Exhibit 10.2


 


Execution Copy




 





 


$975,000,000

SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT


 


Among


 


NORTHWEST AIRLINES CORPORATION


 


NORTHWEST AIRLINES HOLDINGS CORPORATION


 


NWA INC.,

as Guarantors,


 


NORTHWEST AIRLINES, INC.,

as Borrower,


 


The Several Lenders

from Time to Time Parties Hereto,


 


CITICORP USA, INC.,

as Documentation Agent,


 


U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agent,


 


DEUTSCHE BANK SECURITIES INC.,

as Syndication Agent,


 


CALYON NEW YORK BRANCH,

as Co-Syndication Agent


 


ABN AMRO BANK N.V., 

as Agent


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


Dated as of April 15, 2005




 





 


J.P. MORGAN
SECURITIES INC.

DEUTSCHE BANK SECURITIES INC.,

as Tranche A Joint Lead Arrangers and Joint Bookrunners


 


J.P. MORGAN
SECURITIES INC.

CITIGROUP GLOBAL MARKETS INC.,

as Tranche B Joint Lead Arrangers and Joint Bookrunners

and

as Tranche C Joint Lead Arrangers and Joint Bookrunners


 





















 


TABLE OF CONTENTS


 


 


	
  Section 1

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Defined Terms

  	
   

  
	
   

  	
  1.2

  	
  Other Definitional Provisions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2

  	
  AMOUNT AND TERMS
  OF COMMITMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Term Commitments

  	
   

  
	
   

  	
  2.2

  	
  Procedure for Term Loan Borrowing

  	
   

  
	
   

  	
  2.3

  	
  Repayment of Term Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3

  	
  GENERAL
  PROVISIONS APPLICABLE TO LOANS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Optional Prepayments

  	
   

  
	
   

  	
  3.2

  	
  Mandatory Prepayments

  	
   

  
	
   

  	
  3.3

  	
  Conversion and Continuation Options

  	
   

  
	
   

  	
  3.4

  	
  Limitations on Eurodollar Tranches

  	
   

  
	
   

  	
  3.5

  	
  Interest Rates and Payment Dates

  	
   

  
	
   

  	
  3.6

  	
  Computation of Interest and Fees

  	
   

  
	
   

  	
  3.7

  	
  Inability to Determine Interest Rate

  	
   

  
	
   

  	
  3.8

  	
  Pro Rata Treatment and Payments

  	
   

  
	
   

  	
  3.9

  	
  Requirements of Law

  	
   

  
	
   

  	
  3.10

  	
  Taxes

  	
   

  
	
   

  	
  3.11

  	
  Indemnity

  	
   

  
	
   

  	
  3.12

  	
  Change of Lending Office

  	
   

  
	
   

  	
  3.13

  	
  Replacement of Lenders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Financial Condition; Financial Outlook

  	
   

  
	
   

  	
  4.2

  	
  No Change

  	
   

  
	
   

  	
  4.3

  	
  Corporate Existence; Compliance with Law

  	
   

  
	
   

  	
  4.4

  	
  Corporate Power; Authorization; Enforceable
  Obligations

  	
   

  
	
   

  	
  4.5

  	
  No Legal Bar

  	
   

  
	
   

  	
  4.6

  	
  Litigation

  	
   

  
	
   

  	
  4.7

  	
  Ownership of the Pool Assets

  	
   

  
	
   

  	
  4.8

  	
  Federal Regulations

  	
   

  
	
   

  	
  4.9

  	
  ERISA

  	
   

  
	
   

  	
  4.10

  	
  Investment Company Act

  	
   

  
	
   

  	
  4.11

  	
  Subsidiaries

  	
   

  
	
   

  	
  4.12

  	
  Use of Proceeds

  	
   

  
	
   

  	
  4.13

  	
  True and Complete Disclosure

  	
   

  
	
   

  	
  4.14

  	
  Air Carrier

  	
   

  
	
   

  	
  4.15

  	
  Aircraft Collateral

  	
   

  
	
   

  	
  4.16

  	
  Pacific Routes

  	
   

  
	
   

  	
  4.17

  	
  Slot Utilization

  	
   

  
	
   

  	
  4.18

  	
  Foreign Slot Utilization

  	
   

  
	
   

  	
  4.19

  	
  Route Utilization

  	
   

  



 





















 


	
   

  	
  4.20

  	
  Security Documents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5

  	
  CONDITIONS
  PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Financial Statements

  	
   

  
	
   

  	
  6.2

  	
  Certificates; Other
  Information

  	
   

  
	
   

  	
  6.3

  	
  Payment of Taxes

  	
   

  
	
   

  	
  6.4

  	
  Maintenance of Existence;
  Compliance

  	
   

  
	
   

  	
  6.5

  	
  Maintenance of Property;
  Insurance

  	
   

  
	
   

  	
  6.6

  	
  Inspection of Property; Books
  and Records; Discussions

  	
   

  
	
   

  	
  6.7

  	
  Notices

  	
   

  
	
   

  	
  6.8

  	
  Performance of Obligations

  	
   

  
	
   

  	
  6.9

  	
  End of Fiscal Years; Fiscal
  Quarters

  	
   

  
	
   

  	
  6.10

  	
  Air Carrier

  	
   

  
	
   

  	
  6.11

  	
  ERISA

  	
   

  
	
   

  	
  6.12

  	
  Security Interests;
  Additional Collateral

  	
   

  
	
   

  	
  6.13

  	
  Gate Utilization

  	
   

  
	
   

  	
  6.14

  	
  Slot Utilization

  	
   

  
	
   

  	
  6.15

  	
  Foreign Slot Utilization.

  	
   

  
	
   

  	
  6.16

  	
  Route Utilization; Route
  Reporting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7

  	
  NEGATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Financial Condition Covenants

  	
   

  
	
   

  	
  7.2

  	
  Indebtedness

  	
   

  
	
   

  	
  7.3

  	
  Liens

  	
   

  
	
   

  	
  7.4

  	
  Fundamental Changes

  	
   

  
	
   

  	
  7.5

  	
  Disposition of Pool Assets

  	
   

  
	
   

  	
  7.6

  	
  Restricted Payments

  	
   

  
	
   

  	
  7.7

  	
  Transactions with Affiliates

  	
   

  
	
   

  	
  7.8

  	
  Lines of Business

  	
   

  
	
   

  	
  7.9

  	
  ERISA

  	
   

  
	
   

  	
  7.10

  	
  Investments

  	
   

  
	
   

  	
  7.11

  	
  Acquisitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8

  	
  EVENTS OF
  DEFAULT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9

  	
  GUARANTY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  The Guaranty

  	
   

  
	
   

  	
  9.2

  	
  Bankruptcy

  	
   

  
	
   

  	
  9.3

  	
  Nature of Liability

  	
   

  
	
   

  	
  9.4

  	
  Independent Obligation

  	
   

  
	
   

  	
  9.5

  	
  Authorization

  	
   

  
	
   

  	
  9.6

  	
  Reliance

  	
   

  
	
   

  	
  9.7

  	
  Subordination

  	
   

  
	
   

  	
  9.8

  	
  Waiver

  	
   

  
	
   

  	
  9.9

  	
  Limitation on Enforcement

  	
   

  



 


ii





















 


	
  Section 10

  	
  THE AGENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Appointment

  	
   

  
	
   

  	
  10.2

  	
  Delegation of Duties

  	
   

  
	
   

  	
  10.3

  	
  Exculpatory Provisions

  	
   

  
	
   

  	
  10.4

  	
  Reliance by Agents

  	
   

  
	
   

  	
  10.5

  	
  Notice of Default

  	
   

  
	
   

  	
  10.6

  	
  Non-Reliance on Agents and
  Other Lenders

  	
   

  
	
   

  	
  10.7

  	
  Indemnification

  	
   

  
	
   

  	
  10.8

  	
  Agent in Its Individual
  Capacity

  	
   

  
	
   

  	
  10.9

  	
  Successor Administrative
  Agent

  	
   

  
	
   

  	
  10.10

  	
  Other Agents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Amendments and Waivers

  	
   

  
	
   

  	
  11.2

  	
  Notices

  	
   

  
	
   

  	
  11.3

  	
  No Waiver; Cumulative
  Remedies

  	
   

  
	
   

  	
  11.4

  	
  Survival of Representations
  and Warranties

  	
   

  
	
   

  	
  11.5

  	
  Payment of Expenses and
  Taxes

  	
   

  
	
   

  	
  11.6

  	
  Successors and Assigns;
  Participations and Assignments

  	
   

  
	
   

  	
  11.7

  	
  Adjustments; Set-off

  	
   

  
	
   

  	
  11.8

  	
  Counterparts

  	
   

  
	
   

  	
  11.9

  	
  Severability

  	
   

  
	
   

  	
  11.10

  	
  Integration

  	
   

  
	
   

  	
  11.11

  	
  GOVERNING
  LAW

  	
   

  
	
   

  	
  11.12

  	
  Submission To Jurisdiction;
  Waivers

  	
   

  
	
   

  	
  11.13

  	
  Acknowledgements

  	
   

  
	
   

  	
  11.14

  	
  Intercreditor Agreement

  	
   

  
	
   

  	
  11.15

  	
  Confidentiality

  	
   

  
	
   

  	
  11.16

  	
  WAIVERS OF
  JURY TRIAL

  	
   

  
	
   

  	
  11.17

  	
  Termination; Releases of Guarantees
  and Liens

  	
   

  
	
   

  	
  11.18

  	
  Effect of Amendment and
  Restatement of the Existing Credit Agreement

  	
   

  



 


iii





















 


	
  SCHEDULES:

  	
   

  
	
   

  	
   

  
	
  1.1(a)

  	
  Commitments

  	
   

  
	
  1.1(b)

  	
  Tranche C Commitments

  	
   

  
	
  4.4

  	
  Consents, Authorizations, Filings and Notices

  	
   

  
	
  4.12

  	
  Subsidiaries

  	
   

  
	
  7.2(c)

  	
  Existing Indebtedness

  	
   

  
	
  7.5

  	
  Pool Assets

  	
   

  
	
   

  	
   

  
	
  EXHIBITS:

  	
   

  
	
   

  	
   

  
	
  A

  	
  Form of Closing Certificate

  	
   

  
	
  B

  	
  Form of Assignment and Acceptance

  	
   

  
	
  C

  	
  Form of Exemption Certificate

  	
   

  
	
  D

  	
  Form of Compliance Certificate

  	
   

  
	
  E

  	
  Form of Prepayment Option Notice

  	
   

  
	
  F

  	
  Form of Certificate of Chief Financial Officer

  	
   

  



 


iv





















 


SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE
AGREEMENT, dated as of April 15, 2005, among NORTHWEST AIRLINES
CORPORATION, a Delaware corporation (“Holdings”), NORTHWEST AIRLINES
HOLDINGS CORPORATION, a Delaware corporation (“NWAC”), NWA INC., a
Delaware corporation (“NWA”), NORTHWEST AIRLINES, INC., a Minnesota
corporation (the “Borrower”), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the “Lenders”),
DEUTSCHE BANK SECURITIES INC., as Syndication Agent (in such capacity, the “Syndication
Agent”), CITICORP USA, INC., as Documentation Agent (in such capacity, the
“Documentation Agent”), CALYON NEW YORK BRANCH, as Co-Syndication Agent
(in such capacity, the “Co-Syndication Agent”), U.S. BANK NATIONAL
ASSOCIATION, as Co-Documentation Agent (in such capacity, the “Co-Documentation
Agent”), ABN AMRO BANK N.V., as Agent (in such capacity, the “Agent”),
JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as
Administrative Agent (in such capacity, the “Administrative Agent”),
J.P. MORGAN SECURITIES INC. and DEUTSCHE BANK SECURITIES INC., as Joint Lead
Arrangers and Joint Bookrunners for the Tranche A Term Facility (as defined
herein) (collectively, in such capacities, the “Tranche A Joint Lead
Arrangers”), and J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS
INC., as Joint Lead Arrangers and Joint Bookrunners for the Tranche B Term
Facility and the Tranche C Term Facility (in each case, as defined herein)
(collectively, in such capacities, the “Tranche B Joint Lead Arrangers”
and the “Tranche C Joint Lead Arrangers”, as the case may be, and
collectively with the Tranche A Joint Lead Arrangers, the “Joint Lead
Arrangers”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, the Borrower, certain of the Lenders and
the Administrative Agent are parties to the Amended and Restated Credit and
Guarantee Agreement, dated as of November 23, 2004 (as amended, the “Existing
Credit Agreement”);


 


WHEREAS, pursuant to the Existing Credit Agreement,
certain of the Lenders have made loans to the Borrower (collectively, the “Existing
Loans”) which are secured pursuant to the Security Documents (as
hereinafter defined);


 


WHEREAS, the Borrower has requested that the
Existing Credit Agreement be amended and restated in the manner provided for herein;
and


 


WHEREAS, the security interests granted and
guarantees issued pursuant to the Existing Credit Agreement and the Security
Documents will continue to provide collateral security for the obligations of
the Borrower under this Agreement:


 


NOW, THEREFORE, the parties hereto hereby agree
that, subject to the satisfaction or waiver of the conditions set forth in
Section 5, the Existing Credit Agreement is hereby amended and restated in
its entirety to read as follows:


 


SECTION 1  DEFINITIONS


 


1.1           Defined Terms.  As used in this Agreement, the terms listed
in this Section 1.1 shall have the respective meanings set forth in this
Section 1.1.


 


“ABR”: 
for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on
such day and (b) the Federal Funds


 





















 


Effective Rate in effect on such day plus 1⁄2
of 1%.  For the purposes hereof:  “Prime Rate” shall mean the rate of
interest per annum publicly announced from time to time by the Reference Lender
as its prime rate in effect at its principal office in New York City (the Prime
Rate not being intended to be the lowest rate of interest charged by the
Reference Lender in connection with extensions of credit to debtors).  Any change in the ABR due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective as of the
opening of business on the effective day of such change in the Prime Rate or
the Federal Funds Effective Rate, respectively.


 


“ABR Loans”: 
Loans the rate of interest applicable to which is based upon the ABR.


 


“Acquisition”:  an acquisition, the consideration for which
is paid (in whole or in part) in cash (it being understood that any deferred
purchase price or assumed Indebtedness due within one year after any such
acquisition shall be treated as paid in cash as of the date of such
acquisition), by any Person of (a) the Capital Stock of any other Person
which, upon consummation of such acquisition, becomes a Subsidiary of such
Person, (b) assets constituting all or substantially all of the assets of
any other Person, (c) assets constituting an operating unit or division of
any other Person, (d) one or more Routes in a single transaction or series
of related transactions to the extent that the cash consideration for the
acquisition of such Routes exceeds $50,000,000, (e) Intellectual Property
used in connection with the operation of an air passenger or cargo business by
any other Person purchased outside the ordinary course of business from any
such Person in a single transaction or series of related transactions to the
extent that the cash consideration for the acquisition of such Intellectual
Property exceeds $25,000,000 and (f) Flight Equipment from any other
Person (other than a manufacturer) in a single transaction or series of related
transactions to the extent the cash consideration for the acquisition of such
Flight Equipment exceeds $100,000,000, including any such acquisition in
connection with the establishment of a low cost air passenger business.


 


“Administrative Agent”:  as defined in the preamble to this Agreement.


 


“Affiliate”: 
as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by, or is under common control with, such
Person.  For purposes of this definition,
“control” of a Person means the power, directly or indirectly, either to
(a) vote 10% or more of the securities having ordinary voting power for
the election of directors (or persons performing similar functions) of such
Person or (b) direct or cause the direction of the management and policies
of such Person, whether by contract or otherwise.


 


“Agent”: 
as defined in the preamble to this Agreement.


 


“Agents”: 
the collective reference to the Syndication Agent, the Documentation
Agent, the Co-Syndication Agent, the Co-Documentation Agent, the Agent, the
Joint Lead Arrangers and the Administrative Agent.


 


“Aggregate Exposure”:  with respect to any Lender at any time, an
amount equal to the aggregate then unpaid principal amount of such Lender’s Loans.


 


“Aggregate Exposure Percentage”:  with respect to any Lender at any time, the
ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such
time to the Aggregate Exposure of all Lenders at such time.


 


2





















 


“Agreement”: 
this Second Amended and Restated Credit and Guarantee Agreement, as
amended, supplemented or otherwise modified from time to time.


 


“Aircraft Collateral”:  all “Collateral” as defined in the Aircraft
Mortgage Agreement.


 


“Aircraft Mortgage Agreement”:  the Aircraft Mortgage and Security Agreement
dated as of October 23, 2001, executed and delivered by the Borrower in
favor of the Collateral Agent, as amended, supplemented or otherwise modified
from time to time.


 


“Applicable Rate”:  (a) with respect to Tranche A Term
Loans, (i) 4.25%, in the case of ABR Loans, and (ii) 5.25%, in the
case of Eurodollar Loans, (b) with respect to Tranche B Term Loans,
(i) 5.75%, in the case of ABR Loans, and (ii) 6.75%, in the case of
Eurodollar Loans, and (c) with respect to the Tranche C Term Loans,
(i) 5.25%, in the case of ABR Loans and (ii) 6.25%, in the case of
Eurodollar Loans.


 


“Allocable Prepayment Percentage”:  at any time, the ratio (expressed as a
percentage) of (a) the aggregate outstanding principal amount of the Loans
to (b) the sum of the aggregate outstanding principal amount of the Loans plus
the aggregate outstanding principal amount of any Pari Passu Obligations at
such time.


 


“Applicable Appraisal Discount Rate”:  on the date of any valuation done in
connection with an Appraisal, 11.5% for purposes of determining compliance with
the Coverage Test; provided that, to the extent the Treasury Rate as
determined immediately prior to such Appraisal is greater than 8%, the Applicable
Appraisal Discount Rate will be increased by an amount equal to the difference
between such Treasury Rate and 8%; and provided  further that, to
the extent the Treasury Rate as determined immediately prior to such Appraisal
is less than 3%, the Applicable Appraisal Discount Rate will be decreased by an
amount equal to the difference between 3% and such Treasury Rate.


 


“Appraisal”: 
an appraisal, dated the date of delivery thereof to the Lenders pursuant
to the terms of this Agreement, by BK Associates Inc. (as to any aircraft
included in the Pool Assets), Simat, Helliesen & Eichner, Inc.
(as to the Pacific Routes or any aircraft included in the Pool Assets), or
another independent appraisal firm satisfactory at the time of such Appraisal
to the Borrower and the Administrative Agent, setting forth (i) in the
case of the aircraft included in the Pool Assets, the fair market value
thereof, as determined in accordance with the definition of “fair market value”
promulgated by the International Society of Transport Aircraft Trading on a
basis consistent with the Appraisal delivered in accordance with
Section 5(h), and (ii) in the case of the Pacific Routes (as
described in the Appraisal), the current fair market value thereof utilizing
the Applicable Appraisal Discount Rate, in each case as of the date of such
appraisal of each Pool Asset or proposed Pool Asset, as the case may be.


 


“Appraised Value”:  as of any date of determination, the value as
of such date of each Pool Asset or proposed Pool Asset, as the case may be, as
set forth in the most recently delivered Appraisal.


 


“Assignee”: 
as defined in Section 11.6(c).


 


“Assignment and Acceptance”:  an Assignment and Acceptance, substantially
in the form of Exhibit B.


 


3





















 


“Assignor”: 
as defined in Section 11.6(c).


 


“Authorized Officer”:  as to any Loan Party, the Chief Executive
Officer, the Chief Financial Officer or any Vice President and above who
reports directly or indirectly to the Chief Financial Officer of such Loan
Party.


 


“Base Number of Japanese Foreign Slots”: at
any time, the sum of (a) the total number of Japanese Foreign Slots owned
by the Borrower as of the Original Closing Date, plus (b) any
Japanese Foreign Slots acquired by the Borrower after the Original Closing
Date.


 


“Benefited Lender”:  as defined in Section 11.7(a).


 


“Board”: 
the Board of Governors of the Federal Reserve System of the United
States (or any successor).


 


“Borrower”: 
as defined in the preamble to this Agreement.


 


“Borrowing Date”: (a) with respect to
the Tranche A Term Loans and the Tranche B Term Loans, the Original Closing
Date, and (b) with respect to the Tranche C Term Loans, the Second
Amendment and Restatement Closing Date.


 


“Business Day”:  a day other than a Saturday, Sunday or other
day on which commercial banks in New York City or Minneapolis, Minnesota are
authorized or required by law to close, provided, that with respect to
notices and determinations in connection with, and payments of principal and
interest on, Eurodollar Loans, such day is also a day for trading by and
between banks in Dollar deposits in the interbank eurodollar market.


 


“Capital Lease Obligations”:  as to any Person, the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP and, for the
purposes of this Agreement, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in accordance with GAAP.


 


“Capital Stock”:  any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a
corporation) and any and all warrants, rights or options to purchase any of the
foregoing.


 


“Cash Liquidity”:  at any time, the sum of (a) unrestricted
cash and cash equivalents of Holdings and its Subsidiaries at such time and
(b) unrestricted short term investments of Holdings and its Subsidiaries
at such time.


 


“Certificated Air Carrier”:  a Citizen of the United States holding a
carrier operating certificate issued by the Secretary of Transportation
pursuant to Chapter 447 of Title 49, for aircraft capable of carrying ten or
more individuals or 6,000 pounds or more of cargo.


 


“Citizen of the United States”:  shall have the meaning provided in
Section 40102(a)(15) of Title 49.


 


4





















 


“Code”: 
the Internal Revenue Code of 1986, as amended from time to time.


 


“Co-Documentation Agent”:  as defined in the preamble to this Agreement.


 


“Co-Syndication Agent”:  as defined in the preamble to this Agreement.


 


“Collateral”: 
any of the Pool Assets upon which a Lien is purported to be created by
any Security Document including, without limitation, all Aircraft Collateral
and all Route Collateral.


 


“Collateral Agent”:  JPMorgan Chase, in its capacity as Collateral
Agent.


 


“Commitment”: 
as to any Lender, the sum of the Tranche A Term Commitment, the Tranche
B Term Commitment and the Tranche C Term Commitment of such Lender.


 


“Commonly Controlled Entity”:  an entity, whether or not incorporated, that
is under common control with the Borrower within the meaning of
Section 4001 of ERISA or is part of a group that includes the Borrower and
that is treated as a single employer under Section 414 of the Code.


 


“Compliance Certificate”:  a certificate substantially in the form of
Exhibit D (with such changes as may be approved by the Administrative
Agent).


 


“Consolidated EBITDAR”:  for any period, without duplication, the
consolidated operating income of Holdings and its Subsidiaries for such period
(calculated on a consolidated basis in accordance with GAAP and in a manner
consistent with the consolidated financial statements of Holdings and its
Subsidiaries for the period ended September 30, 2004) plus
(i) consolidated aircraft operating rental expenses of Holdings and its
Subsidiaries that were deducted in arriving at the amount of such consolidated
operating income for such period plus (ii) amortization and
depreciation that were deducted in arriving at the amount of such consolidated
operating income for such period plus (iii) interest income of
Holdings and its Subsidiaries during such period plus (iv) all
government reimbursements in cash for losses incurred as a result of
developments affecting the aviation industry (including, without limitation,
terrorist acts and epidemic diseases) plus (v) any non-recurring
non-cash charges of Holdings and its Subsidiaries recorded during such period
(excluding any such charge incurred in the ordinary course of business that
constitutes an accrual of or a reserve for cash charges for any future period),
all as determined on a consolidated basis in accordance with GAAP, provided,
however, that cash payments made in such period or in any future period
in respect of such noncash charges (excluding any such charge incurred in the
ordinary course of business that constitutes an accrual of or a reserve for
cash charges for any future period) shall be subtracted in calculating
Consolidated EBITDAR in the period when such payments are made, and provided
further that Consolidated EBITDAR shall be calculated without giving
effect to any acceleration of flight equipment rental expense after the
Original Closing Date required as a result of the Borrower’s decision to remove
an aircraft or aircraft class from the operating fleet of the Borrower.


 


“Consolidated Fixed Charges”:  for any period, the total consolidated
interest expense of Holdings and its Subsidiaries for such period (calculated
without regard to any limitations on the payment thereof) plus, without
duplication, that portion of Capital Lease Obligations of Holdings and its
Subsidiaries representing the interest factor for such period, plus the
total consolidated aircraft operating rental expenses of Holdings and its
Subsidiaries for such period, all as determined on a consolidated basis in
accordance with GAAP, provided that Consolidated Fixed


 


5





















 


Charges shall be calculated without giving
effect to any acceleration of flight equipment rental expense after the
Original Closing Date required as a result of the Borrower’s decision to remove
an aircraft or aircraft class from the operating fleet of the Borrower.


 


“Contingent Obligation”:  as to any Person, any obligation of such
Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations (“primary obligations”) of any other
Person (other than Holdings or any of its Subsidiaries) (the “primary
obligor”), in any manner, whether directly or indirectly, including any
obligation of such Person, whether or not contingent, (i) to purchase any
such primary obligation or any property constituting direct or indirect
security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or
hold harmless the holder of such primary obligation against loss in respect
thereof; provided, however, that the term Contingent Obligation
shall not include endorsements of instruments for deposit or collection in the
ordinary course of business.  The amount
of any Contingent Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made (or, if less, the maximum amount of such primary
obligation for which such Person may be liable pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
person in good faith.


 


“Contractual Obligation”:  as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.


 


“Coverage Test”:  at any time, the Total Appraised Value Ratio
shall not be less than 175% at such time, or, if Cash Liquidity is less than
$1,000,000,000 at such time, the Total Appraised Value Ratio shall not be less
than 200% at such time.


 


“Default”: 
any of the events specified in Section 8, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


 


“Disposed Japanese Foreign Slots”: at any
time, the Japanese Foreign Slots sold, transferred, leased (so long as such
lease remains in effect and conveys to another Person the right to utilize the
relevant Japanese Foreign Slot) or otherwise disposed of by the Borrower after
the Original Closing Date.


 


“Disposition”:  with respect to any property, any sale,
lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof (excluding, however, the creation or imposition of any
Lien).  The terms “Dispose” and “Disposed
of” shall have correlative meanings.


 


“Documentation Agent”:  as defined in the preamble to this Agreement.


 


“Dollars” and “$”:  dollars in lawful currency of the United
States.


 


“DOT”: 
the United States Department of Transportation.


 


6





















 


“Eligible Transferee”:  a commercial bank, financial institution,
other “accredited investor” (as defined in Regulation D of the Securities Act
of 1933, as amended), any Person that is engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business, or any Lender Affiliate, other than an
airline, a commercial air carrier, an air freight forwarder, an entity engaged
in the business of parcel transport by air or other similar Person or a
corporation or other entity controlling, controlled by or under common control
with such an airline, commercial air carrier, air freight forwarder, entity
engaged in the business of parcel transport by air or other similar Person.


 


“Environmental Laws”: any and all foreign,
Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time hereafter be in effect.


 


“ERISA”: 
the Employee Retirement Income Security Act of 1974, as amended from
time to time.


 


“ERISA Affiliate”:  each person (as defined in
Section 3(9) of ERISA) which together with Holdings or any of its
Subsidiaries would be deemed to be a “single employer” within the meaning of
Section 414(b), (c) or (o) of the Code.


