Tenth Amendment, Waiver, and Consent to Revolving Credit, Term Loan and Guaranty Agreement among United Air Lines, UAL Corporation, Subsidiaries, and Lenders

EX-4.24 4 dipten.htm FIRST AMENDMENT WAIVER, CONSENT AND TENTH AMENDMENT
TO REVOLVING CREDIT, TERM LOAN AND
GUARANTY AGREEMENT

                    WAIVER, CONSENT AND TENTH AMENDMENT, dated as of January 26, 2005 (the "Amendment"), to the REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of December 24, 2002, among UNITED AIR LINES, INC., a Delaware corporation (the "Borrower"), a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the "Parent") and all of the direct and indirect subsidiaries of the Borrower and the Parent signatory thereto (the "Subsidiaries" and together with the Parent, each a "Guarantor" and collectively the "Guarantors"), each of which Guarantors referred to in this paragraph is a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national banking corporation ("JPMCB"), CITICORP USA, INC., a Delaware corporation ("CUSA"), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation ("CIT Group"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GECC"), each of the other financial institutions from time to time party hereto (together with JPMCB, CUSA, CIT Group and GECC, the "Lenders"), JPMORGAN CHASE BANK, N.A. and CUSA, as co-administrative agents (together, the "Agents") for the Lenders and JPMORGAN CHASE BANK, N.A., as paying agent (in such capacity, the "Paying Agent") for the Lenders.

W I T N E S S E T H:

            WHEREAS, the Borrower, the Guarantors, the Lenders, the Paying Agent and the Agents are parties to that certain Revolving Credit, Term Loan and Guaranty Agreement, dated as of December 24, 2002 (as heretofore amended, modified or supplemented, and as in effect on the date hereof, the "Credit Agreement");

            WHEREAS, the Borrower and the Guarantors have requested that from and after the (i) Waiver and Consent Effective Date (as hereinafter defined), the Lenders agree to (A) waive the anticipated and historical Events of Default described in Article II hereof, (B) consent to the modifications to the corporate structure and ownership of UAL Loyalty Services, Inc. described in Article III hereof and the amendments to the Loan Documents necessary in connection with such modifications and (C) amend certain financial covenants as set forth in Paragraph 11(A) of this Amendment and (ii) Amendment Effective Date (as hereinafter defined), the Credit Agreement be amended as set forth in Article IV (other than the amendments set forth in Paragraph 11(A) of this Amendment) hereof to provide, among other things, that the Maturity Date of the Credit Agreement be extended to September 30, 2005, that the rates of interest under the Credit Agreement be reduced, certain financial covenants be amended and that the Credit Agreement be otherwise amended as set forth herein, all subject to and upon the terms and conditions set forth herein;

            NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I.  Definitions

          1.            As used herein, all terms that are defined in the Credit Agreement shall have the same meanings herein.

ARTICLE II.  Waivers

2.           Waiver.  The Lenders hereby waive any Events of Default that might occur or have occurred as a result of (i) the Borrower's and the Guarantors' anticipated failure to comply with the cumulative consolidated EBITDAR covenant in Section 6.05 of the Credit Agreement for the twelve-month period ending January 31, 2005, (ii) the Borrower's and the Guarantors' failure to provide a copy of the notice required pursuant to Section 5.01(j) of the Credit Agreement regarding the Borrower's and its ERISA Affiliates' nonpayment in September and October 2004 of funding obligations in connection with certain Plans, (iii) the Borrower's failure to satisfy the condition that no Event of Default shall have occurred and be continuing at the time of a continuation of a Eurodollar Loan insofar as the Events of Default described in the preceding clause (ii) had occurred and were continuing at the time any Eurodollar Loans may have been continued and (iv) the Borrower's and the Guarantors' failure to provide written notice required pursuant to Section 5.05 of the Credit Agreement as a result of the Events of Default described in clauses (ii) and (iii) of this paragraph.

ARTICLE III.  Consents

 3.             Consents and Modification of Security and Pledge Agreement.

        (A)        The Lenders hereby consent to (i) the contribution by the Parent of its equity interest in UAL Loyalty Services, Inc. to the Borrower, (ii) the conversion of UAL Loyalty Services, Inc. from a Delaware corporation to a Delaware limited liability company named UAL Loyalty Services, LLC and (iii) the replacement in their entireties of (a) Schedule 1.01(a)¹ to the Credit Agreement with a new Schedule in the form attached hereto as Exhibit A and (b) Schedule 3.07² to the Credit Agreement with a new Schedule in the form attached hereto as Exhibit B.

        (B)        Upon the effectiveness of the consents granted in Paragraph 3(A) of this Amendment and the conversion described in clause (ii) of the Paragraph 3(A) of this Amendment, the Lenders further consent to (i) the replacement in their entireties of (a) Schedule 3.06³ to the Credit Agreement with a new Schedule in the form attached hereto as Exhibit C, (b) Schedule 1(l)⁴ to the Security and Pledge Agreement with a new Schedule in the form attached hereto as Exhibit D and (c) Schedule 4(b)⁵ to the Security and Pledge Agreement with a new Schedule in the form attached hereto as Exhibit E and (ii) the deemed amendment of the first sentence of Section 4(b) of the Security and Pledge Agreement to reflect such conversion.

        (C)        Upon the effectiveness of the consents granted in Paragraph 3(A) of this Amendment and the conversion described in clause (ii) of the Paragraph 3(A) of this Amendment, the Lenders further consent to following modifications to the Security and Pledge Agreement to reflect such conversion: (i) the first sentence of Section 4(b) of the Security and Pledge Agreement shall be deemed amended by adding the language ", other than that UAL Loyalty Services, Inc. has been renamed UAL Loyalty Services, LLC" immediately prior to the period appearing at the end thereof and (ii) the proviso appearing in Section 4(e) of the Security and Pledge Agreement shall be deemed deleted in its entirety and replaced with the following new proviso: "provided that the Grantors do not represent or warrant that the Pledged Shares representing ownership interests in (i) Covia LLC, (ii) UAL Loyalty Services, LLCand (iii) corporations or other entities incorporated or formed in Guam, Bermuda and Mexico are fully paid and non-assessable."
__________________________________________________________________________________
¹To reflect removal of IAM liens on "Excluded Flight Simulators" schedule.
²To reflect removal of IAM liens on "Existing Liens" schedule.
³To reflect contribution and conversion of ULS on "Subsidiaries" schedule.
⁴To reflect contribution and conversion of ULS on "Pledged Shares" schedule.
⁵To reflect contribution and conversion of ULS on "Grantor Legal Names, Jurisdictions and ID Numbers" schedule.
 
