Waiver to Credit Agreement among Wyndham International, Inc. and Lenders, dated September 25, 2001

Summary

This agreement is a waiver to the existing Credit Agreement between Wyndham International, Inc. and its lenders, including J.P. Morgan Securities, Bank of America, Bankers Trust, and others. The waiver temporarily relieves Wyndham from certain financial covenants for specific periods, subject to conditions such as maintaining a minimum revolving credit commitment, applying proceeds from new debt and asset sales to repay loans, and providing regular financial reports. The waiver is effective until February 28, 2002, or earlier if Wyndham breaches its terms.

EX-10.1 3 dex101.txt WAIVER TO CREDIT AGREEMENT 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"), J.P. MORGAN SECURITIES INC. (f/k/a Chase Securities Inc.) ("JP Morgan"), 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 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 : - - - - - - - - - - WHEREAS, the Borrower, the Lenders, JP Morgan, 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/ Richard A. Smith ------------------------------------ Title: THE CHASE MANHATTAN BANK, Individually and as Administrative Agent, By ____________________________________ Title: J.P. MORGAN 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. MORGAN 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: J.P. MORGAN SECURITIES INC. (as successor to Chase Securities Inc.), as Lead Arranger and Book Manager By /s/ J. Matthew Lyness ------------------------------------ Title: Managing Director NAME OF LENDER: By _____________________________________ Name: Title: LANDMARK CDO LIMITED, By: Aladdin Asset Management LLC as Manager /s/ John Johnson -------------------------------- John Johnson 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/ Kenneth G. Ostmann ---------------------------- Name: Kenneth G. Ostmann 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/ Kenneth G. Ostmann ---------------------------- Name: Kenneth G. Ostmann 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/ Kenneth G. Ostmann ------------------------------ Name: Kenneth G. Ostmann Title: Vice President NAME OF LENDER: K&H STERLING LLC By: /s/ Susan Lee ----------------------- Name: Susan Lee 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/ David P. Meyer ------------------------- Name: DAVID P. MEYER 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/ Harry Paschalids -------------------------------- Name: Harry Paschalids Title: Assistant Vice President NAME OF LENDER AG CAPITAL FUNDING PARTNERS, LP. BY: ANGELO, GORDON & CO., L.P., AS INVESTMENT ADVISOR By: /s/ John W. Fraser ----------------------------- Name: JOHN W. FRASER Title: MANAGING DIRECTOR NAME OF LENDER NORTHWOODS CAPITAL, LIMITED BY: ANGELO, GORDON & CO., LP. AS COLLATERAL MANAGER By: /s/ John W. Fraser -------------------------- Name: JOHN W. FRASER Title: MANAGING DIRECTOR NAME OF LENDER NORTHWOODS CAPITAL III, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ----------------------------- Name: JOHN W. FRASER Title: MANAGING DIRECTOR NAME OF LENDER NORTHWOODS CAPITAL III, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ----------------------------- Name: JOHN W. FRASER Title: MANAGING DIRECTOR ARES III CLO Ltd. By: ARES CLO Management, LLC Its: Investment Manager By: /s/ Christopher N. Jacobs ------------------------------- Name: Christopher N. Jacobs Title: Vice President ARES IV CLO LTD. By: Ares CLO Management IV, L.P. Investment Manager By: Ares CLO GP IV, LLC Its: Managing Member By: C. Jacobs --------------------------- Name: Christopher N. Jacobs Title: Vice President ARES Leveraged Investment Fund II, L.P. By: ARES Management II, L.P. Its: General Partner By: C. Jacobs ------------------------------ Name: Christopher N. Jacobs Title: Vice President ARES Leveraged Investment Fund, L.P. By: ARES Management, L.P. Its: General Partner By: C. Jacobs ------------------------------ Name: Christopher N. Jacobs Title: Vice President NAME OF LENDER: Sankaty Advisors, LLC By: /s/ Kristin W. Migford --------------------------------- Name: Kristin W. 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 Brant Point CBO 1999-1 LTD., as Term Lender Sankaty Advisors, LLC, as Collateral Manager for Brant Point II CBO 2000-1 LTD., as Term Lender NAME OF LENDER: By: /s/ Lisa J. Butler ------------------ Name: Principal Title: Bank of America, NA THE BANK OF NOVA SCOTIA, NEW YORK AGENCY By: /s/ Bruce Ferguson ------------------------- Name: Bruce Ferguson Title: Managing Director NAME OF LENDER: Bear Stearns Investment Products Inc. By: /s/ Gregory Hanley ------------------------- Name: Hanley Title: Vice President NAME OF LENDER: Bear Stearns Corp ???? By: /s/ Victor F. Bulzacchell ------------------------------- Name: VICTOR F. BULZACCHELL Title: MANAGING DIRECTOR NAME OF LENDER: Grayston CLO 2001-01 LTD. By: Bear Stearns 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/ Linda M. Pace ------------------------------------ Name: LINDA M. PACE Title: VICE PRESIDENT NAME OF LENDER: Carlyle High Yield Partners