EX-10.6



 Exhibit 10.6 

EXECUTION VERSION 
 FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT 
 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
(this “First Amendment”), dated as of October 26, 2015 among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the
“Parent”), US Airways Group, Inc., a Delaware corporation and US Airways, Inc., a Delaware corporation (together with Parent, the “Guarantors”), the Existing Revolving Lenders (as defined below) party hereto,
Industrial and Commercial Bank of China Limited, New York Branch (“ICBC”), Morgan Stanley Senior Funding, Inc. (“MSSF”) and US Bank, National Association (“US Bank” and, together with ICBC and MSSF,
the “New Revolving Lenders”) and Citibank N.A. (“Citi”), as administrative agent (in such capacity, the “Administrative Agent”) and as an issuing lender (in such capacity, an “Issuing
Lender”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below. 

W I T N E S S E T H: 

WHEREAS, the Borrower, the Guarantors, the lenders from time to time party thereto, the Administrative Agent and certain other parties thereto
are parties to that certain Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015 (as amended, amended and restated, supplemented or otherwise modified to but not including the First Amendment Effective Date as defined
below, the “Credit Agreement”); 
 WHEREAS, pursuant to Section 2.28(b) of the Credit Agreement, the Borrower may make
a Revolver Extension Offer to all Revolving Lenders holding Revolving Commitments under the Credit Agreement to extend the maturity date of each such Revolving Lender’s Revolving Commitment; 

WHEREAS, the Borrower hereby (i) requests that each Revolving Lender that is a party to the Credit Agreement immediately prior to the
First Amendment Effective Date (each, an “Existing Revolving Lender”) extend the maturity of such Existing Revolving Lender’s Revolving Commitment pursuant to, and in accordance with the terms of, Section 2.28(b), (c),
(d) and (e) of the Credit Agreement and this First Amendment (with such request constituting a Revolver Extension Offer for purposes of the Credit Agreement) and requests that the Administrative Agent waive any applicable notice period
otherwise required thereby and (ii) specifies as the Minimum Extension Condition for such Revolving Extension Offer that all such Revolving Commitments be subject to the Revolving Extension contemplated hereby; 

WHEREAS, the Existing Revolving Lenders are willing to extend the maturity date of their respective Revolving Commitments, subject to and on
the terms and conditions set forth herein and in Section 2.28(b), (c), (d) and (e) of the Credit Agreement; 
 WHEREAS,
pursuant to Section 2.27 of the Credit Agreement, the Borrower may request an increase to the existing Revolving Commitments, subject to and on the terms and conditions provided therein; 







 WHEREAS, the Borrower hereby notifies the Administrative Agent of its request for $625,000,000 of
Incremental Revolving Commitments (the “New Revolving Commitments”) to be made available by the New Lenders with respect to such New Revolving Commitments in the amount specified therefor on Schedule 1 hereto (each such New Lender,
an “Incremental Revolving Lender”) and requests that the Administrative Agent waive any applicable notice period otherwise required; 

WHEREAS, each Incremental Revolving Lender is willing to provide a New Revolving Commitment in the amount set forth opposite its name in
Schedule 1 hereto, subject to and on the terms and conditions set forth herein and in the Credit Agreement; 
 WHEREAS, pursuant to that
certain engagement letter (the “First Amendment Engagement Letter”) dated as of September 30, 2015, Citigroup Global Markets Inc. (“CGMI”) has agreed to act as the “left” lead arranger (the
“Lead Arranger”) with respect to this First Amendment and the New Revolving Commitments provided for hereunder; 
 WHEREAS,
the Borrower desires to appoint each of Barclays Bank PLC (“Barclays”), BNP Paribas Securities Corp. (“BNP”), Credit Agricole Corporate and Investment Bank (“Credit Agricole”), Credit Suisse
Securities (USA) LLC (“CS”), Deutsche Bank Securities Inc. (“DB”), Goldman Sachs Bank USA (“GS”), ICBC, J.P. Morgan Securities LLC (“JPM”), Merrill Lynch, Pierce, Fenner &
Smith, Incorporated (“Merrill”) and MSSF to act as joint lead arrangers and bookrunners with respect to this First Amendment (each, a “Joint Lead Arranger and Bookrunner”); 

