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Exhibit 10.1
AMENDMENT AND RESTATEMENT
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AMENDMENT AND RESTATEMENT (this "Amendment and Restatement"), dated as
of September 25, 2000, 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"), CHASE SECURITIES INC. ("CSI"), as Lead
Arranger and Book Manager, 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 STEARNS
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:
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WHEREAS, the Borrower, the Lenders, CSI, 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 amend the Credit Agreement as
herein provided; and
WHEREAS, subject to the terms and conditions of this Amendment and
Restatement, the parties hereto agree as follows:
1. The definitions of "Allocation Percentage," "EBITDA," "Equity
Ownership Interest," "Core Assets," "Indebtedness," "Joint Venture," "New
Hotel," "New Hotel Indebtedness," "Reinvestment Deferred Amount," "Reinvestment
Notice," Reinvestment Prepayment Amount," "Reinvestment Prepayment Date,"
"Responsible Officer," "Subsidiary," "Total Adjusted EBITDA" and "Total Cash
Interest Expense" contained in Section 1 of the Credit Agreement are hereby
amended to read in their entirety as follows:
"Allocation Percentage" means (i) with respect to the Borrower or any
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Wholly-Owned Subsidiary of any Borrower, 100% and (ii) for any other Person,
the percentage that the Equity Ownership Interest of such Person held
directly or indirectly by the Borrower represents of the entire Equity
Ownership Interest of such Person; provided, however, that for purposes of
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the calculation of compliance with the Total Leverage Ratio, Senior Secured
Leverage Ratio or Interest Coverage Ratio, the Allocation Percentage with
respect to the Total Indebtedness or Total Cash Interest Expense of Joint
Ventures created or acquired after the First Amendment and Restatement
Effective Date shall be zero (so long as neither the Borrower nor any of its
Subsidiaries makes any
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Investment in any such Joint Venture other than (a) the initial Investment
in such Joint Venture, (b) any Investment in a Joint Venture after giving
effect to which the Borrower's Equity Ownership Interest in such Joint
Venture (direct and indirect) represents 20% or less of the entire Equity
Ownership Interest of such Joint Venture and (c) Investments in a Joint
Venture made pro rata with the other owners of such Joint Venture the sole
purpose of which is to fund Capital Expenditures and operating maintenance
expenses of such Joint Venture).
"Core Assets" means Hotels (or Equity Ownership Interests in Persons
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owning such Hotels) branded as Wyndham Hotels, Wyndham Resorts, Wyndham
Grand Heritage Hotels, Wyndham Luxury Resorts, Summerfield Hotels or Hotels
which will be branded as such within one year after acquisition thereof (so
long as such Hotels are so branded within such time period); provided, that
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notwithstanding anything to the contrary, the Hotels described in Schedule
II and Unrestricted Assets shall not be included in this definition of Core
Assets.
"EBITDA" means for any Person for any period, the net income of such
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Person for such period, plus (a) the sum of the following amounts of such
Person for such period determined in conformity with GAAP to the extent
included in the determination of such net income: (i) depreciation expense,
(ii) amortization expense and all other non-cash expenses and charges, (iii)
interest expense, (iv) income tax expense, (v) extraordinary losses (and
other losses on sales or other dispositions of assets not otherwise included
in extraordinary losses determined in conformity with GAAP), (vi) all
minority interests, including minority interests attributable to the OP
Units and (vii) commencing with the first Fiscal Quarter in 1999, Non-
Recurring Identified Charges, plus (b) cash Dividends actually received by
the Borrower or any Subsidiary of the Borrower (other than Unrestricted
Subsidiaries) from any Unrestricted Subsidiary, less (c) extraordinary gains
of such Person determined in conformity with GAAP to the extent included in
the determination of such net income (and other gains on sales or other
dispositions of assets not otherwise included in extraordinary gains
determined in conformity with GAAP) and equity earnings attributable to all
minority interests, including equity earnings attributable to minority
interests in the OP Units.
"Equity Ownership Interest" means any and all shares, interests,
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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), including partnership interest and limited liability
company membership interest, and any and all warrants, rights or options to
purchase any of the foregoing (excluding Buy/Sell Arrangements so long as
the obligations to purchase the interests in respect thereof are
contingent); provided, that for purposes of the definitions of "Allocation
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Percentage" and "Subsidiary" only, preferred or similar equity or ownership
interests in a Person shall not constitute Equity Ownership Interests to the
extent such interests (A) do not have voting power with respect to such
Person (other than voting power obtained because of an event of default of a
Joint Venture formed in connection with a Permitted Portfolio Transaction),
(B) whether by law, contract or otherwise, do not permit the creditors of
such Person to have recourse against the holders of such interests with
respect to the
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obligations and liabilities of such Person, (C) provide for redemption
either (i) at the option of the holder, whether contingent or otherwise,
(ii) at the option of the issuer, whether contingent or otherwise, or (iii)
upon the occurrence of a certain event or condition (including, without
limitation, the passage of time) and (D) are not exchangeable for or
convertible into other equity interests except those which also satisfy the
criteria set forth in clauses (A), (B) and (C) above.
"Indebtedness" means as to any Person, without duplication, (i) all
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indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of any asset
(including Forward Purchase Obligations but excluding Contingent Purchase
Obligations) or services; (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), (vii) or (viii)
of this definition secured by any Lien on any asset owned by such Person,
whether or not such Indebtedness has been assumed by such Person (it being
understood and agreed that (x) the amount of such Indebtedness under this
clause (iii) shall be deemed to be the lesser of the fair market value (as
determined in the reasonable judgment of the Borrower) of such asset and the
principal amount of such Indebtedness and (y) any Indebtedness of a Joint
venture created or acquired in connection with a Permitted Portfolio
Transaction, whose equity or other ownership interests are pledged by the
Borrower or any of its Subsidiaries, shall not be included as Indebtedness
under this clause (iii) so long as such Indebtedness is not recourse to the
Borrower or any of its Subsidiaries), (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
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similar obligations, (vi) all Guarantee Obligations of such Person, (vii)
solely for purposes of Sections 6.03 and 7.04, all net exposure of
Derivative Obligations, including obligations under any Interest Rate
Protection Agreement, Other Hedging Agreements or under any similar type of
agreement or arrangement calculated in accordance with GAAP and (viii) Net
Rental Payments; provided, that Indebtedness shall not include (a) trade
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payables incurred in the ordinary course of business, (b) except to the
extent covered by clause (viii) above, operating lease obligations
(including, without limitation, the lessee's obligations under (i) the
Existing Operating Leases and the Permitted Sale/Leaseback Transactions and
(ii) any other operating lease pursuant to which the Borrower, or any of its
Subsidiaries or Joint Ventures, as lessee, leases all or any portion of a
Hotel from the holder of an ownership or leasehold interest in such Hotel,
as lessor), (c) short term notes evidencing earnest money deposits until
delivered to the payee and (d) at the time of determination of outstanding
Indebtedness at any time, the aggregate amount of Forward Purchase
Obligations not in excess of $400,000,000 then outstanding.
"Joint Venture" means with respect to any Person, at any date, any
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other Person in whom such Person directly or indirectly holds an Investment,
and whose financial results would not be consolidated under GAAP with the
financial results of such Person on the consolidated financial statements of
such Person, if such statements were prepared as of such date; provided that
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(a) any Joint Venture of a Person which is an Unrestricted Subsidiary shall
not be treated as a Joint Venture hereunder for so long as such Person is
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an Unrestricted Subsidiary and (b) no Person shall be considered a Joint
Venture solely because such Person is characterized as a partnership for tax
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purposes.
"New Hotel" means any Hotel owned by the Borrower, its Subsidiaries or
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Joint Ventures which (i) is being or has been newly constructed, or
substantially refurbished or rebuilt (so long as any such Hotel is or was
substantially closed while being refurbished or rebuilt) or (ii) has been
acquired by the Borrower or any of its Subsidiaries and will be converted to
a Core Asset; provided that any New Hotel shall cease to be treated as a New
Hotel from and after the earlier of (x) the first day of the Fiscal Quarter
occurring after 18 months from the date (a) such New Hotel opened or re-
opened for business (in the case of clause (i) above) or (b) the conversion
process begins (in the case of clause (ii) above) and (y) the Fiscal Quarter
in which the ratio of Total Adjusted EBITDA to Total Cash Interest Expense
attributable to such New Hotel equals or exceeds the Interest Coverage Ratio
required to be exceeded by the Borrower under Section 6.01(c) for the most
recent Fiscal Quarter.