III, Ltd. By: /s/ Linda M. Pace ------------------------------------ Name: LINDA M. PACE Title: VICE PRESIDENT NAME OF LENDER: Carlyle High Yield Partners, L.P. By: /s/ Linda M. Pace --------------------------------- Name: LINDA M. PACE Title: VICE PRESIDENT NAME OF LENDER: Credit Lyonnais New York Branch By: /s/ Rodrick Rohrbach --------------------------------------- Name: Rodrick Rohrbach Title: Sup NAME OF LENDER: CSAM FUNDING I By: /s/ Andrew H. Marshak ------------------------------ Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY NAME OF LENDER: FIRST DOMINION FUNDING I By: /s/ Andrew H. Marshak ---------------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY NAME OF LENDER: FIRST DOMINION FUNDING II By: /s/ Andrew H. Marshak ------------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY NAME OF LENDER: FIRST DOMINION FUNDING III By: /s/ Andrew H. Marshak ---------------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY NAME OF LENDER: CypressTree Investment Partners I, Ltd., By: CypressTree Investment Management Co. as Portfolio Manager By: /s/ Philip C. Robbins ------------------------------------- Name: Philip C. Robbins Title: Vice President NAME OF LENDER: CypressTree Investment Partners II. Ltd., By: CypressTree Investment Management Co. Inc., as Portfolio Manager By: /s/ Philip C. Robbins ------------------------------------------- Name: Philip C. Robbins 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/ Philip C. Robbins ----------------------------------- Name: Philip C. Robbins Title: Vice President NAME OF LENDER: K&H CYPRESS TREE-1 LLC By: /s/ Susan Lee ---------------------------- Name: Susan Lee Title: Authorized Agent North American Senior Floating Rate Fund Inc. By: Stanfield Capital Partners LLC As Subadvisor By: /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner NAME OF LENDER: By: /s/ John W. Stelwagon ------------------------------ Name John W. Stelwagon 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. 1999-III BATTERSON PARK CBO I By: General Re-New England Asset Management, Inc., as Collateral Manager By: /s/ Susan Bosworth --------------------------- Name: SUSAN BOSWORTH Title: VICE PRESIDENT NAME OF LENDER: K&H PONDVIEW LLC By: /s/ Susan Lee -------------------------- Name: Susan Lee Title: Authorized Agent NAME OF LENDER: K & H WATERSIDE LLC By: /s/ Susan Lee --------------------------- Name: Susan Lee 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/ Wade T. Winter, CFA BY: /s/ Wade T. Winter, CFA --------------------------- -------------------------- Name: WADE T. WINTER, CFA Name: WADE T. WINTER, 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/ Wade T. Winter, CFA BY: /s/ Wade T. Winter, CFA --------------------------- -------------------------- Name: WADE T. WINTER, CFA Name: WADE T. WINTER, 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/ Wade T. Winter, CFA BY: /s/ Wade T. Winter, CFA --------------------------- -------------------------- Name: WADE T. WINTER, CFA Name: WADE T. WINTER, CFA Title: VICE PRESIDENT Title: VICE PRESIDENT NAME OF LENDER: K & H ING-1 LLC By: /s/ Susan Lee ------------------------ Name: Susan Lee Title: Authorized Agent NAME OF LENDER: K & H ING-2 LLC By: /s/ Susan Lee ------------------------ Name: Susan Lee Title: Authorized Agent NAME OF LENDER: K & H ING-3 LLC By: /s/ Susan Lee ------------------------ Name: Susan Lee Title: Authorized Agent NAME OF LENDER: Syndicated Loan Funding Trust, By: Lehman Commercial Paper Inc net in its individual capacity but solely as Asset Manager By: /s/ Michelle Swanson -------------------- Name: Michelle Swanson 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/ Robert A. Nisi ------------------- Robert A. 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/ Robert A. Nisi ------------------ Robert A. 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/ Mary S. Law --------------- VICE PRESIDENT MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David Babson & Company Inc., as Investment Adviser By: /s/ Mary S. Law --------------- Mary S. Law MANAGING DIRECTOR PERSEUS CDO I, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Portfolio Manager By: /s/ Mary S. law --------------------------- MARY S. LAW MANAGING DIRECTOR SIMSBURY CLO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ Mary S. Law ----------------------------------- MARY S. 