WHEREAS, the Borrower desires to appoint each of CGMI, Barclays, CS, DB, GS, JPM, Merrill and MSSF to act as syndication agents with respect
to this First Amendment (each, a “Syndication Agent”); 
 WHEREAS, the Borrower desires to appoint each of BNP, Credit
Agricole, ICBC and US Bank to act as documentation agents with respect to this First Amendment (each, a “Documentation Agent”); and 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION ONE - Extension of Revolving Facility and Increase in
Revolving Commitments. On the First Amendment Effective Date, the Credit Agreement is modified as follows: 
 (a) The definition of
“Revolving Facility Maturity Date” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

““Revolving Facility Maturity Date” shall mean, with respect to (a) Revolving Commitments that have
not been extended pursuant to Section 2.28(b), but including Revolving Commitments extended or made available pursuant to the First Amendment, October 10, 2020 and (b) with respect to Extended Revolving


  
 2 








 
Commitments extended after the First Amendment Effective Date (as defined in the First Amendment), the final maturity date therefor as specified in the applicable Extension Offer accepted by the
respective Revolving Lender or Revolving Lenders.”; 
 (b) Section 1.01 of the Credit Agreement is hereby amended by inserting the
following definition in appropriate alphabetical order: 
 ““First Amendment” shall mean the First
Amendment to this Agreement, dated as of October 26, 2015.”; 
 (c) The definition of “Revolving Commitment” is
hereby amended by deleting the last sentence of said definition in its entirety and inserting in lieu thereof the following new sentence: 

“The aggregate amount of the Total Revolving Commitments as of the First Amendment Effective Date (as defined in the First
Amendment) and after giving effect to the New Revolving Commitments under, and as defined in the First Amendment, is $1,025,000,000.”; and 

(d) “Annex A” of the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Schedule 2. 

Notwithstanding anything in this First Amendment or the Credit Agreement to the contrary, the Administrative Agent hereby waives (i) the
minimum notice required by Section 2.28(e) of the Credit Agreement in connection with the Revolver Extension to be effected pursuant to this First Amendment and (ii) the minimum notice required by Section 2.27(a) of the Credit
Agreement in connection with the establishment of the New Revolving Commitments. 
 On the First Amendment Effective Date (immediately after
giving effect to the Revolver Extension effected pursuant hereto), (1) the Total Revolving Commitment shall increase by the aggregate amount of the New Revolving Commitments, (2) there shall be an automatic adjustment to the Revolving
Commitment Percentage of each Revolving Lender in the aggregate LC Exposure (if any) to reflect the new Revolving Commitment Percentage of each Revolving Lender in the aggregate LC Exposure (if any) resulting from the New Revolving Commitments,
(3) New Revolving Commitments shall (i) become a part of the Revolving Commitments for all purposes of the Credit Agreement and the other Loan Documents and (ii) together with all related Revolving Loans and LC Exposure, be subject to
the same Applicable Margin, Revolving Facility Maturity Date and other terms and conditions applicable to the Revolving Commitments (and related Revolving Loans and LC Exposure) under the Credit Agreement (as amended hereby) and the other Loan
Documents and (4) each New Revolving Lender shall become a Revolving Lender under the Credit Agreement (as amended hereby). For purposes of the Credit Agreement, this First Amendment shall constitute an “Increase Joinder.” 

