EXHIBIT 10.1
WAIVER TO THE CREDIT AGREEMENT
------------------------------
WAIVER TO THE CREDIT AGREEMENT (this "Waiver"), dated as of
September 25, 2001, among WYNDHAM INTERNATIONAL, INC., a Delaware corporation
(the "Borrower"), the Lenders from time to time party to the Credit Agreement
referred to below (the "Lenders"), X.X. XXXXXX SECURITIES INC. (f/k/a Chase
Securities Inc.) ("XX Xxxxxx"), as Lead Arranger and Book Manager, BANK OF
AMERICA, N.A. (f/k/a Nationsbank, N.A.) and BANKERS TRUST COMPANY as Syndication
Agents (each a "Syndication Agent", together the "Syndication Agents"), CREDIT
LYONNAIS NEW YORK BRANCH, as Documentation Agent, BEAR XXXXXXX CORPORATE LENDING
INC., as Co-Documentation Agent (each a "Documentation Agent", together the
"Documentation Agents") and THE CHASE MANHATTAN BANK, as Administrative Agent
(the "Administrative Agent"). 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 Lenders, XX Xxxxxx, the Syndication
Agents, the Documentation Agents and the Administrative Agent are parties to a
Credit Agreement, dated as of June 30, 1999 (as amended, modified or
supplemented to, but not including, the date hereof, the "Credit Agreement");
WHEREAS, the parties hereto wish to provide for certain waivers
to the Credit Agreement as herein provided; and
WHEREAS, subject to the terms and conditions of this Waiver, the
parties hereto agree as follows:
1. For the period (the "Waiver Period") from the Waiver Effective
Date (as defined below) to and including the earlier of (i) February 28, 2002
and (ii) the date, if any, that the Borrower violates any of the agreements in
this Waiver, the Lenders hereby waive the Borrower's obligation to comply with
Sections 6.01(a), (b) or (c) of the Credit Agreement with respect to the Test
Periods ending on September 30, 2001 and December 31, 2001. This waiver shall
have no force or effect after the Waiver Period.
2. In order to induce the Lenders to enter into this Waiver, the
Borrower hereby agrees that notwithstanding anything to the contrary contained
in the Credit Agreement, at all times during the Waiver Period the Borrower's
Available Total Revolving Commitment (as defined below) shall not be less than
$l00,000,000. For the purposes of this Section, the term "Available Total
Revolving Commitment" shall mean the difference between (I) the Total Revolving
Commitment and (II) the sum of the aggregate outstanding principal amount of
Revolving Loans, LC Obligations and Swingline Loans.
3. In order to induce the Lenders to enter into this Waiver, the
Borrower hereby agrees that notwithstanding anything to the contrary contained
in the Credit Agreement, during the Waiver Period, to the extent the Borrower or
any of its Subsidiaries incurs any Indebtedness secured
by mortgages on any currently unencumbered Real Property owned or leased by the
Borrower or any of its Subsidiaries, it shall apply 100% of the Net Cash
Proceeds received from such Indebtedness to repay Term Loans and Increasing Rate
Loans then outstanding on a pro rata basis (based on the principal amount of
--- ----
Term Loans and Increasing Rate Loans then outstanding).
4. In order to induce the Lenders to enter into this Waiver, the
Borrower hereby agrees that notwithstanding anything to the contrary contained
in the Credit Agreement, including, without limitation, in Section 2.11(d), Net
Cash Proceeds received by the Borrower or any of its Subsidiaries from any Asset
Disposition or Exchange (other than like-kind exchanges pursuant to and in
compliance with Section 1031 of the Code) occurring during the Waiver Period
shall be applied, without giving effect to any Reinvestment Notice delivered in
respect of such Asset Disposition or Exchange, (x) 50% to repay Increasing Rate
Loans then outstanding and, to the extent that the Increasing Rate Loans have
been repaid in full, to repay Term Loans then outstanding, (y) 37.5% to repay
Term Loans then outstanding and (z) 12.5% to repay outstanding Revolving Loans
and Swingline Loans (without any corresponding commitment reduction); provided
that 100% of the Net Cash Proceeds above $400,000,000 received by the Borrower
and its Subsidiaries from the sale of Non-Core Assets and the Net Cash Proceeds
received by the Borrower or any of its Subsidiaries from the disposition of Core
Assets to a Joint Venture of the Borrower or any of its Subsidiaries shall be
first applied to repay Increasing Rate Loans then outstanding and then to repay
the Term Loans then outstanding.