"New Hotel Indebtedness" means, with respect to any New Hotel, the sum
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of (a) all Indebtedness either secured by such New Hotel or incurred to
finance the construction, acquisition, refurbishment, conversion to a Core
Asset or rebuilding of such New Hotel and (b) all other cash outlays in
respect of the construction, acquisition, refurbishment, conversion to a
Core Assets or rebuilding of such New Hotel; provided, that the interest
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rate associated with any amounts under this clause (b) shall be deemed to be
the interest rate which would have been applicable to Revolving Loans which
are Eurodollar Loans having an Interest Period of three months determined on
the first day of the then most recently ended Fiscal Quarter.
"Reinvestment Deferred Amount" means with respect to any Reinvestment
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Event, the aggregate Net Cash Proceeds received by the Borrower or any of
its Subsidiaries in connection therewith that (i) if a Reinvestment Notice
as described in clause (i) of the definition thereof has been given, are not
applied pursuant to Section 2.11 as a result of the delivery of a
Reinvestment Notice, and (ii) if a Reinvestment Notice as described in
clause (ii) of the definition thereof has been given, are intended to be
applied pursuant to Section 2.11 (d)(i) as a result of the delivery of a
Reinvestment Notice.
"Reinvestment Notice" means a written notice executed by a Responsible
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Officer stating that (i) no Event of Default has occurred and is continuing
and that the Borrower (directly or indirectly through a Subsidiary or a
Joint Venture) intends and expects to use all or a specified portion of the
Net Cash Proceeds of a Reinvestment Event to acquire assets useful in its
business, (ii) the Borrower intends to use all or a specified portion of the
Net Cash Proceeds of a Reinvestment Event to repay outstanding Indebtedness
in accordance with the priorities set forth in Section 2.11(d), and/or (iii)
with respect to any Exchange described in Section 6.05(c)(iii), after
repayment of any Indebtedness (other than Indebtedness of the Lenders
pursuant to this Agreement) which is secured by any of the respective assets
which were the subject of such Exchange, including any premium, make-whole
or breakage amount related thereto, the Net Cash Proceeds thereof will be
zero; provided that any Reinvestment Notice stating the intention described
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in clause (i)
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above may be rescinded at any time prior to the Reinvestment Prepayment Date
if it is replaced with a Reinvestment Notice stating the intention described
in clause (ii) above.
"Reinvestment Prepayment Amount" means with respect to any Reinvestment
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Event, the Reinvestment Deferred Amount relating thereto less any amount
expended or irrevocably committed pursuant to a binding agreement, prior to
the relevant Reinvestment Prepayment Date, to acquire assets useful in the
Borrower's business, provided that such acquisition made with the Net Cash
Proceeds of Dispositions of Core Assets shall be made in Hotels constituting
Core Assets or to acquire the Equity Ownership Interest of a Subsidiary
which owns a Hotel or Hotels constituting Core Assets.
"Reinvestment Prepayment Date" means with respect to any Reinvestment
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Event, (i) if a Reinvestment Notice as described in clause (i) of the
definition thereof has been given, the date occurring twelve months after
such Reinvestment Event (plus an additional six months in the case of an
Asset Disposition or an Exchange of Non-Core Assets for Net Cash Proceeds of
$50,000,000 or greater), and (ii) if a Reinvestment Notice as described in
clause (ii) of the definition thereof has been given, the date occurring
five Business Days after the later of (x) the date of such Reinvestment
Event, and (y) the date on which such Reinvestment Notice as described in
clause (ii) of the definition thereof was given.
"Responsible Officer" means the chief executive officer, president,
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chief financial officer or treasurer of the Borrower, but in any event, with
respect to financial matters, the chief financial officer, president or the
treasurer of the Borrower.
"Subsidiary" means as to any person, (i) any corporation more than 50%
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of whose stock of any class or classes 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 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 Ownership Interest at the time. Notwithstanding the foregoing, no
Unrestricted Subsidiary shall be considered a Subsidiary of the Borrower or
its Subsidiaries for purposes of this Agreement.
"Total Adjusted EBITDA" means, for any period without duplication, (i)
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the product of (a) EBITDA of the Borrower and its Subsidiaries and Joint
Ventures all on a combined basis in accordance with GAAP for such period (b)
multiplied, in the case of each such Person, by the Allocation Percentage
applicable to such Person, plus (ii) the amount of Approved Procurement
Savings set forth on Schedule I for the Test Period ended on the date set
forth thereon; provided that for the purposes of the calculation of
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compliance with the Total Leverage Ratio, Senior Secured Leverage Ratio and
Interest Coverage Ratio, (x) EBITDA of the Borrower and its Subsidiaries in
clause (i)(a) above for the Test Period ending September 30, 2000 shall also
include the difference (whether negative or positive) between (I) any
selling, general and administrative expenses for such
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Test Period and (II) any selling, general and administrative expenses
incurred during the last three Fiscal Quarters of such Test Period
multiplied by 4/3, in each case as such selling, general and administrative
expenses are determined in accordance with GAAP and (y) EBITDA of Joint
Ventures created or acquired after the First Amendment and Restatement
Effective Date included in clause (i)(a) above shall be reduced (but not to
an amount less than zero) by the Allocation Percentage of any permanent
principal payment of Indebtedness and payments of cash interest made during
the period for which EBITDA was calculated; provided further that for the
purposes of the calculation of the Interest Coverage Ratio, EBITDA of Joint
Ventures created or acquired after the First Amendment and Restatement
Effective Date included in clause (i)(a) above shall be reduced by the
Allocation Percentage of cash interest income received by such Person during
the period of calculation thereof.
"Total Cash Interest Expense" means the sum of the total cash interest
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expense in respect of Total Indebtedness for such period determined in
conformity with GAAP (excluding interest capitalized in accordance with
GAAP, amortization of deferred financing costs and other non-cash charges
and expenses) minus cash interest income; provided there shall be excluded
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from Total Cash Interest Expense the cash interest expense (not to exceed
$20 million for any applicable period of calculation) attributable to New
Hotel Indebtedness.
2. Section 1 of the Credit Agreement is hereby further amended by
inserting therein the following new defined terms in appropriate alphabetical
order:
"Cash Consideration" means, with respect to any Exchange or Asset
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Disposition, cash, Cash Equivalents, the assumption or retirement of
Indebtedness with respect to the asset or property subject to such Exchange
or Asset Disposition, or any combination of the foregoing.
"Designated Joint Venture Assets" means any assets, property or Equity
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Ownership Interest purchased or acquired by the Borrower or any of its
Subsidiaries and designated as "Designated Joint Venture Assets" by the
Borrower by providing a Notice of Designation to the Administrative Agent at
the time of the purchase or acquisition stating the Borrower (i) intends to
convey, sell, convert or otherwise transfer such asset, property or Equity
Ownership Interest to a Joint Venture within six months of such purchase or
acquisition and (ii) the estimated percentage Equity Ownership Interest the
Borrower will hold directly or indirectly in the Joint Venture after giving
effect to such conveyance, sale, conversion or transfer of such assets,
property or Equity Ownership Interest to such Joint Venture.
"Developmental Lease Property" means any property consisting of land
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and improvements thereon in the Hospitality/Leisure Related Businesses owned
and developed by a Person other than the Borrower or any of its Subsidiaries
or Joint Ventures for use by the Borrower and/or its Subsidiaries.
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"Developmental Lease Subsidiary" means a Subsidiary of the Borrower
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(created on or after the First Amendment and Restatement Effective Date)
which is not a Subsidiary Guarantor and whose assets shall consist solely of
leasehold interests and personal property in connection with the operation
of such leasehold interests.
"Developmental Lease Transaction" means any transaction in which a
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Developmental Lease Subsidiary, as a lessee, enters into a lease agreement
to manage and/or operate a Developmental Lease Property.
"Existing Operating Leases" means the operating leases set forth on
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Schedule A attached to the First Amendment and Restatement.
"First Amendment and Restatement" means the Amendment and Restatement
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to this Agreement, dated as of September 25, 2000.
"First Amendment and Restatement Effective Date" means the First
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Amendment and Restatement Effective Date as defined in the First Amendment
and Restatement.