 


“Eurocurrency Reserve Requirements”:  for any day as applied to a Eurodollar Loan,
the aggregate (without duplication) of the maximum rates (expressed as a decimal
fraction) of reserve requirements in effect on such day (including basic,
supplemental, marginal and emergency reserves under any regulations of the
Board) dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board) maintained by a member bank of the Federal Reserve System.


 


“Eurodollar Base Rate”:  with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate Service screen as of 11:00 a.m., London
time, two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear
on Page 3750 of the Telerate Service screen (or otherwise on such screen),
the “Eurodollar Base Rate” shall be determined by reference to such
other comparable publicly available service for displaying eurodollar rates as
may be selected by the Administrative Agent with the consent of the Borrower,
or in the absence of such availability or consent, by reference to the rate at
which the Administrative Agent is offered Dollar deposits at or about
11:00 a.m., New York City time, two Business Days prior to the beginning
of such Interest Period in the interbank eurodollar market where its eurodollar
and foreign currency and exchange operations are then being conducted for delivery
on the first day of such Interest Period for the number of days comprised
therein.


 


“Eurodollar Loans”:  Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.


 


“Eurodollar Rate”:  with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such
day in accordance with the following formula (rounded upward to the nearest
1/100th of 1%):


 


7





















 


	
   

  	
  Eurodollar Base Rate

  	
   

  
	
   

  	
  1.00 – Eurocurrency
  Reserve Requirements

  	
   

  



 


“Eurodollar Tranche”:  the collective reference to Eurodollar Loans
under a particular Facility the then current Interest Periods with respect to
all of which begin on the same date and end on the same later date (whether or
not such Loans shall originally have been made on the same day).


 


“Event of Default”:  any of the events specified in
Section 8, provided that any requirement for the giving of notice,
the lapse of time, or both, has been satisfied.


 


“Existing Credit Agreement”:  as defined in the recitals to this Agreement.


 


“Existing Route Security Agreement”:  the Route Security Agreement dated as of
October 23, 2001, executed and delivered by the Borrower in favor of the
Collateral Agent, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Existing Loans”:  as defined in the recitals to this Agreement.


 


“Facility”: 
each of (a) the Tranche A Term Facility, (b) the Tranche B
Term Facility and (c) the Tranche C Term Facility.


 


“FAA”: 
the Federal Aviation Administration.


 


“Federal Funds Effective Rate”:  for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average
of the quotations for the day of such transactions received by the Reference
Lender from three federal funds brokers of recognized standing selected by it.


 


“Fifth Freedom Rights”:  the operational right pursuant to a bilateral
treaty between the United States and a foreign country to enplane passenger
traffic and cargo in such foreign country and deplane it in another foreign
country.


 


“Financial Outlook”:  the multi-year financial outlook for Holdings
and its consolidated Subsidiaries dated November 3, 2004, as modified by
the 2005 financial outlook for Holdings and it consolidated Subsidiaries dated
March 2005.


 


“First Amendment”:  the First Amendment dated as of
April 12, 2005 to the Existing Credit Agreement.


 


“Flight”: (a) the completion of a
non-stop passenger and/or cargo flight utilizing the Pacific Routes from a
point of origin in the United States of America to a destination in Japan or
China and from a point of origin in Japan or China to a destination in the
United States of America and (b) the completion of a non-stop passenger
and/or cargo flight utilizing the Pacific Routes (other than a flight described
in clause (a) of this definition).


 


“Flight Equipment”:  any aircraft, airframes or engines and all
parts incorporated or installed in or attached or made a part of the aircraft,
airframes or engines.


 


8





















 


“Foreign Aviation Authorities”: foreign or governmental, regulatory or
other agency or agencies which exercise jurisdiction over the issuance or
authorization to serve any foreign point on each of the Pacific Routes and/or
operations related to the Pacific Routes and Supporting Route Facilities.


 


“Foreign Slot”: all of the rights and
operational authority, now held or hereafter acquired, of the Borrower to
conduct one landing or takeoff operation during a specific hour or other period
at each non-U.S. airport necessary to operate a Pacific Route, whether or not
utilized by the Borrower.


 


“Funding Office”:  the office of the Administrative Agent
specified in Section 11.2 or such other office as may be specified from
time to time by the Administrative Agent as its funding office by written
notice to the Borrower and the Lenders.


 


“GAAP”: 
generally accepted accounting principles in the United States as in
effect from time to time.


 


“Gate Leaseholds”:  at any time, all of the right, title,
privilege, interest, and authority now or hereafter acquired or held by the
Borrower in connection with the right to use, operate or occupy space in an
airport terminal at which the Borrower conducts scheduled operations for direct
non-stop flights (or flights originating at a Northwest Hub) to and within Asia
using the Pacific Routes to the extent such Gate Leasehold is utilized in
connection with the Pacific Routes at such time.  To the extent that the Borrower ceases to use
any Gate Leasehold in connection with the Pacific Routes, such Gate Leasehold
shall automatically cease to be a Gate Leasehold hereunder, including, without
limitation, for purposes of Section 7.5.


 


“Governmental Authority”:  any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).


 


“Guarantors”: 
the collective reference to Holdings, NWAC and NWA.


 


“Hedging Obligations”:  as to any Person, all obligations and
liabilities of such Person under any Interest Rate Protection Agreement, which
are payable upon the termination of such agreement.


 


“Holdings”: 
as defined in the preamble to this Agreement.


 


“Indebtedness”:  as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of
such Person for borrowed money or for the deferred purchase price of property
or services but excluding trade accounts payable and accrued expenses incurred
in the ordinary course of business, (ii) the maximum amount available to
be drawn under all letters of credit issued for the account of such Person and
all unpaid drawings in respect of such letters of credit, (iii) all
Indebtedness of the types described in clause (i), (ii), (iv), (v),
(vi) or (vii) of this definition secured by any Lien on any property
owned by such Person, whether or not such Indebtedness has been assumed by such
Person (to the extent of the value of the respective property),
(iv) Capital Lease Obligations, (v) all obligations of such person to
pay a specified purchase price for goods or services, whether or not delivered
or accepted, i.e., take-or-pay and similar obligations,


 


9





















 


(vi) all Contingent Obligations of such
Person and (vii) all Hedging Obligations under any Interest Rate
Protection Agreement.


 


“Intellectual Property”:  the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or
in equity for infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.


 


“Intercreditor Agreement”:  the Second Amended and Restated Intercreditor
Agreement dated as of July 31, 2003 among the Administrative Agent, U.S.
Bank National Association, the PBGC, the Borrower and the Guarantors, as the
same may be amended, supplemented or otherwise modified from time to time.


 


“Interest Payment Date”:  (a) as to any ABR Loan, the fifteenth
day of each March, June, September and December to occur while such
Loan is outstanding and the final maturity date of such Loan, (b) as to
any Eurodollar Loan having an Interest Period of three months or less, the last
day of such Interest Period, (c) as to any Eurodollar Loan having an
Interest Period longer than three months, each day that is three months, or a
whole multiple thereof, after the first day of such Interest Period and the
last day of such Interest Period and (d) as to any Loan, the date of any
repayment or prepayment made in respect thereof.


 


“Interest Period”:  as to any Eurodollar Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurodollar Loan and ending one, two, three, six or (if
available to all Lenders under the relevant Facility) nine or twelve months
thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto and
(b) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan and ending one,
two, three, six or (if available to all Lenders under the relevant Facility)
nine or twelve months thereafter, as selected by the Borrower by irrevocable
notice to the Administrative Agent not less than three Business Days prior to
the last day of the then current Interest Period with respect thereto; provided
that, all of the foregoing provisions relating to Interest Periods are subject
to the following:


 


(A)          if any Interest Period would otherwise end on a day that is
not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be to carry
such Interest Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day;


 


(B)           the Borrower may not select an Interest Period for a
particular Facility that would extend beyond the anticipated final maturity
date of the relevant Loan;


 


(C)           any Interest Period that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of a calendar month; and


 


10





















 


(D)          the Borrower shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Loan during an Interest
Period for such Loan.


 


“Interest Rate Protection Agreement”:  any interest rate swap agreement, interest
rate cap agreement, interest collar agreement, interest rate hedging agreement
or other similar agreement or arrangement.


 


“Investments” as defined in
Section 7.10.


 


“Japanese Foreign Slots”: any Foreign Slot in
Japan.


 


“JFK”: 
New York’s John F. Kennedy (JFK) International Airport.


 


“Joint Lead Arrangers”:  as defined in the preamble to this Agreement.


 


“JPMorgan Chase”:  JPMorgan Chase Bank, N.A., a New York banking
corporation.


 


“Lax Two”: 
LAX TWO CORP., a non-profit California mutual benefit corporation.


 


“Lease”: 
any operating lease entered into by any Loan Party or any of its
Subsidiaries as lessee thereunder.


 


“Lenders”: 
as defined in the preamble to this Agreement.


 


“Lender Affiliate”:  (a) any Affiliate of any Lender,
(b) any Person that is administered or managed by any Lender and that is
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business
and (c) with respect to any Lender which is a fund that invests in
commercial loans and similar extensions of credit, any other fund that invests
in commercial loans and similar extensions of credit and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such Lender
or investment advisor.


 


“Lien”: 
any mortgage, pledge, hypothecation, assignment, security deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or security agreement of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement and
any capital lease having substantially the same economic effect as any of the
foregoing).


 


“Loan”: 
any loan made by any Lender pursuant to this Agreement.


 


“Loan Documents”:  this Agreement, each Security Document and
any Notes.


 


“Loan Parties”:  the Borrower and the Guarantors.


 


“Majority Facility Lenders”:  with respect to any Facility, the holders of
more than 50% of the aggregate unpaid principal amount of the Loans then
outstanding under such Facility.


 


“Material Adverse Effect”:  a material adverse effect on the financial
condition or results of operations of the Borrower and its Subsidiaries taken
as a whole.


 


11





















 


“Moody’s”: 
Moody’s Investors Service, Inc.


 


“Multiemployer Plan”:  a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA with respect to which the
Borrower or any of its ERISA Affiliates is an “employer” as defined in
Section 3(5) of ERISA.


 


“Non-Excluded Taxes”:  as defined in Section 3.10(a).


 


“Non-U.S. Lender”:  as defined in Section 3.10(d).


 


“Northwest Hub”:  as of the Original Closing Date, the airports
in Detroit, Michigan, Minneapolis, Minnesota, Memphis, Tennessee and Narita
Airport in Japan, and any other airport which becomes a central connection
point through which the Borrower coordinates flights utilizing the Pacific
Routes.


 


“Notes”: 
the collective reference to any promissory note evidencing Loans.


 


“NWA”: 
as defined in the preamble to this Agreement.


 


“NWAC”: 
as defined in the preamble to this Agreement.


 


“Obligations”:  the unpaid principal of and interest on
(including interest, fees and costs accruing after the maturity of the Loans
and interest, fees and costs accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest, fees or cost is allowed in such proceeding) the Loans
and all other obligations and liabilities of the Borrower to any Agent or
Lender (or, in the case of Specified Interest Rate Protection Agreements, any
affiliate of any Lender), whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which arise under,
out of, or in connection with, this Agreement, any other Loan Document, any
Specified Interest Rate Protection Agreement entered into with any Lender or
any affiliate of any Lender or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to any Agent or Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.


 


“Original Closing Date”:  November 23, 2004.


 


“Other Taxes”:  any and all present or future stamp or
documentary taxes or any other property taxes, charges or similar levies
arising from any payment made hereunder or from the execution, delivery or
enforcement of, this Agreement or any other Loan Document.


 


“Pacific Countries”: (i) countries
bordering the Pacific Ocean in Asia, North America, Australia and New Zealand,
(ii) islands surrounded by the Pacific Ocean and (iii) Thailand, Myanmar
(Burma), Laos and Cambodia.


 


“Pacific Routes”: the Routes described on
Schedule 7.5 and any other Routes to the Pacific Countries that are
acquired by or granted to the Borrower.


 


12





















 


“Pari Passu Commitments”:  at any time, the amount of unfunded lending
commitments under the Pari Passu Obligations at such time.


 


“Pari Passu Obligations”:  as defined in the Intercreditor Agreement.


 


“Participant”:  as defined in Section 11.6(b).


 


“PBGC”: 
the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA (or any successor).


 


“Pension Plan”: any plan (other than a
Multiemployer Plan) described in Section 4021(a) of ERISA, and not
excluded pursuant to Section 4021(b) of ERISA, with respect to which
any Loan Party or any of its ERISA Affiliates is a “contributing sponsor” as
defined in Section 4001(a)(13) of ERISA and each such plan for the five
year period immediately following the last date on which the Borrower or any of
its ERISA Affiliates contributed or had an obligation to contribute to such
plan.


 


“Permitted Liens”:  as defined in Section 7.3.


 


“Person”: 
an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.


 


“Pool Assets”:  the assets of the Borrower listed on
Schedule 7.5 (as modified pursuant to Section 7.5) and together with
all the engines necessary to comply with Section 7.5(c) and any
Pacific Routes and related Slots and Gate Leaseholds acquired by the Borrower.


 


“Rating Agency”:  S&P or Moody’s, as the case may be.


 


“Reference Lender”:  JPMorgan Chase.


 


“Register”: 
as defined in Section 11.6(d).


 


“Regulation U”:  Regulation U of the Board as in effect from
time to time.


 


“Removed Pool Assets”: assets which are no
longer Pool Assets as a result of such assets either (a) having been
removed from the Pool Assets in accordance with
Section 7.5(a)(ii) hereof or (b) having been involuntarily
disposed of (whether by loss of property due to theft, destruction,
confiscation, prohibition or use, any similar event or otherwise).


 


“Reorganization”:  with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of
Section 4241 of ERISA.


 


“Replaced Lender”:  as defined in Section 3.13.


 


“Replacement Airframe”: an aircraft (except
Engines (as defined in the Aircraft Mortgage Agreement) or engines from time to
time installed thereon) which shall have been made subject to the Lien of the
Aircraft Mortgage Agreement pursuant to Section 3.4 or 3.5 thereof.


 


“Replacement Engine”: an aircraft engine
suitable for installation and use on the relevant Airframe (as defined in the
Aircraft Mortgage Agreement) and which has a value, utility and


 


13





















 


remaining useful life (except for maintenance
cycle condition) at least equal to the Engine (as defined in the Aircraft
Mortgage Agreement) which it is replacing, assuming such Engine was of the
value, utility and remaining useful life (except for maintenance cycle
condition) required by the terms of the Aircraft Mortgage Agreement, and which
shall have been made subject to the Lien of the Aircraft Mortgage Agreement
pursuant to Section 3.4 or 3.5 thereof.


 


“Replacement Facility”:  a term loan facility or facilities in an
aggregate amount at any time outstanding not in excess of the aggregate
principal amount of the Loans theretofore or concurrently paid or prepaid.


 


“Replacement Lender”:  as defined in Section 3.13.


 


“Replacement Route”: a Route which has a
value at least equal to the Route which it is replacing and which shall have
been made subject to the pledge of the Route Security Agreement pursuant to
Section 1 thereof, subject to the satisfactory review and approval of the
Administrative Agent.


 


“Required Lenders”:  at any time, the holders of more than 50% of
the aggregate unpaid principal amount of the Loans then outstanding.


 


“Requirement of Law”:  as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of
an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.


 


“Responsible Officer”:  as to any Loan Party, the chief executive
officer, president, chief financial officer, treasurer or chief accounting
officer of such Loan Party, but in any event, with respect to financial
matters, the chief financial officer, treasurer or chief accounting officer of
such Loan Party.


 


“Restricted Payments”:  as defined in Section 7.6.


 


“Route Collateral”: all of the “Collateral”
as defined in the Route Security Agreements.


 


“Route Security Agreement”:  the Route Security Agreement dated as of the
Original Closing Date, executed and delivered by the Borrower in favor of the
Collateral Agent, as the same may be amended, supplemented or otherwise
modified from time to time, and collectively with the Existing Route Security
Agreement, the “Route Security Agreements”.


 


“Routes”: 
the route authorities which the Borrower holds or hereafter acquires the
requisite authority to operate pursuant to Title 49 including without
limitation, applicable frequencies, exemption and certificate authorities,
Fifth-Freedom Rights and “behind/beyond rights”, whether or not utilized by the
Borrower.


 


“S&P”: 
Standard & Poor’s Ratings Services, a division of the
McGraw-Hill Companies, Inc.


 


“SEC”: 
the Securities and Exchange Commission.


 


14





















 


“Second Amendment and Restatement Closing Date”:  the date on which the conditions precedent
set forth in Section 5 shall have been satisfied, which date is
April 15, 2005.


 


“Secured Creditors”: the Lenders, the
Administrative Agent and the Collateral Agent.


 


“Security Documents”:  the collective reference to the Aircraft
Mortgage Agreement, the Route Security Agreements, the Intercreditor Agreement
and all other security documents hereafter delivered to the Administrative
Agent granting a Lien on any property of any Person to secure the obligations
and liabilities of any Loan Party under any Loan Document.


 


“Significant Subsidiary”:  any Subsidiary that would be a “significant
subsidiary” of any of the Loan Parties within the meaning of the SEC’s
Regulation S-X.


 


“Slot”: 
at any time, all of the rights and operational authority of the Borrower
now held or hereafter acquired, to conduct one Instrument Flight Rule (as
defined under the FAA regulations) landing or takeoff operation during a
specific hour or half-hour period at JFK (or at any other slot-constrained
airport in the U.S.) pursuant to FAA regulations, including Title 14, to the
extent that any such slot is used to operate direct non-stop flights to Asia
using a Pacific Route and all take-off and landing rights and operational
authority of the Borrower at a Northwest Hub in the U.S. or other airport in
the U.S. which is an origination or destination point for flights utilizing the
Pacific Routes, in each case, at such time. 
To the extent that the Borrower ceases to use any Slot in connection
with the Pacific Routes, such Slot shall automatically cease to be a Slot
hereunder, including, without limitation, for purposes of Section 7.5.


 


“Specified Interest Rate Protection Agreement”:  any Interest Rate Protection Agreement
entered into by the Borrower and any Lender or Lender Affiliate designated by
the relevant Lender and the Borrower, by written notice to the Administrative
Agent, as a Specified Interest Rate Protection Agreement.


 


“Stage III Aircraft”: aircraft owned by the
Borrower certified as Stage III aircraft, as set forth in Federal Aviation
Regulation 36.1(f)(6), 14 C.F.R. § 36.1(f)(6) or any successor
regulation, as amended.


 


“Subsidiary”: 
(i) any corporation more than 50% of whose stock having by the
terms thereof ordinary voting power to elect a majority of the directors of
such corporation (irrespective of whether or not at the time stock of any other
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time owned by such Person
and/or one or more Subsidiaries of such Person and (ii) any partnership,
limited liability company, association, joint venture or other entity in which
such Person and/or one or more Subsidiaries of such Person has more than a 50%
equity interest at the time; provided, however, that (a) LAX
Two and its Subsidiaries shall be deemed not to be Subsidiaries of Holdings or
any of its Subsidiaries for all purposes of this Agreement (including the
calculation of the financial covenants and the definitions relating thereto)
and the other Loan Documents.


 


“Supporting Route Facilities”: the Borrower’s
gates, ticket counters, office space and baggage claim areas at each airport
necessary to operate a Pacific Route.


 


“Syndication Agent”:  as defined in the preamble to this Agreement.


 


15





















 


“Title 14”: 
Title 14 of the U.S. Code of Federal Regulations, Part 93, Subparts
K and S, as amended from time to time or any successor or recodified
regulation.


 


“Title 49”: 
Title 49 of the United States Code, which, among other things,
recodified and replaced the U.S. Federal Aviation Act of 1958, and the
regulations promulgated pursuant thereto or any subsequent legislation that
amends, supplements or supercedes such provisions.


 


“Termination Event”:  means a “reportable event” described in
Section 4043 of ERISA or in the regulations thereunder (excluding events
for which the requirement for notice of such reportable event has been waived
under subsection .22, .23, .25, .27, or .28 of PBGC Regulation Section 4043
and any event described in subsection .33 of PBGC Regulation
Section 4043).


 


“Total Appraised Value”: as of any date of
determination, the Appraised Value as of such date of all Pool Assets other
than the Removed Pool Assets.


 


“Total Appraised Value Ratio”: at any time,
the ratio of (a) Total Appraised Value (determined as of the then most
recent Appraisal of the Pool Assets) to (b) the sum of the aggregate
unpaid principal amount of the Loans then outstanding and any Pari Passu
Obligations (for purposes of this definition, Pari Passu Obligations shall
include any Pari Passu Commitments).


 


“Tranche A Term Commitment”: as to any
Lender, the obligation of such Lender, if any, to make a Tranche A Term Loan in
an aggregate principal amount not to exceed the amount set forth under the
heading “Tranche A Term Commitment” opposite such Lender’s name on
Schedule 1.1(a) to the Existing Credit Agreement or in the Assignment
and Acceptance pursuant to which such Lender become a party hereto, as the same
may be changed from time to time pursuant to the terms hereof.  The original aggregate amount of the Tranche
A Term Commitments is $575,000,000.


 


“Tranche A Term Facility”:  the Tranche A Term Commitments and the
Tranche A Term Loans made thereunder.


 


“Tranche A Term Lender”:  each Lender that has a Tranche A Term
Commitment or that holds a Tranche A Term Loan.


 


“Tranche A Term Loan”:  as defined in Section 2.1.


 


“Tranche A Term Percentage”:  as to any Tranche A Term Lender at any time,
the percentage which such Lender’s Tranche A Term Commitment then constitutes
of the total Tranche A Term Commitments (or, at any time after the Original
Closing Date, the percentage which the aggregate principal amount of such
Lender’s Tranche A Term Loans then outstanding constitutes of the aggregate
principal amount of the Tranche A Term Loans then outstanding).


 


“Tranche A Termination Date”:  November 23, 2009.


 


“Tranche B Term Commitment”:  as to any Lender, the obligation of such
Lender, if any, to make a Tranche B Term Loan in an aggregate principal amount
not to exceed the amount set forth under the heading “Tranche B Term
Commitment” opposite such Lender’s name on Schedule 1.1(a) to the
Existing Credit Agreement or in the Assignment and Acceptance pursuant to which
such Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof.  The
original aggregate amount of the Tranche B Term Commitments is $400,000,000.


 


16





















 


“Tranche B Term Facility”:  the Tranche B Term Commitments and the
Tranche B Term Loans made thereunder.


 


“Tranche B Term Lender”:  each Lender that has a Tranche B Term
Commitment or that holds Tranche B Term Loans.


 


“Tranche B Term Loans”:  as defined in Section 2.1.


 


“Tranche B Term Percentage”:  as to any Tranche B Term Lender at any time,
the percentage which such Lender’s Tranche B Term Commitment then constitutes
of the total Tranche B Term Commitments (or, at any time after the Original
Closing Date, the percentage which the aggregate principal amount of such
Lender’s Tranche B Term Loans then outstanding constitutes of the aggregate
principal amount of the Tranche B Term Loans then outstanding).


 


“Tranche B Termination Date”:  November 23, 2010.


 


“Tranche C Term Commitment”: as to any
Lender, the obligation of such Lender, if any, to make a Tranche C Term Loan in
an aggregate principal amount not to exceed the amount set forth under the
heading “Tranche C Term Commitment” opposite such Lender’s name on
Schedule 1.1(b) to this Agreement or in the Assignment and Acceptance
pursuant to which such Lender become a party hereto, as the same may be changed
from time to time pursuant to the terms hereof. 
The original aggregate amount of the Tranche C Term Commitments is
$147,750,000.


 


“Tranche C Term Facility”:  the Tranche C Term Commitments and the
Tranche C Term Loans made thereunder.


 


“Tranche C Term Lender”:  each Lender that has a Tranche C Term
Commitment or that holds a Tranche C Term Loan.


 


“Tranche C Term Loan”:  as defined in Section 2.1.


 


“Tranche C Term Percentage”:  as to any Tranche C Term Lender at any time,
the percentage which such Lender’s Tranche C Term Commitment then constitutes
of the total Tranche C Term Commitments (or, at any time after the Second
Amendment and Restatement Closing Date, the percentage which the aggregate
principal amount of such Lender’s Tranche C Term Loans then outstanding
constitutes of the aggregate principal amount of the Tranche C Term Loans then
outstanding).


 


“Tranche C Termination Date”:  November 23, 2010.


 


“Treasury Rate”: as of the date which is 10
Business Days prior to the date on which an Appraisal is to be delivered in
accordance with Section 6.2(f), the effective yield of (x) direct
obligations of the United States maturing on the tenth anniversary of such date
or (y) if there are no such obligations, the effective yield determined by
linear interpolation between the effective yield borne by the two direct
obligations of the United States maturing closest to, but straddling, the tenth
anniversary of such date, in each case as appearing on the relevant Telerate
service screen on such date.  In the
event that such screen is not available, the “Treasury Rate” shall be
determined by reference to such other comparable publicly available service
selected by the Administrative Agent for displaying such effective yield.


 


17





















 


“Transferee”: 
any Assignee or Participant.


 


“Type”: 
as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.


 


“Unavailable Japanese Foreign Slots”: at any
time, any Japanese Foreign Slot with respect to which the Borrower has lost its
rights (including as a result of any action of an applicable Governmental
Authority revoking or suspending (whether temporarily or permanently) such
rights but excluding any failure to utilize the relevant Japanese Foreign Slot
which has been approved by all applicable Governmental Authorities and as to
which no revocation or suspension has occurred).


 


“United States”:  the United States of America.


 


“Use or Lose Rule”:  with respect to the Slots, the terms of 14
C.F.R. Section 93.227.


 


1.2           Other Definitional Provisions.  (a)  Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used
in the other Loan Documents or any certificate or other document made or
delivered pursuant hereto or thereto.


 


(b)  As used herein and in the other Loan
Documents, and any certificate or other document made or delivered pursuant
hereto or thereto, (i) accounting terms relating to Holdings and its
Subsidiaries not defined in Section 1.1 shall have the respective meanings
given to them under GAAP, (ii) the words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation,”
and (iii) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, Capital Stock, securities, revenues,
accounts, leasehold interests and contract rights.


 


(c)  The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section, Schedule and Exhibit references are to this Agreement unless
otherwise specified.


 


(d)  The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms of such
terms.


 


(e)  Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the Original
Closing Date in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.


 


18





















 


SECTION 2  AMOUNT AND TERMS OF
COMMITMENTS


 


2.1           Term
Commitments.  On the Original Closing
Date (a) each Tranche
A Term Lender made a term loan (a “Tranche A Term Loan”) to the Borrower
in an amount equal to the amount of the Tranche A Term Commitment of such
Lender and (b) each Tranche B Term Lender made a term loan (a “Tranche
B Term Loan”) to the Borrower in an amount equal to the amount of the
Tranche B Term Commitment of such Lender. 
Subject to the terms and conditions hereof, each Tranche C Term Lender
severally agrees to make a term loan (a “Tranche C Term Loan”) to the
Borrower on the Second Amendment and Restatement Closing Date in an amount
equal to the amount of the Tranche C Term Commitment of such Lender.  The Loans may from time to time be Eurodollar
Loans or ABR Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 3.3.  The Tranche A Term Loans and the Tranche B
Term Loans outstanding on the Second Amendment and Restatement Closing Date
under the Existing Credit Agreement shall continue outstanding hereunder on the
terms set forth herein.