5. In order to induce the Lenders to enter into this Waiver, the
Borrower agrees that notwithstanding anything to the contrary contained in the
Credit Agreement, including without limitation, in Section 5.02(b), the Borrower
shall furnish to the Administrative Agent (with sufficient copies for each
Lender) no later than February 28, 2002 a certificate of a Responsible Officer
and a Compliance Certificate for the fiscal year of the Borrower ending December
31, 2001 satisfying a11 of the requirements contained in Section 5.02(b) of the
Credit Agreement.
6. In order to induce the Lenders to enter into this Waiver, the
Borrower hereby agrees that notwithstanding anything to the contrary contained
in the Credit Agreement, as soon as available, and in any event no later than
the last day of the following month after the end of every fiscal month during
the Waiver Period, the Borrower shall provide the Administrative Agent (with
sufficient copies for each Lender) liquidity, cash flow and summary operating
information for such fiscal month prepared by the Borrower in a form
satisfactory to the Administrative Agent.
7. In order to induce the Lenders to enter into this Waiver, the
Borrower hereby agrees that notwithstanding anything to the contrary contained
in the Credit Agreement, beginning December 1, 2001, the Borrower will work
diligently with the Administrative Agent and the Administrative Agent's counsel
to prepare and negotiate mortgage documents (including incorporating therein the
input of local counsel) and other related documents (including title work), and
identifying and analyzing any potential third parties consent issues, such that
on February 28, 2002, the Borrower and its Subsidiaries shall be in a position
to execute mortgages and other related documents in favor of the Collateral
Agent on substantially all of the unencumbered Hotels of the Borrower and any of
its Subsidiaries (it being understood and agreed that nothing in this Section 7
or elsewhere in this Waiver shall obligate the Borrower or any of its
Subsidiaries to execute such mortgages now or in the future).
2
8. In order to induce the Lenders to enter into this Waiver, and at
the specific request of the Lenders, the Borrower hereby agrees that
notwithstanding anything to the contrary contained in the Credit Agreement,
including, without limitation, in Section 6,07(b)(i), during the Waiver Period
the Borrower may pay regularly accruing dividends with respect to its
outstanding Series B Convertible Preferred Stock to the extent permitted at such
time by Section 6.07(b)(i) of the Credit Agreement but only through the issuance
of additional shares of Series B Convertible Preferred Stock or by accrual or
accretion and not in cash; provided that the Borrower may pay any such dividends
in cash so long as concurrently with such payment each holder of such Series B
Convertible Preferred Stock purchases from the Borrower subordinated debt
(having terms and conditions in form and substance satisfactory to the
Administrative Agent) in a principal amount, and in exchange for net cash
proceeds to the Borrower, equal to the amount of such dividends paid to such
holder.
9. In order to induce the Lenders to enter into this Waiver, the
Borrower hereby agrees that notwithstanding anything to the contrary contained
in the Credit Agreement, during the Waiver Period the Borrower will not make any
Capital Expenditures other than, without duplication, (i) Capital Expenditures
which, as of the Waiver Effective Date, the Borrower or any of its Subsidiaries
is under a contractual obligation to make during the Waiver Period, (ii) Capital
Expenditures related to completed or substantially completed projects for which
the Borrower or any of its Subsidiaries is required to make payment during the
Waiver Period, (iii) Capital Expenditures related to the completion of the
Borrower's hotel currently under construction in Newark, New Jersey, (iv)
Capital Expenditures made with the proceeds of Recovery Events, (v) Capital
Expenditures made to comply with Section 7 of this Waiver, (vi) maintenance
Capital Expenditures and (vii) $5,000,000 in other Capital Expenditures.
10. In order to induce the Lenders to enter into this Waiver, the
Borrower hereby agrees that notwithstanding anything to the contrary contained
in the Credit Agreement, the sum of (i) the amount of cash paid during the
Waiver Period by the Borrower and its Subsidiaries in the aggregate with respect
to transactions permitted pursuant to Sections 6.04, 6.06 and 6.07, other than
(x) like-kind exchanges consummated pursuant to and in compliance with Section
1031 of the Code and (y) dividends paid on the Borrower's Series B Convertible
Preferred Stock to the extent reinvested in the Borrower in accordance with the
proviso set forth in Section 8 of this Waiver and (ii) Capital Expenditures made
by the Borrower and its Subsidiaries during the Waiver Period (other than
Capital Expenditures made with the proceeds of Recovery Events), shall not
exceed $85,000,000.