"Net Rental Payments" means the difference between (A) Rental Payments
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and (B) any cash deposits or interest reserve made (or letter of credit
support provided or caused to be provided) by the Borrower or any of its
Subsidiaries, in each case in connection with any lease agreement entered
into with respect to any Specified Developmental Lease Transactions;
provided that in no event shall Net Rental Payments in connection with any
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lease agreement entered into in connection with any Specified Developmental
Lease Transaction be less than, on any date, the scheduled payments to be
made by the Borrower and its Subsidiaries in the one year period following
such date under such lease agreement.
"Notice of Designation" shall mean a notice duly executed by a
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Responsible Officer of the Borrower listing the requirements set forth in
the definition of Designated Joint Venture Assets.
"Permitted Mezzanine Investment Entity" shall mean any Person (other
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than any Unrestricted Subsidiary) in which the Borrower or any of its
Subsidiaries makes an Investment in the form of a loan, so long as the
Borrower or its Subsidiary is (or will be immediately after the making of
such liNestment) party to a Management Agreement or Franchise Agreement with
respect to an asset owned by such entity on market terms as reasonably
determined by the Borrower.
"Permitted Portfolio Transaction" means a transaction or series of
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related transactions between the Borrower and/or its Subsidiaries, on the
one hand, and one other Person and/or any affiliates or group of parties
related to such Person, on the other hand, designated in writing by the
Borrower to the Administrative Agent as the "Permitted Portfolio
Transaction," in connection with any Asset Dispositions, contributions by
the Borrower or any of its Subsidiaries to Joint Ventures of the Borrower or
any of its Subsidiaries (whether existing or created as a result of such
contributions), or Exchanges described in Section 6.05(c) or any combination
thereof with respect to no more than the 45
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properties (including any Equity Ownership Interests in Subsidiaries or
Joint Ventures owning such properties); provided, however, that (i) the
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"Permitted Portfolio Transaction" shall consist primarily of Non-Core Assets
(it being understood and agreed that in no event shall the Permitted
Portfolio Transaction include more than eight Core Assets), (ii) the
Borrower and its Subsidiaries shall be in compliance with the covenants
contained in Section 6.01 on a Pro Forma Basis, (iii) the Net Cash Proceeds
of any portion of the "Permitted Portfolio Transaction" constituting an
Asset Disposition or contributions by the Borrower or any of its
Subsidiaries to any Joint Ventures of the Borrower or any of its
Subsidiaries (whether existing or created as a result of such contributions)
shall be applied within ten Business Days of each closing to repay
outstanding Increasing Rate Term Loans (which on the initial closing of the
Permitted Portfolio Transaction shall be so repaid by an amount at least
equal to $125,000,000), (iv) the aggregate fair market value of the assets
disposed of by the Borrower and its Subsidiaries pursuant to the Permitted
Portfolio Transaction (as determined by the senior management of the
Borrower) shall not exceed $1,500,000,000, (v) the consideration (taken as a
whole for the entire Permitted Portfolio Transaction) received by the
Borrower and its Subsidiaries in respect of the Permitted Portfolio
Transaction (excluding the portion thereof consisting of like-kind exchanges
pursuant to and in compliance with Section 1031 of the Code) shall consist
of at least 70% Cash Consideration, (vi) except as otherwise permitted in
the Agreement, as to assets which are not disposed of pursuant to the
Permitted Portfolio Transaction, the status of such assets (e.g., Core Asset
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v. Non-Core Asset) shall not be changed in connection therewith or as a
result thereof, and the location of such asset within the Borrower's capital
structure (e.g., whether such asset is owned by the Borrower or one of its
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Subsidiaries, and in the case of a Subsidiary whether such Subsidiary is a
Subsidiary Guarantor) shall not be changed in connection therewith or as a
result thereof, (vii) all or substantially all of the assets received in
connection with like-kind exchanges pursuant to and in compliance with
Section 1031 of the Code shall be used only for hotel and hotel-related
purposes (which term, for this purpose, shall exclude free-standing retail,
golf, tennis, spa and other resort amenities), (viii) the aggregate
Investments (net of Investment Returns) in Joint Ventures made or retained
by the Borrower and its Subsidiaries pursuant to the Permitted Portfolio
Transaction shall not exceed $250,000,000 (it being understood and agreed
that Investments in Joint Ventures in excess of $250,000,000 shall be
permitted to the extent permitted by Section 6.06(g), with any excess
Investments over $250,000,000 to count against the baskets set forth in such
Section 6.06(g)), (ix) no Change of Control shall arise as a result of such
transaction, (x) except as otherwise provided in Agreement, no Dividends
shall be paid in connection with such transaction, and in connection with
such transaction neither the Borrower nor any of its Subsidiaries shall
become obligated to pay any Dividends in the future, in each case except for
Dividends expressly permitted to be paid under Section 6.07, (xi) no
Unrestricted Subsidiaries shall be created, acquired or invested in
connection with such transaction, and (xii) neither the definition of
"Permitted Sale/Leaseback Transactions" nor Section 6.05(i) shall be deemed
modified by this definition or by Section 6.17.
"Permitted Sale/Leaseback Transactions" means any sale and leaseback
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transaction in respect of properties set forth on Schedule B attached to the
First Amendment and
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Restatement, together with any improvements, fixtures or personal property
related to and located in or on such properties.
"Rental Payments" means, on any date, the sum of the budgeted rental
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payments (not to include reimbursement for taxes, operating expenses or
indemnification or other similar third party expenses) to be made by the
Borrower and its Subsidiaries in the two year period following such date
under lease agreements in connection with the Developmental Lease
Transactions.
"Sale/Leaseback Subsidiary" means a Subsidiary of the Borrower (whether
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existing on or after the First Amendment and Restatement Effective Date)
whose assets consists solely of the assets held in connection with the
Permitted Sale/Leaseback Transactions.
"Sliver Equity Investment" shall mean any Person in which the Borrower
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owns, directly or indirectly, an Equity Ownership Interest, equal to 20% or
less of the aggregate Equity Ownership Interest of such Person.
"Specified Developmental Lease Transaction" means any Developmental
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Lease Transaction in which the Borrower or any Subsidiary Guarantor has
guaranteed the obligations of a Developmental Lease Subsidiary in connection
with such Developmental Lease Transaction.
"Timeshare Development Transaction" means any sale by the Borrower or
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any of its Subsidiaries or Joint Ventures of Unimproved Land which will be
developed by the purchaser thereof (in which the Borrower may have or make
an Investment, to the extent permitted hereunder) as a timeshare project.
"Unimproved Land" means any land which does not contain any
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improvements other than infrastructure improvements.
3. Section 2.02(c) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(c) The aggregate principal amount of each Borrowing under a Facility
shall not be less than the Minimum Borrowing Amount for such Facility.
Borrowings of more than one Type and Class may be outstanding at the same
time; provided that there shall not at any time be more than a total of
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twenty Eurodollar Borrowings outstanding.
4. Section 2.04(a) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(a) Subject to the terms and conditions set forth herein, the Swingline
Lender in its individual capacity agrees to make a revolving loan or
revolving loans (each a "Swingline Loan and collectively, the "Swingline
Loans") to the Borrower at any time and from time to time on and after the
Effective Date and prior to the Swingline Expiry Date, in an aggregate
principal amount at any time outstanding that will not result in (i)
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the aggregate principal amount of outstanding Swingline Loans exceeding
$20,000,000 or (ii) the sum of the total Revolving Extensions of Credit
exceeding the total Revolving Commitments; provided that the Swingline
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Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Swingline Loans.
5. Section 2.05(b) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(b) Notice of Issuance. Amendment, Renewal, Extension. Certain
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Conditions. To request the issuance of a Letter of Credit (or the amendment,
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renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the
Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply
with paragraph (c) of this Section), the amount of such Letter of Credit,
the name and address of the beneficiary thereof and such other information
as shall be necessary to prepare, amend, renew or extend such Letter of
Credit. If requested by the Issuing Bank, the Borrower also shall submit a
letter of credit application on the Issuing Bank's standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall
be issued, amended, renewed or extended only if (and each request for the
issuance, amendment, renewal or extension of each Letter of Credit by
Borrower shall be deemed to be a representation and warranty that), after
giving effect to such issuance, amendment, renewal or extension (i) the LC
Obligations shall not exceed $75,000,000 and (ii) the sum of the Total
Revolving Extensions of Credit shall not exceed the Total Revolving
Commitment.