 


2.2           Procedure
for Term Loan Borrowing.  The Borrower shall give the Administrative
Agent irrevocable notice (which notice must be received by the Administrative
Agent prior to 10:00 A.M., New York City time, (a) three Business
Days prior to the anticipated Second Amendment and Restatement Closing Date in
the case of Eurodollar Loans and (b) one Business Day prior to the
anticipated Second Amendment and Restatement Closing Date in the case of ABR
Loans) requesting that the Tranche C Term Lenders make the Tranche C Term Loans
on the Borrowing Date and specifying the amount to be borrowed.  Upon receipt of such notice the
Administrative Agent shall promptly notify each Tranche C Term Lender thereof.  Not later than 12:00 Noon, New York City
time, on the Borrowing Date each Tranche C Term Lender shall make available to
the Administrative Agent at the Funding Office an amount in immediately
available funds equal to the Tranche C Term Loan or Loans to be made by such
Tranche C Term Lender; provided, however, that, at the option of
any Lender that is a lender under the Existing Credit Agreement immediately
prior to the satisfaction of the conditions in Section 5, all or a portion
of the aggregate amount of the Existing Loans of such Lender may be deemed to
satisfy the foregoing funding requirement by written notice to the
Administrative Agent to such effect given prior to the Closing Date.  Subject to the immediately preceding
sentence, the Administrative Agent shall use the amounts made available to the
Administrative Agent by the Tranche C Term Lenders on the Second Amendment and
Restatement Closing Date to repay the first installment of the Tranche A Term
Loans and the Tranche B Term Loans as set forth in Section 2.3 hereof.


 


2.3           Repayment
of Term Loans.  (a)  The Borrower hereby agrees to repay
the Tranche A Term Loan of each Tranche A Term Lender in five consecutive
annual installments with the first installment due on the Second Amendment and
Restatement Closing Date and the succeeding installments due on the second,
third, fourth and fifth anniversary of the Original Closing Date.  Each payment shall be in an amount equal to
such Lender’s Tranche A Term Percentage multiplied by the amount set forth
below opposite such installment:


 


	
  Installment

  	
   

  	
  Principal Amount

  	
   

  
	
  1

  	
   

  	
  $

  	
  143,750,000

  	
   

  
	
  2

  	
   

  	
  $

  	
  71,875,000

  	
   

  
	
  3

  	
   

  	
  $

  	
  71,875,000

  	
   

  
	
  4

  	
   

  	
  $

  	
  0

  	
   

  
	
  5

  	
   

  	
  $

  	
  287,500,000

  	
   

  



 


19





















 


(b)  The Borrower hereby agrees to repay the
Tranche B Term Loan of each Tranche B Term Lender in six consecutive annual
installments with the first installment due on the Second Amendment and
Restatement Closing Date and the succeeding installments due on the second,
third, fourth, fifth and sixth anniversary of the Original Closing Date.  Each payment shall be in an amount equal to
such Lender’s Tranche B Term Percentage multiplied by the amount set forth
below opposite such installment:


 


	
  Installment

  	
   

  	
  Principal Amount

  	
   

  
	
  1

  	
   

  	
  $

  	
  4,000,000

  	
   

  
	
  2

  	
   

  	
  $

  	
  4,000,000

  	
   

  
	
  3

  	
   

  	
  $

  	
  4,000,000

  	
   

  
	
  4

  	
   

  	
  $

  	
  4,000,000

  	
   

  
	
  5

  	
   

  	
  $

  	
  4,000,000

  	
   

  
	
  6

  	
   

  	
  $

  	
  380,000,000

  	
   

  



 


(c)  The
Borrower hereby agrees to repay the Tranche C Term Loan of each Tranche C Term
Lender in five consecutive annual installments on each anniversary of the
Original Closing Date commencing November 23, 2006.  Each payment shall be in an amount equal to
such Lender’s Tranche C Term Percentage multiplied by the amount set forth
below opposite such installment:


 


	
  Installment

  	
   

  	
  Principal Amount

  	
   

  
	
  1

  	
   

  	
  $

  	
  1,477,500

  	
   

  
	
  2

  	
   

  	
  $

  	
  1,477,500

  	
   

  
	
  3

  	
   

  	
  $

  	
  1,477,500

  	
   

  
	
  4

  	
   

  	
  $

  	
  1,477,500

  	
   

  
	
  5

  	
   

  	
  $

  	
  141,840,000

  	
   

  
						



 


Once
repaid, the Loans may not be reborrowed.


 


SECTION 3  GENERAL PROVISIONS
APPLICABLE TO LOANS


 


3.1           Optional
Prepayments.  (a)  The Borrower may at any time and
from time to time prepay the Loans, in whole or in part, without premium or
penalty (except as provided for in Section 3.8(e)), upon irrevocable
notice (which may be given by telephone if confirmed promptly in writing)
delivered to the Administrative Agent at least one Business Day prior thereto,
which notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurodollar Loans or ABR Loans; provided, that if a
Eurodollar Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, the Borrower shall also pay any amounts owing
pursuant to Section 3.11.  Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof.  If any such
notice is given, the amount specified in such notice shall be due and payable
on the date specified therein, together with accrued interest to such date on
the amount prepaid.  Partial prepayments
of Loans shall be in an aggregate principal amount of $1,000,000 or a whole
multiple thereof.  Once prepaid, Loans
may not be reborrowed.


 


20





















 


(b)           Notwithstanding
anything to the contrary in Section 3.1(a) or 3.8, with respect to
the amount of any optional prepayment described in
Section 3.1(a) that is allocated to Tranche B Term Loans (such
amount, the “Tranche B Prepayment Amount”) or to the Tranche C Term
Loans (such amount, the “Tranche C Prepayment Amount”), at any time when
Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying
such amount to the prepayment of Tranche B Term Loans or Tranche C Term Loans as
provided in paragraph (a) above, on the date specified in
Section 3.1(a) for such prepayment, give the Administrative Agent
telephonic notice (promptly confirmed in writing) requesting that the
Administrative Agent prepare and provide to each Tranche B Term Lender and each
Tranche C Term Lender a notice (each, a “Prepayment Option Notice”) as
described below.  As promptly as
practicable after receiving such notice from the Borrower, the Administrative
Agent will send to each Tranche B Term Lender and each Tranche C Term Lender a
Prepayment Option Notice, which shall be in the form of Exhibit E, and
shall include an offer by the Borrower to prepay on the date (each a “Prepayment
Date”) that is 10 Business Days after the date of the Prepayment Option
Notice, the relevant Loans of such Lender by an amount equal to the portion of
the Prepayment Amount indicated in such Lender’s Prepayment Option Notice as
being applicable to such Lender’s Tranche B Term Loans and/or Tranche C Term
Loans, as the case may be.  On the
Prepayment Date, (i) the Borrower shall pay to the relevant Tranche B Term
Lenders and Tranche C Term Lenders the aggregate amount necessary to prepay
that portion of the outstanding relevant Loans in respect of which such Lenders
have accepted prepayment as described above in accordance with the terms of the
Prepayment Option Notice, and (ii) the Borrower shall be entitled to
retain the portion of the Tranche B Prepayment Amount and Tranche C Prepayment
Amount not accepted by the relevant Lenders.


 


3.2           Mandatory
Prepayments.  The Borrower shall prepay the Loans as set
forth in this Section 3.2 to the extent necessary to maintain compliance
with Section 7.5(a).  Amounts to be
applied in connection with prepayments made pursuant to this Section shall
be applied to prepay any outstanding Tranche A Term Loans, Tranche B Term Loans
and Tranche C Term Loans, ratably to the remaining scheduled installments
thereof.


 


3.3           Conversion
and Continuation Options.  (a)  The Borrower may elect from time to
time to convert Eurodollar Loans to ABR Loans by giving the Administrative
Agent at least two Business Days’ prior irrevocable notice (which may be given
by telephone if promptly confirmed by writing) of such election, provided
that any such conversion of Eurodollar Loans may only be made on the last day
of an Interest Period with respect thereto. 
The Borrower may elect from time to time to convert ABR Loans to
Eurodollar Loans by giving the Administrative Agent at least three Business
Days’ prior irrevocable notice (which may be by telephone if promptly confirmed
by writing) of such election (which notice shall specify the length of the
initial Interest Period therefor), provided that no ABR Loan under a
particular Facility may be converted into a Eurodollar Loan when any Event of
Default has occurred and is continuing and the Administrative Agent has or the
Majority Facility Lenders in respect of such Facility have determined in its or
their sole discretion not to permit such conversions.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.


 


(b)  Any Eurodollar Loan may be continued as such
upon the expiration of the then current Interest Period with respect thereto by
the Borrower giving irrevocable notice (which may be given by telephone if
promptly confirmed in writing) to the Administrative Agent, in accordance with
the applicable provisions of the term “Interest Period” set forth in
Section 1.1, of the length of the next Interest Period to be applicable to
such Loans, provided that no Eurodollar Loan under a particular Facility
may be continued as such when any Event of Default has occurred and is


 


21





















 


continuing and the Administrative Agent has or the Majority Facility
Lenders in respect of such Facility have determined in its or their sole
discretion not to permit such continuations, and provided, further,
that if the Borrower shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted pursuant to the
preceding proviso such Loans shall be automatically converted to ABR Loans on
the last day of such then expiring Interest Period.  Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.


 


3.4           Limitations
on Eurodollar Tranches.  Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions and continuations of Eurodollar
Loans hereunder and all selections of Interest Periods hereunder shall be in
such amounts and be made pursuant to such elections so that, (a) after
giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Eurodollar Tranche shall be equal to at least $10,000,000 and
(b) no more than fifteen Eurodollar Tranches under all Facilities shall be
outstanding at any one time.


 


3.5           Interest
Rates and Payment Dates.  (a)  Each Eurodollar Loan shall bear
interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Rate.


 


(b)  Each ABR Loan shall bear interest at a rate
per annum equal to the ABR plus the Applicable Rate.


 


(c)  (i) If all or a portion of the
principal amount of any Loan shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this Section plus
2%, and (ii) if all or a portion of any interest payable on any Loan or
other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate then applicable to ABR Loans plus
2%, in each case, with respect to clauses (i) and (ii) above, from
the date of such non-payment until such amount is paid in full (as well after
as before judgment).


 


(d)  Interest shall be payable in arrears on each
Interest Payment Date, provided that interest accruing pursuant to
paragraph (c) of this Section shall be payable from time to time on
demand.


 


3.6           Computation
of Interest and Fees.  (a)  Interest and fees payable pursuant
hereto shall be calculated on the basis of a 360-day year for the actual days
elapsed, except that, with respect to ABR Loans the rate of interest on which
is calculated on the basis of the Prime Rate, the interest thereon shall be
calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed.  The
Administrative Agent shall as soon as practicable notify the Borrower and the
relevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan
resulting from a change in the ABR or the Eurocurrency Reserve Requirements
shall become effective as of the opening of business on the day on which such
change becomes effective.  The
Administrative Agent shall as soon as practicable notify the Borrower and the
relevant Lenders of the effective date and the amount of each such change in
interest rate.


 


(b)  Each determination of an interest rate by
the Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in


 


22





















 


the absence of manifest error. 
The Administrative Agent shall, at the request of the Borrower, deliver
to the Borrower a statement showing the quotations used by the Administrative Agent
in determining any interest rate pursuant to Section 3.5(a).


 


3.7           Inability
to Determine Interest Rate.  If prior to the first day of
any Interest Period:


 


(a)  the
Administrative Agent shall have determined that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period, or


 


(b)  the
Administrative Agent shall have determined that the making or continuation of
any Eurodollar Loan has become (x) unlawful by any law or governmental rule,
regulation or order, (y) impossible by compliance by any Lender in good faith
with any governmental request (whether or not having force of law) or (z)
impracticable as a result of a contingency occurring after the date of this
Agreement which materially and adversely affects the interbank eurodollar
market,


 


the
Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar
Loans under the relevant Facility requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (y) any Loans under the relevant
Facility that were to have been converted on the first day of such Interest
Period to Eurodollar Loans shall be continued as ABR Loans and (z) any
outstanding Eurodollar Loans under the relevant Facility shall be converted, on
the last day of the then-current Interest Period, to ABR Loans.  Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Loans under the relevant Facility
shall be made or continued as such, nor shall the Borrower have the right to
convert Loans under the relevant Facility to Eurodollar Loans.  Upon the cessation of the circumstances
giving rise to the delivery of such notice, the Administrative Agent or the
Majority Facility Lenders, as the case may be, shall promptly withdraw such
notice.


 


3.8           Pro
Rata Treatment and Payments.  (a)  Except as provided
in Section 11.1, each borrowing by the Borrower from the Lenders hereunder
and each payment, including each prepayment, by the Borrower on account of
principal of and interest on the Loans shall be made pro rata according to the
respective outstanding principal amounts of the Tranche A Term Loans, the
Tranche B Term Loans or the Tranche C Term Loans, as the case may be, held by
the Lenders.  Except as otherwise
provided in Section 3.1(b) and Section 3.2, the amount of each
principal prepayment of the Loans shall be applied to reduce the then remaining
installments of the Tranche A Term Loans, the Tranche B Term Loans and the
Tranche C Term Loans, as the case may be, (i) in the chronological order
of maturity with respect to scheduled repayments which mature within twelve months
following the date of such prepayment and (ii) pro  rata with
respect to scheduled repayments which mature thereafter.


 


(b)  All payments (including prepayments) to be
made by the Borrower hereunder, whether on account of principal, interest, fees
or otherwise, shall be made without setoff or counterclaim and shall be made
prior to 2:00 p.m., New York City time, on the due date thereof to the
Administrative Agent, for the account of the Lenders, at the Funding Office, in
Dollars and in immediately available funds. 
The Administrative Agent shall distribute such payments to the Lenders
promptly upon receipt in like funds as received.  If any payment hereunder (other than payments
on the Eurodollar Loans) becomes due and payable on a day other than a Business
Day,


 


23





















 


such payment shall be extended to the next succeeding Business
Day.  If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity
thereof shall be extended to the next succeeding Business Day unless the result
of such extension would be to extend such payment into another calendar month,
in which event such payment shall be made on the immediately preceding Business
Day.  In the case of any extension of any
payment of principal pursuant to the preceding two sentences, interest thereon
shall be payable at the then applicable rate during such extension.


 


(c)  Unless the Administrative Agent shall have
been notified in writing by any Lender prior to the applicable Borrowing Date
that such Lender will not make the amount that would constitute its Commitment
(or any portion thereof) available to the Administrative Agent, the
Administrative Agent may assume that such Lender is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount.  If such amount is not made
available to the Administrative Agent by the required time on the applicable Borrowing
Date, such Lender shall pay to the Administrative Agent, on demand, such amount
with interest thereon at a rate equal to the daily average Federal Funds
Effective Rate for the period until such Lender makes such amount immediately
available to the Administrative Agent.  A
certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this paragraph shall be conclusive in the absence of
manifest error.  If such Lender’s
Commitment (or any portion thereof) is not made available to the Administrative
Agent by such Lender within three Business Days of the applicable Borrowing
Date, the Administrative Agent shall also be entitled to recover such amount
with interest thereon at the rate per annum applicable to ABR Loans under the
relevant Facility, on demand, from the Borrower.


 


(d)  Unless the Administrative Agent shall have
been notified in writing by the Borrower prior to the date of any payment
required to be made hereunder that the Borrower will not make such payment to
the Administrative Agent, the Administrative Agent may assume that the Borrower
is making such payment, and the Administrative Agent may, but shall not be
required to, in reliance upon such assumption, make available to the Lenders
their respective pro  rata shares of a corresponding amount.  If such payment is not made to the
Administrative Agent by the Borrower within three Business Days of such
required date, the Administrative Agent shall be entitled to recover, on demand,
from each Lender to which any amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per annum
equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the
rights of the Administrative Agent or any Lender against the Borrower.


 


(e)  All voluntary prepayments of the Loans made
pursuant to Section 3.1 shall be accompanied by a prepayment fee equal to:
(i) if such prepayment is effected on any date that is on or prior to the
first anniversary of the Original Closing Date, 3.00% of the aggregate amount
of such prepayment, (ii) if such prepayment is effected on any date after
the first anniversary of the Original Closing Date through and including the
second anniversary thereof, 2.00% of the aggregate amount of such prepayment,
and (iii) if such prepayment is effected on any date after the second
anniversary of the Original Closing Date through and including the third
anniversary thereof, 1% of the aggregate amount of such prepayment.


 


3.9           Requirements
of Law.  (a)  If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof after
the date hereof or


 


24





















 


compliance by any Lender with any request or
directive (whether or not having the force of law) from any central bank or
other Governmental Authority made subsequent to the date hereof:


 


(i)            shall subject any Lender to any tax
of any kind whatsoever with respect to any Eurodollar Loan made by it, or
change the basis of taxation of payments to such Lender in respect thereof
(except for Non-Excluded Taxes covered by Section 3.10 and changes in the
rate of tax on the overall net income or profits of such Lender);


 


(ii)           shall impose, modify or hold applicable
any reserve, special deposit, compulsory loan or similar requirement against
assets held by, deposits or other liabilities in or for the account of,
advances, loans or other extensions of credit by, or any other acquisition of
funds by, any office of such Lender that is not otherwise included in the
determination of the Eurodollar Rate hereunder; or


 


(iii)          shall impose any other condition
affecting the interbank eurodollar market;


 


and
the result of any of the foregoing is to increase the cost to such Lender, by
an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender, upon its demand, any additional amounts necessary to
compensate such Lender for such increased cost or reduced amount
receivable.  If any Lender becomes
entitled to claim any additional amounts pursuant to this paragraph, it shall
promptly notify the Borrower (with a copy to the Administrative Agent) of the
event by reason of which it has become so entitled.


 


(b)  If any Lender shall have determined that the
adoption of or any change in any Requirement of Law regarding capital adequacy
or in the interpretation or application thereof after the date hereof or
compliance by such Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the
force of law) from any Governmental Authority made subsequent to the date
hereof shall have the effect of reducing the rate of return on such Lender’s or
such corporation’s capital as a consequence of its obligations hereunder to a
level below that which such Lender or such corporation could have achieved but
for such adoption, change or compliance (taking into consideration such
Lender’s or such corporation’s policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction.  In determining such additional
amounts, such Lender will act reasonably and in good faith and will use
averaging and attribution methods which are reasonable.


 


(c)  A certificate as to any additional amounts
payable pursuant to this Section submitted by any Lender to the Borrower (with
a copy to the Administrative Agent) shall be conclusive in the absence of
manifest error.  The obligations of the
Borrower pursuant to this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder,
provided that the Borrower shall not be required to compensate a Lender
pursuant to this Section for any amounts incurred more than six months
prior to the date that such Lender notifies the Borrower of such Lender’s
intention to claim compensation therefor; and provided  further
that, if the circumstances giving rise to such claim have a retroactive effect,
then such 180 days period shall be extended to include the period of such
retroactive effect.


 


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3.10         Taxes. 
(a)  Except as otherwise provided herein all payments made by the
Borrower under this Agreement shall be made free and clear of, and without
deduction or withholding for or on account of, any taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority,
excluding net income or profits taxes and franchise taxes (based on the net
income or profits of an Agent or Lender or imposed in lieu of net income taxes)
imposed on any Agent or any Lender as a result of a present or former
connection between such Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely
from such Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
other Loan Document).  If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be
withheld from any amounts payable to any Agent or any Lender hereunder, the
amounts so payable to such Agent or such Lender shall be increased to the
extent necessary to yield to such Agent or such Lender (after payment of all
Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement, provided,
however, that the Borrower shall not be required to increase any such
amounts payable to any Lender with respect to any Non-Excluded Taxes
(i) that are attributable to such Lender’s failure to comply with the
requirements of paragraph (d) or (e) of this Section or
(ii) that are United States withholding taxes unless such withholding
results from a change in applicable law or treaty after such Lender becomes a
party to this Agreement.


 


(b)  In addition, the Borrower shall pay any
properly imposed Other Taxes to the relevant Governmental Authority in
accordance with applicable law.


 


(c)  Whenever any Non-Excluded Taxes or Other
Taxes are payable by the Borrower, the Borrower shall promptly send to the
Administrative Agent for its own account or for the account of the relevant
Agent or Lender, as the case may be, a certified copy of an original official
receipt received by the Borrower showing payment thereof or, if not available,
other documentation evidencing such payment. 
If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when
due to the appropriate taxing authority or fails to remit to the Administrative
Agent the required receipts or other required documentary evidence, the
Borrower shall indemnify the Agents and the Lenders for any incremental taxes,
interest or penalties that may become payable by any Agent or any Lender as a
result of any such failure.


 


(d)  Each Lender (or Transferee) that is not a
“U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S.
Lender”) shall deliver to the Borrower and the Administrative Agent (or, in
the case of a Participant, to the Lender from which the related participation
shall have been purchased who shall in turn deliver to the Borrower and the
Administrative Agent ) two copies of either U.S. Internal Revenue Service
Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of
“portfolio interest,” a statement substantially in the form of Exhibit C
and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan
Documents.  Such forms shall be delivered
by each Non-U.S. Lender on or before the date it becomes a party to this Agreement
(or, in the case of any Participant, on or before the date such Participant
purchases the related participation).  In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously


 


26





















 


delivered by such Non-U.S. Lender. 
Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant
to this paragraph that such Non-U.S. Lender is not legally able to deliver.


 


(e)  A Lender that is entitled to an exemption
from or reduction of non-U.S. withholding tax under the law of the jurisdiction
in which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate, provided
that such Lender is legally entitled to complete, execute and deliver such
documentation and in such Lender’s reasonable judgment such completion,
execution or submission would not materially prejudice the legal position of
such Lender.


 


(f)  The agreements in this Section shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.


 


(g)  The Borrower shall be entitled to contest,
or, upon written request of the Borrower, to require a Lender to take
reasonable measures to contest, at the Borrower’s cost and expense, the
imposition of any Non-Excluded Tax or Other Tax.  Notwithstanding this paragraph (g), the
Borrower still must satisfy its obligations to pay additional amounts or
indemnify the Lender if such tax has already been withheld, paid, or deducted.


 


3.11         Indemnity.  The
Borrower agrees to indemnify each Lender and to hold each Lender harmless from
any loss or expense that such Lender may sustain or incur as a consequence of
(a) default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement,
(b) default by the Borrower in making any prepayment of or conversion from
Eurodollar Loans after the Borrower has given a notice thereof in accordance
with the provisions of this Agreement or (c) the making of a payment or prepayment
of Eurodollar Loans on a day that is not the last day of an Interest Period
with respect thereto.  Such
indemnification may include (but shall in no event exceed) an amount equal to
the excess, if any, of (i) the amount of interest that would have accrued
on the amount so prepaid, or not so borrowed, converted or continued, for the
period from the date of such prepayment or of such failure to borrow, convert
or continue to the last day of such Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Loans provided for herein (excluding, however, the Applicable
Rate included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) that would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market.  A certificate as to any amounts payable
pursuant to this Section submitted to the Borrower by any Lender shall be
conclusive in the absence of manifest error. 
No Lender shall be deemed to have any loss, expense or liability incurred
by the reason of the liquidation or reemployment of deposits as a result of the
repayment of Eurodollar Loans prior to the end of an Interest Period unless the
Eurodollar Rate which would be applicable to the Eurodollar Loan being repaid
if such Eurodollar Rate were being determined on the date of repayment
(assuming for purposes of this determination that the Interest Period or the


 


27





















 


maturity utilized in making such
determination is the Interest Period originally applicable to such Eurodollar
Loan) is less than the Eurodollar Rate actually applicable to the Eurodollar
Loan being repaid.  This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.


 


3.12         Change
of Lending Office.  Each Lender agrees that, upon the occurrence
of any event giving rise to the operation of Section 3.9 or
3.10(a) with respect to such Lender, it will, if requested by the
Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to designate another lending office for any Loans affected by such
event with the object of avoiding the consequences of such event, provided
that such designation is made on terms that, in the reasonable judgment of such
Lender, cause such Lender and its lending office(s) to suffer no material
economic, legal or regulatory disadvantage.


 


3.13         Replacement
of Lenders.  If (x) any Lender defaults in its obligations
to make Loans, (y) any Lender refuses to give timely consents to proposed
changes, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Required Lenders as provided in
Section 11.1 but which requires the approval of one or more additional
Lenders to become effective in accordance with such Section or (z) any
Lender is owed increased costs under Sections 3.9 or 3.10 which in the judgment
of the Borrower are material in amount and which are not otherwise requested by
Lenders constituting at least the Required Lenders (assuming for this purpose
that the percentage in such definition was 80%), the Borrower shall have the
right, if no Event of Default then exists and, in the case of a Lender
described in clause (z) above, such Lender has not withdrawn its request for
such compensation or changed its applicable lending office with the effect of
eliminating or substantially decreasing (to a level which in the judgment of
the Borrower is not material) such increased cost, to replace such Lender (the
“Replaced Lender”) with one or more other Eligible Transferee or
Transferees (collectively, the “Replacement Lender”) with the consent of
the Administrative Agent, which consent shall not be unreasonably withheld or
delayed, provided that (i) at the time of any replacement pursuant
to this Section, the Replacement Lender shall enter into an Assignment and
Acceptance pursuant to which the Replacement Lender shall acquire all of the
Commitments and outstanding Loans of, the Replaced Lender and, in connection
therewith, shall pay to the Replaced Lender in respect thereof an amount equal
to the principal of, and all accrued interest on, all outstanding Loans of the
Replaced Lender and the Borrower or Replacement Lender shall pay any fees
payable in connection with such assignment pursuant to Section 11.6, (ii) all
obligations of the Borrower owing to the Replaced Lender (other than those
specifically described in clause (i) above in respect of which the
assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Lender concurrently with such replacement and
(iii) and in the case of any replacement pursuant to clause (y) above, the
Replacement Lender shall approve the proposed changes, waivers, discharges or
terminations at the time of such replacement. Upon the execution of the
respective assignment documentation, the payment of amounts referred to in
clauses (i) and (ii) above and, if so requested by the Replacement
Lender, delivery to the Replacement Lender of the appropriate Notes executed by
the Borrower, the Replacement Lender shall become a Lender hereunder and the
Replaced Lender shall cease to constitute a Lender hereunder, except with
respect to indemnification provisions under this Agreement, which shall survive
as to such Replaced Lender.


 


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SECTION 4  REPRESENTATIONS AND
WARRANTIES


 


To induce the Agents and the Lenders to enter into
this Agreement and to make the Loans, each of Holdings, NWAC, NWA and the
Borrower hereby jointly and severally represent and warrant to each Agent and
Lender that:


 


4.1           Financial
Condition; Financial Outlook.  (a)  The audited
consolidated balance sheets of Holdings and its Subsidiaries and the Borrower
and its Subsidiaries as at December 31, 2004, and the related consolidated
statements of operations, of common stockholders’ equity (deficit, in the case
of Holdings and its Subsidiaries) and of cash flows for the fiscal year ended
on such date, reported on by and accompanied by an unqualified report from
Ernst & Young LLP, present fairly in all material respects the
consolidated financial condition of such entities as at such date, and the
consolidated results of their operations and their consolidated cash flows for
the respective fiscal years then ended. 
The unaudited condensed consolidated balance sheets of Holdings and its
Subsidiaries and the Borrower and its Subsidiaries as at September 30,
2004, and the related unaudited condensed consolidated statements of income and
cash flows for the nine-month period ended on such date, present fairly in all
material respects the consolidated financial condition of such entities as at
such date and the consolidated results of their operations and their
consolidated cash flows for the nine-month period then ended (subject to normal
year-end audit adjustments).  All such
financial statements, including the related schedules and notes thereto (in the
case of such annual statements), have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as disclosed therein).