  
 3 








 SECTION TWO - Titles and Roles. The parties hereto agree that, as of the First Amendment
Effective Date and in connection with the First Amendment: 
 (a) CGMI shall be designated as, and perform the roles associated with, the
Lead Arranger; 
 (b) each of Barclays, BNP, Credit Agricole, CS, DB, GS, ICBC, JPM, Merrill, and MSSF shall be designated as, and
perform the roles associated with, a Joint Lead Arranger and Bookrunner; 
 (c) each of CGMI, Barclays, CS, DB, GS, JPM, Merrill and
MSSF shall be designated as, and perform the roles associated with, a Syndication Agent; and 
 (d) each of BNP, Credit Agricole, ICBC
and US Bank shall be designated as, and perform the roles associated with, a Documentation Agent. 
 For the avoidance of doubt, the
provisions of Section 10.04 of the Credit Agreement shall apply to, and inure to the benefit of, the Lead Arranger, each Joint Lead Arranger and Bookrunner, each Syndication Agent and each Documentation Agent in connection with their respective
roles hereunder. 
 SECTION THREE - Conditions to Effectiveness. The provisions of Section One of this First Amendment shall become
effective on the date (the “First Amendment Effective Date”) when each of the following conditions specified below shall have been satisfied: 

(a) the Borrower, each Guarantor, the Administrative Agent, each Issuing Lender, each Existing Revolving Lender and each Incremental
Revolving Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10014, attention: Peixuan Wu; 

(b) all reasonable invoiced out-of-pocket expenses incurred by the Lead Arranger and the Administrative Agent pursuant to
Section 10.04 of the Credit Agreement or the First Amendment Engagement Letter (including the reasonable and documented fees, charges and disbursements of counsel) shall have been paid to the extent invoiced at least two (2) Business Days
prior to the First Amendment Effective Date (or such shorter period as may be agreed by the Borrower); 
 (c) the Borrower shall have
paid (or caused to be paid), for the account of each Incremental Revolving Lender, a one time, non-refundable fee equal to (x) such Incremental Revolving Lender’s pro rata share of the New Revolving Commitments (less the amount by which
such Incremental Revolving Lender’s “Revolving Commitment” (as defined in that certain Amended and Restated Credit and Guaranty Agreement dated May 21, 2015 among, inter alios, Deutsche Bank AG New York Branch as
administrative agent and American Airlines, Inc. as borrower (the “LATAM Credit Agreement”)) as in effect immediately prior to the effectiveness of the First Amendment to Amended and Restated Credit and Guaranty Agreement dated the
date hereof, among, inter alios, Deutsche Bank AG New York Branch as administrative agent and American Airlines, Inc. as borrower (the “LATAM First Amendment”) is reduced on the effectiveness of the LATAM First Amendment)
multiplied by (y) 1.25%; 

  
 4 








 (d) the Administrative Agent shall have received an Officer’s Certificate certifying as to
the Collateral Coverage Ratio and Liquidity in accordance with Section 2.27(b)(iii) of the Credit Agreement; 
 (e) the
Administrative Agent shall have received a customary written opinion of Latham & Watkins LLP, special counsel for Parent, the Borrower and each other Guarantor addressed to the Administrative Agent and the Revolving Lenders party hereto,
and dated the First Amendment Effective Date; 
 (f) the Borrower shall have paid to the Administrative Agent (for the account of the
Existing Revolving Lenders) all fees and interest accrued pursuant to Sections 2.07, 2.15, 2.16, 2.20 and 2.21 of the Credit Agreement in respect of the Revolving Facility to, and including, the First Amendment Effective Date (but not in respect of
the New Revolving Commitments), whether or not then due and payable under the terms of the Credit Agreement; 
 (g) (x) the
condition to the Revolving Extension effected pursuant to this First Amendment set forth in Section 2.28(b)(i) of the Credit Agreement shall have been satisfied and (y) the conditions to the establishment of the New Revolving Commitments
pursuant to this First Amendment set forth in Section 2.27(b)(i) and (ii) of the Credit Agreement shall have been satisfied; 