11. In order to induce the undersigned Lenders to enter into this
Waiver, the Borrower hereby represents and warrants that (x) no Default or Event
of Default exists on the Waiver Effective Date after giving effect to this
Waiver and (y) all of the representations and warranties contained in the Credit
Agreement shall be true and correct in all material respects as of the Waiver
Effective Date after giving effect to this Waiver, with the same effect as
though such representations and warranties had been made on and as of the Waiver
Effective Date (it being understood that any representation or warranty made as
of a specified date shall be required to be true and correct in all material
respects only as of such specific date).
12. This Waiver is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3
13. This Waiver may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
14. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
15. This Waiver shall become effective on the date (the "Waiver
Effective Date") when the Borrower and the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of telecopier) the same to the Administrative Agent
at the Notice Office.
16. From and after the Waiver Effective Date all references in the
Credit Agreement and the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.
* * * * *
4
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Waiver to be duly executed and delivered as of the date first above
written.
WYNDHAM INTERNATIONAL, INC.,
By /s/ Xxxxxxx X. Xxxxx
------------------------------------
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent,
By ____________________________________
Title:
X.X. XXXXXX SECURITIES INC. (as
successor to Chase Securities Inc.),
as Lead Arranger and Book Manager
By ____________________________________
Title:
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Waiver to be duly executed and delivered as of the date first above
written.
WYNDHAM INTERNATIONAL, INC.,
By ____________________________________
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent,
By /s/ [ILLEGIBLE]
------------------------------------
Title: V.P.
J.P. XXXXXX SECURITIES INC. (as
successor to Chase Securities Inc.),
as Lead Arranger and Book Manager
By ____________________________________
Title:
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment and Restatement to be duly executed and delivered as of the date
first above written.
WYNDHAM INTERNATIONAL, INC.,
By ____________________________________
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent,
By ____________________________________
Title:
X.X. XXXXXX SECURITIES INC. (as
successor to Chase Securities Inc.),
as Lead Arranger and Book Manager
By /s/ J. Xxxxxxx Xxxxxx
------------------------------------
Title: Managing Director
NAME OF LENDER:
By _____________________________________
Name:
Title:
LANDMARK CDO LIMITED,
By: Aladdin Asset Management LLC
as Manager
/s/ Xxxx Xxxxxxx
--------------------------------
Xxxx Xxxxxxx
Authorized Signatory
Alliance Capital Management L.P., as
Manager on behalf of ALLIANCE
CAPITAL FUNDING, L.L.C. as Assignee
By: ALLIANCE CAPITAL
MANAGEMENT CORPORATION, General
Partner of Alliance Capital
Management L.P.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Monument Capital Ltd., as Assignee
By: Alliance Capital Management L.P.,
as Investment Manager
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
New Alliance Global CDO, Limited
By: Alliance Capital Management L.P.,
as Sub-advisor
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
NAME OF LENDER:
K&H STERLING LLC
By: /s/ Xxxxx Xxx
-----------------------
Name: Xxxxx Xxx
Title: Authorized Agent
September 27, 2001
Waiver to the Credit Agreement for AMMC CDO I, LIMITED
Wyndham International, Inc. By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: XXXXX X. XXXXX
Title: VICE PRESIDENT
September 27, 2001
NATIONAL WESTMINISTER BANK PLC
Waiver to the Credit Agreement for By: NatWest Capital Markets Limited, its
Wyndham International, Inc. Agent
By: Greenwich Capital Markets, Inc., its
Agent
By: /s/ Xxxxx Paschalids
--------------------------------
Name: Xxxxx Paschalids
Title: Assistant Vice President
NAME OF LENDER
AG CAPITAL FUNDING PARTNERS, LP.
BY: XXXXXX, XXXXXX & CO., L.P.,
AS INVESTMENT ADVISOR
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: XXXX X. XXXXXX
Title: MANAGING DIRECTOR
NAME OF LENDER
NORTHWOODS CAPITAL, LIMITED
BY: XXXXXX, XXXXXX & CO., LP.
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name: XXXX X. XXXXXX
Title: MANAGING DIRECTOR
NAME OF LENDER
NORTHWOODS CAPITAL III, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: XXXX X. XXXXXX
Title: MANAGING DIRECTOR
NAME OF LENDER
NORTHWOODS CAPITAL III, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: XXXX X. XXXXXX
Title: MANAGING DIRECTOR
ARES III CLO Ltd.
By: ARES CLO Management, LLC
Its: Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
ARES IV CLO LTD.
By: Ares CLO Management IV, L.P.
Investment Manager
By: Ares CLO XX XX, LLC
Its: Managing Member
By: X. Xxxxxx
---------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
ARES Leveraged Investment Fund II, L.P.
By: ARES Management II, L.P.
Its: General Partner
By: X. Xxxxxx
------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
ARES Leveraged Investment Fund, L.P.
By: ARES Management, L.P.
Its: General Partner
By: X. Xxxxxx
------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
NAME OF LENDER: Sankaty Advisors, LLC
By: /s/ Xxxxxxx X. Migford
---------------------------------
Name: Xxxxxxx X. Migford
Title: Managing Director
Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
Sankaty High Yield Asset Partners, L.P.
Sankaty High Yield Partners, II, L.P.
Sankaty High Yield Partners, III, L.P.
Sankaty Advisors, Inc. as Collateral
Manager for Xxxxx Point CBO
1999-1 LTD., as Term Lender
Sankaty Advisors, LLC, as Collateral
Manager for Xxxxx Point II CBO 2000-1
LTD., as Term Lender
NAME OF LENDER:
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Principal
Title: Bank of America, NA
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
By: /s/ Xxxxx Xxxxxxxx
-------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
NAME OF LENDER:
Bear Xxxxxxx Investment Products Inc.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxx
Title: Vice President
NAME OF LENDER: Bear Xxxxxxx Corp ????
By: /s/ Xxxxxx X. Bulzacchell
-------------------------------
Name: XXXXXX X. BULZACCHELL
Title: MANAGING DIRECTOR
NAME OF LENDER: Grayston CLO 2001-01 LTD.
By: Bear Xxxxxxx Asset Management as its
Collateral Manager
By: /s/ [ILLEGIBLE]
-------------------------------
Name: [ILLEGIBLE]
TITLE: Vice President
NAME OF LENDER:
Carlyle High Yield Partners II, Ltd.
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: XXXXX X. XXXX
Title: VICE PRESIDENT
NAME OF LENDER:
Carlyle High Yield Partners III, Ltd.
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: XXXXX X. XXXX
Title: VICE PRESIDENT
NAME OF LENDER:
Carlyle High Yield Partners, L.P.
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: XXXXX X. XXXX
Title: VICE PRESIDENT
NAME OF LENDER: Credit Lyonnais New York Branch
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Sup
NAME OF LENDER:
CSAM FUNDING I
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
NAME OF LENDER:
FIRST DOMINION FUNDING I
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
NAME OF LENDER:
FIRST DOMINION FUNDING II
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
NAME OF LENDER:
FIRST DOMINION FUNDING III
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
NAME OF LENDER:
CypressTree Investment Partners I, Ltd.,
By: CypressTree Investment Management Co.
as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
NAME OF LENDER:
CypressTree Investment Partners II. Ltd.,
By: CypressTree Investment Management Co. Inc.,
as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
NAME OF LENDER:
CypressTree Investment Management Company, Inc.,
As: Attorney-in-Fact and on behalf of First
AllAmerica Financial Life Insurance Company
as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
NAME OF LENDER:
K&H CYPRESS TREE-1 LLC
By: /s/ Xxxxx Xxx
----------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
North American Senior Floating Rate Fund Inc.
By: Xxxxxxxxx Capital Partners LLC
As Subadvisor
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
NAME OF LENDER:
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name Xxxx X. Xxxxxxxxx
Title: Vice President
Institutional Debt Management Inc.,
as collateral manager for:
ELC (Cayman) Ltd.
CDO Series 1999-I
ELC (Cayman) Ltd. 1999-II
ELC (Cayman) Ltd. 0000-XXX
XXXXXXXXX XXXX XXX I
By: General Re-New England Asset Management,
Inc., as Collateral Manager
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Name: XXXXX XXXXXXXX
Title: VICE PRESIDENT
NAME OF LENDER:
K&H PONDVIEW LLC
By: /s/ Xxxxx Xxx
--------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
NAME OF LENDER:
K & H WATERSIDE LLC
By: /s/ Xxxxx Xxx
---------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
NAME OF LENDER:
THE ING CAPITAL SENIOR SECURED HIGH ARCHIMEDES FUNDING, LLC.
INCOME HOLDINGS FUND, LTD.
BY: ING Capital Advisors LLC, BY: ING Capital Advisors LLC,
as Investment Manager as Collateral Manager
BY: /s/ Xxxx X. Xxxxxx, CFA BY: /s/ Xxxx X. Xxxxxx, CFA
--------------------------- --------------------------
Name: XXXX X. XXXXXX, CFA Name: XXXX X. XXXXXX, CFA
Title: VICE PRESIDENT Title: VICE PRESIDENT
SEQUILS-ING I (HBDGM), LTD. ARCHIMEDES FUNDING II, LTD.
BY: ING Capital Advisors LLC, BY: ING Capital Advisors LLC,
as Collateral Manager as Collateral Manager
BY: /s/ Xxxx X. Xxxxxx, CFA BY: /s/ Xxxx X. Xxxxxx, CFA
--------------------------- --------------------------
Name: XXXX X. XXXXXX, CFA Name: XXXX X. XXXXXX, CFA
Title: VICE PRESIDENT Title: VICE PRESIDENT
BALANCED HIGH-YIELD FUND II, LTD. ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: ING Capital Advisors LLC, BY: ING Capital Advisors LLC,
as Asset Manager as Collateral Manager
BY: /s/ Xxxx X. Xxxxxx, CFA BY: /s/ Xxxx X. Xxxxxx, CFA
--------------------------- --------------------------
Name: XXXX X. XXXXXX, CFA Name: XXXX X. XXXXXX, CFA
Title: VICE PRESIDENT Title: VICE PRESIDENT
NAME OF LENDER:
K & H ING-1 LLC
By: /s/ Xxxxx Xxx
------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
NAME OF LENDER:
K & H ING-2 LLC
By: /s/ Xxxxx Xxx
------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
NAME OF LENDER:
K & H ING-3 LLC
By: /s/ Xxxxx Xxx
------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
NAME OF LENDER:
Syndicated Loan Funding Trust,
By: Xxxxxx Commercial Paper Inc net
in its individual capacity but
solely as Asset Manager
By: /s/ Xxxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory.
MAINSTAY VP SERIES FUND, INC., ON BEHALF OF ITS
HIGH YIELD CORPORATE BOND PORTFOLIO
By: MacKay Sheilds LLC
Its: Investment Advisor
By: /s/ Xxxxxx X. Nisi
-------------------
Xxxxxx X. Nisi
General Counsel
WYNDHAM TERM LOAN B: 2,500,000
---------
THE MAINSTAY FUNDS, ON BEHALF OF ITS
HIGH YIELD CORPORATE BOND FUND SERIES
By: MacKay Sheilds LLC
Its: Investment Advisor
By: /s/ Xxxxxx X. Nisi
------------------
Xxxxxx X. Nisi
General Counsel
WYNDHAM TERM LOAN B: 2,500,000
---------
MASSMUTUAL HIGH YIELD PARTNERS II LLC
By: HYP Management, Inc. as Managing Member
By: /s/ Xxxx X. Law
---------------
VICE PRESIDENT
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: Xxxxx Xxxxxx & Company Inc., as Investment
Adviser
By: /s/ Xxxx X. Law
---------------
Xxxx X. Law
MANAGING DIRECTOR
PERSEUS CDO I, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under delegated
authority from Massachusetts Mutual Life Insurance
Company as Portfolio Manager
By: /s/ Xxxx X. law
---------------------------
XXXX X. LAW
MANAGING DIRECTOR
SIMSBURY CLO, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under delegated
authority from Massachusetts Mutual Life Insurance
Company as Collateral Manager
By: /s/ Xxxx X. Law
-----------------------------------
XXXX X. LAW
MANAGING DIRECTOR
NAME OF LENDER:
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.
its General Partner
By: Oak Hill Securities MGP, INC.
its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: Vice President
NAME OF LENDER:
OAK HILL CREDIT PARTNERS I LIMITED
By: Oak Hill CLO Management, LLC
its Investment Manager
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: AUTHORIZED SIGNATORY
NAME OF LENDER:
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, II, L.P.
its General Partner
By: Oak Hill Securities MGP, II, INC.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: Vice President
NAME OF LENDER:
Prospect Street International Fund PCC Ltd.
Prospect International Debt Strategy Funs
By: Prospect Street Strategic Debt Mgt. Co., Inc.
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Preston I: Xxxxxx, Jr
Title: Managing Director
Waiver Signature Page for Wyndham International Inc.
State Street Bank & Trust Company as Trustee
For General Motors, Welfare Benefits Trust
By: /s/ Xxxxxx Blood
---------------------------
Name: Xxxxxx Blood
Title: Assisstant Secretary
Waiver Signature Page for Wyndham International Inc.
State Street Bank & Trust Company at Trustree
For General Motors Employees Global Group
Pension Trust
By: /s/ Xxxxxx Blood
-------------------------
Name: Xxxxxx Blood
Title: Assistant Secretary
NAME OF LENDER
K&H LANGDALE LLC.
By: /s/ Xxxxx Xxx
------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
Stanfeld/RMF Translatlantic CDO Ltd.
By: Stanfeld Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Xxxxxxxxx Arbitrage CDO, Ltd,
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Xxxxxxxxx CLO Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Windsor Loan Funding, Limited
By: Xxxxxxxxx Capital Partners LLC
as its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Partner
Xxxxx Xxx & Farnham Incorporated
As Agent for Keyport Life Insurance Company
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio
Manager
Liberty - Xxxxx Xxx Advisor Floating Rate
Advantage Fund
by Xxxxx Xxx & Farnham Incorporated, as Advisor
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio Manager
SRF 2000 LLC
By: /s/ Xxxxx X. Xxxxxx
----------------------
Name: XXXXX X. XXXXXX
Title: VICE PRESIDENT
SRF TRADING, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Name: XXXXX X. XXXXXX
Title: VICE PRESIDENT
Xxxxx Xxx & Xxxxxxx CLO I Ltd.,
by Xxxxx Xxx & Farnham Incorporated,
As Portfolio Manager
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio Manager
Xxxxx Xxx Floating Rate Limited Liability Company
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Xxxxx Xxx & Farnham Incorporated,
as Advisor to the Xxxxx Xxx Floating Rate
Limited Liability Company
NAME OF LENDER:
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: XXXXXX X. XXXXXX
Title: EXECUTIVE DIRECTOR
NAME OF LENDER:
XXX XXXXXX CLO II, LIMITED
By: XXX XXXXXX MANAGEMENT INC.,
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: XXXXXX X. XXXXXX
Title: EXECUTIVE DIRECTOR
NAME OF LENDER:
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: XXXXXX X. XXXXXX
Title: EXECUTIVE DIRECTOR
DEBT STRATEGIES FUND, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
XXXXXXX XXXXX
AUTHORIZED SIGNATORY
MASTER SENIOR FLOATING RATE TRUST
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
XXXXXXX XXXXX
AUTHORIZED SIGNATORY
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
XXXXXXX X. XXXXX
AUTHORIZED SIGNATORY
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
As Investment Advisor
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
XXXXXXX X. XXXXX
AUTHORIZED SIGNATORY
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------
XXXXXXX XXXXX
AUTHORIZED SIGNATORY
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Xxxxxxx X Xxxxx
------------------------------
XXXXXXX XXXXX
AUTHORIZED SIGNATORY
NAME OF LENDER
XXXXXX XXXXXXX PRIME INCOME TRUST
By: /s/ Xxxxx Xxxxxxx
-------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
Crescent/Mach I Partners, L.B.,
by: TCW Asset Management Company,
its Investment Manager
By: /s/ Xxxx X. Gold
---------------------------
Xxxx X. Gold
Managing Director
NAME OF LENDER
KZH CRESCENT LLC,
By; /s/ Xxxxx Xxx
----------------------------
Name: Xxxxx xxx
Title: Authorized Agent
NAME OF LENDER:
KZH CRESCENT - 2 LLC
By: /s/ Xxxxx Xxx
--------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
NAME OF LENDER:
KZH CRESCENT - 3 LLC
By: /s/ Xxxxx Xxx
--------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
SEQUILS L, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
----------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxxx X. Xxxx
Title: Assistant Vice President
SEQUILS IV, LTD
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
----------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxxx X. Xxxx
Title: Assistant Vice President
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW (XXXX XX), L.L.C.,
as General Partner
By: TCW ASSET MANAGEMENT COMPANY,
as managing member of the General Partner
By: /s/ Xxxx X. Gold
--------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxxx X. Xxxx
Title: Assistant Vice President
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
--------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxxx X. Xxxx
Title: Assistant Vice President
NAME OF LENDER:
CAPTIVA II FINANCE LTD.
By:/s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Director
United Of Omaha Life Insurance Company
By: TCW Asset Management Company,
its Investment Advisor
By: /s/ Xxxx X. Gold
----------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxxx X. Xxxx
----------------------------
Name: Xxxxxxxx X. Xxxx
Title: Assistant Vice President
NAME OF LENDER:
National Bank of Egypt
New York Branch
By: /s/ N. El Kady
------------------------------
Name: Nasser El Kady
Title: General Manager
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