 


(b)  On and as of the Second Amendment and
Restatement Closing Date, the Financial Outlook, previously delivered to the
Agents and the Lenders, was prepared on a basis consistent in all material
respects with the financial statements referred to in Section 4.1(a) (other
than as set forth or presented in such Financial Outlook), and there are no
statements or conclusions in the Financial Outlook which are based upon or
include information known to any Loan Party to be misleading in any material
respect or which fail to take into account material information regarding the
matters reported therein.  The Financial
Outlook is based on good faith estimates and assumptions believed by the Loan
Parties to be reasonable at the time made, it being recognized by the Lenders
that the Financial Outlook as to future events is not to be viewed as facts and
that actual results during the period or periods covered by the Financial
Outlook may differ from the results set forth in the Financial Outlook.


 


4.2           No
Change.  Since December 31, 2004, there has been
no material adverse change in the financial condition or results of operations
of any Loan Party.


 


4.3           Corporate
Existence; Compliance with Law.  Holdings and each of its
Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the power
and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently engaged and presently proposes to engage in, (c) is duly
qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where it is required to be so qualified and where the failure to
be so qualified would have a Material Adverse Effect, and (d) is in
compliance with all Requirements of Law (including, without limitation,
Environmental Laws) except to the extent that the failure to comply therewith
would not, in the aggregate, have a Material Adverse Effect.


 


29





















 


4.4           Corporate
Power; Authorization; Enforceable Obligations.  Each
Loan Party has the corporate power and authority, and the legal right, to make,
deliver and perform the Loan Documents to which it is a party and, in the case
of the Borrower, to obtain extensions of credit hereunder.  Each Loan Party has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this
Agreement.  No material consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person, including, without limitation, U.S.
Bank and the PBGC under the Intercreditor Agreement, is required in connection
with the extensions of credit hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement or any of the Loan
Documents, except consents, authorizations, filings and notices described
in Schedule 4.4, which consents, authorizations, filings and notices have
been obtained or made and are in full force and effect and any such other
consent, authorization, filing, notice or other act required to be made or
obtained after the Original Closing Date in the ordinary course of
business.  Each Loan Document has been
duly executed and delivered on behalf of each Loan Party party thereto.  This Agreement constitutes, and each other
Loan Document upon execution will constitute, a legal, valid and binding
obligation of each Loan Party party thereto, enforceable against each such Loan
Party in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).


 


4.5           No
Legal Bar.  The execution, delivery and performance of
this Agreement and the other Loan Documents, the borrowings hereunder and the
use of the proceeds thereof will not violate in any material respect any
material Requirement of Law or any material Contractual Obligation of Holdings and
its Subsidiaries and will not result in, or require, the creation or imposition
of any Lien on any of their respective properties or revenues pursuant to any
such Requirement of Law or Contractual Obligation.


 


4.6           Litigation. 
There are no actions, suits or proceedings pending or threatened with
respect to any Loan Party or any of its Subsidiaries (i) that have had a
material adverse affect on the financial condition or results of operations of
any Loan Party or (ii) that affect the legality, validity, binding effect
or enforceability of any Loan Document.


 


4.7           Ownership
of the Pool Assets.  The Pool Assets are owned by the Borrower and
are not subject to any Lien except as permitted by Section 7.3.


 


4.8           Federal
Regulations.  Not more than 25% of the value of the assets
of the Borrower, or of Holdings and its Subsidiaries on a consolidated basis,
constitutes “margin stock” within the meaning of such term under Regulation
U.  Neither the making of any Loan nor
the use of the proceeds of any thereof will violate or be inconsistent with the
provisions of Regulation T, U or X of the Board.


 


4.9           ERISA.  Each Pension Plan has been operated and administered in compliance with
all applicable requirements of ERISA and, if intended to qualify under
Section 401(a) or 403(a) of the Code, in compliance with all
applicable requirements of such provision except where the failure to so comply
would not result in, taking all instances in the aggregate, liability in excess
of $2,000,000.  Full payment has been
made by each Loan Party or any of its ERISA Affiliates of all amounts which
such Persons are required under the terms of each Pension


 


30





















 


Plan and Multiemployer Plan to have paid as
contributions to such Pension Plan and Multiemployer Plan except where the
failure to so comply, taking all instances in the aggregate, would not result
in liability in excess of $2,000,000. 
None of the Pension Plans had an accumulated funding deficiency as
(defined in Section 302 of ERISA and Section 412 of the Code),
whether or not waived, as of the last day of the most recent plan year of such
Pension Plan.  No Termination Event has
occurred or, to the best knowledge of any Loan Party, is expected by such Loan
Party to occur with respect to any Pension Plan or Multiemployer Plan such that
any Loan Party or any of its ERISA Affiliates would incur, taking all instances
in the aggregate, liabilities in excess of $10,000,000 (such liability to
include, without limitation, any liability to the PBGC or to any other party
under Section 4062, 4063 and 4064 of ERISA or to any Multiemployer Plan
determined under Section 4201 et  seq. of ERISA) resulting
from or associated with all such Termination Events.  No Loan Party nor any of its ERISA Affiliates
has engaged in any transaction in connection with which any such entity has
been or could be subjected to either a tax imposed by Section 4975 of the
Code or the corresponding civil penalty assessed pursuant to Sections
502(i) and 502(l) of ERISA, which penalties and taxes for all such
transactions are in an aggregate amount in excess of $2,500,000.  Using actuarial assumptions and computation
methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate
liabilities of Holdings and its Subsidiaries, the Borrower and its Subsidiaries
and their ERISA Affiliates to all Multiemployer Plans in the event of a
complete withdrawal therefrom, as of the close of the most recent fiscal year
of each such Multiemployer Plan ended prior to the Second Amendment and
Restatement Closing Date, would not have a material adverse effect upon the
results of operation or financial condition of any Loan Party.  No Loan Party nor any of its Subsidiaries
maintains or contributes to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) which provides benefits to retired employees
or other former employees (other than as required by Section 601 of ERISA
or any employee pension benefit plan (as defined in Section 3(2) of
ERISA) the obligations with respect to which would have a material adverse
effect on the ability of any Loan Party to perform its respective obligations
under this Agreement.


 


4.10         Investment Company Act.  No
Loan Party is an “investment company,” or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940,
as amended.


 


4.11         Subsidiaries.  As of the Second Amendment and
Restatement Closing Date, Schedule 4.12 correctly sets forth the
percentage ownership (direct and indirect) of Holdings, NWAC, NWA and the
Borrower in each of their respective Subsidiaries.


 


4.12         Use of Proceeds.  The proceeds of the Loans
shall be used to refinance the Indebtedness of the Borrower under the Existing
Credit Agreement.


 


4.13         True
and Complete Disclosure.  All factual information (taken as a whole)
furnished by or on behalf of any Loan Party in writing to any Agent or any
Lender for purposes of or in connection with this Agreement, the other Loan
Documents or any transaction contemplated herein or therein is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf
of any such Persons in writing to any Agent or any Lender will be, true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any fact necessary
to make such information (taken as a whole) not misleading in any material
respect at such time in light of the circumstances under which such information
was provided.


 


4.14         Air
Carrier.  The Borrower is a Certificated Air Carrier.


 


31





















 


4.15         Aircraft
Collateral.  All aircraft included in the Collateral are
Stage III Aircraft.


 


4.16         Pacific Routes.  As of the Second Amendment and Restatement Closing
Date, Schedule 7.5 identifies all of the Routes held by the Borrower in
connection with its route system in the Pacific Countries.


 


4.17         Slot
Utilization. The
Borrower is utilizing the Slots in a manner consistent in all material respects
with applicable regulations and contracts in order to preserve both its right
to hold and operate the Slots, taking into account any waivers or other relief
granted to the Borrower by the FAA. The Borrower has not received any notice
from the FAA, and is not aware of any other event or circumstance, that would
be reasonably likely to impair its right to hold and operate the Slots in any
material respect.


 


4.18         Foreign
Slot Utilization. The
Borrower is utilizing the Foreign Slots in a manner consistent in all material respects
with applicable regulations, foreign laws, and contracts in order to preserve
both its right to hold and operate the Foreign Slots. The Borrower has not
received any notice from any applicable Foreign Aviation Authorities, nor is
the Borrower aware of any other event or circumstance, that would be reasonably
likely to impair its right to hold and operate the Foreign Slots in any
material respect.


 


4.19         Route
Utilization. The
Borrower holds the requisite authority to operate over each of the Pacific
Routes pursuant to Title 49, all rules and regulations promulgated
thereunder, applicable foreign law, and the applicable rules and
regulations of the FAA, the DOT and any applicable Foreign Aviation
Authorities, and has, at all times after being awarded each such Pacific Route,
complied in all material respects with all of the terms, conditions and
limitations of each such certificate or order issued by the DOT and the
applicable Foreign Aviation Authorities regarding such Pacific Route and with
all applicable provisions of Title 49 or applicable foreign law. There exists
no violation of such terms, conditions or limitations that gives the FAA, DOT
or any applicable Foreign Aviation Authorities the right to terminate, cancel,
withdraw or modify in any material adverse respect the rights of the Borrower
in any such Pacific Route.


 


4.20         Security Documents.  (a)  The Security Documents remain in full force and effect, are effective
to secure the Obligations under this Agreement, and are enforceable in accordance
with their terms except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).


 


(b)  Except as expressly stated therein, each
security interest that is purported to be granted under the Security Documents
constitutes a perfected first priority security interest in favor of the
Collateral Agent for the benefit of the Lenders in the Collateral subject
thereto (to the extent such perfection and priority can be obtained by, in the
case of Collateral subject to the Route Security Agreements, filing a Uniform
Commercial Code financing statement and any requisite filings with the FAA and,
in the case of Collateral subject to the Aircraft Mortgage Agreement, recording
the Aircraft Mortgage Agreement with the FAA), and such security interests
(i) are continuing, valid and enforceable, (ii) are not subject to
any defense, counterclaim or setoff and (iii) are entitled to the
benefits, rights and protections afforded under the Intercreditor Agreement to
the security interests granted in connection with the Existing Credit
Agreement.


 


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SECTION 5  CONDITIONS PRECEDENT


 


The effectiveness of this Agreement and the
agreement of each Lender to make the Loan requested to be made by it hereunder
is subject to the satisfaction on the Second Amendment and Restatement Closing
Date of the following conditions precedent:


 


(a)  Credit
Agreement.  The Administrative Agent
shall have received this Agreement, executed and delivered by the
Administrative Agent, Holdings, NWAC, NWA, the Borrower, the Required Lenders
(as defined in the Existing Credit Agreement) and each Tranche C Term Lender.


 


(b)  Approvals.  All governmental and third party approvals
deemed reasonably necessary by the Joint Lead Arrangers shall have been
obtained and be in full force and effect.


 


(c)  Fees;
Expenses; Accrued Interest.  The
Lenders and the Agents shall have received:


 


(i)            all fees due and payable in
connection with this Agreement including, to the extent not paid as provided in Section 6(f) of
the First Amendment, an
amendment fee to each Lender under the Existing Credit Agreement which has
executed and delivered both the First Amendment and this Agreement in an amount
equal to 0.125% of such Lender’s Commitment on the Second Amendment and
Restatement Closing Date;


 


(ii)           all expenses payable by the Borrower
as set forth herein for which invoices have been presented (including the
reasonable fees and expenses of legal counsel) on or before the Second
Amendment and Restatement Closing Date; and


 


(iii)          all accrued interest due in connection
with the payment of the first installment of the Tranche A Term Loans and the
Tranche B Term Loans and fees and other obligations owing which are due and
payable under Section 3.11 of the Existing Credit Agreement, in each case,
through the Second Amendment and Restatement Closing Date.


 


(d)  Use
of Proceeds.  The proceeds of the
Tranche C Term Loans made on the Second Amendment and Restatement Closing Date
shall be used to repay the first installment of the Tranche A Term Loans and
the first installment of the Tranche B Term Loans.


 


(e)  Closing
Certificates.  The Administrative
Agent shall have received, with a counterpart for each Lender, a certificate of
each Loan Party, dated the Second Amendment and Restatement Closing Date,
substantially in the form of Exhibit A, with appropriate insertions and
attachments.


 


(f)  Legal
Opinions.  The Administrative Agent
shall have received the following legal opinions:


 


(i)            the legal opinion of Thaddeus J.
Marciniak, Esq., counsel to the Borrower and the Guarantors, satisfactory
in form and substance to the Administrative Agent;


 


(ii)           the legal opinion of Simpson Thacher &
Bartlett LLP, counsel to the Administrative Agent, satisfactory in form and
substance to the Administrative Agent;


 


33





















 


(iii)          the legal opinion of Dorsey &
Whitney, special counsel to the Borrower and the Guarantors, satisfactory in
form and substance to the Administrative Agent; and


 


(iv)          the legal opinion of Daugherty,
Fowler, Peregrin & Haught, 
special aviation counsel for the Administrative Agent, satisfactory in
form and substance to the Administrative Agent.


 


(g)  Financial
Outlook.  The Lenders shall have
received the Financial Outlook which shall be in form and substance reasonably
satisfactory to the Joint Lead Arrangers and the Required Lenders.


 


(h)  Compliance
Certificate.  The Administrative
Agent shall have received a compliance certificate of the Borrower certifying
that, as of the Second Amendment and Restatement Closing Date, after giving
effect to the extensions of credit on the Second Amendment and Restatement
Closing Date, the Borrower is in compliance with the financial covenants set
forth in Section 7.1 and the Total Appraised Value Ratio is not less than
200%.


 


(i)  Representations
and Warranties.  Each of the representations
and warranties made by any Loan Party in or pursuant to the Loan Documents
shall be true and correct in all material respects with the same effect as
though such representations and warranties had been made on such date (it being
understood and agreed that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date).


 


(j)  No Default.  No Default or Event of Default shall have occurred
and be continuing on such date.


 


Upon the satisfaction (in the good faith judgment of
the Administrative Agent) of the foregoing conditions, the Administrative Agent
shall notify the Borrower and the Lenders of the satisfaction thereof, such
notice shall be conclusive and binding and the Second Amendment and Restatement
Closing Date shall be deemed to have occurred.


 


SECTION 6  AFFIRMATIVE COVENANTS


 


Each of Holdings, NWAC, NWA and the Borrower hereby
agrees that, so long as the Commitments remain in effect or any Loan or other
amount is owing to any Lender or Agent hereunder, each of Holdings, NWAC, NWA
and the Borrower shall and shall cause each of its Subsidiaries to:


 


6.1           Financial Statements. 
Furnish to the Administrative Agent (and the Administrative Agent shall
promptly following receipt thereof furnish to the Lenders):


 


(a)  as soon as available, but in any event within 90 days
after the end of each fiscal year of Holdings, a copy of the SEC Form 10-K
filed by Holdings with the SEC for such fiscal year, or, if no such Form 10-K
was so filed by Holdings for such fiscal year, the audited consolidated balance
sheet of Holdings and its Subsidiaries and whether or not such Form 10-K
was filed, of the Borrower and its Subsidiaries, as at the end of such fiscal
year and the related audited consolidated statements of operations, of common
stockholders’


 


34





















 


equity and of
cash flows for such year, setting forth in each case in comparative form the
figures for the previous year, reported on without a “going concern” or like
qualification or exception, or qualification arising out of the scope of the
audit, by Ernst & Young or other independent certified public
accountants of nationally recognized standing; and


 


(b)  as soon as available, but in any event not later than 45 days
after the end of each of the first three quarterly periods of each fiscal year
of Holdings, a copy of the SEC Form 10-Q filed by Holdings with the SEC
for such quarterly period, or, if no such Form 10-Q was so filed by
Holdings with respect to any such quarterly period, the unaudited consolidated
balance sheet of Holdings and its Subsidiaries, and whether or not such Form 10-Q
was filed, of the Borrower and its Subsidiaries as at the end of such quarter
and the related unaudited consolidated statements of operations for such
quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for the previous
year, certified by a Responsible Officer of Holdings, as the case may be, as
being fairly stated in all material respects (subject to normal year-end audit
adjustments).


 


All such financial statements shall be prepared in
accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein).  Subject to the next succeeding sentence,
information delivered pursuant to this Section 6.1 to the Administrative
Agent may be made available by the Administrative Agent to the Lenders by
posting such information on the Intralinks website on the Internet at
http://www.intralinks.com.  Information
delivered pursuant to this Section 6.1 may also be delivered by electronic
communication pursuant to procedures approved by the Administrative Agent
pursuant to Section 11.2(b) hereto. 
Information required to be delivered pursuant to this Section 6.1
(to the extent not made available as set forth above) shall be deemed to have
been delivered to the Administrative Agent on the date on which the Borrower
provides written notice to the Administrative Agent that such information has
been posted on the Borrower’s website on the Internet at http://www.nwa.com (to
the extent such information has been posted or is available as described in
such notice).  Information required to be
delivered pursuant to this Section 6.1 shall be in a format which is
suitable for transmission.


 


6.2           Certificates; Other Information. 
Furnish to the Administrative Agent (and the Administrative Agent shall
promptly following receipt thereof furnish to the Lenders):


 


(a)  concurrently with the delivery of the financial statements
referred to in Section 6.1(a), a certificate of the independent certified
public accountants reporting on such financial statements stating that in
making the examination necessary therefor no knowledge was obtained of any
Default or Event of Default, except as specified in such certificate;


 


(b)  concurrently with the delivery of any financial statements
pursuant to Section 6.1, (i) a certificate of a Responsible Officer
of Holdings and the Borrower stating that such Responsible Officer has obtained
no knowledge of any Default or Event of Default except as specified in such
certificate and (ii) a Compliance Certificate of the last day of the
fiscal quarter or fiscal year of the Borrower, as the case may be;


 


(c)  not more than 75 days following the commencement of each
fiscal year of the Borrower, a budget of the Borrower and its Subsidiaries in
reasonable detail for each fiscal month of such fiscal year as is customarily
prepared by management for its internal use setting forth, with appropriate
discussion, the principal assumptions upon which such budget is based;


 


35





















 


(d)  promptly after any senior financial or legal officer of any
Loan Party obtains knowledge thereof, notice of any change in the rating
assigned by either Rating Agency to the Facilities;


 


(e)  within five days after the same are sent, copies of all
financial statements and reports that Holdings sends to the holders of any
class of its debt securities or public equity securities and, within five days
after the same are filed, copies of all financial statements and reports that
Holdings may make to, or file with, the SEC (including, without limitation, any
Form 10-K or Form 10-Q);


 


(f)  on the twelve month anniversary of the Original Closing Date
and on each one year anniversary thereafter, an Appraisal of the Pool Assets;


 


(g)  within 45 days after the close of each calendar quarter,
notice of (i) any acquisition of any Route, Slot, or Foreign Slot and (ii) any
sale or transfer of any Route, Slot or Foreign Slot, in each case during such
calendar quarter and confirming the Routes, Slots and Foreign Slots then in
existence;


 


(h)  within ten days after the end of each fiscal quarter, a
certificate of the Chief Financial Officer of the Borrower (i) stating
that the Borrower is utilizing the Pacific Routes, the Slots and the Foreign
Slots, in each case, in a manner consistent in all material respects with
applicable regulations and contracts and whether the Borrower has satisfied all
applicable utilization requirements set forth in any such regulations and
contracts, (ii) showing the number of Flights by the Borrower during such
quarterly period using the Pacific Routes, setting forth in each case in
comparative form the number of Flights by the Borrower using such Routes during
the corresponding quarterly period in fiscal year 2004, and (iii) showing
the aggregate number of Disposed Japanese Foreign Slots plus Unavailable
Japanese Foreign Slots, which certificate shall be substantially in the form of
Exhibit F;


 


(i)  promptly, such information as to the Slots, Foreign Slots,
the Pacific Routes and Gate Leaseholds as the Administrative Agent may from
time to time reasonably request; and


 


(j)  promptly, such additional
financial and other information as the Required Lenders may (through the
Administrative Agent) from time to time reasonably request.


 


Subject to the next succeeding sentence, information
delivered pursuant to this Section 6.2 to the Administrative Agent may be
made available by the Administrative Agent to the Lenders by posting such
information on the Intralinks website on the Internet at
http://www.intralinks.com.  Information
delivered pursuant to this Section 6.2 may also be delivered by electronic
communication pursuant to procedures approved by the Administrative Agent
pursuant to Section 11.2(b) hereto.  Information
required to be delivered pursuant to this Section 6.2 (to the extent not
made available as set forth above) shall be deemed to have been delivered to
the Administrative Agent on the date on which the Borrower provides written
notice to the Administrative Agent that such information has been posted on the
Borrower’s website on the Internet at http://www.nwa.com (to the extent such
information has been posted or is available as described in such notice).  Information required to be delivered pursuant
to this Section 6.2 shall be in a format which is suitable for
transmission.


 


If any notice or other communication delivered
pursuant to this Section 6.2, or otherwise pursuant to this Agreement,
contains any material non-public information, the Borrower,


 


36





















 


or other Loan Party if applicable, shall, at
the time of such delivery, notify the Administrative Agent that such
communication or notice contains material non-public information.  If a Lender has notified the Administrative
Agent that it does not want to receive material non-public information, the
Administrative Agent will not forward to such Lender any notice or
communication which is identified by the Borrower as including such information
until such Lender notifies the Administrative Agent otherwise.


 


6.3           Payment of Taxes.  Pay,
discharge or otherwise satisfy, all material taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits,
or upon any properties belonging to it, prior to the date on which material
penalties attach thereto, and all material lawful claims which, if unpaid,
might become a Lien or charge upon any properties of any Loan Party or any of
its Subsidiaries, provided that no Loan Party nor any of its
Subsidiaries shall required to pay any such tax, assessment, charge, levy or
claim (i) which is being contested in good faith and by proper proceedings
if it has maintained adequate reserves (in the good faith judgment of
management) with respect thereto in accordance with GAAP or (ii) the
nonpayment of which would not have a Material Adverse Effect.


 


6.4           Maintenance of Existence;
Compliance.  (a)  Except as permitted by Section 7.4,
do all things necessary to preserve and keep in full force and effect its
existence and material rights, authority and franchises, unless the failure to
keep in full force and effect any such right, authority or franchise would not
have a Material Adverse Effect; and (b) comply in all material respects
with all applicable statutes, regulations and orders of, and all applicable
restrictions impose by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property
(including Environmental Laws) other than those the non-compliance with which
would not have a Material Adverse Effect.


 


6.5           Maintenance of Property; Insurance.  (a) 
Keep all property useful and necessary in its business in good working order
and condition, ordinary wear and tear excepted and from time to time make in
such properties and equipment all needed and proper repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto, to
the extent and in the manner customary for companies in similar businesses,
except where the failure to keep such properties and equipment in good repair,
working order and condition or to make such repairs, renewals, replacements,
extensions, additions, betterments or improvements would not have a Material
Adverse Effect and (b) maintain in full force and effect insurance in such
amounts, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice and
as is required by law.


 


6.6           Inspection of Property; Books and
Records; Discussions.  (a)  Keep proper books of
records and account in which full, true and correct entries in conformity with
GAAP and all Requirements of Law shall be made of all dealings and transactions
in relation to its business and activities and (b) permit, upon reasonable
notice given by the Administrative Agent to the Borrower on behalf of any
Lender, officers and designated representatives of any Lender (including
without limitation, appraisers) to visit and inspect the properties or assets
of Holdings and any of its Subsidiaries and to examine the books of account of
Holdings and any of its Subsidiaries and discuss the affairs, finances and
accounts of Holdings and of any of its Subsidiaries with its and their officers
and independent accountants, all at such reasonable times and intervals and to
such reasonable extent as such Lender may desire.


 


37





















 


6.7           Notices. 
Promptly give notice to the Administrative Agent and each Lender of:


 


(a)  (i) the occurrence of any Default or Event of Default
and (ii) any litigation or governmental proceeding pending against or
affecting Holdings or any of its Subsidiaries which is likely to have a
Material Adverse Effect;


 


(b)  the following events, as soon as possible and in any event
within 30 days after the Borrower knows or has reason to know thereof, if such
events, individually or in the aggregate have had or would have a Material
Adverse Effect:  (i) the occurrence
of any Termination Event with respect to any Plan, a failure to make any
required contribution to a Plan, the creation of any Lien in favor of the PBGC
or a Plan or any withdrawal from, or the termination, Reorganization or
Insolvency of, any Multiemployer Plan or (ii) the institution of
proceedings or the taking of any other action by the PBGC or the Borrower or
any Commonly Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the termination, Reorganization or Insolvency of, any Plan;
and (c) copies of (i) any proposal for a waiver of any “reportable
event” sent to the PBGC contemporaneous therewith and (ii) any waiver
granted by PBGC promptly after the Borrower receives notice that such waiver
has been granted by PBGC.


 


Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action Holdings or the relevant Subsidiary proposes to take
with respect thereto.


 


6.8           Performance of Obligations. 
Perform all of its obligations under the terms of each mortgage,
indenture, security agreement and other debt instrument by which it is bound,
except where the failure to perform would not have a Material Adverse Effect.


 


6.9           End of Fiscal Years; Fiscal
Quarters.  For financial reporting
purposes, end Holdings’ and each of its Subsidiaries’ (i) fiscal years on December 31
of each year and (ii) fiscal quarters on March 31, June 30, September 30
and December 31 of each year.


 


6.10         Air Carrier.  The
Borrower will at all times be a Certificated Air Carrier.


 


6.11         ERISA.  (a) 
As soon as practicable and in any event within fifteen days after any Loan
Party or any of its ERISA Affiliates knows or has reason to know of the
occurrence of any (i) Termination Event in connection with any Pension
Plan or Multiemployer Plan, (ii) non-exempt “prohibited transaction” as
described in Section 406 of ERISA or Section 4975 of the Code, (iii) accumulated
funding deficiency or application to the Secretary of the Treasury for a waiver
or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section 412
of the Code, (iv) institution pursuant to Section 515 of ERISA to
collect a delinquent contribution, or (v) material liability by any Loan
Party or any Subsidiary of any Loan Party pursuant to any employee welfare
benefit plan (as defined in Section 3(1) of ERISA) that provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any employee pension benefit plan (as defined
in Section 3(2) of ERISA) in addition to the liability existing on
the Original Closing Date pursuant to any such welfare or pension plan or plans
in connection with any Pension Plan or Multiemployer Plan or any trust created
thereunder, if as a result of such event or transaction, considered together
with other such events and


 


38





















 


transactions occurring within the prior two
years, the Loan Parties and their ERISA Affiliates incur or could reasonably
expect to incur liabilities from all such events and transactions in excess of
$5,000,000, such Loan Party shall deliver to each of the Lenders a certificate,
signed by an Authorized Officer of such Loan Party, specifying the nature
thereof, what action such Loan Party or such ERISA Affiliate has taken, is
taking or proposes to take with respect thereto, and any action taken or
threatened by the Internal Revenue Service, Department of Labor, PBGC, Pension Plan
or Multiemployer Plan, as applicable, to be taken with respect thereto
(together with copies of all relevant notices or other communications received
from such entity).  For the purposes of
this Section 6.11, a Loan Party shall be deemed to have knowledge of all
facts known by the plan “administrator”(as defined in Section 3(16)(A) of
ERISA) of any Pension Plan of which such Loan Party or any of its ERISA
Affiliates is the “plan sponsor” (as defined in Section 3(16)(B) of
ERISA).


