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.
2
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]
3
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.
|
|
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, LLC
|
|
|
|
|
|
By:
|
/s/ Paul R. Lovejoy
|
|
|
|
|
Name:
|
Paul Lovejoy
|
|
|
|
Title:
|
Vice President and 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
|
|
|
|
|
|
|
|
Signature Pages to Consent and
Amendment
|
|
UNITED AVIATION FUELS CORPORATION
|
|
|
|
|
|
By:
|
/s/ Frederic F. Brace
|
|
|
|
|
Name:
|
Frederic F. Brace
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
MILEAGE PLUS, INC.
|
|
|
|
|
|
By:
|
/s/ Frederic F. Brace
|
|
|
|
|
Name:
|
Frederic F. Brace
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
COVIA LLC
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
AMENITI TRAVEL CLUBS, INC.
|
|
|
|
|
|
By:
|
/s/ Scott Garner
|
|
|
|
|
Name:
|
Scott Garner
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
JPMORGAN CHASE BANK, N.A., as Collateral Agent
and Lender
|
|
|
|
|
|
By:
|
/s/ Richard C. Smith
|
|
|
|
|
Name:
|
Richard C. Smith
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
|
|
CITICORP USA, INC., as Collateral Agent and
Lender
|
|
|
|
|
|
By:
|
/s/ James J. McCarthy
|
|
|
|
|
Name:
|
James J. McCarthy
|
|
|
|
Title:
|
Vice President and Director
|
|
|
|
|
|
|
|
|
Woolbourne LLC
|
|
|
|
|
|
By:
|
/s/ Virginia Conway
|
|
|
|
|
Name:
|
Virginia Conway
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
LANDMARK III CDO LD
|
|
|
By:
|
Aladdin Capital Management LLC, as
Manager
|
|
|
|
|
|
|
By:
|
/s/ Angela Bozorgmir
|
|
|
|
Name:
|
Angela Bozorgmir
|
|
|
|
Title:
|
Director
|
|
|
LANDMARK V CDO LTD
|
|
|
By:
|
Aladdin Capital Management LLC, as
Manager
|
|
|
|
|
|
|
By:
|
/s/ Angela Bozorgmir
|
|
|
|
Name:
|
Angela Bozorgmir
|
|
|
|
Title:
|
Director
|
|
|
LANDMARK VI CDO LTD
|
|
|
By:
|
Aladdin Capital Management LLC, as
Manager
|
|
|
|
|
|
|
By:
|
/s/ Angela Bozorgmir
|
|
|
|
Name:
|
Angela Bozorgmir
|
|
|
|
Title:
|
Director
|
|
|
LANDMARK VII CDO LTD
|
|
|
By:
|
Aladdin Capital Management LLC, as
Manager
|
|
|
|
|
|
|
By:
|
/s/ Angela Bozorgmir
|
|
|
|
Name:
|
Angela Bozorgmir
|
|
|
|
Title:
|
Director
|
|
|
LANDMARK VIII CDO LTD
|
|
|
By:
|
Aladdin Capital Management LLC, as
Manager
|
|
|
|
|
|
|
By:
|
/s/ Angela Bozorgmir
|
|
|
|
Name:
|
Angela Bozorgmir
|
|
|
|
Title:
|
Director
|
|
|
AMMC CLO III, LIMITED
|
|
|
By:
|
American Money Management Corp.,
|
|
|
|
as Collateral Manager
|
|
|
|
|
|
|
By:
|
/s/ Chester M. Eng
|
|
|
|
Name:
|
Chester M. Eng
|
|
|
|
Title:
|
Senior Vice President
|
|
|
AMMC CLO IV, LIMITED
|
|
|
By:
|
American Money Management Corp.,
|
|
|
|
as Collateral Manager
|
|
|
|
|
|
|
By:
|
/s/ Chester M. Eng
|
|
|
|
Name:
|
Chester M. Eng
|
|
|
|
Title:
|
Senior Vice President
|
|
|
AMMC CLO V, LIMITED
|
|
|
By:
|
American Money Management Corp.,
|
|
|
|
as Collateral Manager
|
|
|
|
|
|
|
By:
|
/s/ Chester M. Eng
|
|
|
|
Name:
|
Chester M. Eng
|
|
|
|
Title:
|
Senior Vice President
|
|
|
AMMC CLO V, LIMITED
|
|
|
By:
|
American Money Management Corp.