(h) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or similar Responsible Officer),
dated the First Amendment Effective Date (i) certifying as to the incumbency and specimen signature of each Responsible Officer of the Borrower and each Guarantor executing this First Amendment or any other document delivered by it in
connection herewith (such certificate to contain a certification of another Responsible Officer of that entity as to the incumbency and signature of the Responsible Officer signing the certificate referred to in this clause (i)),
(ii) certifying that each constitutional document of each Loan Party previously delivered to the Administrative Agent has not been amended, supplemented, rescinded or otherwise modified and remains in full force and effect as of the date
hereof, (iii) attaching resolutions of each Loan Party approving the transactions contemplated by the First Amendment and (iv) attaching a certificate of good standing for the Borrower and each Guarantor of the state of such entity’s
incorporation or formation, dated as of a recent date, as to the good standing of that entity (to the extent available in the applicable jurisdiction); 

(i) the Administrative Agent shall have received evidence that the LATAM First Amendment has, or will contemporaneously with the First
Amendment Effect Date, become effective; and 
 (j) the Administrative Agent shall have received an Officer’s Certificate
certifying (A) the truth in all material respects of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and
3.19 of the Credit Agreement) as though made on the date hereof, or, in the case of any such representation and warranty that relates to a specified date, as though made as of such date (provided, that any representation or warranty that is
qualified by materiality (it being understood that any representation or warranty that excludes 

  
 5 








 
circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by
materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from this First Amendment
on, the First Amendment Effective Date, that constitutes a Default or Event of Default). 
 SECTION FOUR - No Default; Representations
and Warranties. In order to induce the Revolving Lenders and the Administrative Agent to enter into this First Amendment, the Borrower represents and warrants to each of the Revolving Lenders and the Administrative Agent that, on and as of the
date hereof after giving effect to this First Amendment, (i) no Default or Event of Default has occurred and is continuing or would result from giving effect to this First Amendment and (ii) the representations and warranties contained in
the Credit Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.19 of the Credit Agreement) are true and correct in all material respects on and as of the date hereof
with the same effect as if made on and as of the date hereof or, in the case of any representations and warranties that expressly relate to an earlier date, as though made as of such date; provided, that any representation or warranty that is
qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes
of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment. 

SECTION FIVE - Confirmation. The Borrower and each Guarantor hereby confirm that all of their obligations under the Credit Agreement
(as amended hereby) are and shall continue to be, in full force and effect. The parties hereto (i) confirm and agree that the term “Obligations” and “Guaranteed Obligations” as used in the Credit Agreement and the other Loan
Documents, shall include, without limitation, all obligations of the Borrower with respect to the Revolving Commitments (as extended and increased pursuant to this First Amendment) and all obligations of the Guarantors with respect of the guarantee
of such obligations, respectively, and (ii) reaffirm the grant of Liens on the Collateral to secure the Obligations (as extended and increased pursuant to this First Amendment) pursuant to the Collateral Documents. 

SECTION SIX - Reference to and Effect on the Credit Agreement. On and after the First Amendment Effective Date, each reference in the
Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this First Amendment. The Credit
Agreement and each of the other Loan Documents, as specifically amended by this First Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This First Amendment shall be deemed to be
a “Loan Document” for all purposes of the Credit Agreement (as amended hereby) and the other Loan Documents. The execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as an
amendment or waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents. On the First


  
 6 








 
Amendment Effective Date, the amendments set forth in clauses (a) and (b) of Section One above and the waivers of the Administrative Agent set forth in Section One above shall be deemed
to have become effective immediately prior to the effectiveness of the amendments set forth in clauses (c) and (d) and the last paragraph of Section One. 

SECTION SEVEN - Execution in Counterparts. This First Amendment may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of this First Amendment. 

SECTION EIGHT - Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION NINE - Miscellaneous.
(a) The provisions set forth in Sections 10.03, 10.04, 10.05(b)-(d), 10.09, 10.10, 10.11, 10.13, 10.15, 10.16 and 10.17 of the Credit Agreement are hereby incorporated mutatis mutandis herein by reference thereto as fully and to the same extent
as if set forth herein. 
 (b) For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this
First Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders party hereto hereby authorize the Administrative Agent to treat) the Revolving Facility as not qualifying as a “grandfathered obligation” within the
meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 
 [REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY] 

  
 7 








 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and
delivered as of the day and year first above written. 
  