 


(b)  To
the extent reasonably requested by any Lender, as soon as practicable and in
any event within 30 days after the filing of a Form 5500 series annual
report by a Loan Party or any of its ERISA Affiliates with the Internal Revenue
Service with respect to each Pension Plan, such Loan Party shall furnish to
such Lender a copy of such Form 5500 series annual report and the Schedule B
(Actuarial Information) thereto (and shall make available for inspection by
such Lender at reasonable times copies of the full annual report with respect
to each Pension Plan).


 


6.12         Security Interests; Additional
Collateral.  (a)  Perform any and all acts and execute any and
all documents (including, without limitation, the execution, amendment or
supplementation of any financing statement or continuation statement) for
filing under the provisions of the UCC or the Federal Aviation Act and the rules and
regulations thereunder, which are necessary in order to maintain in favor of
the Collateral Agent for the benefit of the Secured Creditors a valid and
perfected Lien on the Collateral, subject to no other Liens except for
Permitted Liens.


 


(b)  With respect to any Route to the Pacific or
any related Slot or Foreign Slot acquired after the Original Closing Date by
the Borrower as to which the Administrative Agent, for the benefit of the
Lenders, does not have a perfected Lien, promptly (i) execute and deliver
to the Administrative Agent such security agreements (which shall contain
substantially the same terms and conditions as the Route Security Agreements)
and other documents as the Administrative Agent deems necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a security
interest in such property and (ii) take all actions reasonably requested
by the Administrative Agent to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest in such
property, including the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the security agreement or by law or
as may be requested by the Administrative Agent.


 


6.13         Gate Utilization. Utilize all of its Gate Leaseholds in a
manner sufficient to comply in all material respects with applicable lease
provisions governing such Gate Leaseholds.


 


6.14         Slot Utilization. (a)  Utilize the Slots in a manner
consistent in all material respects with applicable regulations and contracts,
taking into account any waivers or other relief granted to the Borrower by the
FAA.


 


(b) 
Cause to be done all things reasonably necessary to preserve and keep in full
force and effect its rights in and use of its Slots, including, without
limitation, satisfying the Use or Lose Rule. Without in any way limiting the
foregoing, the Borrower shall promptly take all such steps as may be reasonably
necessary now or in the future to maintain, renew and obtain the rights,


 


39





















 


licenses, authorizations or
certifications as are necessary to the continued and future holding and use by
the Borrower of its Slots. It is understood and agreed that the Borrower may
cease using any Slot in connection with the Pacific Routes in the event that
the Borrower determines in good faith that the preservation of its rights in
and/or use of such Slot is no longer advantageous to the Borrower in connection
with the conduct of its operations utilizing the Pacific Routes.


 


6.15         Foreign Slot Utilization. (a) Utilize the Foreign Slots in a
manner consistent in all material respects with applicable regulations and
contracts, taking into account any waivers or other relief granted to the
Borrower by any applicable Foreign Aviation Authorities.


 


(b)           Cause
to be done all things reasonably necessary to preserve and keep in full force
and effect its rights in and use of its Foreign Slots. Without in any way
limiting the foregoing, the Borrower shall promptly take all such steps as may
be reasonably necessary now or in the future to maintain, renew and obtain the
rights, licenses, authorizations or certifications as are necessary to the
continued and future holding and operation by the Borrower of its Foreign
Slots. Notwithstanding the foregoing, the Borrower may cease using any Foreign
Slot in the event the Borrower determines in good faith that the preservation
of its rights in and/or use of such Foreign Slot is no longer advantageous to
the Borrower in connection with the conduct of its operations utilizing the
Pacific Routes.  If, at any time, the
aggregate number of Disposed Japanese Foreign Slots plus Unavailable
Japanese Foreign Slots exceeds 10% of the Base Number of Japanese Foreign Slots
at such time, the Borrower shall immediately notify the Administrative Agent,
and, following receipt of such notice, the Administrative Agent may, or at the
request of the Required Lenders, the Administrative Agent shall, require that
the Borrower deliver to the Administrative Agent an Appraisal of the Pool
Assets within 30 days of such request (except that an additional Appraisal
shall not be requested, if, within 30 days of the delivery of such certificate,
the Borrower is required to deliver an Appraisal pursuant to Section 6.2(f)).


 


6.16         Route Utilization; Route Reporting.
a) Utilize
the Pacific Routes in a manner consistent in all material respects with Title
49, rules and regulations promulgated thereunder, and applicable foreign
law, and the applicable rules and regulations of the FAA, DOT and any
applicable Foreign Aviation Authorities, including, without limitation, any
operating authorizations, certificates, bilateral authorizations and bilateral
agreements with any applicable Foreign Aviation Authorities and contracts with
respect to such Pacific Routes.


 


(b)  Cause to be done all things reasonably
necessary to preserve and keep in full force and effect its material rights in
and to use its Pacific Routes. Without in any way limiting the foregoing, the
Borrower shall promptly take (i) all such steps as may be reasonably
necessary to obtain renewal of each such Pacific Route authority from the DOT
and any applicable Foreign Aviation Authorities, within a reasonable time prior
to the expiration of such authority (as prescribed by law or regulation, if
any), and notify the Administrative Agent of the status of such renewal and (ii) all
such other steps as may be necessary to maintain, renew and obtain Supporting
Route Facilities as needed for the continued and future operations of the
Borrower over the Pacific Routes which are now allocated or possessed, or as
may hereafter be allocated or acquired. The Borrower shall further take all
actions reasonably necessary or, in the reasonable judgment of Administrative
Agent, advisable in order to maintain its material rights to use its Pacific
Routes (including, without limitation, protecting the Pacific Routes from dormancy
or withdrawal by the DOT) and Supporting Route Facilities for the Pacific
Routes. The Borrower and any applicable Loan Party shall pay any applicable
filing fees and other expenses related to the submission of applications,
renewal requests, and other filings as may be reasonably necessary to maintain
or obtain such entity’s rights in the


 


40





















 


Pacific Routes and Supporting Route
Facilities for the Pacific Routes.  It is
understood and agreed that the Borrower may cease using its rights in and/or
use of any Supporting Route Facilities in connection with the Pacific Routes in
the event that the Borrower determines in good faith that the preservation of
its rights in and/or use of such Supporting Route Facilities is no longer
advantageous to the Borrower in connection with the conduct of its operations
utilizing the Pacific Routes.


 


(c)  Subject to any governmental requirement of
confidentiality, promptly upon receipt thereof, deliver to the Administrative
Agent copies of (i) each certificate or order issued by the DOT and the
applicable Foreign Aviation Authorities with respect to Pacific Routes, (ii) all
material filings made by the Borrower with any Governmental Authority or any
Foreign Aviation Authorities related to preserving and maintaining the Pacific
Routes and (iii) any notices received from any Person notifying the
Borrower or any applicable Loan Party of an event which would have a material
adverse effect upon the Pacific Routes, or the failure to preserve such Pacific
Routes as required pursuant to this Section 6.16.


 


(d)  If the number of Flights by the Borrower
during any fiscal quarter using the Pacific Routes has declined by more than
15% from the number of Flights by the Borrower using the Pacific Routes during
the corresponding quarterly period in the fiscal year ending December 31,
2004 (and calculated in the same manner), the Borrower shall immediately notify
the Administrative Agent and, following receipt of such notice, the
Administrative Agent may, or, at the request of the Required Lenders, the
Administrative Agent shall, require that the Borrower deliver to the
Administrative Agent an Appraisal of the Pool Assets within 30 days of such
request (except that an additional Appraisal shall not be requested, if, within
30 days of the delivery of such certificate, the Borrower is required to
deliver an Appraisal pursuant to Section 6.2(f)).


 


SECTION 7  NEGATIVE COVENANTS


 


Each of Holdings, NWAC, NWA and the Borrower hereby
jointly and severally agree that, so long as the Commitments remain in effect,
or any Loan or other amount is owing to any Lender or Agent hereunder, each of
Holdings, NWAC, NWA and the Borrower shall not, and (other than for purposes of
Section 7.4) shall not permit any of its Subsidiaries to, directly or
indirectly:


 


7.1           Financial Condition Covenants.  (a)    Cash Liquidity.  Permit Cash Liquidity to be less than
$900,000,000 at any time.


 


(b)  Consolidated
EBITDAR to Consolidated Fixed Charges. 
(i)  Permit the ratio of Consolidated EBITDAR to Consolidated
Fixed Charges for (A) the nine-month period ended December 31, 2004
or (B) the twelve-month period ended March 31, 2005, in each case to
be less than 0.50 to 1.0.


 


(ii)           Permit
the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for any period
of four consecutive fiscal quarters (or, if less, the number of full fiscal
quarters subsequent to March 31, 2006) ending with any fiscal quarter set
forth below to be less than the ratio set forth below opposite such fiscal quarter:


 


41





















 


	
  Fiscal Quarter(s) Ended

  	
   

  	
  Consolidated EBITDAR to

  Consolidated Fixed Charges

  	
   

  
	
  6/30/06

  	
   

  	
  1.00 to 1.00

  	
   

  
	
  9/30/06

  	
   

  	
  1.05 to 1.00

  	
   

  
	
  12/31/06

  	
   

  	
  1.15 to 1.00

  	
   

  
	
  3/31/07

  	
   

  	
  1.30 to 1.00

  	
   

  
	
  6/30/07

  	
   

  	
  1.45 to 1.00

  	
   

  
	
  9/30/07 and thereafter

  	
   

  	
  1.50 to 1.00

  	
   

  



 


7.2           Indebtedness. 
Create, issue, incur, assume, become liable in respect of or suffer to
exist any Indebtedness secured by a Lien in excess in the aggregate for
Holdings and its Subsidiaries of $1,500,000,000 at any time outstanding except:


 


(a)  Indebtedness of any Loan Party pursuant to any Loan Document;


 


(b)  intercompany Indebtedness among Holdings and its
Subsidiaries;


 


(c)  Indebtedness outstanding on the Original Closing Date and
listed on Schedule 7.2(c) and any refinancings, refundings, renewals
or extensions thereof but only to the extent that such refinancing, refunding,
renewal or extension does not increase the principal amount of such
Indebtedness outstanding immediately prior to such refinancing, refinancings,
renewal or extensions (except to the extent that such increase is permitted
under the $1,500,000,000 limitation set forth above in this Section) and that
the Lien securing such Indebtedness is not spread to cover any additional
properties;


 


(d)  Indebtedness (including industrial revenue bonds) in respect
of tax-exempt government sponsored financings relating to the acquisition,
leasing or improvement of property in connection with its business and any
refinancing, refunding, renewal or extension thereof but only to the extent
that such refinancing, refunding, renewal or extension does not increase the
principal amount of such Indebtedness outstanding immediately prior to such
refinancing, refunding, renewal or extension (except to the extent such
increase is permitted under the $1,500,000,000 limitation set forth above in
this Section) and that the Lien securing any such Indebtedness shall only cover
the property financed thereby;


 


(e)  Indebtedness of Holdings or any of its Subsidiaries incurred
in connection with (i) the acquisition of aircraft (including Indebtedness
secured by aircraft purchase agreements) so long as such Indebtedness is
incurred not later than 18 months after the acquisition thereof and (ii) the
acquisition of other assets so long as such Indebtedness is incurred not later
than 120 days after the acquisition thereof and any refinancing, refunding,
renewal or extension thereof but only to the extent that such refinancing,
refunding, renewal or extension does not increase the principal amount of such
Indebtedness outstanding immediately prior to such refinancing, refunding,
renewal or extension (except to the extent such increase is permitted under the
$1,500,000,000 limitation set forth above in this Section), and that the Lien securing
any such Indebtedness shall only cover the property financed thereby;


 


(f)  Indebtedness in respect of margin requirements under fuel
hedging contracts, provided that the Liens securing such Indebtedness
shall be limited to such fuel hedging contracts;


 


(g)  the Pari Passu Obligations; and


 


42





















 


(h)  Indebtedness outstanding under any Replacement Facility, provided
that the maturity of such Replacement Facility (the “Replacement Facility
Maturity Date”) shall be on a date that is after the Tranche B Termination
Date and such Replacement Facility Maturity Date shall not be amended to any
date other than a date that is after the Tranche B Termination Date.


 


7.3           Liens. 
Create, incur, assume or suffer to exist any Lien upon or in respect of
any Pool Assets or any Supporting Route Facilities or any proceeds or income in
respect thereof, whether now owned or hereafter acquired, except for (Liens
described below are herein referred to as “Permitted Liens”):


 


(a)  inchoate Liens for taxes not yet due or Liens for taxes being
contested in good faith and by appropriate proceedings for which adequate
reserves (in the good faith judgment of the management of the Borrower) have
been established in accordance with GAAP;


 


(b)  Liens (other than any Lien imposed by ERISA) in respect of
the Pool Assets or any Supporting Route Facilities imposed by law which were
incurred in the ordinary course of business and which have not arisen to secure
Indebtedness for borrowed money, such as carriers’, warehousemen’s and
mechanics’ Liens, statutory landlord’s Liens, and other similar Liens and
governmental charges arising in the ordinary course of business, and which
either (x) do not in the aggregate materially detract from the value of any of
the Pool Assets or any material portion of the Supporting Route Facilities, as
the case may be, or materially impair the use thereof in the operation of the
business of the Borrower or any of its Subsidiaries or (y) are being contested
in good faith by appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the property or asset subject to such
Lien;


 


(c)  Liens (where there has been no execution or levy and no
pledge or delivery of Pool Assets or any material portion of the Supporting
Route Facilities as security therefor) arising out of judgments or awards
against the Borrower or any of its Subsidiaries with respect to which an appeal
or proceeding for review is being prosecuted in good faith and which judgment
or award shall be vacated, discharged, satisfied or stayed or bonded pending
appeal within 60 days from the entry thereof;


 


(d)  Liens created pursuant to the Security Documents;


 


(e)  Liens securing the Pari Passu Obligations;


 


(f)  other Liens on the Collateral, including Liens securing any
Replacement Facility permitted pursuant to Section 7.2(h); provided
that prior to the creation of any such Liens, the Intercreditor Agreement shall
be amended in a manner reasonably satisfactory to the Administrative Agent and
shall provide that such Liens shall be junior and subordinate to the Liens in
favor of the Administrative Agent created pursuant to the Security Documents
and shall be subject to the terms and conditions in the Intercreditor Agreement
applicable to the Junior Lien and the PBGC Lien (as such terms are defined in
the Intercreditor Agreement); and


 


(g)  (i) any Liens or other interests of any airport or
airport authority on any Supporting Route Facilities arising out of the
Borrower’s use of such Supporting Route Facilities and (ii) any Liens on
any Supporting Route Facilities outside the United States


 


43





















 


imposed by any
Governmental Authority outside the United States so long as the Borrower is
contesting the imposition of such Lien in good faith by appropriate proceedings
to the extent that such a contest is permitted and the Borrower is disputing
the imposition of such Lien.


 


7.4           Fundamental Changes. 
Enter into any merger, consolidation or amalgamation, or liquidate, wind
up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of
all or substantially all of its property or business, except that, so long as
(x) no Default or Event of Default exists, or would result therefrom, and (y)
after giving pro forma effect to any such transaction, the Loan Parties would
be in compliance with Section 7.1 of this Agreement as of the most
recently ended fiscal quarter and the Borrower shall have delivered a
certificate of a Responsible Officer to the Administrative Agent setting forth
in reasonable detail the calculations required to determine such compliance,
any Loan Party may merge or consolidate with, or sell or Dispose of all or
substantially all of its assets to, any Person, provided that (i) in
the case of any merger or consolidation, the surviving corporation shall be
such Loan Party or (ii) the surviving corporation, if not such Loan Party
(or the successor corporation, in the case of a Disposition of all or
substantially all of a Loan Party’s assets), (A) is a corporation
organized and existing under the laws of the United States of America or any
State thereof, (B) executes and delivers agreements assuming the
obligations of such Loan Party under this Agreement and the other Loan
Documents, which assumption agreements and all related actions and
documentation shall be in form and substance reasonably satisfactory to the
Administrative Agent, and (C) delivers to the Administrative Agent a
certificate signed by a Responsible Officer of such Loan Party and an opinion
of counsel to such Person satisfactory to the Administrative Agent, each
stating that such transaction and such assumption agreement comply with this Section and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


7.5           Disposition of Pool Assets.  (a) 
Convey, sell, lease, transfer or otherwise dispose of (whether voluntarily or
involuntarily (it being understood that loss of property due to theft,
destruction, confiscation, prohibition on use or similar event shall constitute
a disposal for purposes of this covenant)), or remove or substitute, any Pool
Assets or take any action that could materially diminish the fair market value
of the Pool Assets taken as a whole, or agree to do any of the foregoing at any
future time, except that:


 


(i)            so long as no Default or Event of
Default exists, the Borrower may replace an aircraft included in the Collateral
with another aircraft of the Borrower (and Schedule 7.5 shall be modified
to reflect such replacement), provided that (A) such replacement
shall be made on a dollar-for-dollar basis based upon (x) in the case of the
aircraft being removed, the Appraised Value of such aircraft (as determined by
the most recently delivered Appraisal with respect to such aircraft), and (y)
in the case of the aircraft being added to the Collateral, the Appraised Value
of such aircraft (as determined by an Appraisal performed at the time of such
replacement) and (B) prior to effecting the replacement, the Borrower
shall have delivered a certificate of a Responsible Officer of the Borrower
certifying compliance with this Section and attaching to such certificate
all Appraisals not previously delivered to the Lenders;


 


(ii)           so long as no Default or Event of
Default exists, or would result therefrom, the Borrower may remove any Airframe
or Engine (as such terms are defined in the Aircraft Mortgage Agreement) from
the Collateral (and Schedule 7.5 shall be modified to reflect such
removal), provided that (A) either (I) after giving effect to such
removal, the Appraised Value of the remaining Pool Assets (as determined by the
most recently delivered


 


44





















 


Appraisal of all Pool Assets) shall
satisfy the Coverage Test or (II) the Borrower shall prepay Loans in accordance
with Section 3.2 and the Pari Passu Obligations to the extent necessary to
comply with the Coverage Test (with any such prepayment of Loans being in an
aggregate amount at least equal to the Allocable Prepayment Percentage of the
aggregate amount of such prepayments so required) and (B) prior to
effecting the removal, the Borrower shall have delivered a certificate of an
Authorized Officer of the Borrower certifying that, and providing calculations demonstrating
that, after giving effect to such removal, the Appraised Value of the Pool
Assets shall satisfy the Coverage Test, and otherwise certifying compliance
with this Section 7.5;


 


(iii)          in the event of an involuntary
disposal of any Pool Assets (including, without limitation, in the case of an
Airframe or Engine (as such terms are defined in the Aircraft Mortgage
Agreement), an Event of Loss (as defined in the Aircraft Mortgage Agreement)
for such Airframe or Engine) (whether by loss of property due to theft,
destruction, confiscation, prohibition or use, any similar event or otherwise),
the Borrower shall, unless the Borrower is entitled to exercise and exercises
its right to remove any Airframe or Engine which is the subject of such
involuntary disposal pursuant to Section 7.5(a)(ii), within 30 days after
the date of such involuntary disposal (A) either (I) in the event that
such Pool Assets subject to such involuntary disposal is an Airframe or Engine,
cause to be subjected to the Lien of the Aircraft Mortgage Agreement a
Replacement Airframe (together with the same number of Replacement Engines as
the number of Engines, if any, installed on such Airframe at the time such
involuntary disposal occurred) or Replacement Engine, all in accordance with the
requirements of the Aircraft Mortgage Agreement, or (II) in the event that such
Pool Asset subject to such involuntary disposal is Route Collateral, then cause
to be subjected to the Lien of the Route Security Agreement a Replacement
Route, such Replacement Route to be free and clear of all Liens except
Permitted Liens and to have a value, utility and remaining useful life at least
equal to such Route Collateral so replaced as of the date of such involuntary
disposal or (B) reduce the aggregate outstanding principal amount of the
Loans to an amount which shall equal or exceed the Allocable Prepayment
Percentage of the Appraised Value of the Pool Asset subject to such involuntary
disposal, in accordance with Section 3.2; and


 


(iv)          in the event that an Appraisal
furnished pursuant to Section 6.2(f), Section 6.15(b) or Section 6.16(d) discloses
that the Coverage Test is not satisfied, the Borrower shall within 30 days
after the date of such Appraisal (A) designate additional assets as Pool
Assets to the extent that, after giving effect to such designation, the Total
Appraised Value based on the most recently delivered Appraisals with respect to
assets already constituting Pool Assets and based on an Appraisal performed at
the time of such addition with respect to assets being added to Pool Assets
(and Schedule 7.5 shall be modified to reflect such addition), shall
satisfy the Coverage Test, provided that (1) at the time of such
addition, the Lenders shall have received a certificate of a Responsible
Officer of the Borrower certifying that the conditions set forth in this Section shall
have been satisfied after giving effect to such addition and attaching thereto
any Appraisals not previously delivered to the Lenders and (2) the asset
being added shall constitute a Pacific Route or a Stage III Aircraft or (B) reduce
the aggregate outstanding principal amount of the Loans in accordance with Section 3.2
and reduce Pari Passu Commitments and/or prepay Pari Passu Obligations to the
extent necessary to satisfy the Coverage Test.


 


45





















 


(b) 
Directly or indirectly create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of the Borrower to
create, incur, assume or suffer to exist any Lien on any Pool Assets or any
Supporting Route Facilities (other than (i) any encumbrances or
restrictions imposed by any airport or airport authority on any Supporting
Route Facilities arising out of the Borrower’s use of such Supporting Route
Facilities and (ii) any encumbrances or restrictions on any Supporting
Route Facilities outside the United States imposed by a Governmental Authority
outside the United States so long as the Borrower is contesting the imposition
of such encumbrances and restrictions in good faith by appropriate proceedings
to the extent that such a contest is permitted and the Borrower is disputing
the imposition of such encumbrances and restrictions).


 


(c)  Fail to
cause the Collateral to include, with respect to each airframe included
therein, a sufficient number of appropriate aircraft engines to operate such
airframe as an aircraft.


 


7.6           Restricted Payments. 
Declare or pay any dividend (other than stock dividends on its capital
stock with the same or a junior class of stock with respect to which such stock
dividend is being paid) on, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any Capital Stock of Holdings,
the Borrower or any Subsidiary, whether now or hereafter outstanding, or make
any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of Holdings or any Subsidiary
(collectively, “Restricted Payments”), except that:


 


(a)  any Subsidiary of Holdings may make Restricted Payments to
Holdings or any Subsidiary of Holdings;


 


(b)  Holdings or any of its Subsidiaries may repurchase or redeem
its Capital Stock solely through the issuance of additional shares of its
Capital Stock which is of the same or a junior class of such Capital Stock
being repurchased or redeemed; and


 


(c)  so long as no Default or Event of Default shall have occurred
and be continuing or would result therefrom, Holdings may make required
dividend and redemption payments in respect of its outstanding Series C
Preferred Stock pursuant to the Certificate of Designations for the Series C
Preferred Stock as in effect on the Original Closing Date.


 


7.7           Transactions with Affiliates. 
Enter into any transaction or series of related transactions with any
Affiliate of any Loan Party or any of their respective Subsidiaries, other than
on terms and conditions substantially as favorable to such Loan Party or such
Subsidiary as would reasonably be obtained by such Loan Party or such
subsidiary at that time in a comparable arm’s-length transaction with a Person
other than an Affiliate, provided that the foregoing restrictions shall
not apply to (a) customary fees paid to members of the Board of Directors
(in their capacity as such) of Holdings and its Subsidiaries and (b) Restricted
Payments permitted by Section 7.6.


 


7.8           Lines of Business.  Make
any material change in the lines of business in which it is engaged as of the
Original Closing Date.


 


7.9           ERISA.  None
of the Loan Parties will, or will permit any of their respective Subsidiaries
or its ERISA Affiliates to:


 


46





















 


(a) 
engage in any transaction in connection with which Holdings or any of its ERISA
Affiliates could be subject to either a tax imposed by Section 4975(a) of
the Code or the corresponding civil penalty assessed pursuant to Section 502(i) of
ERISA, which penalties and taxes for all such transactions could be in an
aggregate amount in excess of $2,500,000;


 


(b) 
permit to exist any accumulated funding deficiency, for which a waiver has not
been obtained from the Internal Revenue Service, with respect to any Pension
Plan in an aggregate amount greater than $5,000,000; or


 


(c) 
permit to exist any failure to make contributions or any unfunded benefits
liability which creates, or with the passage of time would create, a statutory
lien or requirement to provide security under ERISA or the Code in favor of the
PBGC or any Pension Plan, Multiemployer Plan or other entity in an aggregate
amount in excess of $5,000,000.


 


7.10         Investments.  Make
any advance, loan, extension of credit (by way of guaranty or otherwise) or
capital contribution to, or purchase any Capital Stock, bonds, notes,
debentures or other debt securities of, or any assets constituting a business
unit of, or make any other investment in, any Person (all of the foregoing, “Investments”),
except:


 


(a)  non-cash consideration received in connection with sales and
dispositions of assets;


 


(b)  investments in cash, cash equivalents and short term
investments; and


 


(c)  other Investments in an aggregate principal amount not
exceeding $250,000,000 at any time, provided that after giving effect to
any such Investment, no Default or Event of Default shall have occurred and be
continuing.


 


7.11         Acquisitions.  Make
any Acquisition (excluding any Acquisition permitted as an Investment under Section 7.10)
unless, after giving effect to any such Acquisition, Cash Liquidity is at least
$1,500,000,000 and no Default or Event of Default shall have occurred and be
continuing.