|
|
|
|
as Collateral Manager
|
|
|
|
|
|
|
By:
|
/s/ Chester M. Eng
|
|
|
|
Name:
|
Chester M. Eng
|
|
|
|
Title:
|
Senior Vice President
|
|
|
great american
insurance company
|
|
|
By:
|
American Money Management Corp.,
|
|
|
|
as Portfolio Manager
|
|
|
|
|
|
|
By:
|
/s/ Chester M. Eng
|
|
|
|
Name:
|
Chester M. Eng
|
|
|
|
Title:
|
Senior Vice President
|
|
|
great american life
insurance company
|
|
|
By:
|
American Money Management Corp.,
|
|
|
|
as Portfolio Manager
|
|
|
|
|
|
|
By:
|
/s/ Chester M. Eng
|
|
|
|
Name:
|
Chester M. Eng
|
|
|
|
Title:
|
Senior Vice President
|
|
|
AG ALPHA CREDIT MASTER LTD.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gordon
|
|
|
|
Name:
|
Michael Gordon
|
|
|
|
Title:
|
COO
|
|
|
Northwoods Capital
VII, LiMited
|
|
|
BY:
|
Angelo, Gordon &
CO., L.P.
|
|
|
|
AS Collateral
Manager
|
|
|
|
|
|
|
[LENDER]
|
|
|
|
|
|
By:
|
/s / Bradley Pattelli
|
|
|
|
Name:
|
Bradley
PatTelli
|
|
|
|
Title:
|
Managing
Director
|
|
|
Northwoods Capital IV,
LiMited
|
|
|
BY:
|
Angelo, Gordon &
CO., L.P.
|
|
|
|
AS Collateral
Manager
|
|
|
|
|
|
|
[LENDER]
|
|
|
|
|
|
By:
|
/s / Bradley Pattelli
|
|
|
|
Name:
|
Bradley
PatTelli
|
|
|
|
Title:
|
Managing
Director
|
|
|
NORTHWOODS CAPITAL VI LIMITED
|
|
|
BY:
|
ANGELO, GORDON & CO., L.P.
|
|
|
|
AS COLLATERAL MANAGER
|
|
|
|
|
|
|
[LENDER]
|
|
|
|
|
|
|
By:
|
/s/ Bradley Pattelli
|
|
|
|
Name:
|
BRADLEY PATTELLI
|
|
|
|
Title:
|
MANAGING DIRECTOR
|
|
|
NORTHWOODS CAPITAL V, LIMITED
|
|
|
BY:
|
ANGELO, GORDON & CO., L.P.
|
|
|
|
AS COLLATERAL MANAGER
|
|
|
|
|
|
|
[LENDER]
|
|
|
|
|
|
|
By:
|
/s/ Bradley Pattelli
|
|
|
|
Name:
|
BRADLEY PATTELLI
|
|
|
|
Title:
|
MANAGING DIRECTOR
|
|
|
Apidos CDO I
|
|
|
By its Investment Advisor Apidos Capital
Management,
|
|
|
LLC
|
|
|
|
|
|
By:
|
/s/ John W. Stelwagon
|
|
|
|
Name:
|
JOHN W. STELWAGON
|
|
|
|
Title:
|
Managing Director
|
|
|
Apidos CDO II
|
|
|
By its Investment Advisor Apidos Capital
Management,
|
|
|
LLC
|
|
|
|
|
|
By:
|
/s/ John W. Stelwagon
|
|
|
|
Name:
|
JOHN W. STELWAGON
|
|
|
|
Title:
|
Managing Director
|
|
|
Apidos CDO III
|
|
|
By its Investment Advisor Apidoes Capital
Management,
|
|
|
LLC
|
|
|
|
|
|
By:
|
/s/ John W. Stelwagon
|
|
|
|
Name:
|
JOHN W. STELWAGON
|
|
|
|
Title:
|
Managing Director
|
|
|
ARES ENHANCED LOAN INVESTMENT STRATEGY,
LTD.