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/ Scott D. Krase --------------------------------- Name: SCOTT D. KRASE Title: Vice President NAME OF LENDER: OAK HILL CREDIT PARTNERS I LIMITED By: Oak Hill CLO Management, LLC its Investment Manager By: /s/ Scott D. Krase --------------------------------- Name: SCOTT D. KRASE 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/ Scott D. Krase --------------------------------- Name: SCOTT D. KRASE 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/ Preston I. Carnes ------------------------------------ Name: Preston I: Carnes, 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/ Andrew Blood --------------------------- Name: Andrew 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/ Andrew Blood ------------------------- Name: Andrew Blood Title: Assistant Secretary NAME OF LENDER K&H LANGDALE LLC. By: /s/ Susan Dee ------------------------------ Name: Susan Dee Title: Authorized Agent Stanfeld/RMF Translatlantic CDO Ltd. By: Stanfeld Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy ----------------------------------- Name: Christopher A. Bondy Title: Partner Stanfield Arbitrage CDO, Ltd, By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy -------------------------------- Name: Christopher A. Bondy Title: Partner Stanfield CLO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy ------------------------------------- Name: Christopher A. Bondy Title: Partner Windsor Loan Funding, Limited By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher A. Bondy ------------------------------ Name: Christopher A. Bondy Title: Partner Stein Roe & Farnham Incorporated As Agent for Keyport Life Insurance Company By: /s/ James R. Fellows -------------------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager Liberty - Stein Roe Advisor Floating Rate Advantage Fund by Stein Roe & Farnham Incorporated, as Advisor By: /s/ James R. Fellows ---------------------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager SRF 2000 LLC By: /s/ Kelly C. Walker ---------------------- Name: KELLY C. WALKER Title: VICE PRESIDENT SRF TRADING, INC. By: /s/ Kelly C. Walker -------------------------- Name: KELLY C. WALKER Title: VICE PRESIDENT 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 Rate Limited Liability Company NAME OF LENDER: VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ----------------------------------- Name: DARVIN D. PIERCE Title: EXECUTIVE DIRECTOR NAME OF LENDER: VAN KAMPEN CLO II, LIMITED By: VAN KAMPEN MANAGEMENT INC., By: /s/ Darvin D. Pierce ----------------------------------- Name: DARVIN D. PIERCE Title: EXECUTIVE DIRECTOR NAME OF LENDER: VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ----------------------------------- Name: DARVIN D. PIERCE Title: EXECUTIVE DIRECTOR DEBT STRATEGIES FUND, INC. By: /s/ Michael A. Brown ----------------------------------- MICHAEL BROWN AUTHORIZED SIGNATORY MASTER SENIOR FLOATING RATE TRUST By: /s/ Michael A. Brown ----------------------------- MICHAEL BROWN AUTHORIZED SIGNATORY MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ Michael A. Brown ---------------------------------------- MICHAEL A. BROWN AUTHORIZED SIGNATORY MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Investment Managers, L.P. As Investment Advisor By: /s/ Michael A. Brown ------------------------------- MICHAEL A. BROWN AUTHORIZED SIGNATORY MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ Michael A. Brown ----------------------- MICHAEL BROWN AUTHORIZED SIGNATORY SENIOR HIGH INCOME PORTFOLIO, INC. By: /s/ Michael A Brown ------------------------------ MICHAEL BROWN AUTHORIZED SIGNATORY NAME OF LENDER MORGAN STANLEY PRIME INCOME TRUST By: /s/ Peter Gewirtz ------------------------- Name: Peter Gewirtz Title: Vice President Crescent/Mach I Partners, L.B., by: TCW Asset Management Company, its Investment Manager By: /s/ Mark L. Gold --------------------------- Mark L. Gold Managing Director NAME OF LENDER KZH CRESCENT LLC, By; /s/ Susan Lee ---------------------------- Name: Susan lee Title: Authorized Agent NAME OF LENDER: KZH CRESCENT - 2 LLC By: /s/ Susan Lee -------------------------- Name: Susan Lee Title: Authorized Agent NAME OF LENDER: KZH CRESCENT - 3 LLC By: /s/ Susan Lee -------------------------- Name: Susan Lee Title: Authorized Agent SEQUILS L, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold ---------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan I. Berg ---------------------------- Name: Jonathan I. Berg Title: Assistant Vice President SEQUILS IV, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold ---------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan I. Berg ---------------------------- Name: Jonathan I. Berg Title: Assistant Vice President TCW LEVERAGED INCOME TRUST IV, L.P. By: TCW (LINC IV), L.L.C., as General Partner By: TCW ASSET MANAGEMENT COMPANY, as managing member of the General Partner By: /s/ Mark L. Gold -------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan I. Berg ---------------------------- Name: Jonathan I. Berg Title: Assistant Vice President TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold -------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan I. Berg ---------------------------- Name: Jonathan I. Berg Title: Assistant Vice President NAME OF LENDER: CAPTIVA II FINANCE LTD. By:/s/ Alan Corkish ---------------------------- Name: Alan Corkish Title: Director United Of Omaha Life Insurance Company By: TCW Asset Management Company, its Investment Advisor By: /s/ Mark L. Gold ---------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Jonathan I. Berg ---------------------------- Name: Jonathan I. Berg 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/ Carmelo L. Foti ------------------------------- Name: Carmelo L. Foti Title: Vice President