6. Section 2.09(d) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(d) The Borrower may on one occasion at any time not later than twelve
months prior to the Revolving Loan Maturity Date, by written notice to the
Administrative Agent (which shall promptly deliver a copy to each of the
Revolving Lenders), request that the Total Revolving Commitment be increased
by an amount not in excess of $300,000,000. Such notice shall set forth the
amount of the requested increase in the Total Revolving Commitment and the
date on which such increase is requested to become effective (which shall be
not less than 30 days or more than 90 days after the date of such notice),
and shall offer each Revolving Lender the opportunity to increase its
Revolving Commitment by its Applicable Percentage of the proposed increased
amount. Each Revolving Lender shall, by notice to the Borrower and the
Administrative Agent given not more than 30 days after the date of the
Borrower's request, either agree to increase its Revolving Commitment by all
or a portion of the offered amount (each Lender so agreeing
10
<PAGE>
being an "Increasing Lender") or decline to increase its Revolving
Commitment (and any Revolving Lender that does not deliver such a notice
within such period of 30 days shall be deemed to have declined to increase
its Revolving Commitment) (each Revolving Lender so declining or deemed to
have declined being a "Non-Increasing Lender"). In the event that, on the
30th day after the Borrower shall have delivered a request pursuant to the
first sentence of this paragraph, the Revolving Lenders shall have agreed
pursuant to the preceding sentence to increase their Revolving Commitments
by an aggregate amount less than the increase in the Total Revolving
Commitment requested by the Borrower, the Administrative Agent may arrange
for one or more banks or other financial institutions (any such bank or
other financial institution being called an "Augmenting Lender"), which may
include any Revolving Lender or Term Lender, to extend a Revolving
Commitment or increase its existing Revolving Commitment in an aggregate
amount equal to the unsubscribed amount, provided that each Augmenting
--------
Lender, if not already a Lender hereunder, shall be subject to the approval
of the Borrower and the Administrative Agent (which approvals shall not be
unreasonably withheld) and each Augmenting Lender shall execute all such
documentation as the Administrative Agent shall specify to evidence its
Commitment and its status as a Lender hereunder provided further that if the
-------- -------
aggregate amount of the increase in Total Revolving Commitments, after
giving effect to the additional commitments of Increasing Lenders and
Augmenting Lenders, is less than the increase in Total Revolving Commitments
requested by the Borrower, the Borrower may accept such lesser increase.
Increased and new Revolving Commitments created pursuant to this clause (d)
shall become effective on the date specified in the request delivered by the
Borrower pursuant to the first sentence of this paragraph. Notwithstanding
the foregoing, no increase in the Total Revolving Commitment (or in the
Revolving Commitment of any Revolving Lender) shall become effective under
this paragraph unless, (i) on the date of such increase, the conditions set
forth in paragraph (a) and (b) of Section 4.02 shall be satisfied (with all
references in such paragraphs to a Borrowing being deemed to be references
to such increase) and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by a member of
senior management of the Borrower and (ii) the Administrative Agent shall
have received (with sufficient copies for each of the Revolving Lenders)
documents consistent with those delivered on the Effective Date under clause
(1) of Section 4.01 as to the Company's power to borrow hereunder after
giving effect to such increase; and
7. Section 2.11(d) of the Credit Agreement is hereby amended by
inserting the following new paragraph at the end thereof:
Notwithstanding the above, if any Increasing Rate Term Loans remain
outstanding at the time of the receipt of Net Cash Proceeds from an Asset
Disposition or a contribution by the Borrower or any of its Subsidiaries to
a Joint Venture of the Borrower or any of its Subsidiaries (other than a
Disposition of less than 100% of the Borrower's or any of its Subsidiaries
Equity Ownership Interest or other interest in a Designated Joint Venture
Asset) of (A) Non-Core Assets or (B) Core Assets to a Joint Venture of the
Borrower or any of its Subsidiaries, a prepayment in an amount equal to (i)
in the case of clause (A) above, (I) 50% of the first $400,000,000 per
fiscal year of the Borrower of such Net Cash Proceeds from such Asset
Dispositions and contributions (which shall only
11
<PAGE>
include Asset Dispositions and contributions consummated after the First
Amendment and Restatement Effective Date), and (II) 100% of any Net Cash
Proceeds above $400,000,000 in any fiscal year of the Borrower from such
Asset Dispositions and contributions (which shall only include Asset
Dispositions and contributions consummated after the First Amendment and
Restatement Effective Date), and (ii) in the case of clause (B) above, 100%
of such Net Cash Proceeds from such Asset Dispositions and contributions
shall be applied within five Business Days after receipt thereof to repay
the Increasing Rate Term Loans. Notwithstanding the foregoing, (a) the
$400,000,000 in clause (i) of the immediately preceding sentence shall be
reduced by the Net Cash Proceeds, if any, of any Exchanges made during the
period of determination and (b) the Net Cash Proceeds not subject to clause
(I) of such sentence shall be subject to a Reinvestment Notice and related
requirements.
8. Section 5.02(b) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(b) as soon as available, but in any event not later than 55 days after
the end of each of the first three quarterly periods of each fiscal year of
the Borrower and 100 days after the end of each fiscal year of the Borrower,
(i) a certificate of a Responsible Officer stating that, to the best of each
such Responsible Officer's knowledge, each Loan Party during such period has
observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Agreement and the other Loan
Documents to which it is a party to be observed, performed or satisfied by
it, and that such Responsible Officer has obtained no knowledge of any
Default or Event of Default except as specified in such certificate and (ii)
in the case of quarterly or annual financial statements, (x) beginning with
the Compliance Certificate for the Fiscal Quarter ending September 30, 1999,
a Compliance Certificate containing all information and calculations
necessary for determining compliance by the Borrower and its Subsidiaries
with the provisions of this Agreement referred to therein as of the last day
of the Fiscal Quarter or fiscal year of the Borrower, as the case may be and
(y) to the extent not previously disclosed to the Administrative Agent
pursuant to this clause (b), a listing of each new Subsidiary of any Loan
Party acquired or created by any Loan Party since the date of the most
recent list delivered pursuant to this clause (b) (or, in the case of the
first such list so delivered, since the Effective Date);
9. Section 5.02(e) of the Credit Agreement is hereby amended to read
in its entirety as follows :
(e) within 10 days after the receipt thereof by the Borrower, a copy of
any "management letter" addressed to the board of directors of the
Borrower or any of its Subsidiaries from its certified public accountants
and any internal control memoranda relating thereto;
10. Section 5.10(b) of the Credit Agreement is hereby amended to read
in its entirety as follows:
12
<PAGE>
(b) With respect to any new Subsidiary (other than an Excluded Foreign
Subsidiary) created or acquired after the Effective Date by the Borrower or
its Subsidiaries (which, for the purposes of this paragraph (b), shall
include any existing Subsidiary that ceases to be an Excluded Foreign
Subsidiary), shall promptly (and in any event within 45 days) (unless the
Administrative Agent otherwise consents, in its reasonable discretion, based
on the economic or other burdens of effecting the following) (i) execute and
deliver to the Administrative Agent such amendments to the Security
Documents as the Administrative Agent deems necessary or advisable to grant
to the Administrative Agent, for the benefit of the Lenders, a perfected
first priority security interest in the Equity Ownership Interest of such
new Subsidiary that is owned by the Borrower or any of its Subsidiaries,
(ii) to the extent such ownership interest is evidenced by certificated
capital stock, deliver to the Administrative Agent the certificates
representing such together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of the Borrower or such Subsidiary,
as the case may be and (iii) cause such new Subsidiary (A) to become a party
to the Guaranty and Collateral Agreement, (B) to take such actions necessary
or advisable to grant to the Administrative Agent for the benefit of the
Lenders a perfected first priority security interest in the Collateral
described in the Guaranty and Collateral Agreement with respect to such new
Subsidiary, including the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Guaranty and
Collateral Agreement or by law or as may be requested by the Administrative
Agent and (C) to deliver to the Collateral Agent a certificate of such
Subsidiary, substantially in the form of Exhibit H to the Guaranty and
Collateral Agreement, with appropriate insertions and attachments. With
respect to any new Joint Venture created or acquired after the Effective
Date by the Borrower or any Subsidiary Guarantor, the actions described in
clauses (i) and (ii) above shall be taken as if such Joint Venture were a
Subsidiary and none of the actions described in clause (iii) above shall be
required to be taken. Notwithstanding the foregoing provisions of this
paragraph (b), none of the actions described in clauses (i), (ii) and (iii)
above shall be required to be taken with respect to any Subsidiaries and
Joint Ventures financed pursuant to Section 6.02(e) or with respect to
Special Purpose Subsidiaries, Developmental Lease Subsidiaries or
Sale/Leaseback Subsidiaries.