|
|
|
|
|
|
|
By:
|
Ares Enhanced Loan Management, L.P.,
|
|
|
|
Investment Manager
|
|
|
|
|
|
|
By:
|
Ares Enhanced Loan GP, LLC
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
ARES ENHANCED LOAN INVESTMENT STRATEGY II,
LTD
|
|
|
|
|
|
|
By:
|
Ares Enhanced Loan Management II,
L.P.,
|
|
|
|
Investment Manager
|
|
|
|
|
|
|
By:
|
Ares Enhanced Loan GP II, LLC
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
Ares IX CLO Ltd.
|
|
|
|
|
|
|
By:
|
Ares CLO Management IX, L.P.,
|
|
|
|
Investment Manager
|
|
|
|
|
|
|
By:
|
Ares CLO GP IX, LLC,
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
CONFLUENT 2 LIMITED
|
|
|
By:
|
Ares Private Account Management I, L.P., as
Sub-Manager
|
|
|
|
|
|
|
By:
|
Ares Private Account Management I GP, LLC, as
General Partner
|
|
|
|
|
|
|
By:
|
Ares Management LLC, as Manager
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
Ares VII CLO Ltd.
|
|
|
|
|
|
|
By:
|
Ares CLO Management VII, L.P.,
|
|
|
|
Investment Manager
|
|
|
|
|
|
|
By:
|
Ares CLO GP VII, LLC,
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
Ares VIII CLO Ltd.
|
|
|
|
|
|
|
By:
|
Ares CLO Management VIII, L.P.,
|
|
|
|
Investment Manager
|
|
|
|
|
|
|
By:
|
Ares CLO GP VIII, LLC,
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
Ares VR CLO Ltd.
|
|
|
|
|
|
|
By:
|
Ares CLO Management VR, L.P.,
|
|
|
|
Investment Manager
|
|
|
|
|
|
|
By:
|
Ares CLO GP VR, LLC,
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
Ares VIR CLO Ltd.
|
|
|
|
|
|
|
By:
|
Ares CLO Management VIR, L.P.,
|
|
|
|
Investment Manager
|
|
|
|
|
|
|
By:
|
Ares CLO GP VIR, LLC,
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
Ares X CLO Ltd.
|
|
|
|
|
|
|
By:
|
Ares CLO Management X, L.P.,
|
|
|
|
Investment Manager
|
|
|
|
|
|
|
By:
|
Ares CLO GP X, LLC,
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
Ares IIR CLO Ltd.
