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American Airlines, Inc., et al. – ‘10-Q’ for 9/30/16 – ‘EX-10.1’

On:  Thursday, 10/20/16, at 7:37am ET   ·   For:  9/30/16   ·   Accession #:  1193125-16-742263   ·   File #s:  1-02691, 1-08400

Previous ‘10-Q’:  ‘10-Q/A’ on 7/25/16 for 6/30/16   ·   Next:  ‘10-Q’ on 4/27/17 for 3/31/17   ·   Latest:  ‘10-Q’ on 4/25/24 for 3/31/24   ·   4 References:   By:  American Airlines Group Inc. – ‘10-K’ on 2/21/24 for 12/31/23 By:  American Airlines Group Inc. – ‘10-K’ on 2/22/23 for 12/31/22 By:  American Airlines Group Inc. – ‘10-K’ on 2/22/22 for 12/31/21 By:  American Airlines Group Inc. – ‘10-K’ on 2/17/21 for 12/31/20 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/20/16  American Airlines, Inc.           10-Q        9/30/16   75:7M                                     Donnelley … Solutions/FA
          American Airlines Group Inc.

Document/Exhibit                   Description                      Pages   Size 

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                Income                                                           
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                (Parenthetical)                                                  
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                Aircraft Enhanced Equipment Trust Certificates                   
                (Detail)                                                         
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                Aircraft Enhanced Equipment Trust Certificates                   
                (Detail)                                                         
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                (Detail)                                                         
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Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Second Amendment”), dated as of September 22, 2016 among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent” or the “Guarantor”), the lenders party hereto with a 2016 Replacement Term Loan Commitment referred to below (the “2016 Replacement Term Lenders”), each other lender party hereto and Citibank N.A. (“Citi”), as administrative agent (in such capacity, the “Administrative Agent”) and as the designated lender of 2016 Replacement Term Loans referred to below (in such capacity, the “Designated 2016 Replacement Term Lender”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantor, the lenders from time to time party thereto, the Administrative Agent and certain other parties thereto are parties to that certain Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015 (as amended by that certain First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of October 26, 2015, and as further amended, amended and restated, supplemented or otherwise modified to but not including the Second Amendment Effective Date as defined below, the “Credit Agreement”);

WHEREAS, on the date hereof, there are outstanding Term Loans under the Credit Agreement (the “Existing Term Loans”) in an aggregate principal amount of $742,500,000;

WHEREAS, pursuant to Section 10.08(e) of the Credit Agreement, the Borrower desires to refinance in full the Existing Term Loans with the proceeds of the 2016 Replacement Term Loans (as defined below) (the “Refinancing”); and

WHEREAS, the Borrower, the Administrative Agent, the 2016 Replacement Term Lenders and the other Lenders party hereto wish to amend the Credit Agreement to provide for (i) the Refinancing and (ii) certain other modifications to the Credit Agreement, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE - Credit Agreement Amendments. Effective as of the Second Amendment Effective Date (as defined below):

(a) The Credit Agreement is hereby amended as follows:

(i) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order:

“2016 Replacement Term Lender” shall mean each Lender having a Term Loan Commitment to provide 2016 Replacement Term Loans or, as the case may be, with an outstanding 2016 Replacement Term Loan.

“2016 Replacement Term Loans” shall be the Term Loans incurred pursuant to the Second Amendment.

“2016 Replacement Term Loan Commitment” shall mean the Term Loan Commitment of each 2016 Replacement Term Loan Lender to make 2016 Replacement Term Loans pursuant to the Second Amendment.

“2016 Replacement Term Loan Commitment Schedule” shall mean the schedule of 2016 Replacement Term Loan Commitments of each 2016 Replacement Term Lender provided to the Borrower on the Second Amendment Effective Date by the Administrative Agent pursuant to the Second Amendment.

“Second Amendment” shall mean the Second Amendment to First Amended and Restated Credit and Guaranty Agreement, dated as of September 22, 2016, by and among Parent, the Borrower, the Administrative Agent, the 2016 Replacement Term Lenders and Citibank N.A., in its capacity as the designated Lender of 2016 Replacement Term Loans.