11. Section 6.01(c) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(c) Interest Coverage Ratio. Permit the Interest Coverage Ratio to be
-----------------------
less than (w) for any Test Period ending after June 30, 2000 and on or prior
to December 31, 2002, 1.75 to 1.00, (x) for any Test Period ending after
December 31, 2002 and on or prior to December 31, 2003, 1.85 to 1.00, (y)
for any Test Period ending after December 31, 2003 and on or prior to
December 31, 2004, 1.95 to 1.00 and (z) for any Test Period ending after
December 31, 2004, 2.10 to 1.00.
12. Section 6.05(c) of the Credit Agreement is hereby amended to
read in its entirety as follows:
13
<PAGE>
(c) the following Dispositions (collectively "Exchanges") shall be
permitted: (i) like-kind exchanges pursuant to and in compliance with
Section 1031 of the Code (with any Net Cash Proceeds received in connection
therewith not subject to a Reinvestment Notice to be applied as required
under Section 2.11), (ii) a simultaneous exchange of assets for assets (with
any Net Cash Proceeds received in connection therewith not subject to a
Reinvestment Notice to be applied as required under Section 2.11) and (iii)
Dispositions of Non-Core Assets and Core Assets, for an amount equal to at
least the fair market value thereof (determined in good faith by the senior
management of the Borrower), for at least 75% Cash Consideration (other than
in connection with a Timeshare Development Transaction, the Disposition of
which shall not be subject to such limitation), provided that (A) within 10
-------- ----
days after the date of consummation of any Exchange, the Borrower shall
deliver a Reinvestment Notice with respect thereto and any Reinvestment
Prepayment Amount in respect thereof is applied as required under Section
2.11 and (B) all Net Cash Proceeds of Exchanges resulting from Dispositions
of Core Assets shall be reinvested in Core Assets;
13. Section 6.05(d) of the Credit Agreement is hereby amended by (i)
deleting the phrase "cash consideration" appearing therein and (ii) inserting in
lieu thereof the phrase "Cash Consideration (other than in connection with a
Timeshare Development Transaction, the Disposition of which shall not be subject
to such limitation)".
14. Section 6.05 of the Credit Agreement is hereby further amended by
(i) deleting the word "and" contained at the end of clause (g) thereof, (ii)
deleting the period appearing at the end of clause (h) thereof and inserting ";
and" in lieu thereof and (iii) inserting therein immediately following clause
(h) thereof the following new clause (i):
"(i) the Permitted Sale/Leaseback Transactions."
15. Section 6.06(g) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(g) Investments (net of Investment Returns) by the Borrower and its
Subsidiaries in any Person that, prior to, or after giving effect to, such
Investment, is a Joint Venture or a Permitted Mezzanine Investment, (i)
existing on the First Amendment and Restatement Effective Date and (ii) from
and after the First Amendment and Restatement Effective Date in an aggregate
amount, when added to the amount of Designated Joint Venture Assets (which
for the purposes of calculating the value of any Equity Ownership Interest
in such assets owned by the Borrower or any of its Subsidiaries shall be the
estimated percentage Equity Ownership Interest for such asset referred to in
the applicable Notice of Designation; provided that on the earlier of (A)
the closing of the conveyance, sale, conversion or transfer of such assets
referred to in such Notice of Designation or (B) six months after the date
of such Notice of Designation, the Equity Ownership Interest in such assets
shall be the actual Equity Ownership Interest owned in such assets at the
time thereof) acquired, not to exceed (x) so long as Increasing Rate Term
Loans remain outstanding, $200,000,000 at any time outstanding (of which
$60,000,000 may be in Joint Ventures other than Sliver Equity Investments)
and (y) on
14
<PAGE>
the first day of the Fiscal Quarter in which the Increasing Rate Terms Loans
are repaid in full, $300,000,000 at any time outstanding (of which
$90,000,000 may be in Joint Ventures other than Sliver Equity Investments),
which amounts shall be increased to $400,000,000 and $120,000,000,
respectively on the first anniversary of the first day of the Fiscal Quarter
in which the Increasing Rate Returns Loans were repaid in full and
$500,000,000 and $150,000,000 respectively, on the second anniversary of the
first day of the Fiscal Quarter in which the Increasing Rate Terms Loans
were repaid in full and thereafter; provided that in the case of Joint
-------- ----
Ventures acquired with Indebtedness described in Section 6.02(e), the net
amount (net of Investment Returns relating to Investments made or acquired
pursuant to this Clause (g)) of such Investments (when added to the
Investments in Subsidiaries described in the proviso in (f) above) shall not
exceed $150,000,000 at any time;
16. Section 6.08(a) of the Credit Agreement is hereby amended by (i)
deleting the phrase "or Indebtedness under the Increasing Rate Term Loan
Facility" appearing therein and (ii) deleting the phrase "and pursuant to
mandatory prepayment provisions contained in the Increasing Rate Term Loan
Facility (and as expressly permitted in this Agreement)" appearing therein.
17. Section 6.10 of the Credit Agreement is hereby amended by (i)
deleting in its entirety clause (v) contained therein and (ii) inserting the
following new clause (v) in lieu
thereof:
"(v) any restrictions with respect to (I) a Special Purpose Subsidiary
imposed pursuant to the documents governing the related securitization or
financing, (II) a Developmental Lease Subsidiary imposed pursuant to the
documents governing such Developmental Lease Transaction (Ill) a
Sale/Leaseback Subsidiary imposed pursuant to the documents governing such
Permitted Sale/Leaseback Transaction and (IV) the lessee or tenant under
Existing Operating Leases."
18. Section 6.12 of the Credit Agreement is hereby amended by (i)
deleting in its entirety clause (f) contained therein and (ii) inserting the
following new clause (f) in lieu
thereof:
"(f) any restrictions with respect to (I) a Special Purpose Subsidiary
imposed pursuant to the documents governing the related securitization or
financing, (II) a Developmental Lease Subsidiary imposed pursuant to the
documents governing such Developmental Lease Transaction, (III) a
Sale/Leaseback Subsidiary imposed pursuant to the documents governing such
Permitted Sale/Leaseback Transaction and (IV) the lessee or tenant under the
Existing Operating Leases."
19. Section 6 of the Credit Agreement is hereby further amended by
inserting at the end thereof the following new Section 6.16 and Section 6.17:
"Section 6.16 Developmental Lease Transactions. Enter into any
---------------------------------------------
Developmental Lease Transaction, provided, that any Developmental Lease
--------
Transaction may be entered
15
<PAGE>
into if, at the time of the entering into such transaction (and after giving
effect thereto), the aggregate amount of budgeted rental payments (not to
include reimbursement for taxes, operating expenses or indemnification or
other similar third party expenses) under all Developmental Lease
Transactions then in effect for the twelve month period commencing on the
first day of the immediately following month shall not exceed (i)
$15,000,000 at all times during the fiscal year ending December 31, 2001 and
(ii) $20,000,000 at all times during any fiscal year thereafter.
Section 6.17 Permitted Portfolio Transaction. Notwithstanding anything
-------------------------------
to the contrary in this Agreement (but subject to the terms and conditions
set forth below and in the definition of "Permitted Portfolio Transaction"),
the Borrower and its Subsidiaries shall be permitted to enter into the
Permitted Portfolio Transaction so long as (a) the Net Cash Proceeds of any
portion of the Permitted Portfolio Transaction constituting an Asset
Disposition or contributions by the Borrower or any of its Subsidiaries to
Joint Ventures of the Borrower or any of its Subsidiaries (whether existing
or created as a result of such contributions) shall be applied within ten
Business Days of each closing to repay the outstanding Indebtedness of the
Borrower in the following manner: (i) first, to repay Increasing Rate Term
-----
Loans (which on the initial closing date of the Permitted Portfolio
Transaction shall be so repaid by an amount at least equal to $125,000,000)
and (ii) second, to the extent that the Increasing Rate Loans are all repaid
------
in full, in accordance with the priorities set forth in Section 2.11(d); and
(b) the consideration therefor shall be equal to at least the fair market
value thereof as determined by the senior management of the Borrower. It is
understood and agreed that, with respect to Investments in connection with
the Permitted Portfolio Transaction, such Investments shall be permitted
under Section 6.06(g), except that any Dollar limitations, thresholds or
restrictions or similar baskets set forth in Section 6.06(g) shall, after
the consummation of such Permitted Portfolio Transaction, be calculated
without giving effect to such Investments as if such Permitted Portfolio
Transaction had not occurred."
