S E T H:
WHEREAS, the Grantor entered into a Revolving Credit, Term Loan and Guaranty Agreement, dated as of February 1, 2006 (as hereto amended and as the same may be further amended, modified or supplemented, the “Credit Agreement”) among the Borrower, the Guarantors party thereto, the Collateral Agent and the Lenders from time to time party thereto; and
WHEREAS, unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein; and
WHEREAS, the Borrower has requested that an amendment to the Credit Agreement be effected pursuant to a Consent and First Amendment (the “Consent and Amendment”) to the Credit Agreement, and the Grantor has requested that an amendment be made to the SGR Security Agreement pursuant to this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Schedule 4(h) to the SGR Security Agreement is hereby replaced in its entirety with Schedule I attached hereto.
2. Section 6(f) of the SGR Security Agreement is hereby amended by deleting the words “Section 6.06” in the eighth line thereof and inserting in lieu thereof the words “Section 6.11”.
3. This Amendment shall not become effective until the later of (a) the date on which this Amendment shall have been executed by the Grantor and each Collateral Agent and each Collateral Agent shall have received evidence satisfactory to it of such execution and (b) the date on which each Collateral Agent shall have received evidence reasonably satisfactory to it that the Effective Date (as defined in the Consent and Amendment) shall have occurred.
4. Except to the extent hereby amended, the SGR Security Agreement remains in full force and effect and is hereby ratified and affirmed.
5. The Borrower agrees that its obligations set forth in Section 10.04 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 under the Credit Agreement.
6. 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 SGR Security Agreement, (b) to prejudice any right or rights which the Collateral Agent or the Lenders may now have or have in the future under or in connection with the SGR Security Agreement, the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the SGR Security Agreement is referred to in the SGR Security 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 SGR Security Agreement as modified by this Amendment.
7. 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 or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes.
8. 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 Amendment to be duly executed as of the day and the year first written.
[Signature pages intentionally omitted in Exhibit B to Consent and Amendment]
SCHEDULE I TO
AMENDMENT
Schedule 4(h)
Primary Routes
[Schedule intentionally omitted in Exhibit B to Consent and Amendment]
Exhibit C
to Consent and
First Amendment
SCHEDULE 1.01(C) TO CREDIT AGREEMENT
PRIMARY ROUTES
1. All of United’s right and authority as of February 1, 2006 to (y) operate scheduled foreign air transportation of persons, property and mail under the terms of the certificate of public convenience and necessity for Route 603 issued to United by the United States Department of Transportation pursuant to 49 USC Section 41102 (i) between the United States and any point in the United Kingdom (excluding between New York, New York and London, England), and (ii) beyond the United Kingdom on a fifth-freedom basis; and (z) be designated to (i) serve London’s Heathrow Airport (“LHR”) pursuant to Annex 1, Section 7 of the Air Services Agreement of 1977 between the United States and the United Kingdom (the “U.K. ASA”), and (ii) serve U.S. Route 2 (Round the World Combination Air Service) described in Annex 1, Section 1 of the U.K. ASA.
2. All of United’s right and authority as of February 1, 2006 to (y) operate scheduled foreign air transportation of persons, property and mail under the terms of the certificate of public convenience and necessity for Route 130 issued to United by the United States Department of Transportation pursuant to 49 USC Section 41102 (i) between the United States and any point in Japan, and (ii) beyond Japan on a fifth-freedom basis; and (z) be designated as a “U.S. incumbent combination carrier” under Part I, Section A of the Memorandum of Understanding concluded in 1998 between Japan and the United States amending the Air Services Agreement of 1952 between Japan and the United States.
3. All of United’s right and authority as of February 1, 2006 to (x) operate scheduled foreign air transportation of persons, property and mail under the terms of the certificate of public convenience and necessity for Route 246 issued to United by the United States Department of Transportation pursuant to 49 USC Section 41102 (i) between points in the United States and certain named points in the People’s Republic of China (Beijing, Shanghai and Guangzhou); (y) be designated as a U.S. carrier under Article 3, section 1, of the Air Services Agreement between the United States and the People’s Republic of China of 1980, as amended, (“PRC ASA”) for service on United States Route A of Annex I of the PRC ASA; and (z) the frequencies allocated to United by the United States Department of Transportation in its Orders 04-7-23 (July 23, 2004), 01-1-6 (January 10, 2001); 99-8-9 (August 16, 1999); and Notice of Action Taken, Docket OST-96-1915 (November 13, 1998) pursuant to Annex V of the PRC ASA for services between the United States and the People’s Republic of China.
4. All of United’s right and authority as of February 1, 2006 to (x) operate scheduled foreign air transportation services of persons, property and mail under the terms of the certificate of public convenience and necessity for Route 130 issued to United by the United States Department of Transportation pursuant to 49 USC Section 41102 between the United States and
Hong Kong and (y) the combination service frequencies allocated to United by the United States Department of Transportation under the 1997 Air Services Agreement between the United States and the Hong Kong Special Administrative Region of the People’s Republic of China, as amended (“Hong Kong ASA”), Annex, Appendix 1, United States Route 1: Combination Air Services, and United States Department of Transportation Order 85-11-67 (December 1, 1985) to operate services, on a fifth-freedom basis, between Hong Kong and Singapore.