“Second Amendment Effective Date” shall have the meaning provided in the Second Amendment.

(ii) The definition of “Applicable Margin” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Applicable Margin” shall mean (a) with respect to Revolving Loans (i) that are Eurodollar Loans, 3.00% per annum and (ii) that are ABR Loans, 2.00% per annum and (b) with respect to 2016 Replacement Term Loans (i) that are Eurodollar Loans, 2.50% per annum and (ii) that are ABR Loans 1.50% per annum.

(iii) The first sentence of the definition of “Class” is hereby amended by deleting “2015 Term Loans” where it first appears and replacing such term with “2016 Replacement Term Loans” and deleting “Incremental Term Loans that are not 2015 Term Loans” and replacing it with “Incremental Term Loans”.

(iv) The definition of “LIBO Rate” is hereby amended by deleting “2015 Term Loans” and replacing it with “2016 Replacement Term Loans”.

(v) The definition of “Repricing Event” is hereby amended by deleting “2015 Term Loans” each place it appears and replacing it with “2016 Replacement Term Loans”.

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(vi) The definition of “Term Loan” is hereby amended by deleting “2015 Term Loans” and replacing it with “2016 Replacement Term Loans”.

(vii) The definition of “Term Loan Commitment” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Term Loan Commitment” shall mean the commitment of each Term Lender to make Term Loans hereunder and, in the case of the 2016 Replacement Term Loans, in an aggregate principal amount not to exceed the amount set forth under the heading “2016 Replacement Term Loan Commitment” opposite its name in the 2016 Replacement Term Loan Commitment Schedule or in the Assignment and Acceptance pursuant to which such Term Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Term Loan Commitments as of the Second Amendment Effective Date was $742,500,000. The Term Loan Commitments as of the Second Amendment Effective Date are for 2016 Replacement Term Loans.

(viii) The definition of “Term Loan Maturity Date” is hereby amended by deleting “2015 Term Loans” and replacing it with “2016 Replacement Term Loans”.

(ix) Section 2.01(b) is hereby amended and restated in its entirety as follows:

Term Loan Commitments. On the Second Amendment Effective Date, each 2016 Replacement Lender agrees to make to the Borrower the 2016 Replacement Term Loans denominated in Dollars in an aggregate principal amount equal to such 2016 Replacement Term Lender’s 2016 Replacement Term Loan Commitment in accordance with the terms and conditions of the Second Amendment.

(x) Section 2.10(b) is hereby amended and restated in its entirety as follows:

(b) The principal amounts of the 2016 Replacement Term Loans shall be repaid in consecutive annual installments (each, an “Installment”) of 1.00% of the sum of (i) the original aggregate principal amount of the 2015 Term Loans made on the Restatement Effective Date plus (ii) the original aggregate principal amount of any Incremental Term Loans of the same Class as the 2016 Replacement Term Loans from time to time after the Second Amendment Effective Date, on each anniversary of the Closing Date occurring prior to the Term Loan Maturity Date with respect to such 2016 Replacement Term Loans. Notwithstanding the foregoing, (1) such Installments shall be reduced in connection with any mandatory or voluntary prepayments of the 2016 Replacement Term Loans in accordance with Sections 2.12 and 2.13, as applicable, and (2) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the applicable Term Loan Termination Date.

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(xi) Section 2.13(a) is hereby amended by adding the following sentence at the end thereof:

Notwithstanding anything to the contrary above, no notice to the Administrative Agent shall be required in connection with the repayment of Term Loans with the proceeds of 2016 Replacement Term Loans incurred on the Second Amendment Effective Date.

(xii) Section 2.13(d) is hereby amended by (A) deleting “2015 Term Loans” each place it appears and replacing it with “2016 Replacement Term Loans” and (B) deleting “Restatement Effective Date” and replacing it with “Second Amendment Effective Date”.

(xiii) Section 2.27(c) is hereby amended by deleting “2015 Term Loans” each place it appears and replacing it with “2016 Replacement Term Loans”.