20. Section 9.01(a) of the Credit Agreement is hereby amended to read
in its entirety as follows:
(a) if to the Borrower, to it at 1950 Stemmons Freeway, Suite 6001,
Dallas, Texas 75207, Attention Chief Financial Officer (Telecopy No. (214)-
863-1527) and Treasurer (Telecopy (214) 863-1669);
21. Annex A to the Credit Agreement is hereby amended by inserting
the following new paragraph at the end thereof:
In addition to the foregoing, (i) as long as Increasing Rate Term Loans in
an aggregate amount of less than or equal to $325,000,000 are outstanding,
the above Applicable Margin for Term Loans shall be increased by .25% and
(ii) as long as Increasing Rate Term Loans in an aggregate amount greater
than $325,000,000 are outstanding, the above Applicable Margin for Term
Loans shall be increased by .50%.
16
<PAGE>
22. Schedule I to the Credit Agreement is hereby amended to read in
its entirety as follows:
SCHEDULE I
-------- -
APPROVED PROCUREMENT SAVINGS
----------------------------
________________________________________
Test Period Ending
------------------
=======================================
September 30, 1999 $40,000,000
________________________________________
December 31, 1999 $34,300,000
________________________________________
March 31, 2000 $28,600,000
________________________________________
June 30, 2000 $22,900,000
________________________________________
September 30, 2000 $19,800,000
________________________________________
December 31, 2000 $16,500,000
________________________________________
March31, 2001 $13,200,000
________________________________________
June 30, 2001 $ 9,900,000
________________________________________
September 30, 2001 $ 6,600,000
________________________________________
December 31, 2001 $ 3,300,000
________________________________________
23. In order to induce the undersigned Lenders to enter into this
Amendment and Restatement, the Borrower hereby represents and warrants that (x)
no Default or Event of Default exists on the First Amendment and Restatement
Effective Date after giving effect to this Amendment and Restatement 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 Amendment and Restatement
Effective Date after giving effect to this Amendment, with the same effect as
though such representations and warranties had been made on and as of the
Amendment and Restatement 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).
24. This Amendment and Restatement 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.
25. This Amendment and Restatement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which
17
<PAGE>
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.
26. THIS AMENDMENT 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.
27. This Amendment and Restatement shall become effective on the date
(the "First Amendment and Restatement Effective Date") when (i) 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, and (ii)
the Required Obligees have consented to the Consent to the Increasing Rate Term
Loan Facility dated as of September 25, 2000.
28. From and after the First Amendment and Restatement 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.
* * * * *
18
<PAGE>
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 /s/ Rick A. Smith
-------------------------
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent,
By /s/ Thomas H. Kozlark
-------------------------
Title: Vice President
CHASE SECURITIES INC.,
as Lead Arranger and Book Manager
By /s/ James G. Rolison
------------------------
Title: Managing Director
BANKERS TRUST COMPANY,
Individually and as Syndication Agent
By /s/ [ILLEGIBLE]
-------------------------
Title: Director
BEAR STEARNS CORPORATE LENDING INC.,
Individually and as Co-Documentation Agent
By /s/ [ILLEGIBLE]
-------------------------
Title: Managing Director
19
<PAGE>
CREDIT LYONNAIS NEW YORK BRANCH,
Individually and as Documentation Agent
By /s/ Joseph A. Asciolla
-----------------------------
Title: First Vice President
BANK OF AMERICA, N.A.
Individually and as Syndication Agent
By /s/ Lisa J. Butler
-----------------------------
Title: Principal
AG CAPITAL FUNDING PARTNERS, L.P. By:
Angelo, Gordon & Co., L.P. as Investment
Advisor
By: /s/ [ILLEGIBLE]^^
----------------------------
Name:
Title:
AMMC CDO I, LIMITED
By: American Money Management Corp. as
Collateral Manager
By: /s/ David P. Meyer
----------------------------
Name: David P. Meyer
Title: Vice President
<PAGE>
AERIES FINANCE-II LIMITED
By: Invesco Senior Secured Management, Inc. as
Sub-Managing Agent
By: /s/ Anne M. McCarthy
----------------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
ALLIANCE CAPITAL FUNDING, L.L.C.
By: /s/ Kenneth G. Ostmann
----------------------------
Name: Kenneth G. Ostmann
Title: Vice President
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Jerry Zinkula
----------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
By: /s/ David Walsh
----------------------------
Name: David Walsh
Title: Authorized Signatory
AMARA-l FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc. as
Sub-Advisor
By: /s/ Anne M. McCarthy
----------------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
<PAGE>
AMARA-2 FINANCE, LTD. By: 1NVESCO Senior Secured
Management, Inc. as Sub-Advisor
By: /s/ Anne M. McCarthy
----------------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
ARAB AMERICAN BANK
By: /s/ Carmelo L. Foti
----------------------------
Name: Carmelo L. Foti
Title: Vice President
By: /s/ Rami El-Rifai
----------------------------
Name: Rami El-Rifai
Title: Assistant Vice President
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors LLC, as Collateral
Manager
By: /s/ Wade T. Winter
----------------------------
Name: Wade T. Winter, CFA
Title: Vice President
ARCHIMEDES FUNDING II, LTD.
By: ING Capital Advisors LLC, as Collateral
Manager
By: /s/ Wade T. Winter
----------------------------
Name: Wade T. Winter, CFA
Title: Vice President
<PAGE>
ARES Leveraged Investment Fund, L.P.
By: ARES Management, L.P. Its: General Partner
By: /s/ David A. Sachs
----------------------------
Name: David A. Sachs
Title: Vice President
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
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management Inc. as
Portfolio Advisor
By: /s/ Anne M. McCarthy
----------------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
AVALON CAPITAL II LTD.
By: 1NVESCO Senior Secured Management Inc. as
Portfolio Advisor
By: /s/ Anne M. McCarthy
----------------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
<PAGE>
BANK LEUMI USA
By: /s/ Joung Hee Hong
---------------------------
Name: Joung Hee Hong
Title: Vice President
BANK OF HAWAII
By: /s/ Donna R. Parker
----------------------------
Name: Donna R. Parker
Title: Vice President
THE BANK OF NOVA SCOTIA NEW YORK AGENCY
By: /s/ Melvin Mandelbaum
----------------------------
Name: Melvin J. Mandelbaum
Title: Managing Director
BANKBOSTON, N.A.
By:____________________________
Name:
Title:
BRANT POINT CBO 1999-1, LTD.
By: /s/ Diane J. Exter
----------------------------
Name: Diane J. Exter
Title: Executive Vice President
Portfolio Manager
<PAGE>
CAPTIVA FINANCE LTD.
By: /s/ David Dyer
----------------------------
Name: David Dyer
Title: Director
CAPTIVA II FINANCE LTD.
By: /s/ David Dyer
----------------------------
Name: David Dyer
Title: Director
CARLYLE HIGH YIELD PARTNERS, L.P. By: TCG High
Yield, L.L.C. as General Partner
By: /s/ Linda M. Pace
----------------------------
Name: Linda M. Pace
Title: Vice President
CARLYLE HIGH YIELD PARTNERS IJ,LTD.
By: TCG High Yield, L.L.C. as General Partner
By: /s/ Linda M. Pace
----------------------------
Name: Linda M. Pace
Title: Vice President
<PAGE>
CERES FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc. as
Sub-Managing Agent
By: /s/ Ann M. McCarthy
----------------------------
Name: Ann M. McCarthy
Title: Authorized Signatory
CONTINENTAL ASSURANCE COMPANY
By: Highland Capital Management, L.P. As
Collateral Manager
By: /s/ Mark K. Okada CFA
----------------------------
Name: Mark K. Okada CFA
Title: Executive Vice President
By:____________________________
Name:
Title:
CONTINENTAL ASSURANCE COMPANY
By: TCW Asset Management Company, Its Investment
Advisor
By: /s/ Mark Gold
----------------------------
Name: Mark Gold
Title: Managing Director
By: /s/ Jonathan Berg
----------------------------
Name: Jonathan Berg
Title: Assistant Vice President
<PAGE>
CRESCENT/MACH 1 PARTNERS, L.P. By: TCW Asset
Management Company, Its Investment Manager
Sequils I, LTD
By:____________________________
Name:
Title:
CypressTree Investment Partners I, Ltd.