 


SECTION 8  EVENTS OF DEFAULT


 


If any of the following events shall occur and be
continuing:


 


(a)  the
Borrower shall fail to pay any principal of any Loan when due in accordance
with the terms hereof; or the Borrower shall fail to pay any interest on any
Loan, or any other amount payable hereunder or under any other Loan Document,
within five Business Days after any such interest or other amount becomes due
in accordance with the terms hereof, provided that the Administrative
Agent shall have informed the Borrower of the amount owing; or


 


(b)  any
representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document or that is contained in any certificate furnished by it
at any time under or in connection with this Agreement or any such other Loan
Document shall prove to have been inaccurate in any material respect on or as
of the date made or deemed made, and such default shall continue unremedied for
a period of 30 days after written notice to the Borrower by the Administrative
Agent or the Required Lenders; or


 


47





















 


(c)  any
Loan Party shall default in the observance or performance of any agreement
contained in Sections 6.15(b), 6.16(d), 7.3 (other than any Default resulting
from a nonconsensual Lien), 7.4, 7.5 or 7.6; or


 


(d)  any
Loan Party shall default in the observance or performance of any other
agreement contained in this Agreement or any other Loan Document (other than as
provided in paragraphs (a) through (c) of this Section), and such
default shall continue unremedied for a period of 30 days (or 15 days in the
case of Section 7.1) after notice to the Borrower from the Administrative
Agent or the Required Lenders; or


 


(e)  (i) Holdings or any of its Subsidiaries shall (x)
default in making any payment of any Indebtedness (excluding the Obligations)
which default is in excess of $10,000,000 beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created; or (y) default in the observance or performance of any other agreement
or condition relating to any Indebtedness (excluding the Obligations) if such
Indebtedness is in excess of $25,000,000 in the case of any one issue of
Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness
when aggregated with all Lease claims described in clause (iii)(y) or contained
in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or to permit the holder or holders of
such Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause, any such Indebtedness to become due prior to its stated maturity; or (ii) any
Indebtedness (other than the Obligations), individually in excess of
$25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with
all Lease claims described in clause (iii)(y)), of any Loan Party or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof; or (iii) any Loan Party or any of its Subsidiaries shall
default in the observance or performance of any agreement or condition relating
to any Lease if (x) the default is with respect to any payment in excess of
$10,000,000 beyond the period of grace (not to exceed 10 days), if any,
provided in the Lease or (y) the effect of such default is to give the lessor
pursuant to such Lease a claim against any Loan Party (after deducting from
such claim the value of the property subject to such Lease) in excess of
$25,000,000 in the case of any one Lease or in excess of $50,000,000 in the
case of all Leases and all Indebtedness described in clause (i)(y) or (ii) of
this Section, or


 


(f)  (i) 
any Loan Party or any of its Significant Subsidiaries shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, conservator,
custodian or other similar official for all or substantially all of its assets,
or any Loan Party or any of its Significant Subsidiaries shall make a general
assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Loan Party or any of its Significant Subsidiaries any
case, proceeding or other action of a nature referred to in clause (i) above
that (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged and
unbonded for a period of 60 days; or (iii) there shall be commenced
against any Loan Party or any of its Significant Subsidiaries any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or substantially all of its
assets that results in the entry of an order for any such relief that shall not
have been vacated, discharged, stayed or bonded pending appeal within 60 days
from the entry thereof; or


 


48





















 


(iv) any Loan Party or any
of its Significant Subsidiaries shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) any Loan Party or any
of its Significant Subsidiaries shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due; or


 


(g)  ERISA.  (i)  any “reportable event” as described
in Section 4043 of ERISA or the regulations thereunder (excluding those
events for which the requirement for notice has been waived by the PBGC), or
any other event or condition, which the Required Lenders determine constitutes
reasonable grounds under Section 4042 of ERISA for the termination of any
Pension Plan by the PBGC or for the appointment by the appropriate United
States District Court of a trustee to administer or liquidate any Pension Plan
shall have occurred; or


 


(ii) a trustee shall be appointed by a United
States District Court to administer any Pension Plan; or


 


(iii) the PBGC shall institute proceedings to
terminate any Pension Plan or to appoint a trustee to administer any Pension
Plan; or


 


(iv) Holdings or any of its ERISA Affiliates
shall become liable to the PBGC or any other party under Section 4062,
4063 or 4064 of ERISA with respect to any Pension Plan; or


 


(v) Holdings or any of its ERISA Affiliates
shall become liable to any Multiemployer Plan under Section 4201 et seq.
of ERISA; or


 


(vi) any Pension Plan shall fail to satisfy the
minimum funding standard required for any plan year or part thereof unless a
waiver of such standard or extension of any amortization period is granted
under Section 412 of the Code; or


 


(vii) a contribution required to be made to a
Pension Plan or a Multiemployer Plan has not been timely made; or


 


(vii) any Loan Party or any Subsidiary of
Holdings or any ERISA Affiliate has incurred or is likely to incur a liability
to or on account of a Plan under Section 502(i), or 502(l) of ERISA or Section 4975
of the Code; or


 


(ix) any Loan Party or any Subsidiary of any
Loan Party has incurred or is likely to incur liabilities pursuant to one or
more employee welfare benefit plans (as defined in Section 3(1) of
ERISA) that provide benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or employee pension
benefit plans (as defined in Section 3(2) of ERISA) other than
Pension Plans;


 


if
as of the date thereof or any subsequent date, the sum of each Loan Party’s and
its ERISA Affiliates’ various liabilities (such liabilities to include, without
limitation, any liability to the PBGC or to any other party under Section 4062,
4063 or 4064 of ERISA with respect to any Pension Plan, or to any Multiemployer
Plan under Section 4201 et  seq. of ERISA, and to be
calculated after giving effect to the tax consequences thereof) as a result of
such events listed in subclauses (i) through (ix) above exceeds
$100,000,000; or


 


(h)  one
or more judgments or decrees shall be entered against any Loan Party or any of
its Subsidiaries involving a liability of $25,000,000 or more in the case of
any one such judgment


 


49





















 


or decree or $50,000,000 or
more in the aggregate for all such judgments and decrees (in each case to the
extent not paid or fully covered by insurance provided by a carrier that has
acknowledged coverage) and any such judgments or decrees shall not have been
vacated, discharged, satisfied or stayed or bonded pending appeal within 60
days from the entry thereof; or


 


(i)  the
guarantee contained in Section 9 shall cease, for any reason, to be in
full force and effect or any Loan Party or any Affiliate of any Loan Party
shall so assert; or


 


(j)  any of the Security Documents shall cease,
for any reason, to be in full force and effect, or any Loan Party, any
Affiliate of any Loan Party or any party to the Intercreditor Agreement shall
so assert, or any Lien created by any of the Security Documents shall cease to
be enforceable and of the same effect and priority purported to be created
thereby or any Loan Party shall assert in writing the invalidity,
unenforceability or lack of priority of such Liens; or


 


(k)  the number of Flights by the Borrower
during any fiscal quarter using the Pacific Routes declines by more than 25%
from the number of Flights by the Borrower using the Pacific Routes during the
corresponding quarterly period in the fiscal year ending December 31, 2004
(and calculated in the same manner); or


 


(l)  the aggregate number of Disposed
Japanese Foreign Slots plus Unavailable Japanese Foreign Slots shall
exceed 15% of the Base Number of Japanese Foreign Slots;


 


then,
and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents shall immediately become due
and payable, as the case may be, and (B) if such event is any other Event
of Default, with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, and the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement or any other Loan Document to be due
and payable forthwith, whereupon the same shall immediately terminate and
become due and payable, as the case may be. 
Except as expressly provided above in this Section, presentment, demand,
protest and all other notices of any kind are hereby expressly waived by the
Borrower.


 


SECTION 9  GUARANTY


 


9.1           The Guaranty.  In
order to induce the Lenders to enter into this Agreement and to extend credit
hereunder and in recognition of the direct benefits to be received by the
Guarantors from the proceeds of the Loans, each Guarantor hereby jointly and
severally agrees with the Agents and the Lenders as follows:  each Guarantor hereby jointly and severally,
unconditionally and irrevocably guarantees as primary obligor and not merely as
surety the full and prompt payment and performance when due, whether upon maturity,
by acceleration or otherwise, of the Obligations to each of the Lenders and
each of the Agents.  If any or all of the
Obligations of the Borrower to the Lenders or the Agents becomes due and
payable hereunder, each Guarantor unconditionally promises on a joint and
several basis to pay such Obligations to the Lenders or the Agents, as the case
may be, or order, on demand, together with any and all expenses which may be
incurred by the Agents or the Lenders in collecting any of the Obligations.


 


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9.2           Bankruptcy. 
Additionally, each Guarantor jointly and severally, unconditionally and
irrevocably guarantees the payment of any and all Obligations of the Borrower
to each of the Lenders and each of the Agents whether or not due or payable by
the Borrower upon the occurrence in respect to the Borrower of any of the
events specified in Section 8(f), and unconditionally promises to pay such
Obligations to each of the Lenders and each of the Agents, or order, on demand,
in lawful money of the United States.


 


9.3           Nature of Liability.  The
liability of each Guarantor hereunder is exclusive and independent of any
security for or other guaranty of the Obligations of the Borrower whether
executed by each Guarantor, any other guarantor or by any other party, and the
liability of each Guarantor hereunder shall not be affected or impaired by (a) any
direction as to application of payment by the Borrower or by any other party,
or (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the Obligations of the
Borrower, or (c) any payment on or in reduction of any such other guaranty
or undertaking, or (d) any dissolution, termination or increase, decrease
or change in personnel by the Borrower, or (e) any payment made to the
Agents or the Lenders on the Obligations which such Agents or such Lenders
repay the Borrower or Guarantor (including by depositing the Proceeds with a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or Guarantor) pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
each Guarantor waives any right to the deferral or modification of its obligations
hereunder by reason of any such proceeding.


 


9.4           Independent Obligation.  The
obligations of each Guarantor hereunder are independent of the obligations of
any other Guarantor or the Borrower, and a separate action or actions may be
brought and prosecuted against each Guarantor whether or not action is brought
against any other Guarantor or the Borrower and whether or not any other
guarantor or the Borrower be joined in any such action or actions.  Each Guarantor waives, to the fullest extent
permitted by law, the benefit of any statute of limitations affecting its
liability hereunder or the enforcement thereof. 
Any payment by the Borrower or other circumstances which operate to toll
any statute of limitations as to the Borrower shall operate to toll the statute
of limitations as to each Guarantor.


 


9.5           Authorization.  Each
Guarantor authorizes the Agents and the Lenders without notice or demand
(except as shall be required by applicable statute and which cannot be waived),
and without affecting or impairing its liability hereunder, from time to time
to (a) renew, compromise, extend, increase, accelerate or otherwise change
the time for payment of, or otherwise change the terms of, the Obligations or
any part thereof in accordance with this Agreement, including any increase or
decrease of the rate of interest thereon, (b) take and hold security from
any Guarantor or any other party for the payment of this guaranty or the
Obligations and exchange, enforce, waive and release any such security, (c) apply
such security and direct the order or manner of sale thereof as the Agents and
the Lenders in their discretion may determine and (d) release or
substitute any one or more endorsers, Guarantors, the Borrower or other
obligors.


 


9.6           Reliance.  It
is not necessary for the Agents or the Lenders to inquire into the capacity or
powers of the Borrower or its Subsidiaries or the officers, directors, partners
or agents acting or purporting to act on its behalf, and any Obligations made
or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.


 


9.7           Subordination.  Any
indebtedness of the Borrower now or hereafter held by any Guarantor is hereby
subordinated to the Obligations of the Borrower to the Agents and the


 


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Lenders; and such indebtedness of the
Borrower to such Guarantor, if any Agent, after an Event of Default has
occurred and is continuing, so requests, shall be collected, enforced and
received by such Guarantor as trustee for the Lenders and be paid over to the
Lenders and the Agents on account of the Obligations of the Borrower to the
Lenders and the Agents, but without affecting or impairing in any manner the
liability of such Guarantor under the other provisions of this Guaranty.  Prior to the transfer by any Guarantor of any
note or negotiable instrument evidencing any indebtedness of the Borrower to
such Guarantor, such Guarantor shall mark such note or negotiable instrument with
a legend that the same is subject to this subordination.


 


9.8           Waiver.  (a) 
Each Guarantor waives any right (except as shall required by applicable statute
and which cannot be waived) to require the Agents or the Lenders to (a) proceed
against the Borrower, any other Guarantor or any other party, (b) proceed
against or exhaust any security held from the Borrower, any other Guarantor or
any other party or (c) pursue any other remedy in the Agents’ or the
Lenders’ power whatsoever. Each Guarantor waives any defense based on or
arising out of any defense of the Borrower, any other Guarantor or any other
party other than payment in full of the Obligations, including, without
limitation, any defense based on or arising out of the disability of the
Borrower, any other Guarantor or any other party, or the unenforceability of
the Obligations or any part thereof from any cause, or the cessation from any
cause of the liability of the Borrower other than payment in full of the
Obligations. The Agents and the Lenders may, at their election, foreclose on any
security held by the Agents or the Lenders by one or more judicial or
nonjudicial sales (to the extent such sale is permitted by applicable law), or
exercise any other right or remedy the Agents and the Lenders may have against
the Borrower or any other party, or any security, without affecting or
impairing in any way the liability of each Guarantor hereunder except to the
extent the Obligations have been paid. Each Guarantor waives any defense
arising out of any such election by the Agents and the Lenders, even though
such election operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against the Borrower or
any other party or any security. Until all Obligations of the Borrower to the
Lenders and to the Agents shall have been paid in full, each Guarantor agrees
that it will not exercise any right of subrogation, and waives any right to
enforce any remedy which the Agents and the Lenders now have or may hereafter
have against the Borrower, and waives any benefit of, and any right to
participate in, any security now or hereafter held by the Agents and the
Lenders.


 


(b)  Each
Guarantor waives all presentments, demands for performance, protests and
notices, including, without limitation, notices of nonperformance, notices of
protest, notices of dishonor, notices of acceptance of this guaranty, and
notices of the existence, creation or incurring of new or additional
Obligations.  Each Guarantor assumes all
responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Obligations and the nature, scope and extent of the
risks which each Guarantor assumes and incurs hereunder, and agrees that the
Agents and the Lenders shall have no duty to advise either Guarantor of
information known to them regarding such circumstances or risks.


 


9.9           Limitation on Enforcement.  The
Lenders agree that no Lender shall have any right individually to seek to enforce
or to enforce this guaranty, it being understood and agreed that such rights
and remedies may be exercised only by the Administrative Agent for the benefit
of the Lenders upon the terms of this Agreement.


 


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SECTION 10  THE AGENTS


 


10.1         Appointment.  Each
Lender hereby irrevocably designates and appoints each Agent as the agent of
such Lender under this Agreement and the other Loan Documents, and each such
Lender irrevocably authorizes each Agent, in such capacity, to take such action
on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are expressly
delegated to such Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision
to the contrary elsewhere in this Agreement, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against any Agent.


 


10.2         Delegation of Duties.  Each
Agent may execute any of its duties under this Agreement and the other Loan
Documents by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties.  No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.


 


10.3         Exculpatory Provisions. 
Neither any Agent nor any of their respective officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for
any action lawfully taken or omitted to be taken by it or such Person under or
in connection with this Agreement or any other Loan Document (except to the
extent that any of the foregoing are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from its or such
Person’s own gross negligence or willful misconduct) or (ii) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Loan Party or any officer thereof
contained in this Agreement or any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received
by any Agent under or in connection with, this Agreement or any other Loan
Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document or for any failure
of any Loan Party a party thereto to perform its obligations hereunder or thereunder.  No Agent shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.


 


10.4         Reliance by Agents.  Each
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to the Loan Parties),
independent accountants and other experts selected by the Administrative
Agent.  Each Agent may deem and treat the
payee of any Note as the owner thereof for all purposes unless a written notice
of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent.  Each Agent shall
be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence as it deems appropriate of the requisite Lenders or it shall
first be indemnified to its satisfaction by the Lenders against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.  Each
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Loan Documents in accordance with a
request of


 


53





















 


the requisite Lenders, and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
the Lenders and all future holders of the Loans.


 


10.5         Notice of Default.  No
Agent shall be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default hereunder unless such Agent has received notice
from a Lender or a Loan Party referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a “notice of
default”.  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders.  The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the requisite Lenders, provided
that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default
or Event of Default as it shall deem advisable in the best interests of the
Lenders.


 


10.6         Non-Reliance on Agents and Other
Lenders.  Each Lender expressly acknowledges that
neither the Agents nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or affiliates have made any representations or
warranties to it and that no act by any Agent hereafter taken, including any
review of the affairs of a Loan Party or any affiliate of a Loan Party, shall
be deemed to constitute any representation or warranty by any Agent to any
Lender.  Each Lender represents to the
Agents that it has, independently and without reliance upon any Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations,
property, financial and other condition and creditworthiness of the Loan
Parties and their affiliates and made its own decision to make its Loans
hereunder and enter into this Agreement. 
Each Lender also represents that it will, independently and without
reliance upon any Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and
their Affiliates.  Except for notices,
reports and other documents expressly required to be furnished to the Lenders
by an Agent hereunder, no Agent shall have any duty or responsibility to
provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects
or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may
come into the possession of such Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.


 


10.7         Indemnification.  The
Lenders agree to indemnify each Agent in its capacity as such (to the extent
not reimbursed by the Loan Parties and without limiting the obligation of the
Loan Parties to do so), ratably according to their respective Aggregate Exposure
Percentages in effect on the date on which indemnification is sought under this
Section (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with such Aggregate Exposure Percentages immediately
prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (whether before or
after the payment of the Loans) be imposed on, incurred by or asserted against
such Agent in any way relating to or arising out of, the Commitments, this
Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by such Agent under or in connection
with any of the foregoing; provided that no Lender shall be liable for
the payment of


 


54





















 


any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from such Agent’s gross negligence
or willful misconduct.  The agreements in
this Section shall survive the payment of the Loans and all other amounts
payable hereunder.


 


10.8         Agent in Its Individual Capacity.  Each
Agent and its affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Loan Party as though such Agent were
not an Agent.  With respect to its Loans
made or renewed by it, each Agent shall have the same rights and powers under
this Agreement and the other Loan Documents as any Lender and may exercise the
same as though it were not an Agent, and the terms “Lender” and “Lenders” shall
include each Agent in its individual capacity.


 


10.9         Successor Administrative Agent.  The
Administrative Agent may resign as Administrative Agent upon 15 Business Days’
notice to the Lenders and the Borrower. 
If the Administrative Agent shall resign as Administrative Agent, then
the Required Lenders shall appoint from among the Lenders a successor agent for
the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or
8(f) with respect to the Borrower shall have occurred and be continuing)
be subject to approval by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term “Administrative
Agent” shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. 
If no successor agent has accepted appointment as Administrative Agent
by the date that is 10 days following a retiring Administrative Agent’s notice
of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective and the Lenders shall assume and
perform all of the duties of the Administrative Agent hereunder until such
time, if any, as the Required Lenders appoint a successor agent as provided for
above.  After any retiring Administrative
Agent’s resignation as Administrative Agent, the provisions of this Section shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement and the other Loan Documents.


 


10.10       Other Agents.  No
Agent other than the Administrative Agent and Syndication Agent shall have any
duties or responsibilities hereunder in its capacity as such.


 


SECTION 11  MISCELLANEOUS


 


11.1         Amendments and Waivers. 
Neither this Agreement, any other Loan Document, nor any terms hereof or
thereof may be amended, supplemented or modified except in accordance with the
provisions of this Section.  The Required
Lenders and each Loan Party party to the relevant Loan Document may, or, with
the written consent of the Required Lenders, the Administrative Agent and each
Loan Party party to the relevant Loan Document may, from time to time, (a) enter
into written amendments, supplements or modifications hereto and to the other
Loan Documents or (b) waive, on such terms and conditions as the Required Lenders
or the Administrative Agent, as the case may be, may specify in such
instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or
modification shall (i) forgive or reduce the principal amount or extend
the final scheduled date of


 


55





















 


maturity of any Loan, extend the scheduled
date or reduce the amount of any required amortization payment in respect of
any Loan, reduce the stated rate of any interest or fee payable hereunder
(except (x) in connection with the waiver of applicability of any post-default
increase in interest rates, which waiver shall be effective with the consent of
the Majority Facility Lenders of each adversely affected Facility and (y) that
any amendment or modification of defined terms used in the financial covenants
in this Agreement shall not constitute a reduction in the rate of interest or
fees for purposes of this clause (i)) or extend the scheduled date of any
payment thereof, or increase the amount or extend the expiration date of any
Lender’s Commitment, in each case without the written consent of each Lender
directly affected thereby;  (ii) eliminate
or reduce the voting rights of any Lender under this Section without the
written consent of such Lender; (iii) reduce any percentage specified in
the definition of Required Lenders, consent to the assignment or transfer by
the Borrower of any of its rights and obligations under this Agreement and the
other Loan Documents, release all or substantially all of the Guarantors from
their obligations under Section 9, or release (A) either of the US to
Japan or the US to China Routes listed on Schedule 7.5, (B) any
substantial portion of the Route Collateral, or (C) all or substantially
all of the Collateral, in each case without the written consent of all Lenders;
(iv) amend, modify or waive any provision of Section 3.8 without the
written consent of the Majority Facility Lenders in respect of each Facility
adversely affected thereby; (v) reduce the percentage specified in the
definition of Majority Facility Lenders with respect to any Facility without
the written consent of all Lenders under such Facility; or (vi) amend,
modify or waive any provision of Section 10 without the written consent of
the Administrative Agent.  Any such
waiver and any such amendment, supplement or modification shall apply equally
to each of the Lenders and shall be binding upon the Loan Parties, the Lenders,
the Agents and all future holders of the Loans. 
In the case of any waiver, the Loan Parties, the Lenders and the Agents
shall be restored to their former position and rights hereunder and under the
other Loan Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.


 


For the avoidance of doubt, this Agreement may be
amended (or amended and restated) with the written consent of the Required
Lenders, the Administrative Agent and the Borrower (a) to add one or more
additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof (collectively, the “Additional Extensions of Credit”)
to share ratably in the benefits of this Agreement and the other Loan Documents
with the Loans and the accrued interest and fees in respect thereof and (b) to
include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders and Majority Facility Lenders.  If, in connection with any proposed waiver,
amendment, supplement or modification to any of the provisions of this
Agreement as contemplated by this Section, the consent of the Required Lenders
is obtained but the consent of one or more of such other Lenders whose consent
is required is not obtained, then the Borrower shall have the right, so long as
each non-consenting Lender whose individual consent is required is treated as
described in either clause (A) or (B) below, to either (A) replace
such non-consenting Lender with one or more Replacement Lenders pursuant to Section 3.13
so long as at the time of such replacement, each such Replacement Lender
consents to the proposed waiver, amendment, supplement or modification or (B) repay
in full all of such non-consenting Lender’s outstanding Loans and all other
Obligations owing to such Lender, and at such time such Lender shall no longer
constitute a “Lender” for purposes of this Agreement.


 


11.2         Notices.  (a) Except
as otherwise provided herein, all notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by


 


56





















 


telecopy), and all such notices, requests and
demands shall be effective when received, addressed as follows in the case of
the Loan Parties and the Administrative Agent, and as set forth in an
administrative questionnaire delivered to the Administrative Agent in the case
of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto:


 


 


	
  Loan Parties:

  	
   

  	
  2700 Lone Oak Parkway

  
	
   

  	
   

  	
  Eagan, MN 55121

  
	
   

  	
   

  	
  Tel: (612) 726-2274

  
	
   

  	
   

  	
  Fax: (612) 726-0665

  
	
   

  	
   

  	
  Attn:

  	
  Daniel B. Matthews

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Administrative Agent:

  	
   

  	
  JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  	
  1111 Fannin 10th Floor

  
	
   

  	
   

  	
  Houston, TX 77002

  
	
   

  	
   

  	
  Attention: Khuyen Ta

  
	
   

  	
   

  	
  Telecopy: 713-750-2938

  
	
   

  	
   

  	
  Telephone: 713-750-3780

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  JPMorgan Chase Bank, N.A.

  
	
   

  	
   

  	
  277 Park Avenue

  
	
   

  	
   

  	
  New York, NY 10017

  
	
   

  	
   

  	
  Attention: Donald Shokrian

  
	
   

  	
   

  	
  Telecopy: 646-534-0574

  
	
   

  	
   

  	
  Telephone: 212-622-2166

  



 


(b) Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or
communications.


 


11.3         No Waiver; Cumulative Remedies.  No
failure to exercise and no delay in exercising, on the part of any Agent or any
Lender, any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege.  The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.


 


11.4         Survival of Representations and
Warranties.  All representations and warranties made
hereunder, in the other Loan Documents and in any document, certificate or
statement delivered pursuant hereto or in connection herewith shall survive the
execution and delivery of this Agreement and the making of the Loans and other
extensions of credit hereunder.


 


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11.5         Payment of Expenses and Taxes.  The Borrower
agrees (a) to pay or reimburse each of the Administrative Agent, and the
Joint Lead Arrangers for all their reasonable and adequately documented out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and of any amendment, supplement or modification to, this
Agreement and the other Loan Documents and any other documents prepared in
connection herewith or therewith, including the reasonable and adequately
documented fees and disbursements of Simpson Thacher & Bartlett LLP,
outside counsel to the Administrative Agent and filing and recording fees and
expenses, with statements with respect to the foregoing to be submitted to the
Borrower prior to the Second Amendment and Restatement Closing Date (in the
case of amounts to be paid on the Second Amendment and Restatement Closing
Date) and from time to time thereafter on a quarterly basis (b) to pay or
reimburse each Lender and Agent for all its reasonable and adequately
documented costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, including the reasonable and adequately documented
fees and disbursements of counsel (including the reasonable allocated fees and
expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent, (c) to pay, indemnify, and hold each Lender and
Agent harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other taxes, if any, that may be payable or determined to be payable
in connection with the execution and delivery of, or any amendment, supplement
or modification of, or any waiver or consent under or in respect of, this
Agreement, the other Loan Documents and any such other documents, and (d) to
indemnify each Agent, each Lender and each of their respective affiliates, and
each of their respective officers, directors, employees, representatives,
trustees, advisors and agents from and hold each of them harmless against any
and all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses and disbursements (including reasonable and
adequately documented attorney’s and consultant’s fees and disbursements)
incurred by, imposed on or assessed against any of them as a result of, or
arising out of, or in any way related to, or by reason of, any investigation,
litigation or other proceeding (whether or not any Agent or any Lender is a
party thereto) related to the entering into and/or performance of this
Agreement or any other Loan Document or the actual or proposed use of the
proceeds of any Loans hereunder or the consummation of any transactions
contemplated therein or in any other Loan document or the exercise of any of
their rights or remedies provided herein or in any other Loan Document,
including the reasonable and adequately documented fees and disbursements of
counsel and other consultants incurred in connection with any such
investigation, litigation, or other proceeding (but excluding any liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses and disbursements to the extent arising or incurred by reason
of (x) a violation of laws or governmental regulations pertaining to lending by
the Person to be indemnified (or the Agent or Bank of which such Person is an
officer, director, employee, representative or agent); provided that the
Person to be indemnified shall, in all events, be entitled to the
indemnification set forth in Sections 3.9, 3.10 and 3.11) or (y) the gross
negligence or willful misconduct of the Person to be indemnified).  To the extent that the undertaking to
indemnify, pay or hold harmless any Person set forth in the preceding sentence
may be unenforceable because it is violative of any law or public policy, the
Borrower shall make the maximum contribution to the payment and satisfaction of
each of the indemnified liabilities which is permissible under applicable
law.  The agreements in this Section 11.5
shall survive repayment of the Loans and all other amounts payable hereunder.


 


11.6         Successors and Assigns;
Participations and Assignments.  (a)  This Agreement shall
be binding upon and inure to the benefit of the Loan Parties, the Lenders, the
Administrative Agent, all future holders of the Loans and their respective
successors and assigns,


 


58





















 


except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the
prior written consent of each Lender.