(xiv) Section 3.08 is hereby amended by adding the following proviso at the end thereof:

; provided that all proceeds of the 2016 Replacement Term Loans incurred on the Second Amendment Effective Date pursuant to the Second Amendment shall solely be used as provided in the Second Amendment.

(b) (i) Subject to the satisfaction (or waiver) of the conditions set forth in Section Three hereof, the 2016 Replacement Term Lenders hereby agree to make 2016 Replacement Term Loans (as defined below) to the Borrower on the Second Amendment Effective Date (as defined below) in the aggregate principal amount of $742,500,000, which shall be used solely to refinance in full all outstanding Existing Term Loans and to pay fees and expenses relating to this Second Amendment.

(ii) As of the Second Amendment Effective Date, immediately prior to the effectiveness of the Second Amendment, the Administrative Agent has prepared and provided a true and correct copy to the Borrower of a schedule (the “2016 Replacement Term Loan Commitments Schedule”) which sets forth the allocated commitments received by it (the “2016 Replacement Term Loan Commitments”) from the Lenders providing the 2016 Replacement Term Loans (the “2016 Replacement Term Lenders”). The Administrative Agent has notified each 2016 Replacement Term Lender of its allocated 2016 Replacement Term Loan Commitment, and each of the 2016 Replacement Term Lenders is listed as a signatory to this Second Amendment. On the Second Amendment Effective Date, all Existing Term Loans shall be refinanced in full as follows:

(w) the outstanding aggregate principal amount of Existing Term Loans of each Lender which does not have a 2016 Replacement Term Loan Commitment (each, a “Non-Converting Term Lender”) shall be repaid in full in cash;

(x) to the extent any Lender has a 2016 Replacement Term Loan Commitment that is less than the full outstanding aggregate principal amount of Existing Term Loans of such Lender, such Lender shall be repaid in cash in an

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amount equal to the difference between the outstanding aggregate principal amount of Existing Term Loans of such Lender and such Lender’s 2016 Replacement Term Loan Commitment (the “Non-Converting Term Portion”);

(y) the outstanding aggregate principal amount of Existing Term Loans of each Lender which has a 2016 Replacement Term Loan Commitment (each, a “Converting Term Lender,” and, together with the Non-Converting Term Lenders, the “Existing Term Lenders”) shall automatically be converted into 2016 Replacement Term Loans (a “Converted 2016 Replacement Term Loan”) in a principal amount equal to such Converting Term Lender’s Existing Term Loans outstanding on the Second Amendment Effective Date immediately prior to such conversion, less an amount equal to any Non-Converting Term Portion; and

(z) (1) each 2016 Replacement Term Lender that is not an Existing Term Lender (each, a “New Term Lender”) and (2) each Converting Term Lender with a 2016 Replacement Term Loan Commitment in an amount in excess of the aggregate principal amount of Existing Term Loans of such Converting Term Lender (such difference, the “New Term Commitment”), agrees to make to the Borrower a new Term Loan (each, a “New Term Loan” and, collectively, the “New Term Loans” and, together with the Converted 2016 Replacement Term Loans, the “2016 Replacement Term Loans”) in a principal amount equal to such Converting Term Lender’s New Term Commitment or such New Term Lender’s 2016 Replacement Term Loan Commitment, as the case may be, on the Second Amendment Effective Date, which 2016 Replacement Term Loans shall be subject to the terms of the Credit Agreement after giving effect to this Second Amendment.

(iii) On the Second Amendment Effective Date, each 2016 Replacement Term Lender hereby agrees to fund its 2016 Replacement Term Loans in an aggregate principal amount equal to such 2016 Replacement Term Lender’s 2016 Replacement Term Loan Commitment as follows: (x) each Converting Term Lender shall fund its 2016 Replacement Term Loans to the Borrower by converting its then outstanding principal amount of Existing Term Loans into 2016 Replacement Term Loans in an equal principal amount as provided in clause (ii)(y) above, (y) (1) each Converting Term Lender with a New Term Commitment shall fund in cash an amount equal to its New Term Commitment to the Designated 2016 Replacement Term Lender and (2) each New Term Lender shall fund in cash an amount equal to its 2016 Replacement Term Loan Commitment to the Designated 2016 Replacement Term Lender, and (z) the Designated 2016 Replacement Term Lender shall fund in cash to the Borrower an amount equal to the New Term Commitment of each Converting Term Lender and the 2016 Replacement Term Loan Commitment of each New Term Lender.

(iv) All outstanding Borrowings of Existing Term Loans shall continue in effect for the equivalent principal amount of 2016 Replacement Term Loans after the Second Amendment Effective Date and each resulting “borrowing” of 2016 Replacement Term Loans shall be deemed to constitute a new deemed “borrowing” under the Credit Agreement and be subject to the same Interest Period (and the same LIBO Rate) applicable to the Existing Term Loans to which it relates immediately prior to the Second Amendment Effective Date, which

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Interest Period shall continue in effect (until such Interest Periods expire, at which time subsequent Interest Periods shall be determined in accordance with the provisions of Section 2.05 of the Credit Agreement). New Term Loans shall be initially incurred as Eurodollar Loans and shall be allocated ratably to the outstanding deemed “borrowings” of 2016 Replacement Term Loans on the Second Amendment Effective Date. Each such Borrowing of New Term Loans shall be subject to (x) an Interest Period which commences on the Second Amendment Effective Date and ends on the last day of the Interest Period applicable to the Existing Term Loans and (y) the same LIBO Rate applicable to the 2016 Replacement Term Loans. The 2016 Replacement Term Loans of each 2016 Replacement Term Lender shall be allocated ratably to such Interest Periods (based upon the relative principal amounts of Borrowings of Existing Term Loans subject to such Interest Periods immediately prior to the Second Amendment Effective Date), with the effect being that Existing Term Loans which are converted into Converted 2016 Replacement Term Loans hereunder shall continue to be subject to the same Interest Periods and any 2016 Replacement Term Loans that are funded in cash on the Second Amendment Effective Date shall be ratably allocated to the various Interest Periods as described above.

(v) On the Second Amendment Effective Date, the Borrower shall pay in cash (a) all interest accrued on the Existing Term Loans through the Second Amendment Effective Date and (b) to each Non-Converting Term Lender and each Converting Term Lender with a Non-Converting Term Portion, any breakage loss or expenses due under Section 2.15 of the Credit Agreement (it being understood that existing Interest Periods of the Existing Term Loans held by 2016 Replacement Term Lenders prior to the Second Amendment Effective Date shall continue on and after the Second Amendment Effective Date and shall accrue interest in accordance with Section 2.07 of the Credit Agreement on and after the Second Amendment Effective Date). Each Converting Term Lender hereby waives any entitlement to any breakage loss or expenses due under Section 3.15 of the Credit Agreement with respect to the repayment of that portion of its Existing Term Loans with the proceeds of Converted 2016 Replacement Term Loans.

(vi) On the Second Amendment Effective Date, all promissory notes, if any, evidencing the Existing Term Loans shall be automatically cancelled, and any 2016 Replacement Term Lender may request that its 2016 Replacement Term Loan be evidenced by a promissory pursuant to Section 2.10(f) of the Credit Agreement.

SECTION TWO - Titles and Roles. The parties hereto agree that, as of the Second Amendment Effective Date and in connection with the Second Amendment:

(a) each of Citi, Barclays, CS Securities, DBSI, GSB, JPMS, ML, MS, BNP Securities, CA-CIB, ICBC and US Bank shall be designated as, and perform the roles associated with, a joint lead arranger and bookrunner (in such capacity, collectively, the “Lead Arrangers”);

(b) each of Citi, Barclays, CS Securities, DBSI, GSB, JPMS, ML and MS shall be designated as, and perform the roles associated with, a syndication agent; and

(c) each of CA-CIB, ICBC and US Bank shall be designated as, and perform the roles associated with, a documentation agent.

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For the avoidance of doubt, the provisions of Section 10.04 of the Credit Agreement shall apply to, and inure to the benefit of, each Lead Arranger, each Syndication Agent and each Documentation Agent in connection with their respective roles hereunder.

SECTION THREE - Conditions to Effectiveness. The provisions of Section One of this Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when each of the following conditions specified below shall have been satisfied:

(a) The Borrower, the Guarantor, the Administrative Agent, the 2016 Designated Replacement Term Lender and the 2016 Replacement Term Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, attention: Peixuan Wu;

(b) all reasonable invoiced out-of-pocket expenses incurred by the Lenders and the Administrative Agent pursuant to Section 10.04 of the Credit Agreement or the Engagement Letter, dated as of September 14, 2016, by and between, inter alios, the Borrower and the Lead Arrangers (including the reasonable and documented fees, charges and disbursements of counsel) and all accrued and unpaid fees, owing and payable (including any fees agreed to in connection with this Second Amendment) shall have been paid to the extent invoiced at least two (2) Business Days prior to the Second Amendment Effective Date (or such shorter period as may be agreed by the Borrower);

(c) the Administrative Agent shall have received an Officer’s Certificate certifying as to the Collateral Coverage Ratio in accordance with Section 4.02(d) of the Credit Agreement;

(d) the Administrative Agent shall have received a customary written opinion of Latham & Watkins LLP, special counsel for the Borrower and the Guarantor addressed to the Administrative Agent and the 2016 Replacement Term Lenders party hereto, and dated the Second Amendment Effective Date;

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

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(f) the Administrative Agent shall have received an Officer’s Certificate certifying (A) the truth in all material respects of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.19 of the Credit Agreement) as though made on the date hereof, or, in the case of any such representation and warranty that relates to a specified date, as though made as of such date (provided, that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to this Second Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from this Second Amendment on, the Second Amendment Effective Date, that constitutes a Default or Event of Default; and

(g) the Administrative Agent shall have received a Loan Request delivered in compliance with Section 2.03(b) of the Credit Agreement not later than 1:00 p.m. New York City time one (1) Business Day before the Second Amendment Effective Date.

SECTION FOUR - No Default; Representations and Warranties. In order to induce the 2016 Replacement Term Lenders and the Administrative Agent to enter into this Second Amendment, the Borrower represents and warrants to each of the 2016 Replacement Term Lenders and the Administrative Agent that, on and as of the date hereof after giving effect to this Second Amendment, (i) no Default or Event of Default has occurred and is continuing or would result from giving effect to this Second Amendment and (ii) the representations and warranties contained in the Credit Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.19 of the Credit Agreement) are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof or, in the case of any representations and warranties that expressly relate to an earlier date, as though made as of such date; provided, that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to this Second Amendment.

SECTION FIVE - Confirmation. The Borrower and the Guarantor hereby confirm that all of their obligations under the Credit Agreement (as amended hereby) are, and shall continue to be, in full force and effect. The parties hereto (i) confirm and agree that the term “Obligations” and “Guaranteed Obligations” as used in the Credit Agreement and the other Loan Documents shall include, without limitation, all obligations of the Borrower with respect to the 2016 Replacement Term Loans (after giving effect to this Second Amendment) and all obligations of the Guarantor with respect to the guarantee of such obligations, respectively, and (ii) reaffirm the grant of Liens on the Collateral to secure the Obligations (including the Obligations under the 2016 Replacement Term Loans incurred pursuant to this Second Amendment) pursuant to the Collateral Documents.

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

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

SECTION EIGHT - Governing Law. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION NINE - Miscellaneous. (a) The provisions set forth in Sections 10.03, 10.04, 10.05(b)-(d), 10.09, 10.10, 10.11, 10.13, 10.15, 10.16 and 10.17 of the Credit Agreement are hereby incorporated mutatis mutandis herein by reference thereto as fully and to the same extent as if set forth herein.

(b) For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Second Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders party hereto hereby authorize the Administrative Agent to treat) the Term Loan Facility as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

9

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

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby

[Second Amendment to Amended and Restated Credit and Guaranty Agreement (LHR)]

By its execution of this signature page, the undersigned hereby