					
	AMERICAN AIRLINES, INC., as the Borrower
		
	By:	 	 /s/ Thomas T. Weir

		 	Name:	 	Thomas T. Weir
		 	Title:	 	Vice President and Treasurer
	
	AMERICAN AIRLINES GROUP INC., .as Parent and a Guarantor
		
	By:	 	 /s/ Thomas T. Weir

		 	Name:	 	Thomas T. Weir
		 	Title:	 	Vice President and Treasurer
	
	US AIRWAYS GROUP INC., as a Guarantor
		
	By:	 	 /s/ Thomas T. Weir

		 	Name:	 	Thomas T. Weir
		 	Title:	 	Vice President and Treasurer
	
	US AIRWAYS INC., as a Guarantor
		
	By:	 	 /s/ Thomas T. Weir

		 	Name:	 	Thomas T. Weir
		 	Title:	 	Vice President and Treasurer


 Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)








 
			
	CITIBANK N.A.,
	as Administrative Agent
		
	By:	 	 /s/ Matthew S. Burke

	Name:	 	Matthew S. Burke
	Title:	 	Vice President


 Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)








 
			
	CITIBANK N.A.,
	as Issuing Lender
		
	By:	 	 /s/ Scott Slavik

	Name:	 	Scott Slavik
	Title:	 	Vice President


 Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)








 
			
	CITIBANK N.A., as an Existing Revolving Lender
		
	By:	 	 /s/ Robert Cohen

	Name:	 	Robert Cohen
	Title:	 	Vice President


 Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)








 
			
	Bank of America, N.A.
	as Existing Revolving Lender
		
	By:	 	 /s/ Christopher Wozniak

	Name:	 	Christopher Wozniak
	Title:	 	Vice President


 Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)








 
			
	Barclays Bank PLC
	as an Existing Revolving Lender
		
	By:	 	 /s/ Christopher Lee

	Name:	 	Christopher Lee
	Title:	 	Vice President


 Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)








 
			
	BNP PARIBAS, as an Existing Revolving Lender
		
	By:	 	 /s/ Robert Papas

	Name:	 	Robert Papas
	Title:	 	Director
		 	Transportation Group-Aviation Finance
		
		 	/s/ ERIC CHILTON
		 	ERIC CHILTON
		 	MANAGING DIRECTOR


 First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR) 







 
			
	Credit Agricole Corporate and Investment Bank
	as an Existing Revolving Lender
		
	By:	 	 /s/ Yevgeniya Levitin

	Name:	 	Yevgeniya Levitin
	Title:	 	Managing Director
		
	By:	 	 /s/ Thomas Jean

	Name:	 	Thomas Jean
	Title:	 	Director


 Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)








 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an Existing Revolving Lender
		
	By:	 	 /s/ VIPUL DHADDA

	Name:	 	VIPUL DHADDA
	Title:	 	AUTHORIZED SIGNATORY
		
	By:	 	 /s/ D. ANDREW MALETTA

	Name:	 	D. ANDREW MALETTA
	Title:	 	AUTHORIZED SIGNATORY


 First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR) 







 
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	as Existing Revolving Lender
		
	By:	 	 /s/ Michael Shannon

	Name:	 	Michael Shannon
	Title:	 	Vice President
		
	By:	 	 /s/ Peter Cucchiara

	Name:	 	Peter Cucchiara
	Title:	 	Vice President


 Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)








 
			
	GOLDMAN SACHS BANK USA,
	as Existing Revolving Lender
		
	By:	 	 /s/ Rebecca Kratz

	Name:	 	Rebecca Kratz
	Title:	 	Authorized Signatory



  
 Signature Page
– First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR) 








 
			
	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,
	as a New Revolving Lender
		
	By:	 	 /s/ Marcia Bockol

	Name:	 	Marcia Bockol
	Title:	 	Executive Director, ICBC, New York Branch
		
	By:	 	 /s/ Vito Ferrara

	Name:	 	Vito Ferrara
	Title:	 	Deputy General Manager



  
 Signature Page
– First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR) 