 


(b)  Any
Lender may, in accordance with applicable law, at any time sell to one or more
banks, financial institutions or other entities (each, a “Participant”)
participating interests in any Loan owing to such Lender, any Commitment of
such Lender or any other interest of such Lender hereunder and under the other
Loan Documents.  In the event of any such
sale by a Lender of a participating interest to a Participant, such Lender’s
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of any such Loan for
all purposes under this Agreement and the other Loan Documents, and the
Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and the other Loan Documents.  In no event shall any Participant under any
such participation have any right to approve any amendment or waiver of any
provision of any Loan Document, or any consent to any departure by any Loan
Party therefrom, except to the extent that such amendment, waiver or consent
would reduce the principal of, or interest on, the Loans or any fees payable
hereunder, or postpone the date of the final maturity of the Loans, in each
case to the extent subject to such participation.  The Borrower agrees that if amounts
outstanding under this Agreement and the Loans are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, provided that, in purchasing such
participating interest, such Participant shall be deemed to have agreed to
share with the Lenders the proceeds thereof as provided in Section 11.7(a) as
fully as if it were a Lender hereunder. 
The Borrower also agrees that each Participant shall be entitled to the
benefits of Sections 3.9, 3.10 and 3.11 with respect to its participation in
the Commitments and the Loans outstanding from time to time as if it was a
Lender; provided that, in the case of Section 3.10, such
Participant shall have complied with the requirements of said Section and provided,
further, that no Participant shall be entitled to receive any greater
amount pursuant to any such Section than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.


 


(c)  Any
Lender (an “Assignor”) may, in accordance with applicable law, at any
time and from time to time upon notice to the Borrower and the Administrative
Agent assign to any Lender, any affiliate of any Lender or to an Eligible
Transferee (an “Assignee”) all or any part of its rights and obligations
under this Agreement and the other Loan Documents pursuant to an Assignment and
Acceptance, executed by such Assignee, such Assignor and any other Person whose
consent is required pursuant to this paragraph, and delivered to the
Administrative Agent for its acceptance and recording in the Register; provided
that no such assignment to an Assignee (other than any Lender or any affiliate
of a Lender) shall be in an aggregate principal amount of less than $2,000,000
(or an integral multiple of $1,000,000 in excess thereof) (other than in the
case of an assignment of all of a Lender’s interests under this Agreement),
unless otherwise agreed by the Borrower and the Administrative Agent.  For purposes of the proviso contained in the
preceding sentence, the amount described therein shall be aggregated in respect
of each Lender and each Lender’s Affiliates, if any.  Any such assignment need not be ratable as
among the Facilities.  Upon such
execution, delivery, acceptance and recording, from and after the effective date
determined pursuant to such Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a


 


59





















 


Lender hereunder with Loans as
set forth therein, and (y) the Assignor thereunder shall, to the extent
provided in such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of an Assignor’s rights and obligations under this Agreement, such Assignor
shall cease to be a party hereto).


 


(d)  The
Administrative Agent shall, on behalf of the Borrower, maintain at its address
referred to in Section 11.2 a copy of each Assignment and Acceptance
delivered to it and a register (the “Register”) for the recordation of
the names and addresses of the Lenders and the Commitment of, and the principal
amount of the Loans owing to, each Lender from time to time.  The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower, each other Loan
Party, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register as the owner of the Loans and any Notes
evidencing the Loans recorded therein for all purposes of this Agreement.  Any assignment of any Loan, whether or not
evidenced by a Note, shall be effective only upon appropriate entries with
respect thereto being made in the Register (and each Note shall expressly so
provide).  Any assignment or transfer of
all or part of a Loan evidenced by a Note shall be registered on the Register
only upon surrender for registration of assignment or transfer of the Note
evidencing such Loan, accompanied by a duly executed Assignment and Acceptance,
and thereupon one or more new Notes shall be issued to the designated Assignee.


 


(e)  Upon
its receipt of an Assignment and Acceptance executed by an Assignor, an
Assignee and any other Person whose consent is required by Section 11.6(c),
together with payment to the Administrative Agent of a registration and
processing fee of $4,000, the Administrative Agent shall (i) promptly
accept such Assignment and Acceptance and (ii) record the information
contained therein in the Register on the effective date determined pursuant
thereto.


 


(f)  For
avoidance of doubt, the parties to this Agreement acknowledge that the
provisions of this Section 11.6 concerning assignments of Loans and Notes
relate only to the absolute assignments and that such provisions do not
prohibit assignments creating security interests, including any pledge or
assignment by a Lender of any Loan or Note to any Federal Reserve Bank (it
being understood that any foreclosure of any such security interest and any
assignment of rights (including voting rights) in connection therewith shall be
subject to the requirements of this Section).


 


(g)  The
Borrower, upon receipt of written notice from the relevant Lender, agrees to
issue Notes (in a form to be reasonably agreed with the Borrower) to any Lender
requiring Notes to facilitate transactions of the type described in paragraph (f) above.


 


11.7         Adjustments; Set-off.  (a) 
Except to the extent that this Agreement expressly provides for payments to be
allocated to a particular Lender or to the Lenders under a particular Facility,
if any Lender (a “Benefitted Lender”) shall, receive any payment of all
or part of the Obligations owing to it, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events
or proceedings of the nature referred to in Section 8(f), or otherwise),
in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of the Obligations owing to such other Lender,
such Benefitted Lender shall purchase for cash from the other Lenders a
participating interest in such portion of the Obligations owing to each such
other Lender, or shall provide such other Lenders with the benefits of any such
collateral, as shall be necessary to cause such Benefitted Lender to share the
excess payment or benefits of such collateral ratably with each of the Lenders;
provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted


 


60





















 


Lender, such purchase shall be rescinded, and
the purchase price and benefits returned, to the extent of such recovery, but
without interest.


 


(b)  In
addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice to any Loan Party, any such notice
being expressly waived by the Loan Parties to the extent permitted by
applicable law, upon the commencement and during the continuance of an Event of
Default, to set off and appropriate and apply against any amount then due and
payable by any Loan Party hereunder any and all deposits (general or special,
time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or
the account of the relevant Loan Party, as the case may be.  Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application
made by such Lender, provided that the failure to give such notice shall
not affect the validity of such setoff and application.


 


11.8         Counterparts.  This
Agreement may be executed by one or more of the parties to this Agreement on
any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of
this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.  A
set of the copies of this Agreement signed by all the parties shall be lodged
with the Borrower and the Administrative Agent.


 


11.9         Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


11.10       Integration.  This
Agreement and the other Loan Documents represent the entire agreement of the
Loan Parties, the Agents and the Lenders with respect to the subject matter
hereof and thereof, and there are no promises, undertakings, representations or
warranties by any Agent or any Lender relative to subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.


 


11.11       GOVERNING LAW.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


11.12       Submission To Jurisdiction; Waivers.  Each
Loan Party hereby irrevocably and unconditionally:


 


(a) 
submits for itself and its property in any legal action or proceeding relating
to this Agreement and the other Loan Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the non-exclusive
general jurisdiction of the courts of the State of New York, the courts of the
United States for the Southern District of New York, and appellate courts
from any thereof;


 


61





















 


(b) 
consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;


 


(c) 
agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the relevant Loan Party at its
address set forth in Section 11.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;


 


(d) 
agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or shall limit the right to sue in any
other jurisdiction; and


 


(e) 
waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any legal action or proceeding referred to in this Section any
indirect or consequential damages.


 


11.13       Acknowledgements.  Each
Loan Party hereby acknowledges that:


 


(a)  it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;


 


(b) 
neither the Administrative Agent nor any Lender has any fiduciary relationship
with or duty to any Loan Party arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between the Agent,
and the Lenders, on one hand, and the Loan Parties, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and


 


(c)  no
joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or
among the Loan Parties and the Lenders.


 


11.14       Intercreditor Agreement.  Each Lender acknowledges that it has received
and reviewed a copy of the Intercreditor Agreement and has agreed to the terms
thereof.


 


Each Lender further agrees that JPMorgan
Chase Bank, N.A. (in its capacity as Administrative Agent, Collateral Agent and
Security Paying Agent under the Intercreditor Agreement) is hereby permitted to
consent to an amendment to the Intercreditor Agreement, on behalf of the
Lenders, expanding the definition of “US Bank Obligations” to include the
Borrower’s obligations to US Bank in connection with the sale of WorldPerks
mileage to US Bank.


 


11.15       Confidentiality.  (a) 
Subject to the provisions of clause (b) of this Section, each Lender shall
hold all non-public information obtained pursuant to the requirements of this
Agreement which has been identified as such by any Loan Party in accordance
with its customary procedure for handling confidential information of this
nature and in accordance with safe and sound banking practices and in any event
may make disclosure reasonably to any bona fide prospective transferee or
participant in connection with the contemplated transfer of any Loan or Commitment
or participation therein or as required or requested by any governmental agency
or representative thereof or pursuant to legal process or to such Lender’s
attorney’s, affiliates or independent auditors,


 


62





















 


provided that, unless specifically prohibited by
applicable law or court order, each Lender shall notify Holdings of any request
by any governmental agency or representative thereof (other than any such
requests in connection with an examination of the financial condition of such
Lender by such governmental agency) for disclosure of any such non-public
information prior to disclosure of such information; and provided  further,
that in no event shall any Lender be obligated or required to return any materials
furnished by Holdings or any of its Subsidiaries, provided that, in the
case of disclosure to any prospective transferee or participant, such Person
executes an agreement with such Lender containing provisions substantially the
same as to those contained in this Section 11.15.


 


(b)  Each
Loan Party hereby acknowledges and agrees that each Lender may share with any
of its affiliates any information related to Holdings or any of its
Subsidiaries (including, without limitation, any nonpublic customer information
regarding the creditworthiness of Holdings or any of its Subsidiaries), provided
such Persons shall be subject to the provisions of this Section to the
same extent as such Lender.


 


11.16       WAIVERS OF JURY TRIAL.  EACH
LOAN PARTY, EACH AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


11.17       Termination; Releases of Guarantees
and Liens.  (a) After the date upon which the
principal of and all accrued interest on the Loans, and the other Obligations
under the Loan Documents, shall have been indefeasibly paid in full (other than
contingent Obligations which are not then due and payable) and the Commitments
have been terminated, this Agreement shall terminate (provided that all
indemnities set forth herein shall survive) and the Collateral Agent is hereby
irrevocably authorized by each Lender (without requirement of notice to or
consent of any Lender except as expressly required by Section 11.1) to
take any action requested by the Borrower having the effect of releasing any
Collateral or guarantee obligations (including, at the request and expense of
the Borrower, the execution and delivery of a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement), and the
Collateral Agent will duly assign, transfer and deliver to the Borrower
(without recourse and without any representation or warranty) such of its
Collateral as may be in the possession of the Collateral Agent that has not
theretofore been sold or otherwise applied or released pursuant to this
Agreement or any other Loan Document.


 


(b)  In the event that any part of the
Collateral is sold in connection with a sale permitted under this Agreement or
any other Loan Document or is otherwise released at the direction of the
Required Lenders (or all the Lenders if required by Section 11.1 of this
Agreement) and the proceeds of such sale or sales or from such release are
applied in accordance with the terms of this Agreement, such Collateral will be
sold free and clear of the Liens created by this Agreement and the Collateral
Agent, at the request and expense of the Borrower, will duly assign, transfer
and deliver to the Borrower (without recourse and without any representation or
warranty) such of the Collateral of the Borrower as is then being (or has been)
so sold or released and as may be in the possession of the Collateral Agent and
has not theretofore been released pursuant to this Agreement.


 


(c)  At any time that the Borrower desires that
Collateral be released as provided in the foregoing Section 11.17(a) or
(b) it shall deliver to the Collateral Agent a certificate signed by its
chief financial officer or another authorized senior officer stating that the
release of the respective Collateral is permitted pursuant to Section 11.17(a) or
(b).  If requested by the Collateral
Agent


 


63





















 


(although the Collateral Agent shall have no
obligation to make any such request), the Borrower shall furnish appropriate
legal opinions (from counsel, which may be in-house counsel, acceptable to the
Collateral Agent) to the effect set forth in the immediately preceding
sentence. The Collateral Agent shall have no liability whatsoever to any Lender
as the result of any release of Collateral by it as permitted by this Section 11.17.


 


(d) Notwithstanding anything to the contrary
contained herein or in any other Loan Document, no such Collateral shall be
released in connection with clause (b) of this Section 11.17 unless
the corresponding liens (if any) of U.S. Bank and the PBGC (as defined in the
Intercreditor Agreement) and any other lien on such Collateral permitted under Section 7.3(f) of
this Agreement are released prior to or concurrently with any such release
hereunder.


 


11.18       Effect of Amendment and Restatement of
the Existing Credit Agreement.


 


On the Second Amendment and Restatement Closing
Date, the Existing Credit Agreement shall be amended, restated and superseded
in its entirety.  The parties hereto
acknowledge and agree that (a) this Agreement and the other Loan
Documents, whether executed and delivered in connection herewith or otherwise,
do not constitute a novation, payment and reborrowing, or termination of the “Obligations”
(as defined in the Existing Credit Agreement) under the Existing Credit
Agreement as in effect prior to the Second Amendment and Restatement Closing
Date and (b) such “Obligations” are in all respects continuing (as amended
and restated hereby) with only the terms thereof being modified as provided in
this Agreement.


 


64





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


 


 


	
   

  	
  NORTHWEST AIRLINES CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Name: Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President & Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NORTHWEST AIRLINES HOLDINGS

  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Name: Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President & Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NWA INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Name: Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President & Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Name: Daniel B. Matthews

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President & Treasurer

  	
   

  



 





















 


	
   

  	
  JPMORGAN CHASE BANK., N.A. as

  
	
   

  	
  Administrative Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald S. Shokrian

  	
   

  
	
   

  	
   

  	
  Name: Donald S. Shokrian

  
	
   

  	
   

  	
  Title: Managing Director

  



 


2





















 


	
   

  	
  ACCESS INSTITUTIONAL LOAN FUND

  
	
   

  	
  By: Deerfield Capital Management LLC as its

  
	
   

  	
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Sakon

  	
   

  
	
   

  	
   

  	
  Name: Peter Sakon

  
	
   

  	
   

  	
  Title: Vice President

  



 


3





















 


	
   

  	
  Akanthos Arbitrage Master Fund, LP by 

  
	
   

  	
  Akanthos Capital Management LLC, its GP,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Michael
  Kao

  	
   

  
	
   

  	
   

  	
  Name:  Michael Kao

  
	
   

  	
   

  	
  Title:  Managing Member

  



 


4





















 


	
   

  	
  ALLSTATE LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Chris Goergen

  	
   

  
	
   

  	
   

  	
  Name: Chris Goergen

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jerry D. Zinkula

  	
   

  
	
   

  	
   

  	
  Name: Jerry D. Zinkula

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 


5





















 


	
   

  	
  AMMC CDO II, LIMITED

  
	
   

  	
  By:

  	
  American Money Management Corp.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Chester M. Eng

  	
   

  
	
   

  	
   

  	
  Name: Chester M. Eng

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


6





















 


	
   

  	
  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

  



 


7





















 


	
   

  	
  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

  



 


8





















 


	
   

  	
  ARCHIMEDES FUNDING III, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING Capital Advisors LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Steven Gorski

  	
   

  
	
   

  	
   

  	
  Name:  Steven Gorski

  
	
   

  	
   

  	
  Title:  Director

  



 


9





















 


	
   

  	
  ARCHIMEDES FUNDING IV (CAYMAN), LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING Capital Advisors LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Steven Gorski

  	
   

  
	
   

  	
   

  	
  Name:  Steven Gorski

  
	
   

  	
   

  	
  Title:  Director

  



 


10





















 


	
   

  	
  ARES III CLO Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ARES CLO Management, LLC 

  
	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  David A. Sachs

  	
   

  
	
   

  	
   

  	
  Name:  David A. Sachs

  
	
   

  	
   

  	
  Title:  Vice President

  



 


11





















 


	
   

  	
  ARES IV CLO LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Ares CLO Management IV, L.P.

  
	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Ares CLO GP IV, LLC

  
	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  David A. Sachs

  	
   

  
	
   

  	
   

  	
  Name:  David A. Sachs

  
	
   

  	
   

  	
  Title:  Vice President

  



 


12





















 


	
   

  	
  Ares V CLO Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Ares CLO Management IV, L.P.

  
	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Ares CLO GP V, LLC

  
	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  David A. Sachs

  	
   

  
	
   

  	
   

  	
  Name:  David A. Sachs

  
	
   

  	
   

  	
  Title:  Vice President

  



 


13





















 


	
   

  	
  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/  David A. Sachs

  	
   

  
	
   

  	
   

  	
  Name:  David A. Sachs

  
	
   

  	
   

  	
  Title:  Vice President

  



 


14





















 


	
   

  	
  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/  David A. Sachs

  	
   

  
	
   

  	
   

  	
  Name:  David A. Sachs

  
	
   

  	
   

  	
  Title:  Vice President

  



 


15





















 


	
   

  	
  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/  David A. Sachs

  	
   

  
	
   

  	
   

  	
  Name:  David A. Sachs

  
	
   

  	
   

  	
  Title:  Vice President

  



 


16





















 


	
   

  	
  By:

  	
  Ares Enhanced Loan Management, L.P.,

  
	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Ares Enhanced Loan GP, LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  David A. Sachs

  	
   

  
	
   

  	
   

  	
  Name:  David A. Sachs

  
	
   

  	
   

  	
  Title:  Vice President

  



 


17





















 


	
   

  	
  ARES Leveraged Investment Fund II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ARES Management II, L.P.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  David A. Sachs

  	
   

  
	
   

  	
   

  	
  Name:  David A. Sachs

  
	
   

  	
   

  	
  Title:  Vice President

  



 


18





















 


	
   

  	
  Ares Total Value Fund, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Ares Total Value Management LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  David A. Sachs

  	
   

  
	
   

  	
   

  	
  Name:  David A. Sachs

  
	
   

  	
   

  	
  Title:  Vice President

  



 


19





















 


	
   

  	
  Aurum CLO 2002-1, Ltd.

  
	
   

  	
  By:

  	
  Columbia Management Advisors, Inc.

  
	
   

  	
  as Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Mark S. Pelletier

  	
   

  
	
   

  	
   

  	
  Name:  Mark S. Pelletier

  
	
   

  	
   

  	
  Title:  Director

  



 


20





















 


	
   

  	
  AVENUE CLO FUND, LIMITED,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Richard D’Addario

  	
   

  
	
   

  	
   

  	
  Name:  Richard D’Addario

  
	
   

  	
   

  	
  Title:  Senior Portfolio
  Manager

  



 


21





















 


	
   

  	
  Sankaty Advisors, LLC as Collateral

  
	
   

  	
  Manager for AVERY POINT CLO, LTD.,

  
	
   

  	
  as Term Lender

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE C LENDER],

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Diane J. Exter

  	
   

  
	
   

  	
   

  	
  Name:  Diane J. Exter

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
  Portfolio
  Manager

  



 


22





















 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Jonathan M. Barnes

  	
   

  
	
   

  	
   

  	
  Name:  Jonathan M. Barnes

  
	
   

  	
   

  	
  Title:  Associate

  



 


23





















 


	
   

  	
  BOLDWATER CREDIT

  
	
   

  	
  OPPORTUNITIES MASTER FUND LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Martin E. Kalisker

  	
   

  
	
   

  	
   

  	
  Name:  Martin E. Kalisker

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


24





















 


	
   

  	
  BRYN MAWR CLO, Ltd.

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Peter Sakon

  	
   

  
	
   

  	
   

  	
  Name:  Peter Sakon

  
	
   

  	
   

  	
  Title:  Vice President

  



 


25





















 


	
   

  	
  CALYON New York Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Olivier Audemard

  	
   

  
	
   

  	
   

  	
  Name:  Olivier Audemard

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Brian Bolotin

  	
   

  
	
   

  	
   

  	
  Name:  Brian Bolotin

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


26





















 


	
   

  	
  Canadian Imperial Bank of Commerce

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  John O’Dowd

  	
   

  
	
   

  	
   

  	
  Name:  John O’Dowd

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Milena Grgic

  	
   

  
	
   

  	
   

  	
  Name:  Milena Grgic

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 


27





















 


	
   

  	
  Canpartners Investments IV, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  R. Christian B.
  Evensen

  	
   

  
	
   

  	
   

  	
  Name:  R. Christian B. Evensen

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Canpartners Investments IV, LLC,

  
	
   

  	
   

  	
  a California limited liability company

  
					



 


28





















 


	
   

  	
  CANYON CAPITAL CDO 2001-1 LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  R. Christian B.
  Evensen

  	
   

  
	
   

  	
   

  	
  Name:  R. Christian B. Evensen

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Canyon Capital Advisors LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company,

  
	
   

  	
   

  	
  its Collateral Manager

  



 


29





















 


	
   

  	
  CANYON CAPITAL CDO 2002-1 LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  R. Christian B.
  Evensen

  	
   

  
	
   

  	
   

  	
  Name:  R. Christian B. Evensen

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Canyon Capital Advisors LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company,

  
	
   

  	
   

  	
  its Collateral Manager

  



 


30





















 


	
   

  	
  CANYON CAPITAL CLO 2004-1 LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  R. Christian B.
  Evensen

  	
   

  
	
   

  	
   

  	
  Name:  R. Christian B. Evensen

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Canyon Capital Advisors LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company,

  
	
   

  	
   

  	
  its Collateral Manager

  



 


31





















 


	
   

  	
  Carlyle High Yield Partners IV, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Linda Pace

  	
   

  
	
   

  	
   

  	
  Name:  Linda Pace

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


32





















 


	
   

  	
  Carlyle Loan Opportunity Fund

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Linda Pace

  	
   

  
	
   

  	
   

  	
  Name:  Linda Pace

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


33





















 


	
   

  	
  Sankaty Advisors, LLC as Collateral

  
	
   

  	
  Manager for Castle Hill II - INGOTS, Ltd.,

  
	
   

  	
  as Term Lender

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE C LENDER],

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Diane J. Exter

  	
   

  
	
   

  	
   

  	
  Name:  Diane J. Exter

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
  Portfolio Manager

  



 


34





















 


	
   

  	
  Sankaty Advisors, LLC as Collateral

  
	
   

  	
  Manager for Castle Hill III CLO,

  
	
   

  	
  Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE C LENDER],

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Diane J. Exter

  	
   

  
	
   

  	
   

  	
  Name:  Diane J. Exter

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
  Portfolio Manager

  



 


35





















 


	
   

  	
  Cidatel Hill 2000 Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Harry Amyotte

  	
   

  
	
   

  	
   

  	
  Name:  Harry Amyotte

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 


36





















 


	
   

  	
  Cidatel Hill 2004 Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Harry Amyotte

  	
   

  
	
   

  	
   

  	
  Name:  Harry Amyotte

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Brian Cerreta

  	
   

  
	
   

  	
   

  	
  Name:  Brian Cerreta

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 


37





















 


	
   

  	
  CITIBANK N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Janet
  Wallace-Himmler

  	
   

  
	
   

  	
   

  	
  Name:  Janet Wallace-Himmler

  
	
   

  	
   

  	
  Title:  Attorney-In-Fact

  



 


38





















 


	
   

  	
  CITICORP USA, INC.,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Gaylord C. Holmes

  	
   

  
	
   

  	
   

  	
  Name:  Gaylord C. Holmes

  
	
   

  	
   

  	
  Title:  Director

  



 


39





















 


	
   

  	
  CITICORP FINANCIAL PRODUCTS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Jeffrey S. Jacob

  	
   

  
	
   

  	
   

  	
  Name:  Jeffrey S. Jacob

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


40





















 


	
   

  	
  Comac Acquisition Co. L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Christopher M.
  Mackey

  	
   

  
	
   

  	
   

  	
  Name:  Christopher M. Mackey

  
	
   

  	
   

  	
  Title:  Managing Principal

  



 


41





















 


	
   

  	
  CREDIT SUISSE FIRST BOSTON

  
	
   

  	
  INTERNATIONAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Irina Borisova

  	
   

  
	
   

  	
   

  	
  Name: Irina Borisova

  
	
   

  	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Maria de Lellis

  	
   

  
	
   

  	
   

  	
  Name: Maria de Lellis

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


42





















 


	
   

  	
  as
  Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
  CUMBERLAND II CLO LTD.

  
	
   

  	
  By:

  	
  Deerfield Capital Management LLC as its

  
	
   

  	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Peter Sakon

  	
   

  
	
   

  	
   

  	
  Name:  Peter Sakon

  
	
   

  	
   

  	
  Title:  Vice President

  



 


43





















 


	
   

  	
  CYPRESSTREE CLAIF FUNDING
  LLC,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:  Assistant Vice
  President

  



 


44





















 


	
   

  	
  DB DISTRESSED

  
	
   

  	
  OPPORTUNITIES FUND, LTD

  
	
   

  	
  By:

  	
  Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name:  Carl Goldsmith

  
	
   

  	
   

  	
  Title:  Chief Investment
  Officer

  



 


45





















 


	
   

  	
  Desjardins Financial
  Security Life Assurance

  
	
   

  	
  Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Marathon Asset Management, LLC

  
	
   

  	
  Its:

  	
  Investment Manager and Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Louis Hanover

  	
   

  
	
   

  	
   

  	
  Name: Louis Hanover

  
	
   

  	
   

  	
  Title: Chief Investment Officer

  



 


46





















 


	
   

  	
  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

  



 


47





















 


	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  
	
   

  	
  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Marguerite Sutton

  	
   

  
	
   

  	
   

  	
  Name: Marguerite Sutton

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Carin M. Keegan

  	
   

  
	
   

  	
   

  	
  Name: Carin M. Keegan

  
	
   

  	
   

  	
  Title: Vice President

  



 


48





















 


	
   

  	
  DMA, LTD

  
	
   

  	
  By: Post Advisory Group, LLC

  
	
   

  	
   As Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title: Chief Investment Officer

  



 


49





















 


	
   

  	
  DUNES FUNDING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: Meredith J. Koslick

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


50





















 


	
   

  	
  ENDURANCE CLO I, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  c/o:

  	
  ING Capital Advisors LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Steven Gorksi

  	
   

  
	
   

  	
   

  	
  Name:  Steven Gorski

  
	
   

  	
   

  	
  Title:  Director

  



 


51





















 


	
   

  	
  Fidelity Advisor Series II: Fidelity Advisor

  
	
   

  	
  Floating Rate High Income Fund,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John H. Costello

  	
   

  
	
   

  	
   

  	
  Name: John H. Costello

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  



 


52





















 


	
   

  	
  Flagship Capital CLO II

  
	
   

  	
  By: Flagship Capital Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mark S. Pelletier

  	
   

  
	
   

  	
   

  	
  Name: Mark S. Pelletier

  
	
   

  	
   

  	
  Title: Director

  



 


53





















 


	
   

  	
  Flagship Capital CLO III

  
	
   

  	
  By: Flagship Capital Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mark S. Pelletier

  	
   

  
	
   

  	
   

  	
  Name: Mark S. Pelletier

  
	
   

  	
   

  	
  Title: Director

  



 


54





















 


	
   

  	
  FOREST CREEK CLO, Ltd.

  
	
   

  	
  By: Deerfield Capital Management LLC as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Peter Sakon

  	
   

  
	
   

  	
   

  	
  Name: Peter Sakon

  
	
   

  	
   

  	
  Title: Vice President

  



 


55





















 


	
   

  	
  FRANKLIN FLOATING RATE

  
	
   

  	
  DAILY ACCESS FUND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Hsu

  	
   

  
	
   

  	
   

  	
  Name: Richard Hsu

  
	
   

  	
   

  	
  Title: Vice President

  



 


56





















 


	
   

  	
  Franklin Floating Rate Master Series

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Hsu

  	
   

  
	
   

  	
   

  	
  Name: Richard Hsu

  
	
   

  	
   

  	
  Title: Vice President

  



 


57





















 


	
   

  	
  Franklin Floating Rate Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Hsu

  	
   

  
	
   

  	
   

  	
  Name: Richard Hsu

  
	
   

  	
   

  	
  Title: Vice President

  



 


58





















 


	
   

  	
  FRANKLIN TEMPLETON

  
	
   

  	
  LIM. DURATION INCOME TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard Hsu

  	
   

  
	
   

  	
   

  	
  Name: Richard Hsu

  
	
   

  	
   

  	
  Title: Vice President

  



 


59





















 


	
   

  	
  Galaxy CLO 1999-1, Ltd.

  
	
   

  	
  by: AIG Global Investment Corp.

  
	
   

  	
  as Collateral Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Jeffrey Baxter

  	
   

  
	
   

  	
   

  	
  Name: W. Jeffrey Baxter

  
	
   

  	
   

  	
  Title: Vice President

  



 


60





















 


	
   

  	
  Galaxy CLO 2003-1, Ltd.

  
	
   

  	
  by: AIG Global Investment Corp.

  
	
   

  	
  Its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Jeffrey Baxter

  	
   

  
	
   

  	
   

  	
  Name: W. Jeffrey Baxter

  
	
   

  	
   

  	
  Title: Vice President

  



 


61





















 


	
   

  	
  Galaxy III CLO, Ltd.

  
	
   

  	
  by: AIG Global Investment Corp.

  
	
   

  	
  Its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Jeffrey Baxter

  	
   

  
	
   

  	
   

  	
  Name: W. Jeffrey Baxter

  
	
   

  	
   

  	
  Title: Vice President

  



 


62





















 


	
   

  	
  Galaxy IV CLO, Ltd.

  
	
   

  	
  by: AIG Global Investment Corp.

  
	
   

  	
  as Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Jeffrey Baxter

  	
   

  
	
   

  	
   

  	
  Name: W. Jeffrey Baxter

  
	
   

  	
   

  	
  Title: Vice President

  



 


63





















 


	
   

  	
  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

  
					



 


64





















 


	
   

  	
  GREAT AMERICAN LIFE INSURANCE COMPANY

  
	
   

  	
  By:

  	
  American Money Management Corp.,

  
	
   

  	
   

  	
  as Portfolio Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Meyer

  	
   

  
	
   

  	
   

  	
  Name: David P. Meyer

  
	
   

  	
   

  	
  Title: Senior Vice President

  
					



 


65





















 


	
   

  	
  GUGGENHEIM PORTFOLIO COMPANY

  
	
   

  	
  By:

  	
  Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title: Chief Investment Officer

  
					



 


66





















 


	
   

  	
  Hamilton CDO, Ltd.

  
	
   

  	
  By: Stanfield Capital Partners LLC

  
	
   

  	
  As its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


67





















 


	
   

  	
  HARBOUR TOWN FUNDING LLC,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: Meredith J. Koslick

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


68





















 


	
   

  	
  HarbourView CLO IV, Ltd.,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Lisa Chaffee

  	
   

  
	
   

  	
   

  	
  Name: Lisa Chaffee

  
	
   

  	
   

  	
  Title: AVP

  



 


69





















 


	
   

  	
  HarbourView CLO V, Ltd.,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Lisa Chaffee

  	
   

  
	
   

  	
   

  	
  Name: Lisa Chaffee

  
	
   

  	
   

  	
  Title: AVP

  



 


70





















 


	
   

  	
  Hewett’s Island CDO, Ltd.

  
	
   

  	
  By: CypressTree Investment Management Company,

  
	
   

  	
  Inc.,

  
	
   

  	
  as Portfolio Manager,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Preston I.
  Carnes, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Preston I. Carnes, Jr.

  
	
   

  	
   

  	
  Title: Managing Director

  



 


71





















 


	
   

  	
  Hewett’s Island CLO II, Ltd.

  
	
   

  	
  By: CypressTree Investment Management Company,

  
	
   

  	
  Inc.,

  
	
   

  	
  as Portfolio Manager,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Preston I.
  Carnes, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Preston I. Carnes, Jr.

  
	
   

  	
   

  	
  Title: Managing Director

  



 


72





















 


	
   

  	
  HFR DS OPPORTUNITY

  
	
   

  	
  MASTER TRUST

  
	
   

  	
  By: Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title: Chief Investment Officer

  



 


73





















 


	
   

  	
  HIGHLAND LEGACY LIMITED

  
	
   

  	
  By: Highland Capital Management, L.P.

  
	
   

  	
  as Collateral Manager 

  
	
   

  	
   

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David Lancelot

  	
   

  
	
   

  	
   

  	
  Name: David Lancelot

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
  Highland Capital Management, L.P.

  
					



 


74





















 


	
   

  	
  ING-ORYX CLO, LTD.

  
	
   

  	
   

  
	
   

  	
  By: ING Capital Advisors LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Steven
  Gorski

  	
   

  
	
   

  	
   

  	
  Name: Steven Gorski

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


 


75





















 


	
   

  	
  ING SENIOR INCOME FUND

  
	
   

  	
  By:   ING Investment Management Co.

  
	
   

  	
   

  	
    as its investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Ralph
  E. Bucher

  	
   

  
	
   

  	
   

  	
  Name: Ralph E. Bucher

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


	
   

  	
  ING PRIME RATE TRUST

  
	
   

  	
  By:   ING Investment Management Co.

  
	
   

  	
   

  	
    as its investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Ralph
  E. Bucher

  	
   

  
	
   

  	
   

  	
  Name: Ralph E. Bucher

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


76





















 


	
   

  	
  INVESTORS BANK & TRUST COMPANY AS

  SUB-CUSTODIAN AGENT OF CYPRESSTREE

  INTERNATIONAL LOAN HOLDING COMPANY

  LIMITED,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Preston
  I. Carnes, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Preston I. Carnes,

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


77





















 


	
   

  	
  KIL LOAN FUNDING LLC,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  N. John
  Beal

  	
   

  
	
   

  	
   

  	
  Name: N. John Beal

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 


78





















 


	
   

  	
  KZH Soleil LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Dorian
  Herrera

  	
   

  
	
   

  	
   

  	
  Name: Dorian Herrera

  
	
   

  	
   

  	
  Title:

  	
  Authorized Agent

  
					



 


79





















 


	
   

  	
  KZH SOLEIL-2 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Dorian
  Herrera

  	
   

  
	
   

  	
   

  	
  Name: Dorian Herrera

  
	
   

  	
   

  	
  Title:

  	
  Authorized Agent

  
					



 


80





















 


	
   

  	
  L.A. FUNDING LLC

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 
  Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 


81





















 


	
   

  	
  LANDMARK V CDO LIMITED

  
	
   

  	
   

  
	
   

  	
  By: Aladdin Capital Management LLC, as Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Angela
  Bozorgmir

  	
   

  
	
   

  	
   

  	
  Name: Angela Bozorgmir

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


82





















 


	
   

  	
  LIGHTHOUSE MULTISTRATEGY

  
	
   

  	
  MASTER FUND

  
	
   

  	
  By: Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Carl
  Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
					



 


83





















 


	
   

  	
  LightPoint CLO 2004-1 & Premium Loan

  
	
   

  	
  Trust 1, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Thomas
  A. Kramer

  	
   

  
	
   

  	
   

  	
  Name: Thomas A. Kramer

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing Director &

  Chief Executive Officer

  
					



 


84





















 


	
   

  	
  LINCOLN NATIONAL LIFE INSURANCE CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Thomas
  Chow

  	
   

  
	
   

  	
   

  	
  Name: Thomas Chow

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


85





















 


	
   

  	
  Lispenard Street Credit (Master), Ltd. by

  
	
   

  	
  DiMaio Ahmad Capital LLC, its investment advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ 
  Lawrence Wolfson

  	
   

  
	
   

  	
   

  	
  Name: Lawrence Wolfson

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


86





















 


	
   

  	
  Sankaty Advisors, LLC as Collateral Manager

  
	
   

  	
  for Loan Funding XI LLC,

  
	
   

  	
  as Term Lender

  
	
   

  	
   

  
	
   

  	
  [NAME OF TRANCHE C LENDER],

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Diane
  J. Exter

  	
   

  
	
   

  	
   

  	
  Name: Diane J. Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  Portfolio Manager

  
					



 


87





















 


	
   

  	
  LOAN STAR STATE TRUST

  
	
   

  	
  By Its Investment Manager,

  
	
   

  	
  Highland Capital Management, L.P.

  
	
   

  	
  By Its General Partner, Strand Advisors, Inc.

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Todd A.
  Travers

  	
   

  
	
   

  	
   

  	
  Name: Todd A. Travers

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  Highland Capital Management L.P.

  
					



 


88





















 


	
   

  	
  LONG GROVE CLO, LIMITED

  
	
   

  	
  By: Deerfield Capital Management LLC as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Peter
  Sakon

  	
   

  
	
   

  	
   

  	
  Name: Peter Sakon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


89





















 


	
   

  	
  Marathon Special Opportunity Master Fund Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Louis
  Hanover

  	
   

  
	
   

  	
   

  	
  Name: Louis Hanover

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
					



 


90





















 


	
   

  	
  MARKET SQUARE CLO, Ltd.

  
	
   

  	
  By. Deerfield Capital Management LLC as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Peter
  Sakon

  	
   

  
	
   

  	
   

  	
  Name: Peter Sakon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


91





















 


	
   

  	
  Merrill Lynch PCG, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


92





















 


	
   

  	
  [NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wayne Schulman

  	
   

  
	
   

  	
   

  	
  Name: Wayne Schulman

  
	
   

  	
   

  	
  Title:

  	
  Manager - Settlements

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Wayne Schulman

  
	
   

  	
  MetWest Asset Management

  
	
   

  	
  310.996.8930 tel

  
	
   

  	
  310.444.1601 fax

  
					



 


	
  Loan A

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SEI Institutional Managed Trust — High Yield Bond Fund

  	
   

  	
  3,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Loan B

  	
   

  	
   

  	
   

  
	
  Banner Health System

  	
   

  	
  1,000,000

  	
   

  
	
  Adventist Health System

  	
   

  	
  1,000,000

  	
   

  
	
  Metropolitan West High Yield Bond Fund

  	
   

  	
  1,000,000

  	
   

  
	
  Metropolitan West Strategic Income Fund

  	
   

  	
  1,000,000

  	
   

  
	
  SEI Institutional Managed Trust — High Yield Bond

  	
   

  	
  1,000,000

  	
   

  



 


93





















 


	
   

  	
  MUIRFIELD TRADING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 


94





















 


	
   

  	
  MW POST LONG/SHORT

  
	
   

  	
  OPPORTUNITY FUND, LTD

  
	
   

  	
  By: Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
					



 


95





















 


	
   

  	
  MW POST PORTFOLIO FUND, LTD

  
	
   

  	
  By: Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
					



 


96





















 


	
   

  	
  NEMEAN CLO, LTD.

  
	
   

  	
  BY:  ING Capital Advisors LLC,

  
	
   

  	
  as Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Gorski

  	
   

  
	
   

  	
   

  	
  Name: Steven Gorski

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


97





















 


	
   

  	
  NORTHWOODS CAPITAL III, LIMITED

  
	
   

  	
  BY: ANGELO, GORDON & CO., L.P.,

  
	
   

  	
  AS COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
  [NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  John W.
  Fraser

  	
   

  
	
   

  	
   

  	
  Name: John W. Fraser

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


98





















 


	
   

  	
  NORTHWOODS CAPITAL IV, LIMITED

  
	
   

  	
  BY: ANGELO, GORDON & CO., L.P.,

  
	
   

  	
  AS COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
  [NAME OF LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  John W.
  Fraser

  	
   

  
	
   

  	
   

  	
  Name: John W. Fraser

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


99





















 


	
  OAK HILL SECURITIES FUND, L.P.

  	
  OAK HILL SECURITIES FUND II, L.P

  
	
   

  	
   

  
	
  By: Oak Hill Securities GenPar, L.P.

  	
  By: Oak Hill Securities GenPar II, L.P.

  
	
  its General Partner

  	
  its General Partner

  
	
   

  	
   

  
	
  By: Oak Hill Securities MGP , Inc.

  	
  By: Oak Hill Securities MGP II , Inc.

  
	
  its General Partner

  	
  its General Partner

  
	
   

  	
   

  
	
  By:

  	
  /s/  Scott D. Krase

  	
   

  	
  By:

  	
  /s/  Scott D. Krase

  	
   

  
	
   

  	
  Name:  Scott D. Krase

  	
   

  	
  Name:  Scott D. Krase

  
	
   

  	
  Title:  Vice President

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  OAK HILL CREDIT PARTNERS, I, LIMITED

  	
  OAK HILL CREDIT PARTNERS II, LIMITED

  
	
   

  	
   

  
	
  By: Oak Hill CLO Management I, LLC

  	
  By: Oak Hill CLO Management II, LLC

  
	
  As Investment Manager

  	
  As Investment Manager

  
	
   

  	
   

  
	
  By:

  	
  /s/  Scott D. Krase

  	
   

  	
  By:

  	
  /s/  Scott D. Krase

  	
   

  
	
   

  	
  Name:  Scott D. Krase

  	
   

  	
  Name:  Scott D. Krase

  
	
   

  	
  Title:  Authorized Person

  	
   

  	
  Title:  Authorized Person

  
	
   

  	
   

  
	
   

  	
   

  
	
  OAK HILL CREDIT PARTNERS III, LIMITED

  	
  OAK HILL CREDIT PARTNERS IV, LIMITED

  
	
   

  	
   

  
	
  By: Oak Hill CLO Management III, LLC

  	
  By: Oak Hill Management IV, LLC

  
	
  As Investment Manager

  	
  As Investment Manager

  
	
   

  	
   

  
	
  By:

  	
  /s/  Scott D. Krase

  	
   

  	
  By:

  	
  /s/  Scott D. Krase

  	
   

  
	
   

  	
  Name:  Scott D. Krase

  	
   

  	
  Name:  Scott D. Krase

  
	
   

  	
  Title:  Authorized Person

  	
   

  	
  Title:  Authorized Person

  
	
   

  	
   

  
	
   

  	
   

  
	
  OAK HILL CREDIT ALPHA FUND, L.P.

  	
  OAK HILL CREDIT ALPHA FUND

  
	
   

  	
  (OFFSHORE), LTD.

  
	
  By: Oak Hill Credit Alpha GenPar, L.P.

  	
   

  
	
  its General Partner

  	
   

  
	
   

  	
   

  
	
  By: Oak Hill Credit Alpha MGP, LLC,

  	
   

  
	
  its General Partner

  	
  By:

  	
  /s/  Scott D. Krase

  	
   

  
	
   

  	
   

  	
  Name:  Scott D. Krase

  
	
  By:

  	
  /s/  Scott D. Krase

  	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
  Name:  Scott D. Krase

  	
   

  
	
   

  	
  Title:  Vice President

  	
   

  
							



 


100





















 


	
   

  	
  [NAME OF LENDER]

  
	
   

  	
  OCM High Yield Plus Fund, L.P.

  
	
   

  	
   

  	
  By: OCM High Yield Plus
  Fund GP, LLC

  
	
   

  	
   

  	
  Its: General Partner

  
	
   

  	
   

  	
  By: Oaktree Capital
  Management, LLC

  
	
   

  	
   

  	
  Its: Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Tim
  Andrews

  	
   

  
	
   

  	
   

  	
  Name:  Tim Andrews

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Richard
  Ting

  	
   

  
	
   

  	
   

  	
  Name: Richard Ting

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Legal

  
							



 


101





















 


	
   

  	
  Oppenheimer Senior Floating Rate Fund,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa Chaffee

  	
   

  
	
   

  	
   

  	
  Name: Lisa Chaffee

  
	
   

  	
   

  	
  Title:

  	
  AVP

  
					



 


102





















 


	
   

  	
  THE OPPORTUNITY FUND, LLC

  
	
   

  	
  By: Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
					



 


103





















 


	
   

  	
  PACIFICA CDO II, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Phillip
  Otero

  	
   

  
	
   

  	
   

  	
  Name: Phillip Otero

  
	
   

  	
   

  	
  Title:

  	
  SVP

  
					



 


104





















 


	
   

  	
  PACIFICA CDO III, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Phillip
  Otero

  	
   

  
	
   

  	
   

  	
  Name: Phillip Otero

  
	
   

  	
   

  	
  Title:

  	
  SVP

  
					



 


105





















 


	
   

  	
  PACIFICA CDO IV, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Phillip
  Otero

  	
   

  
	
   

  	
   

  	
  Name: Phillip Otero

  
	
   

  	
   

  	
  Title:

  	
  SVP

  
					



 


106





















 


	
   

  	
  PIONEER FLOATING RATE TRUST

  
	
   

  	
  BY:  HIGHLAND CAPITAL
  MANGEMENT, L.P.

  
	
   

  	
  ITS SUB-ADVISOR,

  
	
   

  	
   

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  R.
  Joseph Dougherty

  	
   

  
	
   

  	
   

  	
  Name: R. Joseph Dougherty

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Secretary

  
					



 


107





















 


	
   

  	
  POST TOTAL RETURN

  
	
   

  	
  OFFSHORE FUND, LP

  
	
   

  	
  By: Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Carl
  Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
					



 


108





















 


	
   

  	
  PRINCIPAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Principal Global Investors, LLC

  
	
   

  	
   

  	
  a Delaware limited liability company,

  
	
   

  	
   

  	
  its authorized signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Jon C.
  Heiny

  	
   

  
	
   

  	
   

  	
  Name: Jon C. Heiny

  
	
   

  	
   

  	
  Title:

  	
  Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  R. James
  C. Fifield

  	
   

  
	
   

  	
   

  	
  Name: James C. Fifield

  
	
   

  	
   

  	
  Title:

  	
  Counsel

  
					



 


109





















 


	
   

  	
  Sankaty Advisors, LLC as Collateral Manager

  
	
   

  	
  for Race Point CLO, Limited,

  
	
   

  	
  as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Diane J. Exter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diane J. Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
  Portfolio Manager

  
						



 


110





















 


	
   

  	
  Sankaty Advisors, LLC as Collateral Manager

  
	
   

  	
  for Race Point II CLO, Limited,

  
	
   

  	
  as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Diane J. Exter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diane J. Exter

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
  Portfolio Manager

  
						



 


111





















 


	
   

  	
  REDWOOD MASTER FUND, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Jonathan Kolatch

  	
   

  
	
   

  	
   

  	
  Name: Jonathan Kolatch

  
	
   

  	
   

  	
  Title: Director

  



 


112





















 


	
   

  	
  ROSEMONT CLO, Ltd.

  
	
   

  	
  By: Deerfield Capital Management LLC as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Peter Sakon

  	
   

  
	
   

  	
   

  	
  Name: Peter Sakon

  
	
   

  	
   

  	
  Title: Vice President

  



 


113





















 


	
   

  	
  Salomon Brothers Asset Management Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Christopher Lipscombe

  	
   

  
	
   

  	
   

  	
  Name: Christopher Lipscombe

  
	
   

  	
   

  	
  Title: Director

  



 


114





















 


	
   

  	
  SATELLITE SENIOR INCOME FUND II, LLC

  
	
   

  	
   

  
	
   

  	
  BY SATELLITE ASSET MANAGEMENT, L.P.

  
	
   

  	
  ITS INVESTMENT MANAGER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Simon Raykher

  	
   

  
	
   

  	
   

  	
  Name: Simon Raykher

  
	
   

  	
   

  	
  Title: General Counsel

  



 


115





















 


	
   

  	
  SENECA CAPITAL LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Doug Hirsch

  	
   

  
	
   

  	
   

  	
  Name: Doug Hirsch

  
	
   

  	
   

  	
  Title: GP

  



 


116





















 


	
   

  	
  SKY CBNA LOAN FUNDING

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Karen Kwan

  	
   

  
	
   

  	
   

  	
  Name: Karen Kwan

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


117





















 


	
   

  	
  SOL LOAN FUNDING LLC, for itself or as agent for

  
	
   

  	
  SOL2 Loan Funding LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Suzanne Smith

  	
   

  
	
   

  	
   

  	
  Name: Suzanne Smith

  
	
   

  	
   

  	
  Title: As Attorney-In-Fact

  



 


118





















 


	
   

  	
  Southfork CLO, Ltd.

  
	
   

  	
  By: Highland Capital Management, L.P.

  
	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Todd A. Travers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd A. Travers

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
  Highland Capital Management, L.P.

  
						



 


119





















 


	
   

  	
  Sowood Alpha Fund Ltd.

  
	
   

  	
  By: Sowood Capital Management LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Megan Kelleher

  	
   

  
	
   

  	
   

  	
  Name: Megan Kelleher

  
	
   

  	
   

  	
  Title: Principal and General Counsel

  



 


120





















 


	
   

  	
  Sowood Alpha Fund LP

  
	
   

  	
  By: Sowood Capital Management LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Megan Kelleher

  	
   

  
	
   

  	
   

  	
  Name: Megan Kelleher

  
	
   

  	
   

  	
  Title: Principal and General Counsel

  



 


121





















 


	
   

  	
  SPHINX DISTRESSED (MW POST

  
	
   

  	
  OPPORTUNITY) SEGREGATED PORTFOLIO

  
	
   

  	
  By: Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title: Chief Investment Officer

  



 


122





















 


	
   

  	
  Stanfield Arbitrage CDO, Ltd.

  
	
   

  	
  By: Stanfield Capital Partners LLC

  
	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


123





















 


	
   

  	
  Stanfield Carrera CLO, Ltd.

  
	
   

  	
  By: Stanfield Capital Partners LLC

  
	
   

  	
  as its Asset Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


124





















 


	
   

  	
  Stanfield Quattro CLO, Ltd.

  
	
   

  	
  By: Stanfield Capital Partners LLC

  
	
   

  	
  As its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


125





















 


	
   

  	
  Stanfield/RMF Transatlantic CDO Ltd.

  
	
   

  	
  By: Stanfield Capital Partners LLC

  
	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


126





















 


	
   

  	
  Stanfield Vantage CLO, Ltd

  
	
   

  	
  By: Stanfield Capital Partners, LLC

  
	
   

  	
  as its Asset Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


127





















 


	
   

  	
  STATE OF SOUTH DAKOTA

  
	
   

  	
  RETIREMENT SYSTEM FUND

  
	
   

  	
  By: Post Advisory Group, LLC

  
	
   

  	
  As Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Carl Goldsmith

  	
   

  
	
   

  	
   

  	
  Name: Carl Goldsmith

  
	
   

  	
   

  	
  Title: Chief Investment Officer

  



 


128





















 


	
   

  	
  State Street Bank and Trust Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Mary H. Carey

  	
   

  
	
   

  	
   

  	
  Name: Mary H. Carey

  
	
   

  	
   

  	
  Title: Vice President

  



 


129





















 


	
   

  	
  STERLING FARMS FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: Meredith J. Koslick

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


130





















 


	
   

  	
  STRONG HIGH YIELD

  
	
   

  	
  BOND FUND

  
	
   

  	
  By: WELLS CAPITAL MANAGEMENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Gilbert L.
  Southwell III

  	
   

  
	
   

  	
   

  	
  Name: Gilbert L. Southwell III

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  



 


131





















 


	
   

  	
  SUN AMERICA SENIOR FLOATING RATE FUND

  
	
   

  	
   by: AIG Global Investment
  Corp.

  
	
   

  	
  Investment Sub-Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ W. Jeffrey Baxter

  	
   

  
	
   

  	
   

  	
  Name: W. Jeffrey Baxter

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  



 


132





















 


	
   

  	
  TCH SPECTRUM FUND (QP) LP

  
	
   

  	
   

  
	
   

  	
  Signed: Troob Capital Management LLC, General

  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Peter Troob

  	
   

  
	
   

  	
   

  	
  Name: Peter Troob

  
	
   

  	
   

  	
  Title: Managing Member of General Partner

  



 


133





















 


	
   

  	
  [TENOR OPPORTUNITY MASTER FUND LTD.,

  
	
   

  	
  AS ASSIGNEE

  
	
   

  	
   

  
	
   

  	
  BY: TENOR OPPORTUNITY ASSOCIATES, LLC, ITS INVESTMENT ADVISOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Alexander C.
  Robinson

  	
   

  
	
   

  	
   

  	
  Name: Alexander C. Robinson

  
	
   

  	
   

  	
  Title: Partner

  



 


134





















 


	
   

  	
  THE TRAVELERS INSURANCE COMPANY,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  John Wills

  	
   

  
	
   

  	
   

  	
  Name: John Wills

  	
   

  
	
   

  	
   

  	
  Title: Investment Officer

  	
   

  



 


135





















 


	
   

  	
  TRS IO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Alice L. Wagner

  	
   

  
	
   

  	
   

  	
  Name: Alice L. Wagner

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  



 


136





















 


	
   

  	
  TRS Stark LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alice L. Wagner

  	
   

  
	
   

  	
   

  	
  Name: Alice L. Wagner

  
	
   

  	
   

  	
  Title: Vice President

  



 


137





















 


	
   

  	
  UBS AG, Stamford Branch,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Edward Cripps

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward Cripps

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
  Banking Products Services, US

  
						



 


	
   

  	
  By:

  	
   /s/  Toba
  Lumbantobing

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Toba Lumbantobing

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
  Banking Products Services, US

  
						



 


138





















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Mark R. Olmon

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Olmon

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


139





















 


	
   

  	
  Victoria Falls CLO, LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Mark D.
  Senkpiel

  	
   

  
	
   

  	
   

  	
  Name: Mark D. Senkpiel

  
	
   

  	
   

  	
  Title: Managing Director

  



 


140





















 


	
   

  	
  Watershed Capital Institutional Partners, L.P.

  
	
   

  	
  By:

  	
  WS Partners, L.L.C.

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
  As Existing Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meridee Moore

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meridee Moore

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing Member

  	
   

  
						



 


141





















 


	
   

  	
  Watershed Capital Partners, L.P.

  
	
   

  	
  By:

  	
  WS Partners, L.LC.

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
  As Existing Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meridee Moore

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meridee Moore

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Senior Managing Member

  	
   

  
						



 


142





















 


	
   

  	
  Watershed Capital Partners (Offshore), Ltd.

  
	
   

  	
  By:

  	
  Watershed Asset Management, L.LC.

  
	
   

  	
   

  	
  Its Investment Manager

  
	
   

  	
   

  	
  As Existing Lenders

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meridee Moore

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meridee Moore

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  Senior Managing Member

  	
   

  
						



 


143





















 


	
   

  	
  WB LOAN FUNDING 2, LLC,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana M. Himes

  	
   

  
	
   

  	
   

  	
  Name: Diana M. Himes

  
	
   

  	
   

  	
  Title: Associate

  



 


144





















 


	
   

  	
  WhiteHorse I LTD, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Ethan M.
  Underwood

  	
   

  
	
   

  	
   

  	
  Name: Ethan M. Underwood

  
	
   

  	
   

  	
  Title: Portfolio Manager

  



 


145





















 


	
   

  	
  WhiteHorse II, LTD,

  
	
   

  	
  as Tranche C Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  Ethan M.
  Underwood

  	
   

  
	
   

  	
   

  	
  Name: Ethan M. Underwood

  
	
   

  	
   

  	
  Title: Portfolio Manager

  



 


146





















 


	
   

  	
  Whitney CLO I

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   /s/  John M.
  Casparian

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   John M. Casparian

  
	
   

  	
   

  	
  Title:

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  	
  Centre Pacific Manager

  
						



 


147





















 


	
   

  	
  Windsor Loan Funding, Limited

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC

  
	
   

  	
   

  	
  as its Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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