By: CypressTree Investment Management Company,
Inc. as Portfolio Advisor
By: /s/ Jeffrey W. Heuer
----------------------------
Name: Jeffrey W. Heuer
Title: Principal
CypressTree Investment Partners II, Ltd.
By: CypressTree Investment Management Company,
Inc. as Portfolio Advisor
By: /s/ Jeffrey W. Heuer
----------------------------
Name: Jeffrey W. Heuer
Title: Principal
CypressTree Focused Investment Fund, LLC
By: CypressTree Investment Management Company,
Inc. its Managing Member
By: /s/ Jeffrey W. Heuer
----------------------------
Name: Jeffrey W. Heuer
Title: Principal
<PAGE>
CypressTree Senior Floating Rate Fund By:
CypressTree Investment Management Company, Inc.
as Portfolio Manager
By: /s/ Jeffrey W. Heuer
----------------------------
Name: Jeffrey W. Heuer
Title: Principal
DLJ CAPITAL FUNDING, INC.
By:
Name:
Title:
DEBT STRATEGIES FUND II, INC.
By: /s/ Gilles Marchand, CFA
----------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
DEBT STRATEGIES FUND III, INC.
By: /s/ Gilles Marchand, CFA
----------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
ELC (CAYMAN) LTD. 1999-II
By: /s/ John W. Stelwagon
----------------------------
Name: John W. Stelwagon
Title: Director
<PAGE>
ELC (CAYMAN) LTD. 1999-III
By: /s/ John W. Stelwagon
----------------------------
Name: John W. Stelwagon
Title: Director
ELC (CAYMAN) LTD. CDO Series 1999-1
By: /s/ John W. Stelwagon
----------------------------
Name: John W. Stelwagon
Title: Director
ELF FUNDING TRUST 1
By: Highland Capital Management, L.P. As
Collateral Manager
By: /s/ Mark K Okada CFA
----------------------------
Name: Mark K. Okada
Title: Executive Vice President
EATON VANCE SENIOR INCOME TRUST By: Eaton Vance
Management, as Investment Advisor
By:
Name:
Title:
ELT LTD.
By: /s/ Ann E. Morris
----------------------------
Name: Ann E. Morris
Title: Authorized Agent
<PAGE>
First Allmerica Financial Life Insurance
Company
By: CypressTree Investment Management
Company, Inc. as Attorney-in-Fact and on
behalf of First Allmerica Financial Life
Insurance Company as Portfolio Manager
By: /s/ Jeffrey W. Heuer
----------------------------
Name: Jeffrey W. Heuer
Title: Principal
FIRST DOMINION FUNDING I
By: /s/ Andrew Marshak
------------------
Name: Andrew Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ Andrew Marshak
------------------
Name: Andrew Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ Andrew Marshak
------------------
Name: Andrew Marshak
Title: Authorized Signatory
<PAGE>
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management, Inc. as
Attorney-in-Fact
By: /s/ Anne M. McCarthy
----------------------------
Name: Ann. M. McCarthy
Title: Authorized Signatory
FRANKLIN FLOATING RATE TRUST
By: /s/ Chauncey Lufkin
----------------------------
Name: Chauncey Lufkin
Title:
FRANKLIN CLO I, LIMITED
By: /s/ Chauncey Lufkin
----------------------------
Name: Chauncey Lufkin
Title:
GENERAL MOTORS WELFARE BENEFITS
TRUST
By:
Name:
Title:
GENERAL MOTORS EMPLOYEES GLOBAL GROUP PENSION
TRUST
By:
Name:
Title:
<PAGE>
GLENEAGLES TRADING
By: /s/ Ann E. Morris
----------------------------
Name: Ann E. Morris
Title: Asst. Vice President
GREAT POINT CLO 1999-1 LTD.
By: /s/ Diane J. Exter
----------------------------
Name: Diane J. Exter
Title: Executive Vice President
HARBOURVIEW CDO II
By:
Name:
Title:
HIGHLAND LEGACY LIMITED
By: /s/ Mark Okada CFA
------------------------
Name: Mark Okada CFA
Title: Executive Vice President
HIGHLAND OFFSHORE PARTNERS, L.P.
By: /s/ Mark Okada CFA
----------------------------
Name: Mark Okada CFA
Title: Executive Vice President
<PAGE>
The ING CAPITAL SENIOR SECURED HIGH INCOME FUND,
L.P.
By: ING Capital Advisors LLC, as Investment
Advisor
By: /s/ Wade T. Winter, CFA
----------------------------
Name: Wade T. Winter, CFA
Title: Vice President
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS,
LDC.
By: ING Capital Advisors LLC As Investment
Advisor
By:
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA,
LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Lee M. Shaiman
----------------------------
Name: Lee M. Sahiman
Title: First Vice President
<PAGE>
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio Advisor
By: /s/ Lee M. Shaiman
----------------------------
Name: Lee M. Shaiman
Title: First Vice President
KZH CNC LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KZH Crescent-2 LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KZH CRESCENT
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
<PAGE>
KZH CYPRESSTREE-1 LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KZH HIGHLAND-2 LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KZH ING-1 LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KZH ING-3 LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
<PAGE>
KZH PAMCO LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KZH STERLING LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KZH WATERSLDE LLC
By: /s/ Kimberly Rowe
----------------------------
Name: Kimberly Rowe
Title: Authorized Agent
KEYPORT LIFE INSURANCE COMPANY
By: /s/ James R. Fellows
----------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
ML CBO IV (CAYMAN) LTD.
By: /s/ Mark K. Okada
----------------------------
Name: Mark K. Okada
Title: Executive Vice President
<PAGE>
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim Investments, Inc. as its
investment manager
By: /s/ Jason Groom
----------------------------
Name: Jason Groom
Title: Vice President
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc. as its
investment manager
By: /s/ Jason Groom
----------------------------
Name: Jason Groom
Title: Vice President
ML INCOME STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
By: /s/ Gilles Marchand, CFA
----------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
ML SENIOR FLOATING RATE FUND II,
INC.
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
By: /s/ Gilles Marchand, CFA
----------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
<PAGE>
MSDW PRIME INCOME TRUST
By:
Name:
Title:
MAGNETITE ASSET INVESTORS LLC
By:
Name:
Title:
MASS MUTUAL HIGH YIELD PARTNERS II LLC
By: HYP Management, Inc. as Managing Member
By: /s/ Mary Ann McCarthy
----------------------------
Name: Mary Ann McCarthy
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Steven J. Katz
----------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
<PAGE>
MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
By
Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
By: /s/ Gilles Marchand, CFA
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE FUND
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
By: /s/ Gilles Marchand, CFA
------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MERRILL LYNCH PIERCE, FENNER & SMITH
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
By: /s/ Neil Brisson
----------------
Name: Neil Brisson
Title: Director
<PAGE>
MONUMENT CAPITAL LTD. as Assignee
By: Alliance Capital Management LP as Investment
Manager
By: Alliance Capital Management Corporation as
General Partner
By: /s/ Kenneth G. Ostmann
-----------------------
Name: Kenneth G. Ostmann
Title: Vice President
MORGAN STANLEY SENIOR FUNDING, INC.
By:
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By: Netwest Capital Markets Limited, its Agent
By: Greenwich Capital Markets, Inc. its Agent
By: /s/ Harry Paschalidis
----------------------
Name: Harry Paschalidis
Title: Assistant Vice President
NEW YORK LIFE INSURANCE COMPANY
By:
Name:
Title:
<PAGE>
NEW YORK LIFE INSURANCE & ANNUITY CORPORATION
By:
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company,
Inc. as Portfolio Manager
By: /s/ Jeffrey W. Heuer
--------------------
Name: Jeffrey W. Heuer
Title: Principal
NORTHWOODS CAPITAL, LIMITED
By: Angelo, Gordon & Co., L.P. as Collateral
Manager
By: /s/ Signature Illegible ^^
----------------------------
Name:
Title:
NORTHWOODS CAPITAL II, LIMITED
By: Angelo, Gordon & Co., L.P. as Collateral
Manager
By: /s/ Signature Illegible ^^
----------------------------
Name:
Title:
<PAGE>
NUVEEN SENIOR INCOME FUND
By: /s/ Lisa M. Mincheski
--------------------
Name: Lisa M. Mincheski
Title: Managing Director
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/ Scott D. Krase
-----------------------
Name: Scott D. Krase
Title: Vice President
OAK HILL SECURITIES FUNDS II L.P.