			
	JPMORGAN CHASE BANK, N.A.
	as Existing Revolving Lender
		
	By:	 	 /s/ Matthew H. Massie

	Name:	 	Matthew H. Massie
	Title:	 	Managing Director



  
 Signature Page
– First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR) 








 
			
	MORGAN STANLEY BANK, N.A.,
	as an Existing Revolving Lender
		
	By:	 	 /s/ Michael King

	Name:	 	Michael King
	Title:	 	Authorized Signatory



  
 Signature Page
– First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR) 








 
			
	MORGAN STANLEY SENIOR FUNDING, INC.,
	as a New Revolving Lender
		
	By:	 	 /s/ Michael King

	Name:	 	Michael King
	Title:	 	Vice President



  
 Signature Page
– First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR) 








 
			
	US Bank, National Association,
	as a New Revolving Lender
		
	By:	 	 /s/ Steven L. Sawyer

	Name:	 	Steven L. Sawyer
	Title:	 	Senior Vice President



  
 Signature Page
– First Amendment to Amended and Restated Credit and Guaranty Agreement (LHR) 








 Schedule 1 

New Revolving Commitments 
  

					
	 Name of Bank
	  	New Revolving
Commitment	 
	 Citibank, N.A.
	  	$	61,225,600.00	  
	 Bank of America, N.A.
	  	$	61,225,600.00	  
	 Barclays Bank PLC
	  	$	61,225,600.00	  
	 BNP Paribas
	  	$	30,612,600.00	  
	 Credit Agricole Corporate and Investment Bank
	  	$	30,612,600.00	  
	 Credit Suisse AG, Cayman Islands Branch
	  	$	61,225,600.00	  
	 Deutsche Bank AG New York Branch
	  	$	61,225,600.00	  
	 Goldman Sachs Bank USA
	  	$	61,225,600.00	  
	 Industrial and Commercial Bank of China Limited, New York Branch
	  	$	52,835,000.00	  
	 JPMorgan Chase Bank, N.A.
	  	$	61,225,600.00	  
	 Morgan Stanley Bank, N.A.
	  	$	49,995,600.00	  
	 Morgan Stanley Senior Funding, Inc.
	  	$	11,230,000.00	  
	 US Bank, National Association
	  	$	21,135,000.00	  
		  	  
	  
	 
	 Total
	  	$	625,000,000.00	  
		  	  
	  
	 








 Schedule 2 

ANNEX A 

Lenders and Commitments 
  

									
	 Name of Bank
	  	Revolving
Commitment	 	  	LC
Commitment	 
	 Citibank, N.A.
	  	$	105,670,000	  	  	$	300,000,000	  
	 Bank of America, N.A.
	  	$	105,670,000	  	  	 	—  	  
	 Barclays Bank PLC
	  	$	105,670,000	  	  	 	—  	  
	 BNP Paribas
	  	$	52,835,000	  	  	 	—  	  
	 Credit Agricole Corporate and Investment Bank
	  	$	52,835,000	  	  	 	—  	  
	 Credit Suisse AG, Cayman Islands Branch
	  	$	105,670,000	  	  	 	—  	  
	 Deutsche Bank AG New York Branch
	  	$	105,670,000	  	  	 	—  	  
	 Goldman Sachs Bank USA
	  	$	105,670,000	  	  	 	—  	  
	 Industrial and Commercial Bank of China Limited, New York Branch
	  	$	52,835,000	  	  	 	—  	  
	 JPMorgan Chase Bank, N.A.
	  	$	105,670,000	  	  	 	—  	  
	 Morgan Stanley Bank, N.A.
	  	$	94,440,000	  	  	 	—  	  
	 Morgan Stanley Senior Funding, Inc.
	  	$	11,230,000	  	  	 	—  	  
	 US Bank, National Association
	  	$	21,135,000	  	  	 	—  	  
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	1,025,000,000	  	  	$	300,000,000