|
|
|
|
|
|
|
By:
|
Ares CLO Management IIR, L.P.,
|
|
|
|
Investment Manager
|
|
|
|
|
|
|
By:
|
Ares CLO GP IIR, LLC,
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Seth Brufsky
|
|
|
|
Name:
|
Seth Brufsky
|
|
|
|
Title:
|
Vice President
|
|
|
Avenue CLO Fund, Limited
|
|
|
Avenue CLO II, Limited
|
|
|
Avenue CLO III, Limited
|
|
|
Avenue CLO, IV, Limited
|
|
|
Avenue CLO V, Limited
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Richard D’ Addario
|
|
|
|
Name:
|
Richard D’ Addario
|
|
|
|
Title:
|
Senior Portfolio Manager
|
|
|
BABSON CLO LTD. 2004-I
|
|
|
BABSON CLO LTD. 2004-II
|
|
|
BABSON CLO LTD. 2005-I
|
|
|
BABSON CLO LTD. 2006-I
|
|
|
BABSON CLO LTD. 2005-II
|
|
|
By:
|
Babson Capital Management LLC as Collateral
Manager
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Anthony J. Sciacca
|
|
|
|
Name:
|
Anthony J. Sciacca
|
|
|
|
Title:
|
Managing Director
|
|
|
MASSACHUSETTS MUTUAL LIFE
|
|
|
INSURANCE COMPANY
|
|
|
By:
|
Babson Capital Management LLC as Investment
Adviser
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Anthony J. Sciacca
|
|
|
|
Name:
|
Anthony J. Sciacca
|
|
|
|
Title:
|
Managing Director
|
|
|
BILL & MELINDA GATES FOUNDATION
|
|
|
By:
|
Babson Capital Management LLC as Investment
Adviser
|
|
|
|
|
|
|
By:
|
/s/ Anthony J. Sciacca
|
|
|
|
Name:
|
Anthony J. Sciacca
|
|
|
|
Title:
|
Managing Director
|
|
|
Bank of America, N.A.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Coleigh McKay
|
|
|
|
Name:
|
Coleigh McKay
|
|
|
|
Title:
|
Vice President
|
|
|
CHAMPION HILLS FUNDING LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christina L. Ramseur
|
|
|
|
Name:
|
Christina L. Ramseur
|
|
|
|
Title:
|
Assistant Vice President
|
|
|
DIAMOND SPRINGS TRADING LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christina L. Ramseur
|
|
|
|
Name:
|
Christina L. Ramseur
|
|
|
|
Title:
|
Assistant Vice President
|
|
|
DUNES FUNDING LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christina L. Ramseur
|
|
|
|
Name:
|
Christina L. Ramseur
|
|
|
|
Title:
|
Assistant Vice President
|
|
|
Grand Central Asset Trust, EAP Series
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Lehnertz
|
|
|
|
Name:
|
Adam Lehnertz
|
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
Grand Central Asset Trust, ECL Series
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Lehnertz
|
|
|
|
Name:
|
Adam Lehnertz
|
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
Grand Central Asset Trust, BDC Series
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Roy Hykal
|
|
|
|
Name:
|
ROY HYKAL
|
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
Grand Central Asset Trust, HFV Series
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Beata Konopko
|
|
|
|
Name:
|
Beata Konopko
|
|
|
|
Title:
|
As attorney in fact
|
|
|
Grand Central Asset Trust, KMT Series
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Roy Hykal
|
|
|
|
Name:
|
ROY HYKAL
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
Grand Central Asset Trust, PNT Series
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Roy Hykal
|
|
|
|
Name:
|
ROY HYKAL
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
Grand Central Asset Trust, Single Name
Series
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Roy Hykal
|
|
|
|
Name:
|
ROY HYKAL
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
Bear Stearns
Investment products Inc.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/ s / John m c d ermott
|
|
|
|
Name :
|
john m
c dermott
|
|
|
|
Title :
|
vice
president
|
|
|
black diamond clo
2005-1, LTD .
|
|
|
By:
|
Black Diamond Capital Management, L.L.C., as Its
Collateral Manager
|
|
|
|
|
|
|
By:
|
/s/ James J. Zenni, Jr.
|
|
|
|
Name:
|
James J. Zenni, Jr.
|
|
|
|
Title:
|
President & Managing Partner
Black Diamond Capital Management,
L.L.C.
|
|
|
BLACK DIAMOND CLO 2005-2, LTD.
|
|
|
By:
|
Black Diamond Capital Management,
|
|
|
L.L.C., as Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ James J. Zenni, Jr
|
|
|
|
Name:
|
James J. Zenni, Jr.
|
|
|
|
Title:
|
President & Managing Partner
|
|
|
|
|
Black Diamond Capital Management,
LLC.
|
|
|
BLACK DIAMOND CLO 2006-1 (CAYMAN),
LTD.
|
|
|
By:
|
Black Diamond Capital Management,
|
|
|
L.L.C., as Its Collateral Manager
|
|
|
|
|
|
By:
|
/s/ James J. Zenni, Jr.
|
|
|
|
Name:
|
James J Zenni, Jr.
|
|
|
|
Title:
|
President and Managing Partner
Black Diamond Capital Management, LLC.
|
|
|
BLACK DIAMOND INTERNATIONAL FUNDING
LTD.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Simon Wetherell
|
|
|
|
Name:
|
Simon Wetherell
|
|
|
|
Title:
|
Director
|
|
|
TRS 1 LLC
|
|
|
By:
|
Deutsche Bank trust Company Americas, its Sole
Member
|
|
|
By:
|
DB Services New Jersey, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Deirdre Whorton
|
|
|
|
Name:
|
Deirdre Whorton
|
|
|
|
Title:
|
Assistant Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Deborah O’Keeffe
|
|
|
|
Name:
|
Deborah O’Keeffe
|
|
|
|
Title:
|
Vice President
|
|
|
Boldwater CBNA Loan Funding LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Lehnertz
|
|
|
|
Name:
|
Adam Lehnertz
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
Canadian Imperial Bank of Commerce
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John O’Dowd
|
|
|
|
Name:
|
John O‘Dowd
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gerald J. Carlos
|
|
|
|
Name:
|
Gerald J. Carlos
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
CS ADVISORS CLO I LTD., as a Lender
|
|
|
By:
|
CapitalSoure Advisors LLC, as
Portfolio
|
|
|
|
Manager and attorney-in-fact
|
|
|
|
|
|
|
By:
|
/s/ David Tanny
|
|
|
|
Name:
|
David Tanny
|
|
|
|
Title:
|
Vice President
|
|
|
Carlyle High Yield Partners IV, Ltd.
|
|
|
[LENDER]
|
|
|
|
|
|
|
By:
|
/s/ Linda Pace
|
|
|
|
Name:
|
Linda Pace
|
|
|
|
Title:
|
Managing Director
|
|
|
Carlyle High Yield Partners VI, Ltd.
|
|
|
[LENDER]
|
|
|
|
|
|
|
By:
|
/s/ Linda Pace
|
|
|
|
Name:
|
Linda Pace
|
|
|
|
Title:
|
Managing Director
|
|
|
Carlyle High Yield Partners VII, Ltd.
|
|
|
[LENDER]
|
|
|
|
|
|
|
By:
|
/s/ Linda Pace
|
|
|
|
Name:
|
Linda Pace
|
|
|
|
Title:
|
Managing Director
|
|
|
Carlyle Loan Investment, Ltd.
|
|
|
[LENDER]
|
|
|
|
|
|
|
By:
|
/s/ Linda Pace
|
|
|
|
Name:
|
Linda Pace
|
|
|
|
Title:
|
Managing Director
|
|
|
Carlyle Loan Opportunity Fund
|
|
|
[LENDER]
|
|
|
|
|
|
|
By:
|
/s/ Linda Pace
|
|
|
|
Name:
|
Linda Pace
|
|
|
|
Title:
|
Managing Director
|
|
|
Carlyle High Yield Partners IX, Ltd.
|
|
|
[LENDER]
|
|
|
|
|
|
|
By:
|
/s/ Linda Pace
|
|
|
|
Name:
|
Linda Pace
|
|
|
|
Title:
|
Managing Director
|
|
|
Carlyle High Yield Partners VIII,
Ltd.
|
|
|
[LENDER]
|
|
|
|
|
|
|
By:
|
/s/ Linda Pace
|
|
|
|
Name:
|
Linda Pace
|
|
|
|
Title:
|
Managing Director
|
|
|
[LENDER] OLYMPIC
CLO I, LTD
|
|
|
|
|
|
|
By:
|
/s/ John M. Casparian
|
|
|
|
Name:
|
John M. Casparian
|
|
|
|
Title:
|
Chief Operating Officer,
|
|
|
|
|
(Manager)
|
|
|
|
|
Centre Pacific, LLC
|
|
|
[LENDER] SIERRA CLO I, LTD
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John M. Casparian
|
|
|
|
Name:
|
John M. Casparian
|
|
|
|
Title:
|
Chief Operating Officer, (Manager)
Centre Pacific, LLC
|
|
|
[LENDER] SIERRA CLO II LTD
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John M. Casparian
|
|
|
|
Name:
|
John M. Casparian
|
|
|
|
Title:
|
Chief Operating Officer, (Manager)
Centre Pacific, LLC
|
|
|
[ Lender ] WHITNEY CLO I,
LTD
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John M. Casparian
|
|
|
|
Name:
|
John M. Casparian
|
|
|
|
Title:
|
Chief Operating Officer, (Manager)
Centre Pacific, LLC
|
|
|
WatchTower CLO I PLC
|
|
|
By:
|
Citadel Limited Partnership, Collateral
Manager
|
|
|
By:
|
Citadel Investment Group, L.L.C., its General
Partner
|
|
|
|
|
|
|
By:
|
/s/ Gerald Beeson
|
|
|
|
Name:
|
Gerald Beeson
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
Wingate Capital Ltd.
|
|
|
By:
|
Citadel Limited Partnership, Portfolio
Manager
|
|
|
By:
|
Citadel Investment Group, L.L.C., its General
Partner
|
|
|
|
|
|
|
By:
|
/s/ Christopher L. Ramsey
|
|
|
|
Name:
|
Christopher L. Ramsey
|
|
|
|
Title:
|
Director and Associate General
Counsel
|
|
|
AVL Loan Funding LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Adam Lehnertz
|
|
|
|
Name:
|
Adam Lehnertz
|
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
CITBANK, N.A.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas A. Neville
|
|
|
|
Name:
|
THOMAS A. NEVILLE
|
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
Livingston CBNA Loan Funding LLC
|
|
|
|
|
|
|
[LENDER]
|
|
|
|
|
|
By:
|
/s/ Melanie Reza
|
|
|
|
Name:
|
Melanie Reza
|
|
|
|
Title:
|
Attorney In Fact
|
|
|
CITICORP USA, INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas A. Neville
|
|
|
|
Name:
|
THOMAS A. NEVILLE
|
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
Hibiscus CBNA Loan Funding LLC, for itself or
as
|
|
|
agent for Hibiscus CFPI Loan Funding
LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Beata Konopko
|
|
|
|
Name:
|
Beata Konopko
|
|
|
|
Title:
|
As attorney in fact
|
|
|
Rivendell CBNA Loan Funding LLC, for
itself
|
|
|
or as agent for Rivendell CFPI Loan Funding
LLC
|
|
|
|
|
|
|
By:
|
/s/ Roy Hykal
|
|
|
|
Name:
|
ROY HYKAL
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
J.P. Morgan Trust Company (Cayman) Limited,
as
|
|
|
Trustee for TORAJI TRUST, as
|
|
|
[Assignee/Participant]
|
|
|
By:
|
Its Investment Manager,
|
|
|
Citigroup Alternative Investments LLC
|
|
|
|
|
|
|
By:
|
/s/ John O’Connell
|
|
|
|
Name:
|
John O’Connell
|
|
|
|
Title:
|
Vice President
|
|
|
Eagle Master Fund Ltd.
|
|
|
By:
|
Citigroup Alternative Investments
LLC,
|
|
|
as Investment Manager for and on behalf of
Eagle
|
|
|
Master Fund Ltd.
|
|
|
|
|
|
|
By:
|
/s/ John O’Connell
|
|
|
|
Name:
|
John O’Connell
|
|
|
|
Title:
|
Vice President
|
|
|
CITIGROUP FINANCIAL PRODUCT, INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Fofi S Baimba, Jr
|
|
|
|
Name:
|
FOFI S BAIMBA, JR
|
|
|
|
Title:
|
GLOABAL LOANS SUPPORT SERVICES
|
|
|
|
|
DEL 2/1
|
|
|
|
|
AUTHORIZED SIGNATORY
|
|
|
CIFC Funding 2006-1, Ltd.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Steve Vaccaro
|
|
|
|
Name:
|
Steve Vaccaro
|
|
|
|
Title:
|
Chief Credit Officer
|
|
|
Credit Suisse International
|
| |