 

ARTICLE IV. Amendments

        4.      Amendment to First Paragraph.  The first paragraph of the Credit Agreement is hereby deleted in its entirety and replaced with the following new paragraph:

            REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of December 24, 2002, among UNITED AIR LINES, INC., a Delaware corporation (the "Borrower"), a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, UAL CORPORATION, a Delaware corporation and the parent company of the Borrower (the "Parent") and all of the direct and indirect subsidiaries of the Borrower and the Parent signatory hereto (the "Subsidiaries" and together with the Parent, each a "Guarantor" and collectively the "Guarantors"), each of which Guarantors referred to in this paragraph is a debtor and a debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrower and the Guarantors, each a "Case" and collectively, the "Cases"), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national banking corporation ("JPMorgan Chase"), CITICORP USA, INC., a Delaware corporation ("CUSA"), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA), a national banking corporation ("Bank One"), THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation ("CIT Group"), each of the other financial institutions from time to time party hereto (together with JPMorgan Chase, CUSA, Bank One and CIT Group, the "Lenders"), JPMORGAN CHASE and CUSA, as co-administrative agents (together, the "Agents") for the Lenders and JPMORGAN CHASE, as paying agent (in such capacity, the "Paying Agent") for the Lenders.
5.        Amendments to Section 1.01. Section 1.01 of the Credit Agreement is hereby amended by:

                 (A)        deleting the definition of each of the following terms: "Collateral Documents", "EBITDAR", "Maturity Date" and "Orders", appearing therein, and inserting the following new definitions in appropriate alphabetical order:

"Collateral Documents" shall mean, collectively, the Security and Pledge Agreement, the Aircraft Mortgage (including, without limitation, any Mortgage Supplement), the SGR Security Agreement, the Mortgage Amendment, Mortgage Amendment No. 2, Mortgage Amendment No. 3 and other agreements, instruments or documents that create or purport to create a Lien in favor of the Collateral Agent for the benefit of the Lenders.
 
"EBITDAR" shall mean, for any period, all as determined in accordance with GAAP, the consolidated net income (or net loss) of the Parent and its Subsidiaries for such period, plus (a) the sum of (i) depreciation expense; (ii) amortization expense; (iii) other non-cash charges; (iv) consolidated federal, state and local income tax expense; (v) gross interest expense for such period less gross interest income for such period; (vi) (A) aircraft rent expense, (B) a one-time rent expense in an amount not in excess of $44,000,000 paid in 2004 in connection with a settlement of the dispute relating to the Chicago O'Hare municipal bond transaction relating to the out-of-period portion (relating to 2004) of such rent expense, (C) a one-time rent expense in an amount not in excess of $24,000,000 paid in 2005 in connection with the settlement of the dispute described in the preceding clause (a)(vi)(B) relating to the out-of-period portion (relating to 2005) of such rent expense and (D) a one-time rent expense in an amount not in excess of $8,800,000 paid in 2005 in connection with a settlement of the dispute relating to the San Francisco municipal bond transaction relating to the out-of-period portion (relating to 2005) of such rent expense; (vii) extraordinary losses; (viii) any non-recurring charge or restructuring charge; (ix) the cumulative effect (whether positive or negative) of any change in accounting principles; (x) any Fees paid by the Borrower and not otherwise added back to consolidated net income (or net loss) pursuant to any of the foregoing clauses of this definition; (xi) the difference (whether positive or negative) between the cash paid by Chase Manhattan Bank USA (formerly known as Bank One Delaware, NA) during such period pursuant to its "Annual Guaranteed Miles Purchased" (as defined in that certain Co-Branded Card Marketing Services Agreement, dated July 1, 2001, as heretofore amended, among Chase Manhattan Bank USA (formerly known as Bank One Delaware, NA), Parent, the Borrower and UAL Loyalty Services, Inc.) and the amount of the revenue recorded during such period on account of the miles so purchased by Bank One pursuant to such agreement during such period and prior periods; (xii) for the period commencing on the first fiscal month period ending on September 30, 2004 and ending on the fiscal month period ending on January 31, 2005, in the event that the average price of fuel during any fiscal month period exceeds the price of fuel reflected in the updated business plan delivered by the Borrower to the Agents on July 13, 2004 for such fiscal month period, the amount (not to exceed $20,000,000 for such fiscal month period) by which Borrower's expenditures for fuel for such fiscal month period exceeds the Borrower's projected expenditures for fuel for such fiscal month period in such business plan; (xiii) for the period commencing on the first fiscal month period ending on February 28, 2005, in the event that the average price of fuel during any fiscal month period exceeds the price of fuel reflected in the updated business plan delivered by the Borrower to the Agents on January 25, 2005 for such fiscal month period, the amount (not to exceed $20,000,000 for such fiscal month period) by which Borrower's expenditures for fuel for such fiscal month period exceeds the Borrower's projected expenditures for fuel for such fiscal month period in such business plan; and (xiv) if, prior to April 30, 2005, United has entered into a final agreement under which the services provided by Air Wisconsin Airlines Corporation as of January 25, 2005 shall be provided by a replacement carrier or carriers on forward-looking terms more favorable than the terms of the Air Wisconsin Airlines Corporation service arrangement existing on January 25, 2005 and as incorporated into the Borrower's business plan delivered to the Agents on January 25, 2005, a one time expense in an amount not in excess of $84,000,000 incurred as a result of Air Wisconsin Airlines Corporation's replacement, less (b) extraordinary gains (including, without limitation, cash or other one time gains in connection with a replacement of Air Wisconsin in accordance with clause (a)(xiv) above) plus or minus (c) the amount of cash received or expended in such period in respect of any amount which, under clause (a)(viii) above, was taken into account in determining EBITDAR for such or any prior period, provided, however, that (X) a one-time amount not in excess of $50,000,000 paid in respect of the Chicago O'Hare municipal bond transaction relating to the out-of-period portion (relating to 2003) of rent expense, and a one-time amount not in excess of $50,000,000 so paid relating to the out-of-period portion (relating to 2004) of such rent expense and (Y) a one-time amount not in excess of $9,000,000 paid in respect of the San Francisco municipal bond transaction relating to the out-of-period portion (relating to 2003) of rent expense, and a one-time amount not in excess of $9,000,000 so paid relating to the out-of-period portion (relating to 2004) of such rent expense, shall not be so deducted for purposes of this clause (c).
 
"Maturity Date" shall mean September 30, 2005.
 
"Orders" shall mean the Interim Order and the Final Order of the Bankruptcy Court referred to in Sections 4.01(b) and 4.02(d) and the Seventh Amendment Order, the Eighth Amendment Order and the Tenth Amendment Order.

                    (B)            inserting the following new definitions of the terms "Mortgage Amendment No. 3" and "Tenth Amendment Order" in appropriate alphabetical order:

"Mortgage Amendment No. 3" shall mean that certain Third Amendment to the Aircraft Mortgage dated as of February __, 2005.

"Tenth Amendment Order" shall mean an order of the Bankruptcy Court in form and substance reasonably satisfactory to the Agents approving the execution of the Waiver, Consent and Tenth Amendment dated as of January 26, 2005.

        , and (C) amending the definition of the term "Adjusted LIBOR Rate" by deleting the phrases "the greater of    (A)" and "and (B) 3%" appearing in the first sentence thereof.

       6.     Amendments to Section 2.08. Section 2.08 of the Credit Agreement is hereby amended by (A) deleting the amount "4.0%" appearing in subsection (a) thereof and inserting in lieu thereof the amount "3.5%" and (B) deleting the amount "5.0%" appearing in subsection (b) thereof and inserting in lieu thereof the amount "4.5%".

        7.    Amendment to Section 2.21. Section 2.21 of the Credit Agreement is hereby amended by deleting the words "five percent (5.0%)" appearing in clause (i) of the first sentence thereof and inserting in lieu thereof the words "four and one-half percent (4.5%)".

        8.    Amendment to Section 2.23. Section 2.23 of the Credit Agreement is hereby amended by (A) deleting the clause "(y) [Intentionally omitted]"appearing in the parenthetical at the end of clause (a)(ii) thereof and (B) inserting in lieu thereof the following new clause (y):

"(y) that certain parcel of real property referred to in clause (xxi) of Section 6.01 of the Credit Agreement"

        9.     Amendment to Section 6.01. Section 6.01 of the Credit Agreement is hereby amended by (A) deleting the word "and" immediately preceding clause (xx) appearing therein and (B) inserting the following new clause (xxi):

"and (xxi) first priority Liens on that certain parcel of real property known as the Borrower's
HNL Seaside Hotel located at 342 Seaside Ave., Waikiki, Honolulu, HI 96815 (but not on
any personal property therein), in favor of Westchester Insurance Company ("Westchester")
in connection with the release of  Westchester's lien  on that certain  parcel of real  property
located on Linneman Road in Elk Grove Village, IL"

        10.    Amendment to Section 6.04. Section 6.04(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following new subsection (c):

"(c) Make  Capital Expenditures  during  the  period  commencing  on  January 1,  2005 and
ending on September 30, 2005 in an aggregate amount  in excess  of $225,000,000  plus the
amount equal to 50% of  the amount, if any,  by  which  $375,000,000 exceeds  the  amount
of Capital Expenditures made  during  the period  commencing  on April 1, 2004 and  ending
on December 31, 2004, and, promptly after the end of each fiscal  month, commencing  with
the fiscal month ending January 31, 2005, the  Borrower shall  deliver   report  showing  that
during the period commencing January 1, 2005 through the end of  such fiscal month  Capital
Expenditures  made   by   the   Borrower  and   the  Guarantors   shall   have  not   exceeded
$225,000,000 in the aggregate plus the amount equal to 50% of the amount, if any, by which
$375,000,000   exceeds  the   amount  of  Capital   Expenditures  made   during  the   period
commencing on April 1, 2004 and ending on December 31, 2004."

        11.    Amendments to Section 6.05. (A) Section 6.05(b) of the Credit Agreement is hereby amended by (i) deleting from the table appearing therein the dates "February 28, 2005", "March 31, 2005", "April 30, 2005" and "May 31, 2005" and the amounts appearing opposite such dates and (ii) inserting the following in lieu thereof, with the date appearing under the column heading "Month" and the amount appearing under the column heading "EBITDAR":

 

Month	EBITDAR
February 28, 2005	$960,000,000
March 31, 2005	$783,000,000
April 30, 2005	$725,000,000
May 31, 2005	$672,000,000

                      (B) Section 6.05(b) of the Credit Agreement is hereby amended by inserting the following at the foot of the table appearing therein, as such table has been amended pursuant to paragraph 11(A) of this Amendment, with the date appearing under the column heading "Month" and the amount appearing under the column heading "EBITDAR":

 

June 30, 2005	$639,000,000
July 31, 2005	$629,000,000
August 31, 2005	$796,000,000

      12.      Amendment to Section 6.13.  Section 6.13 to the Credit Agreement is hereby deleted in its entirety and replaced with the following new Section 6.13:

                    "Section 6.13.  Minimum Cash.  Permit cash and cash equivalents  (net of cash  maintained in
                    the Escrow Accounts) to be less than $750,000,000, provided that if cumulative consolodated
                    EBITDAR (for purposes of this Section 6.13,  clauses (a)(xiii) and (a)(xiv)  of the  definition of
                    EBITDAR  shall not be included in the  calculation of EBITDAR)  for the twelve month  period
                    ending  on  June 30, 2005 equals  or exceeds  $777,000,000,  the  Borrower and  each of  the
                    Guarantors  will  not permit cash and  cash equivalents  (net of cash  maintained  in the  Escrow
                    Accounts) to be less than $600,000,000."

           13.      Amendment to Cover Page.  The cover page of the Credit Agreement is hereby amended by deleting the
name "JPMORGAN CHASE BANK" appearing thereon and replacing it with the name "JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank)".

ARTICLE IV.  Miscellaneous

           14.      Conditions to Waiver and Consent Effectiveness.  The (i) waivers set forth in Article II of this Amendment, (ii) consents (and modifications to the Loan Documents) set forth in Article III of this Amendment, (iii) amendment to the term "EBITDAR" set forth in Paragraph 5(A) of this Amendment and (iv) amendments set forth in Paragraph 11(A) of Article IV of this Amendment, shall not become effective until the date (the "Waiver and Consent Effective Date") on which this Amendment shall have been executed by the Borrower, the Guarantors and the Required Lenders and each Agent shall have received evidence reasonably satisfactory to it of such execution; provided that the consents and modifications set forth in Paragraphs 3(A)(i), 3(A)(ii), 3(B) and 3(C) of this Amendment shall be deemed terminated and to have been of no further force or effect immediately prior to the conversion of UAL Loyalty Services, Inc. into UAL Loyalty Services, LLC, unless each Agent shall have received (x) an acknowledgement substantially in the form attached hereto as Exhibit F executed by UAL Loyalty Services, LLC and (y) an acknowledgement substantially in the form attached hereto as Exhibit G executed by the Borrower, in each case substantially contemporaneously with such conversion.

            15.     Conditions to Amendment Effectiveness.  The amendments set forth in Paragraphs 5 (other than the amendment with respect to the definition of "EBITDAR"), 6, 7, 8, 9, 10, 11(B), 12 and 13 of Article IV of this Amendment shall not become effective until the date (the "Amendment Effective Date") on which the following conditions precedent shall have been satisfied (or waived by the Required Lenders):

                    (A)  Execution.  This Amendment shall have been executed by the Borrower, the Guarantors and each of the Lenders and each Agent shall have received evidence reasonably satisfactory to it of such execution (provided, that if this Amendment is executed by fewer than all of the Lenders but is executed by Lenders constituting the Super-majority Lenders, then this Amendment may nonetheless become effective in accordance with the provisions of Section 10.10(b) of the Credit Agreement and the Tranche A Commitment and/or the Tranche B Commitment, as the case may be, of one or more of the Super-majority Lenders shall be increased as more fully set forth in paragraph 16 below).

                    (B) Bankruptcy Court Order; Payment of Fees. By no later than February 21, 2005, (i) the Bankruptcy Court shall have entered an order reasonably satisfactory in form and substance to the Agents (x) approving the terms of this Amendment to the extent required by the Bankruptcy Code and (y) authorizing the payment by the Borrower of the fees referred to in that certain Tenth Amendment Fee Letter dated the date hereof, (ii) such amendment and other fees shall have been paid in cash to the Paying Agent within one Business Day after entry of the order referred to above and (iii) the order referred to above shall be in full force and effect, and shall not have been vacated, stayed, reversed, modified or amended in any respect that the Agents reasonably determine to be adverse to the interests of the Lenders; and, if such order is the subject of a pending appeal in any respect, the continued performance by the Borrower or any of the Guarantors of any of their respective obligations under the Credit Agreement or under the Loan Documents or under any other instrument or agreement referred to therein shall not be the subject of a presently effective stay pending appeal.

                    (C) Opinions of Counsel.  The Agents and the Collateral Agent shall have received:

                                    (i)        a favorable written opinion of Kirkland & Ellis LLP, counsel to the Borrower and the Guarantors, dated the Amendment Effective Date, substantially in the form of Exhibit H; and

                                    (ii)        a favorable written opinion of McAfee & Taft, special counsel to the Agents, dated the Amendment Effective Date, with respect to the Liens of the Aircraft Mortgage, and reasonably satisfactory in form and substance to the Collateral Agent.

                    (D) Corporate and Judicial Proceedings.  All corporate and judicial proceedings and all instruments and agreements in connection with the transactions among the Borrower, the Guarantors, the Agents and the Lenders contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Lenders, and the Agents and the Lenders shall have received all information and copies of all documents and papers, including records of corporate and judicial proceedings, which the Agents may have reasonably requested in connection herewith, such documents and papers where appropriate to be certified by proper corporate, governmental or judicial authorities.

                    (E) Mortgage Amendment.  The Borrower shall have duly executed and delivered to the Collateral Agent a Mortgage Amendment, in substantially the form of Exhibit I, and the Collateral Agent shall have received evidence that the Mortgage Amendment has been recorded with the FAA.

            16.     Implementation of Section 10.10(b) of the Credit Agreement.

                    (A) This Amendment has been executed by Lenders constituting the Super-majority Lenders and, pursuant to Section 10.10(b) of the Credit Agreement, the amendments set forth in Paragraphs 5 (other than the amendment with respect to the definition of "EBITDAR"), 6, 7, 8, 9, 10, 11(B), 12 and 13 of Article IV of this Amendment shall become effective upon satisfaction of the conditions set forth in paragraph 15 above. On the Amendment Effective Date, (i) the Tranche A Commitments and the Tranche B Commitments, as the case may be, of the Minority Lenders shall be terminated, (ii) the Tranche A Commitments and/or the Tranche B Commitments of certain of the Super-majority Lenders (the "Increasing Lenders") shall be increased so that on and after the Amendment Effective Date the Tranche A Commitments and the Tranche B Commitments of all of the Super-majority Lenders (including the Increasing Lenders) shall equal the Total Commitment, (iii) the Increasing Lenders shall make additional non-pro rata Loans to the Borrower in an aggregate amount necessary to repay in full the outstanding Loans of the Minority Lenders and in accordance with their respective Tranche A Commitment Percentages and Tranche B Commitment Percentages after giving effect to the increases referred to in the preceding clause, (iv) if any Letters of Credit are outstanding on the Amendment Effective Date, the undivided interests and participations therein of Minority Lenders that are Tranche A Lenders before giving effect to this Amendment shall terminate and each of the Increasing Lenders shall be deemed to have purchased from the Fronting Bank pursuant to Section 2.03(e) of the Credit Agreement an undivided interest and participation in such Letters of Credit to the extent of the increase in such Increasing Lender's Tranche A Commitment Percentage, (v) the Borrower shall pay any accrued but unpaid interest and Fees owing to the Minority Lenders as of the Amendment Effective Date and (vi) the Minority Lenders shall no longer be Lenders under the Credit Agreement.

                    (B) Annex A to the Credit Agreement is hereby replaced in its entirety by the revised Annex A attached hereto as Exhibit J. The Tranche A Commitment and the Tranche B Commitment of each of the Super-majority Lenders after giving effect to this paragraph 16 is reflected on revised Annex A.

                    (C) The signature pages of the Credit Agreement are hereby amended to conform to the signature pages hereto.

            17.     Ratification. Except to the extent hereby amended, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed.

            18.     Costs and Expenses. The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of special counsel to the Agents.

            19.     Representations and Warranties. The Borrower represents and warrants to the Lenders, to induce the Lenders to enter into this Amendment, that no Event of Default or event with the passage of time would constitute an Event of Default (other than the Events of Default described in Article II herein) exists on the date hereof and that each of the representations and warranties made by the Borrower in the Credit Agreement and each other Loan Document are true and correct in all material respects as of the date hereof except where such representation or warranty relates to a specific date, in which such representation or warranty shall be true and correct in all material respects as of such date.

            20.     References. This Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agents or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment.

            21.     Amendment and Restatement. Upon the occurrence of the Amendment Effective Date, (a) the Credit Agreement will be deemed to have been amended and restated to reflect all of the changes made to the Credit Agreement through and including the Amendment Effective Date of this Amendment, and (b) the Agents will promptly make available to the Borrower, the Guarantors and the Lenders a composite conformed copy of the Credit Agreement reflecting such amendment and restatement.

            22.     Counterparts. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. A fax copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes

            23.     Applicable Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Waiver, Consent and Tenth Amendment to be duly executed as of the day and the year first written.
 
 

BORROWER:

UNITED AIR LINES, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    Executive Vice President & CFO

GUARANTORS:

UAL CORPORATION By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    Executive Vice President & CFO

UAL LOYALTY SERVICES, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

UAL COMPANY SERVICES, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    Vice President and Treasurer

CONFETTI, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

MILEAGE PLUS HOLDINGS, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

MILEAGE PLUS MARKETING, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

MYPOINTS.COM, INC.  By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

CYBERGOLD, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

ITARGET.COM, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

MYPOINTS OFFLINE SERVICES, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

UAL BENEFITS MANAGEMENT, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    President

UNITED BIZ JET HOLDINGS, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

BIZJET CHARTER, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

BIZJET FRACTIONAL, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

BIZJET SERVICES, INC. By: /s/ Steven M. Rasher        Name: Steven M. Rasher       Title:    Senior Vice President,                   General Counsel & Secretary

KION LEASING, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    President

PREMIER MEETING AND TRAVEL SERVICES, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    Vice President and Treasurer

UNITED AVIATION FUELS CORPORATION By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:     Vice President

UNITED COGEN, INC. By: /s/ Paul Lovejoy        Name: Paul R. Lovejoy       Title:    Senior Vice President & Secretary

MILEAGE PLUS, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    Vice President

UNITED GHS, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    President

UNITED WORLDWIDE CORPORATION By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    President

UNITED VACATIONS, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    Vice President

FOUR STAR LEASING, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    President

AIR WIS SERVICES, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    President

AIR WISCONSIN, INC. By: /s/ Frederic F. Brace        Name: Frederic F. Brace       Title:    President

DOMICILE MANAGEMENT SERVICES, INC. By: /s/ Paul Lovejoy        Name: Paul R. Lovejoy       Title:    Senior Vice President & Secretary

 

LENDERS:

ACC CBNA LOAN FUNDING LLC, AS ASSIGNEE By: ACC CBNA Loan Funding, for itself or as agent for       ACC CFPI Loan Funding LCC By: /s/ Chi. S. Lee        Name: Chi. S. Lee       Title:    Vice President

ANCHORAGE CAPITAL MASTER OFFSHORE, LTD. By: Anchorage Advisors, L.L.C., its advisor By: Anchorage Advisors Management, L.L.C., its       managing member       By: /s/ Kevin Ulrich              Name: Kevin Ulrich             Title:    Managing Member

ANCHORAGE CROSSOVER CREDIT OFFSHORE MASTER FUND, LTD. By: /s/ Kevin Ulrich        Name: Kevin Ulrich       Title:    Managing Member

ARES ENHANCED LOAN MANAGEMENT, L.P., INVESTMENT MANAGER By: Ares Enhanced Loan GP, LLC       Its General Partner       By: /s/ Seth J. Brufsky              Name: Seth J. Brufsky             Title:    Vice President

ARES LEVERAGED INVESTMENT FUND II, L.P. By: ARES Management II, L.P. Its: General Partner        By: /s/ Seth J. Brufsky               Name: Seth J. Brufsky              Title:    Vice President

ARES VI CLO Ltd. By: ARES CLO Management VI, L.P. Its: Investment Manager By: ARES CLO GP V, LLC Its: Managing Member       By: /s/ Seth J. Brufsky              Name: Seth J. Brufsky             Title:    Vice President

ARES VII CLO Ltd. By: ARES CLO Management VII, L.P. Its: Investment Manager By: ARES CLO GP VII, LLC Its: General Partner       By: /s/ Seth J. Brufsky              Name: Seth J. Brufsky             Title:    Vice President

ARES VIII CLO LTD. By: ARES CLO Management VIII, L.P. Its: Investment Manager By: ARES CLO GP VIII, LLC Its: General Partner       By: /s/ Seth J. Brufsky              Name: Seth J. Brufsky             Title:    Vice President

ARES IX CLO LTD. By: ARES CLO Management IX, L.P. Its: Investment Manager By: ARES CLO GP IX, LLC Its: General Partner       By: /s/ Seth J. Brufsky              Name: Seth J. Brufsky             Title:    Vice President

ARES TOTAL VALUE FUND, L.P. By: ARES Total Value Management LLC Its: General Partner       By: /s/ Seth J. Brufsky              Name: Seth J. Brufsky             Title:    Vice President

AURUM CLO 2002-1 LTD. By: Columbia Management Advisors, Inc. as Investment Manager       By: /s/ Mark S. Pelletier              Name: Mark S. Pelletier             Title: Director

AVL LOAN FUNDING LLC By: /s/ Jason Trala        Name: Jason Trala       Title:   Attorney-In-Fact

AZURE FUNDING By: /s/ Samuel C. Bouchot(?)        Name: Samuel C. Bouchot       Title: Vice President

BABSON CLO LTD 2003-I BABSON CLO LTD 2004-I BABSON CLO LTD 2004-II SUFFIELD CLO, LIMITED By: Babson Capital Management LLC as Collateral       Manager       By: /s/ Russel D. Morrison            Name: Russel D. Morrison            Title:    Managing Director

BAYERISCHE LANDESBANK By: /s/ Oliver S. Hildenbrand        Name: Oliver S. Hildenbrand, CFA       Title:    First Vice President By: /s/ Cornelia Wintergerst        Name: Cornelia Wintergerst       Title:    Vice President

BILL & MELINDA GATES FOUNDATION By: Babson Capital Management LLC, as Investment       Advisor       By: /s/ Russell D. Morrison              Name: Russel D. Morrison             Title:    Managing Director

BLACK DIAMOND INTERNATIONAL FUNDING LTD. By: /s/ Alan Corkish        Name: Alan Corkish       Title:    Director

BLUE SQUARE FUNDING LIMITED SERIES 3 By: /s/ Alice L .Wagner        Name: Alice L. Wagner       Title:    Vice President

BUSHNELL CBNA LOAN FUNDING LLC, FOR ITSELF OR AS AGENT FOR BUSHENELL CFPI LOAN FUNDING LLC By: /s/ Suzanne Smith        Name: Suzanne Smith       Title:   Attorney-In-Fact

CANADIAN IMPERIAL BANK OF COMMERCE By: /s/ Charles Henry        Name: Charles Henry       Title:    Authorized Signatory By: /s/ John O' Dowd        Name: John O' Dowd       Title:    Authorized Signatory

CANPARTNERS INVESTMENTS IV, LLC By: Canpartners Investments IV, LLC, a California limited liability company       By: /s/ R. Christian B. Evensen              Name: R. Christian B. Evensen             Title:    Managing Director

CANYON CAPITOL CDO 2002-1 LTD. By: Canyon Capitol Advisors LLC       a Delaware limited liability company, its        Collateral Manager       By: /s/ R. Christian B. Evensen              Name: R. Christian B. Evensen             Title:    Managing Director

CANYON CAPITOL CDO 2004-1 LTD. By: Canyon Capitol Advisors LLC       a Delaware limited liability company, its       Collateral Manager       By: /s/ R. Christian B. Evensen              Name: R. Christian B. Evensen             Title:    Managing Director

CARLYLE HIGH YIELD PARTNERS, L.P. By: /s/ Linda Pace        Name: Linda Pace       Title: Managing Director

CARLYLE HIGH YIELD PARTNERS IV, LTD. By: /s/ Linda Pace        Name: Linda Pace       Title:    Managing Director

CARLYLE HIGH YIELD PARTNERS VI, LTD. By: /s/ Linda Pace        Name: Linda Pace       Title:    Managing Director

CARLYLE LOAN INVESTMENT, LTD. By: /s/ Linda Pace        Name: Linda Pace       Title:    Managing Director

CARLYLE LOAN OPPORTUNITY FUND By: /s/ Linda Pace        Name: Linda Pace       Title:    Managing Director

CASPIAN CAPITAL PARTNERS, L.P. By: Mariner Investment Group By: /s/ Charles R. Howe II        Name: Charles R. Howe II       Title:    Treasurer

CENTURION CDO II, LTD. By: American Express Asset Management Group, Inc. as       Collateral Manager       By: /s/ Vincent P. Pham              Name: Vincent P. Pham             Title:    Director-Operations

CENTURION CDO VI, LTD. By: American Express Asset Management Group, Inc. as       Collateral Manager       By: /s/ Vincent P. Pham              Name: Vincent P. Pham             Title:    Director-Operations

CENTURION CDO VII, LTD. By: American Express Asset Management Group, Inc. as       Collateral Manager       By: /s/ Vincent P. Pham              Name: Vincent P. Pham             Title:    Director-Operations

CENTURION CDO 8, LIMITED By: American Express Asset Management Group, Inc. as Collateral Manager       By: /s/ Vincent P. Pham              Name: Vincent P. Pham             Title:    Director-Operations

CIT GROUP/BUSINESS CREDIT INC. By: /s/ Vincent Belcastro        Name: Vincent Belcastro       Title:    Vice President

CITIBANK, N.A. By: /s/ Jason Trala        Name: Jason Trala       Title:    Attorney-In-Fact

CITICORP USA, INC. By: /s/ James J. McCarthy        Name: James J. McCarthy       Title:    Director/Vice President

CITY OF SAN DIEGO EMPLOYEES' RETIREMENT SYTEM By: /s/ Lara Mulpagano        Name: Lara Mulpagano       Title:    COO

C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment       Advisor       By: /s/ Russell D. Morrison              Name: Russel D. Morrison             Title:    Managing Director

COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management       as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title:    Vice President

CSFB ALTERNATIVE CAPITAL, INC. AS ADVISOR TO DIVERSIFIED CREDIT STRATEGIES FUND, AND LSPENARD STREET CREDIT FUND By: /s/ Nasser Ahmad        Name: Nasser Ahmad       Title:    Managing Director

CYPRESSTREE CLAIF FUNDING LLC By: /s/ Meredith J. Koslick        Name: Meredith J. Koslick       Title:    Assistant Vice President

Investors Bank & Trust Company as Sub-custodian Agentof CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED By: /s/ Martha Hadeler        Name: Martha Hadeler       Title: Managing Director By: /s/ Richard E. Mohundro        Name: Richard E. Mohundro       Title:    Managing Director

DEEPHAVEN DISTRESSED OPPORTUNITIES TRADING LTD. By: /s/ Bradley P. Bauer        Name: Bradley P. Bauer       Title:    Assistant Portfolio Manager

DELAWARE STREET CAPITAL MASTER FUND, L.P. By: /s/ Zachary Kempton        Name: Zachary Kempton       Title:    Financial Controller, DSC Advisors, L.P.                  as Investment Manager to                  Delaware Street Capital Master                  Fund, L.P.

Marathon Asset Management, LLC, as Investment Advisor to DESJARDINS FINANCIAL SECURITY LIFE ASSURANCE COMPANY By: /s/ Louis Hanover        Name: Louis T. Hanover       Title:    Chief Investment Officer

DEUTSCHE BANK AG NEW YORK BRANCH By: DB Services New Jersey, Inc. By: /s/ Edward Schaffer        Name: Edward Schaffer        Title:    Vice President By: /s/ Jay Hopkins        Name: Jay Hopkins       Title:    Assistant Vice President

EAST WEST BANK By: /s/ Nancy A. Moore        Name: Nancy A. Moore       Title:   Senior Vice President

EATON VANCE CDO III, LTD. By: Eaton Vance Management        as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title: Vice President

EATON VANCE CDO V LTD. By: Eaton Vance Management        as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title:    Vice President

EATON VANCE CDO VI LTD. By: Eaton Vance Management        as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title:    Vice President

EATON VANCE FLOATING RATE  INCOME TRUST By: Eaton Vance Management        as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title:    Vice President

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management       as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title:    Vice President

EATON VANCE LIMITED DURATION INCOME FUND By: Eaton Vance Management       as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title:    Vice President

EATON VANCE SENIOR FLOATING-RATE TRUST By: Eaton Vance Management       as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title:    Vice President

EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management       as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title:    Vice President

ELF FUNDING TRUST I By: Highland Capital Management, L.P. as Collateral        Manager       By: /s/ Todd A. Travers              Name: Todd A. Travers             Title:    Assistant Secretary

ELT LTD. By: /s/ Meredith J. Koslick        Name: Meredith J. Koslick       Title:    Assistant Vice President

EMERALD ORCHARD LIMITED By: /s/ Masood Fikree        Name: Masood Fikree       Title:    Attorney in Fact

FEINGOLD O'KEEFFE MASTER FUND, LTD. By: /s/ Andrea S. Feingold        Name: Andrea S. Feingold       Title:    Partner

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II,  as Lender By: Four Corners Capital Management LLC,       as Sub-Adviser       By: /s/ Vijay Srinivasan              Name: Vijay Srinivasan             Title:    Assistant Vice President

FLAGSHIP CAPITAL CLO 2001-1 By: Flagship Capital Management, Inc.       By: /s/ Mark S. Pelletier              Name: Mark S. Pelletier             Title:    Director

FLAGSHIP CAPITAL CLO II By: Flagship Capital Management, Inc.       By: /s/ Mark S. Pelletier              Name: Mark S. Pelletier             Title:    Director

FLAGSHIP CAPITAL CLO III By: Flagship Capital Management, Inc.       By: /s/ Mark S. Pelletier              Name: Mark S. Pelletier             Title:    Director

FORE CONVERTIBLE MASTER FUND LTD. By: /s/ Hareesh Pananjape        Name: Hareesh Paranjape        Title:    Assistant Secretary

FORE CREDIT MASTER FUND LTD. By: /s/ Hareesh Pananjape        Name: Hareesh Paranjape       Title:    Assistant Secretary

FORTRESS CREDIT OPPORTUNITIES I LP By: /s/ Marc K. Furstein        Name: Marc K. Furstein       Title:    Chief Operating Officer

FORTRESS PORTFOLIO TRUST By: Four Corners Capital Management LLC,       as Collateral Manager       By: /s/ Vijay Srinivasan        Name: Vijay Srinivasan       Title:    Assistant Vice President

GENERAL ELECTRIC CAPITAL CORPORAION By: /s/ Roger P. Tauchman        Name: Roger P. Tauchman       Title: Duly Authorized Signatory

GOLDMAN SACHS SPECIALTY LENDING HOLDINGS, INC. By: /s/ Albert Dombrowski        Name: Albert Dombrowski       Title:    Vice President

GRAYSON & CO. By: Boston Management and Research       as Investment Advisor       By: /s/ Michael B. Botthof              Name: Michael B. Botthof             Title:    Vice President

GUGGENHEIM PORTFOLIO COMPANY VIII (CAYMAN) LTD. By: /s/ Hareesh Pananjape        Name: Hareesh Paranjape       Title:    Chief Portfolio Manager                  Fore Research & Management, LP                  Acting on behalf of Guggenheim                  Portfolio Company VIII (Cayman) Ltd.

GULF STREAM-COMPASS CLO 2002-1 LTD By: Gulf Stream Asset Management LLC       as Collateral Manager       By: /s/ Barry K. Love             Name: Barry K. Love            Title:    Chief Credit Officer

GULF STREAM-COMPASS CLO 2003-1 LTD. By: Gulf Stream Asset Management LLC       as Collateral Manager       By: /s/ Barry K. Love        Name: Barry K. Love       Title:    Chief Credit Officer

GULF STREAM-COMPASS CLO 2004-1 LTD By: Gulf Stream Asset Management LLC       as Collateral Manager       By: /s/ Barry K. Love        Name: Barry K. Love       Title:    Chief Credit Officer

HANOVER SQUARE CLO LTD. By: Blackstone Debt Advisors L.P.       as Collateral Manager       By: /s/ Dean T. Criares       Name: Dean T. Criares       Title:    Managing Director

HARBOURVIEW CLO V, LTD. By: /s/ Lisa Chaffee        Name: Lisa Chaffee       Title:    AVP

HARCH CLO I, LTD. By: /s/ Michael E. Lewitt        Name: Michael E. Lewitt       Title:    Authorized Signatory

HBK MASTER FUND L.P. By: /s/ David C. Haley        Name: David C. Haley       Title:    Managing Director

HEWETT'S ISLAND CDO, LTD. By: CypressTree Investment Management       Company, Inc., as Portfolio Manager       By: /s/ Martha Hadeler        Name: Martha Hadeler       Title:    Managing Director

HEWETT'S ISLAND CDO II, LTD. By: CypressTree Investment Management       Company, Inc., as Portfolio Manager       By: /s/ Martha Hadeler        Name: Martha Hadeler       Title:    Managing Director

HIGHLAND FLOATING RATE ADVANTAGE FUND By: Highland Capital Management, L.P.,       its Investment Advisor By: /s/ Todd Travers        Name: Todd Travers       Title:    Assistant Secretary                  Highland Capital Management,                  L.P.

HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY By: Highland Capital Management, L.P.,       its Investment Advisor       By: /s/ Todd Travers        Name: Todd Travers       Title:    Assistant Secretary                  Highland Capital Management,                  L.P.

HIGHLAND LEGACY LIMITED By: Highland Capital Management,        as Collateral Manager       By: /s/ Todd Travers             Name: Todd Travers            Title:    Assistant Secretary                       Highland Capital Management,                       L.P.

INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Lyon Capital Management LLC       as Collateral Manager       By: /s/ Alexander B. Kenna              Name: Alexander B. Kenna             Title:    Portfolio Manager

INDOSUEZ CAPITAL FUNDING III, LTD. By: Lyon Capital Management LLC       as Collateral Manager       By: /s/ Alexander B. Kenna             Name: Alexander B. Kenna            Title:    Portfolio Manager

INDOSUEZ CAPITAL FUNDING VI, LTD. By: Lyon Capital Management LLC       as Collateral Manager       By: /s/ Alexander B. Kenna        Name: Alexander B. Kenna       Title:    Portfolio Manager

ING PRIME RATE TRUST By: ING Investment Management, Co.       as its investment manager By: /s/ Mark F. Haak        Name: Mark F. Haak, CFA       Title:    Vice President

KALDI FUNDING LLC By: /s/ Meredith J. Koslick        Name: Meredith J. Koslick       Title:    Assistant Vice President

KIL LOAN FUNDING LLC By: /s/ N. John Beal        Name: N. John Beal       Title:    Authorized Signatory

LANDMARK IV CDO LIMITED By: Aladdin Capital Management LLC,       as Manager By: /s/ Angela Bozorgmir       Name: Angela Bozorgmir       Title:    Director

LAUREL RIDGE CAPITAL LP By: /s/ Van Nguyen        Name: Van Nguyen       Title:    Managing Partner

LIGHTPOINT CLO 2004-1, LTD. PREMIUM LOAN TRUST I, LTD. By: /s/ Timothy S. Van Kirk        Name: Timothy S. Van Kirk       Title:    Managing Director

LOAN FUNDING VII LLC By: Highland Capital Management, L.P.       as Collateral Manager By: /s/ Todd Travers        Name: Todd Travers       Title:    Assistant Secretary                  Highland Capital Management,                  L.P.

LOAN FUNDING VIII LLC By: Babson Capital Management LLC       as Portfolio Manager By: /s/ Russell D. Morrison        Name: Russell D. Morrison       Title:    Managing Director

MAN MAC I LTD. By: /s/ Hareesh Paranjape       Name: Hareesh Paranjape       Title:    Chief Portfolio Manager                  Fore Research & Management, LP                  Acting on behalf of Man Mac I Ltd.

MAPLEWOOD (CAYMAN) LIMTED By: Babson Capital Management LLC       as Portfolio Manager By: /s/ Russell D. Morrison        Name: Russell D. Morrison       Title:    Managing Director

MARATHON SPECIAL OPPORTUNITY MASTER FUND, LTD. By: /s/ Louis Hanover        Name: Louis Hanover       Title:    Chief Investment Officer

MARINER LDC By: Mariner Invesment Group By: /s/ Charles R. Howe II        Name: Charles R. Howe II       Title:    Treasurer

MARINER OPPORTUNITES FUND, LP By: Mariner Investment Group By: /s/ Charles R. Howe II        Name: Charles R. Howe II       Title: Treasurer

MASSACHUSETTS MUTUAL LIFE INSURANCE CO. By: Babson Capital Management LLC as Investment       Advisor By: /s/ Russell D. Morrison       Name: Russell D. Morrison       Title:    Managing Director

METROPOLITAN WEST ALPHA TRAK  500 FUND By: /s/ Lara Mulpagano        Name: Lara Mulpagano       Title:    COO

MISSISSIPPI UNITED METHODIST FOUNDATION, INC. By: /s/ Lara Mulpagano        Name: Lara Mulpagano       Title:    COO

MONUMENT PARK CDO LTD. By: Blackstone Debt Advisors L.P.       as Collateral Manager By: /s/ Dean T. Criares       Name: Dean T. Criares       Title:    Managing Director

NAVIGATOR CDO 2003, LTD. By: Antares Asset Management Inc.,       as Collateral Manager By: /s/ Steven J. Robinson        Name: Steven J. Robinson       Title:    Vice President

NAVIGATOR CDO 2004, LTD. By: Antares Asset Management Inc.,       as Collateral Manager By: /s/ Steven J. Robinson        Name: Steven J. Robinson       Title:    Vice President

NUVEEN FLOATING RATE INCOME FUND By: Symphony Asset Management LLC By: /s/ Lenny Mason        Name: Lenny Mason        Title: Portfolio Manager

NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND By: Symphony Asset Management LLC By: /s/ Lenny Mason        Name: Lenny Mason       Title:    Portfolio Manager

NUVEEN SENIOR INCOME FUND By: Symphony Asset Management LLC By: /s/ Lenny Mason        Name: Lenny Mason       Title:    Portfolio Manager

OLYMPIC CLO I LTD By: /s/ Kevin J. Hickam        Name: Kevin J. Hickam       Title:    Managing Director                  Centre Pacific, LLP

OPPENHEIMER SENIOR FLOATING RATE FUND By: /s/ Lisa Chaffee        Name: Lisa Chaffee       Title:    Assistant Vice President

ORIX FINANCE CORP. I By: /s/ Christopher L. Smith        Name: Christopher L. Smith       Title:    Authorized Representative

PAM CAPITAL FUNDING L.P. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Todd Travers        Name: Todd Travers       Title:    Assistant Secretary                  Highland Capital Management,                  L.P.

PIONEER FLOATING RATE TRUST By: Highland Capital Management, L.P., its Sub-Advisor By: /s/ Todd Travers       Name: Todd Travers       Title:    Assistant Secretary                  Highland Capital Management,                  L.P.

REDWOOD MASTER FUND, LTD By: /s/ Jonathan Kolatch        Name: Jonathan Kolatch       Title:    Principal

SECURITY BENEFIT LIFE INSURANCE COMPANY By: Four Corners Capital Management LLC,       as Sub-Adviser By: /s/ Vijay Srinivasan        Name: Vijay Srinivasan       Title:    Assistant Vice President

SEI INSTITUTIONAL MANAGED TRUST - HIGH YIELD BOND FUND By: /s/ Lara Mulpagano        Name: Lara Mulpagano       Title:    COO

SENIOR DEBT PORTFOLIO By: Boston Management and Research       as Investment Advisor By: /s/ Michael B. Botthof        Name: Michael B. Botthof       Title:    Vice President

SIMSBURY CLO, LIMITED By: Babson Capital Management LLC under delegated authority from Massachussetts Mutual Life Insurance Company as Collateral Manager By: /s/ Russell D. Morrsion        Name: Russell D. Morrison       Title:    Managing Director

SPECTRUM INVESTMENT PARTNERS LP By: /s/ Jeffrey A. Schaffer        Name: Jeffrey A. Schaffer       Title:    Managing Member                  Spectrum Group Management                  LLC as GP

SRF 2000, INC. By: /s/ Meredith J. Koslick        Name: Meredith J. Koslick       Title:    Assistant Vice President

STANWICH LOAN FUNDING LLC By: /s/ Meredith J. Koslick        Name: Meredith J. Koslick       Title:    Assistant Vice President

STATE UNIVERSITIES RETIREMENT SYSTEM OF ILLINOIS By: /s/ Lara Mulpagano        Name: Lara Mulpagano       Title:    COO

STONEHILL INSTITUTIONAL PARTNERS, L.P. By: /s/ Christopher Wilson        Name: Christopher Wilson       Title:    General Partner

TORONTO DOMINION (NEW YORK), INC. By: /s/ Masood Fikree        Name: Masood Fikree       Title:    Authorized Agent

TRS STARK LLC By: /s/ Edward Schaffer        Name: Edward Schaffer       Title:    Vice President

TRUMBULL THC2 LOAN FUNDING LLC, for itself or as agent for Trumbull THC Ltd. By: /s/ Suzanne Smith        Name: Suzanne Smith       Title:    Attorney-In-Fact

U.A.L. INVESTORS, L.L.C. By: Farallon Capital Management, L.L.C.,       its General Manager By: /s/ Derek Schier        Name: Derek Schier       Title:    Managing Member

UBS AG, STAMFORD BRANCH By: /s/ Doris Mesa        Name: Doris Mesa       Title:    Associate Director                  Banking Products Services, US By: /s/ Edward Cripps        Name: Edward Cripps       Title:    Director                  Banking Products Services, US

WATERSHED CAPITAL INSTITUTIONAL PARTNERS, L.P. By: WS Partners, L.L.C.,       its General Partner By: /s/ Meridee Moore        Name: Meridee Moore       Title:    Senior Managing Member

WATERSHED CAPITAL PARTNERS (OFFSHORE), LTD. By: Watershed Asset Management, L.L.C.,       its Investment Manager By: /s/ Meridee Moore        Name: Meridee Moore       Title:    Senior Managing Member

WATERSHED CAPITAL PARTNERS, L.P. By: WS Partners, L.L.C.,       its General Partner By: /s/ Meridee Moore        Name: Meridee Moore       Title:    Senior Managing Member

WHITEHORSE I, LTD. By: WhiteHorse Capital Partners, LP, as Collateral Manager By: /s/ Ethan M Underwood        Name: Ethan M Underwood       Title:    Portfolio Manager

WHITEHORSE II, LTD. By: WhiteHorse Capital Partners, LP, as Collateral Manager By: /s/ Ethan M Underwood        Name: Ethan M Underwood       Title:    Portfolio Manager

WIND RIVER CLO I LTD. By: McDonnell Investment Management, LLC,       as Manager By: /s/ Kathleen A. Zarn        Name: Kathleen A. Zarn       Title:    Vice President