By : Oakhill Securities Gen Part II LP, its
general partner
By: Oak Hill Securities MGP, Inc. its General
Partner
By: /s/ Scott D. Krase
-----------------------
Name: Scott D. Krase
Title: Vice President
OAK MOUNTAIN LIMITED
By: Alliance Capital Management L.P. as
Investment Manager
By: Alliance Capital Management Corporation,
as General Partner
By:
Name:
Title:
<PAGE>
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD.
By: /s/ Anne McCarthy
-----------------
Name: Anne M. McCarthy
Title: Authorized Signatory
OCTAGON PARTNERS II, LLC
By: Octagon Credit Investors, LLC as sub-
investment manager
By: /s/ Michael B. Nechamkin
------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
OCTAGON PARTNERS III, LTD.
By: /s/ Michael B. Nechamkin
------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
PAM CAPITAL FUNDING, L.P.
By: /s/ Mark K. Okada
-----------------
Name: Mark K. Okada
Title: Executive Vice President
<PAGE>
PACIFICA PARTNERS I, L.P.
By:
Name:
Title:
PAMCO CAYMAN LTD.
By: /s/ Mark K. Okada
-----------------
Name: Mark K. Okada
Title: Executive Vice President
PERSEUS CDO I, LIMITED
By: /s/ Steven J. Katz
------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
PILGRIM AMERICA HIGH INCOME INVESTMENTS, INC.
By: /s/ Jason Groom
---------------
Name: Jason Groom
Title: Vice President
PILGRIM CLO 1999-i LTD.
By: Pilgrim Investments, Inc., as its
Investment Manager
By: /s/ Jason Groom
---------------
Name: Jason Groom
Title: Vice President
<PAGE>
State Street Bank & Trust Company as Trustee
For General Motors Welfare Benefits Trust
By: /s/ Michael Connors
-------------------
Name: Michael Connors
Assistant Vice President
BLACK DIAMOND CLO 2000-1
By: /s/ David Dyer
--------------
Name: David Dyer
Title: Director
SRF 2000, LLC
By: /s/ Ann E. Morris
-----------------
Name: Ann E. Morris
Title: Assistant Vice President
<PAGE>
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments Inc. as its Investment
Manager
By: /s/ Jason Groom
---------------
Name: Jason Groom
Title: Vice President
PROSPECT STREET INTERNATIONAL FUND PCC LIMITED-
PROSPECT INTERNATIONAL DEBT STRATEGY FUND
By: Prospect Street Strategic Debt Management
Co. Inc. as Investment Advisor
By: /s/ Preston I. Carnes, Jr.
--------------------------
Name: Preston I. Carnes, Jr
Title: Vice President
SEQUILS-PILGRIM I, LTD.
By: Pilgrim Investments Inc. as its investment
manager
By: /s/ Jason Groom
---------------
Name: Jason Groom
Title: Vice President
SEQUILS I, LTD.
By: TCW Advisors Inc. as its Collateral Manager
By: /s/ Jonathan Berg
-----------------
Name: Jonathan Berg
Title: Assistant Vice President
<PAGE>
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: TCW Asset Management Company, Its Investment
Advisor
By: /s/ Jonathan Berg
-----------------
Name: Jonathan Berg
Title: Assistant Vice President
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Darvin D. Pierce
---------------------
Name: Darvin D. Pierce
Title: Vice President
VAN KAMPEN SENIOR INCOME TRUST
By: /s/ Darvin D. Pierce
---------------------
Name: Darvin D. Pierce
Title: Vice President
<PAGE>
STANFIELD/RMF TRANSATLANTIC CDO, LTD.
By: Stanfield Capital Partners LLC As Its
Collateral Manager
By: /s/ Christopher A. Bondy
---------------------------
Name: Christopher Bondy
Title: Partner
STANFIELD CLO, LTD.
By: Stanfield Capital Partners LLC As Its
Collateral Manager
By: /s/ Christopher A. Bondy
------------------------
Name: Christopher Bondy
Title: Partner
STEIN ROE & FARNHAM CLO I LTD.
By: Stein Roe & Farnham Incorporated, as Portfolio
Manager
By: /s/ James R. Fellows
--------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
By: /s/ James R. Fellows
--------------------
Name: James R. Fellows
Title: Senior Vice President
Stein Roe & Farnham Incorporated,
As Advisor to the Stein Roe Floating
Limited Liability Company
<PAGE>
STRATA FUNDING LTD.
By: INVESCO Senior Secured Management, Inc.,
As Sub-Management Agent
By: /s/ Anne M. McCarthy
--------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
SYNDICATED LOAN FUNDING TRUST
By: /s/ Michele Swanson
-------------------
Name: Michele Swanson
Title: Authorized Signatory
TRITON CBO III, LIMITED
By: /s/ Anne M. McCarthy
--------------------
Name: Anne M. McCarthy
Title: Authorized Signatory
TYLER TRADING, INC.
By: /s/ David W. Nabors
-------------------
Name: David W. Nabors
Title:
<PAGE>
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC, as Collateral Manager
By: /s/ Wade T. Winter, CFA
-----------------------
Name: Wade T. Winter, CFA
Title: Vice President
SRF TRADING, INC.
By: /s/ Ann E. Morris
-----------------
Name: Ann E. Morris
Title: Asst. Vice President
SRV-HIGHLAND, INC.
By: /s/ Ann E. Morris
-----------------
Name: Ann E. Morris
Title: Asst. Vice President
SANKATY HIGH YIELD ASSET PARTNERS
By: /s/ Diane J. Exter
------------------
Name: Diane J. Exter
Title: Executive Vice President
<PAGE>
SIAM COMMERCIAL BANK PUBLIC
COMPANY LIMITED, NEW YORK AGENCY
By:
Name:
Title:
SIMSBURY CLO, LIMITED
By: Massachusetts Mutual Life Insurance Company as
Collateral Manager
By: /s/ Steven J. Katz
------------------
Name: Steven J. Katz
Title: Second Vice President and Associate
General Counsel
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Carina T. Huynh
-------------------
Name: Carina T. Huynh
Title: Vice President
SPS HIGH YIELD LOAN TRADING
By:
Name:
Title:
<PAGE>
CYPRESSTREE INVESTMENT MANGAGEMENT COMPANY, INC.
As: Attorney in-Fact and on behalf of First
Allmerica Financial Life Insurance Company as
Portfolio Manager
By: /s/ Jeffrey W. Heuer
-------------------
Name: Jeffrey W. Heuer
Title: Principal
FIRST DOMINION FUNDING I
By:
Name:
Title:
FIRST DOMINION FUNDING II
By:
Name:
Title:
FIRST DOMINION FUNDING III
By:
Name:
Title:
<PAGE>
BLACK DIAMOND CLO 2000-1
By: Black Diamond Capital Management,
LLC, as Collateral Manager
By: /s/ David Dyer
----------------------------------
Name: David Dyer
Title: Director
BAVARIA TRR CORPORATION
By: /s/ Lori Rezza
----------------------------------
Name: LORI REZZA
Title: VICE PRESIDENT
<PAGE>
BEAR STEARNS INVESTMENT PRODUCTS,
INC.
By /s/ [SIGNATURE ILLEGIBLE]^^
-----------------------------
Title: Managing Director
<PAGE>
MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
By: /s/ Peter Gewirtz
-------------------------
Name: Peter Gewirtz
Title: Vice President
REFERENCE: AMENDMENT AND RESTATEMENT dated as of September 25, 2000 to the
Credit Agreement dated as of June 30, 1999 among WYNDHAM
INTERNATIONAL, INC., a Delaware corporation and the leaders from
time to time party thereto.
<PAGE>
SRF 2000, LLC
By: /s/ Ann E. Morris
-------------------------------
Name: ANN E. MORRIS
Title: ASST. VICE PRESIDENT
<PAGE>
SANKATY HIGH YIELD ASSET PARTNERS
II
By: /s/ Diane J. Exter
-------------------------------
Name: Diane J. Exter
Title: Executive Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: _______________________________
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Gilles Marchand
-------------------------------
Name: GILLES MARCHAND, CFA
Title: AUTHORIZED SIGNATORY
SENIOR LOAN FUND
By: _______________________________
Name:
Title:
