FOURTH AMENDMENT
EX-10.1 3 dex101.htm FORM OF FOURTH AMENDMENT AND RESTATEMENT TO THE CREDIT AGREEMENT Form of Fourth Amendment and Restatement to the Credit Agreement
Exhibit 10.1
FOURTH AMENDMENT
FOURTH AMENDMENT (this “Fourth Amendment”), dated as of March 4, 2003, 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. (“JP Morgan”), as Lead Arranger and Book Manager, BANK OF AMERICA, N.A. and DEUTSCHE BANK TRUST COMPANY AMERICAS 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”, and together the “Documentation Agents”) and JPMORGAN CHASE 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 immediately prior to the Fourth Amendment Effective Date 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 effect the agreements and amendments herein provided; and
WHEREAS, subject to the terms and conditions of this Fourth Amendment, the parties hereto agree as follows:
| I. | Agreements |
1. The Lenders hereby authorize the Administrative Agent and/or Collateral Agent to execute on behalf of the Lenders such amendments, waivers, consents or other modifications to the Loan Documents as are acceptable to the Administrative Agent that are requested by the Borrower to permit certain administrative organization changes and/or changes to instruments evidencing intercompany Indebtedness and/or the elimination of inactive Subsidiaries with de minimus assets (i.e., less than $50,000 in assets) from the definition of “Subsidiary Guarantor”.
2. The Lenders hereby consent to the amendments and agreements contained in the Third IRL Amendment.
| II. | Amendments |
1. As of the Fourth Amendment Effective Date, the following amendments to the Credit Agreement shall become effective:
(A) Section 1.01 is amended by (x) inserting the following new definition in the appropriate alphabetical order:
“Non-Excluded Subsidiaries” means each Subsidiary of the Borrower provided that a Special Purpose Subsidiary shall not constitute a Non-Excluded Subsidiary (x) for purposes of Section 7.05 if the commencement (or authorization) of proceedings of the type referred to in such Section by or against such Special Purpose Subsidiary is not individually, or in the aggregate with the commencement of such proceedings by or against other Special Purpose Subsidiaries, reasonably likely to have a Material Adverse Effect or (y) for purposes of Section 7.07 if the entering of judgments of the type referred to in such Section is not individually, or in the aggregate with the entering of such judgments against other Special Purpose Subsidiaries, reasonably likely to have a Material Adverse Effect.
and (y) changing the reference to “The Chase Manhattan Bank” in the definition of “Swingline Lender” to read “JPMorgan Chase Bank”.
(B) The reference to “$75,000,000” in Section 2.05(b) is changed to “$90,000,000”.
(C) Section 5.05 is amended by adding at the end of the first sentence of such Section the phrase:
“other than, in each case, with respect to properties which have been abandoned, surrendered, foreclosed upon or quitclaimed by any Special Purpose Subsidiary to the extent such abandonment, surrender, foreclosure or quitclaim will not individually or in the aggregate be reasonably expected to have a Material Adverse Effect”
(D) Section 5.10(a) is amended by changing the phrase “first anniversary of the Second Amendment and Restatement Date” occurring in clause (iii)(z) thereof and in clause (II) thereof to read “May 1, 2003”.
(E) Sections 7.05 and 7.07 are amended by changing each reference to “Subsidiaries” therein to read “Non-Excluded Subsidiaries”.
| III. | Consents and Waivers |
1. Subject to Section III.2 below, the Lenders hereby:
| (A) | Wyndham Richmond. |
| i. | consent to the refinancing, replacement, assignment, sublease, breach or termination of any lease, mortgage or other documents relating to the Wyndham Richmond Hotel or the non-recourse indebtedness incurred in connection therewith, including, without limitation any surrender, exchange, abandonment, foreclosure or quitclaim of the |
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| capital lease of such Hotel (any such action, the “Richmond Work-Out”); |
| ii. | waive any Default or Event of Default resulting from the Richmond Work-Out; and |
| iii. | authorize and instruct the Administrative Agent to execute such other documentation or take such other actions in connection with the Richmond Work-Out as the Administrative Agent deems necessary or appropriate to amend, modify, terminate or release the Mortgage relating to the Wyndham Richmond Hotel. |
| (B) | HPT Properties. |
| i. | consent to the refinancing, replacement, assignment, sublease, breach or termination of any lease, mortgage or other documents relating to the properties listed on Schedule I hereto (the “HPT Properties”) or to the Amended and Restated Master Lease Agreement, dated as of December 23, 1999 (as amended, supplemented or modified as of the date hereof, the “HPT Lease Agreement”) by and between HPTSHC Properties Trust (“HPT”) as landlord and Summerfield HPT Lease Company, L.P., as tenant, including, without limitation any surrender, exchange, abandonment, foreclosure, or quitclaim of any HPT Property (any such action, the “HPT Work-Out”); and |
| ii. | waive any Default or Event of Default resulting from the HPT Work-Out. |
| (C) | GHALP Properties. |
| i. | consent to the refinancing, replacement, assignment, sublease, breach or termination of any lease, mortgage or other documents relating to the properties listed on Schedule II hereto (the “GHALP Properties”) or to the Master Lease Agreement, dated as of December 23, 1999 (as amended, supplemented or modified as of the date hereof, the “GHALP Lease Agreement”) by and between HYPWYN Properties Trust (“GHALP”) as landlord and GHALP Partnership, L.P., as tenant, including, without limitation any surrender, exchange, abandonment, foreclosure, or quitclaim of any GHALP Property (any such action, the “GHALP Work-Out” and together with the Richmond Work-Out and the HPT Work-Out, the “Work-Outs”); and |
| ii. | waive any Default or Event of Default resulting from the GHALP Work-Out. |
2. No consent is given under Section III.1 to any refinancing, replacement or similar action that would increase the liability of the Borrower and its Subsidiaries over that in effect on the date hereof to the extent such increase is prohibited by any provisions of the Credit
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Agreement and no waiver is given under Section III.1 with respect to any Work-Out, Default or Event of Default that is reasonably likely to have a Material Adverse Effect.
| IV. | Miscellaneous |
1. In order to induce the undersigned Lenders to enter into this Fourth Amendment, the Borrower hereby represents and warrants that (x) no Default or Event of Default exists on the Fourth Amendment Effective Date after giving effect to this Fourth Amendment 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 Fourth Amendment Effective Date after giving effect to this Fourth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (unless such representations expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date).
2. This Fourth Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.
3. This Fourth Amendment 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.
4. THIS FOURTH 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.
5. This Fourth Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on which (i) the Borrower and Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: Daniel M. Ford (facsimile number ###-###-####); and (ii) the Third Amendment to the IRL Agreement, dated as of March 4, 2003, shall have become effective in accordance with its terms.
Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in clause (ii) above have not been satisfied, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Administrative Agent’s good faith determination that the other conditions described above have been met, the Fourth Amendment Effective Date shall be deemed to have occurred, regardless of any subsequent determination that one or more of the other conditions had not been met (although the occurrence of the Fourth Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the other conditions specified above).
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6. The Borrower shall pay each Lender which executed and delivered a counterpart to this Fourth Amendment on or prior to 5:00 p.m. (New York time) on Tuesday, March 4, 2003, a non-refundable cash fee (the “Amendment Fee”) in an amount equal to ..125% of the sum of the outstanding principal amount of the Term Loans and of the Revolving Commitment of such Lender determined as of the Fourth Amendment Effective Date.
7. From and after the Fourth Amendment Effective Date all references in the Credit Agreement and the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. Except as modified hereunder, the terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall continue in full force and effect.
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SCHEDULE I
(HPT Properties)
| 1. | Atlanta Buckhead Summerfield Suites |
| 2. | Atlanta Perimeter Summerfield Suites |
| 3. | Chatsworth Summerfield Suites |
| 4. | Dulles Summerfield Suites |
| 5. | Malvern Summerfield Suites |
| 6. | Orlando International Airport Summerfield Suites |
| 7. | Orlando (LBV) Summerfield Suites |
| 8. | Princeton Summerfield Suites |
| 9. | Schaumburg Summerfield Suites |
| 10. | San Francisco Airport Summerfield Suites |
| 11. | San Jose Summerfield Suites |
| 12. | Somerset Summerfield Suites |
| 13. | Sunnyvale Summerfield Suites |
| 14. | Torrance Summerfield Suites |
| 15. | Westport Summerfield Suites |
SCHEDULE II
(GHALP Properties)
| 1. | Wyndham Garden Atlanta Perimeter |
| 2. | Wyndham Nashville |
| 3. | Wyndham Garden Naperville |
| 4. | Wyndham Hotel Minneapolis Airport |
| 5. | Wyndham Garden Chandler |
| 6. | Wyndham Garden North Phoenix |
| 7. | Wyndham Garden Phoenix Airport |
| 8. | Wyndham Sunnyvale |
| 9. | Wyndham San Diego North |
| 10. | Wyndham Garden Bothell |
| 11. | Wyndham Seattle Tacoma Airport |
| 12. | Wyndham Salt Lake City |
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Fourth Amendment to be duly executed and delivered as of the date first above written. WYNDHAM INTERNATIONAL, INC., By /s/ Rick Smith --------------------------------- Title: Executive Vice President JPMORGAN CHASE BANK Individually and as Administrative Agent, By /s/ John McDonagh --------------------------------- Title: John McDonagh Managing Director J.P. MORGAN SECURITIES INC. as Lead Arranger and Book Manager By /s/ J. Matthew Lyness --------------------------------- Title: J. MATTHEW LYNESS Managing Director NAME OF LENDER LANDMARK CDO LIMITED By: Aladdin Asset Management, LLC /s/ Neil Nag --------------------------------- Neil Nag Authorized Signatory
New Alliance Global CDO, Limited By: Alliance Capital Management L.P., as Sub-advisor By: Alliance Capital Management Corporation, as General Partner By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- 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/ [ILLEGIBLE SIGNATURE] --------------------------------- Authorized Signatory Monument Capital Ltd., as Assignee By: Alliance Capital Management L.P., as Investment Manager By: Alliance Capital Management Corporation, as General Partner By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Authorized Signatory AIMCO CDO Series 2000-A By: /s/ Jerry D. Zinkula --------------------------------- Name: JERRY D. ZINKULA Title: By: /s/ Patricia W. Wilson --------------------------------- PATRICIA W. WILSON Authorized Signatories
ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula --------------------------------- Name: JERRY D. ZINKULA Title: By: /s/ Patricia W. Wilson --------------------------------- PATRICIA W. WILSON Authorized Signatories Centurion CDO III, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis --------------------------------- Name: Leanne Stavrakis Title: Director - Operations Sequils-Centurion V, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager By /s/ Leanne Stavrakis --------------------------------- Name: Leanne Stavrakis Title: Director - Operations AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager By /s/ David P. Meyer --------------------------------- Name: David P. Meyer Title: Vice President
ARES Leveraged Investment Fund, L.P. By: ARES Management, L.P. Its: General Partner By: /s/ Jeff Moore --------------------------------- Name: JEFF MOORE Title: VICE PRESIDENT ARES Leveraged Investment Fund II, L.P. By: ARES Management II, L.P. Its: General Partner By: /s/ Jeff Moore --------------------------------- Name: JEFF MOORE 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: /s/ Jeff Moore --------------------------------- Name: JEFF MOORE Title: VICE PRESIDENT ARES V CLO Ltd. By: ARES CLO Management V, LP, Investment Manager By: ARES CLO GP V, LLC, Its Managing Member By: /s/ Jeff Moore --------------------------------- Name: JEFF MOORE Title: VICE PRESIDENT
BANK LEUMI USA By: /s/ Joung Hee Hong --------------------------------- Name: Joung Hee Hong Title: Vice President VENTURE CDO 2002, LIMITED By its investment advisor, Barclays Capital Asset Management Limited, By its sub-advisor, Barclays BankPLC, New York Branch By: /s/ Hans L. Christensen --------------------------------- Name: Hans L. Christensen Title: Director Grayston CLO 2001-01 ITD. By: Bear Stearns Asset Management Inc. as its Collateral Manager By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Name: [ILLEGIBLE] Title: Associate Director Authorized Signatories Gallatin Funding I Ltd. By: Bear Stearns Asset Management Inc. as its Collateral Manager By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Name: [ILLEGIBLE] Title: Associate Director Authorized Signatories
BEAR STEARNS CORPORATE LENDING INC. By: /s/ Victor Bulzacohelli --------------------------------- Victor Bulzacohelli Authorized Signatory BEAR STEARNS INVESTMENT PRODUCTS INC. By: /s/ Victor Bulzacchelli --------------------------------- Victor Bulzacchelli Authorized Signatory NAME OF LENDER Canpartners Investments IV LLC By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Name: [ILLEGIBLE] Title: Authorized Signatories Carlyle High Yield Partners, L.P. By: /s/ Linda Pace --------------------------------- Name: LINDA PACE Title: PRINCIPAL Carlyle High Yield Partners II, Ltd. By: /s/ Linda Pace --------------------------------- Name: LINDA PACE Title: PRINCIPAL Carlyle High Yield Partners III, Ltd. By: /s/ Linda Pace --------------------------------- Name: LINDA PACE Title: PRINCIPAL Carlyle High Yield Partners IV, Ltd. By: /s/ Linda Pace --------------------------------- Name: LINDA PACE Title: PRINCIPAL
STEIN ROB FLOATING RATE LIMITED LIABILITY COMPANY BY: STEIN ROB & FARNHAM INCORPORATED, AS ADVISOR By: /s/ James R. Fellows --------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager LIBERTY FLOATING RATE ADVANTAGE FUND BY: STEIN ROB & FARNHAM INCORPORATED, AS ADVISOR By: /s/ James R. Fellows --------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager STEIN ROB & FARNHAM CLO I LTD. BY: STEIN ROB & FARNHAM INCORPORATED, AS PORTFOLIO MANAGER By: /s/ James R. Fellows --------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager AURUM CLO 2002-1 LTD. BY: STEIN ROB & FARNHAM INCORPORATED, AS INVESTMENT MANAGER By: /s/ James R. Fellows --------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager CONTRARIAN FUNDS, LLC By: CONTRARIAN CAPITAL MANAGEMENT LLC By: [ILLEGIBLE] By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Authorized Signatories
Credit Lyonnais By: /s/ David Bowns --------------------------------- Name: David Bowns Title: Vice President Credit Suisse First Boston By: /s/ Baccy Zamore --------------------------------- Name: Baccy Zamore Title: Managing Director By: /s/ Joseph Brosnan --------------------------------- Name: Joseph Brosnan Title: Vice President First Dominion Funding I By: /s/ David H. Lerner --------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY First Dominion Funding II By: /s/ David H. Lerner --------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY First Dominion Funding III By: /s/ David H. Lerner --------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY CSAM Funding I By: /s/ David H. Lerner --------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY
CSAM Funding II By: /s/ David H. Lerner --------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY Atrium CDO By: /s/ David H. Lerner --------------------------------- Name: DAVID H. LERNER Title: AUTHORIZED SIGNATORY MASSMUTUAL HIGH YIELD PARTNERS II LLC By: HYP Management, Inc. as Managing Member By: /s/ John B. Wheeler --------------------------------- Name: John B. Wheeler Title: Managing Director ELC (CAYMAN) LTD. CDO SERIES 1999-I By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John W. Stelwagon --------------------------------- Name: JOHN W. STELWAGON Title: Managing Director ELC (CAYMAN) LTD. 1999-II By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John W. Stelwagon --------------------------------- Name: JOHN W. STELWAGON Title: Managing Director
ELC (CAYMAN) LTD. 1999-III By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John W. Stelwagon --------------------------------- Name: JOHN W. STELWAGON Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Adviser By: /s/ John W. Stelwagon --------------------------------- Name: JOHN W. STELWAGON Title: Managing Director C.M. LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Advisor By: /s/ John W. Stelwagon --------------------------------- Name: JOHN W. STELWAGON Title: 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/ John W. Stelwagon --------------------------------- Name: JOHN W. STELWAGON Title: 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/ John W. Stelwagon --------------------------------- Name: JOHN W. STELWAGON Title: Managing Director
DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ George R. Reynolds --------------------------------- Name: George R. Reynolds Title: Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Payson F. Swaffield --------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Payson F. Swaffield --------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Payson F. Swaffield --------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE CDO III, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Payson F. Swaffield --------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT EATON VANCE CDO IV, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Payson F. Swaffield --------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT COSTANTINUS EATON VANCE CDO V, LTD BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Payson F. Swaffield --------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT
GRAYSON & CO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR By: /s/ Payson F. Swaffield --------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT The Bank of Nova Scotia By: /s/ Mark Sparrow --------------------------------- Name: Mark Sparrow Title: Director Fidelity Fixed-Income Trust: Fidelity High Income Fund(455) By: /s/ Mark Osterheld --------------------------------- Name: Mark Osterheld Title: Assistant Treasurer Ballyrock CDO I Limited By: /s/ Lisa Rymut --------------------------------- Name: Lisa Rymut Title: Assistant Treasurer Fidelity Advisor Series II: Fidelity Advisor High Income Advantage By: /s/ John H. Costello --------------------------------- Name: John H. Costello Title: Assistant Treasurer Pension Investment Committee of General Motors for General Motors Employees Domestic Group Pension Trust By: /s/ John P. O'Reilly, Jr. --------------------------------- Name: John P. O'Reilly, Jr. Title: Executive Vice President
Commonwealth of Massachusetts Pension Reserves Investment Management Board By: /s/ John P. O'Reilly, Jr. --------------------------------- Name: John P. O'Reilly, Jr. Title: Executive Vice President Franklin CLO I, Limited By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Name: David Ardini Title: Authorized Signatories Franklin CLO II, Limited By: /s/ David Ardini --------------------------------- Name: David Ardini Title: Franklin CLO III, Limited By: /s/ David Ardini --------------------------------- Name: David Ardini Title: NAME OF LENDER FRANKLIN CLO IV, LIMITED By: /s/ David Ardini --------------------------------- Name: David Ardini Title: 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 Goldman Sachs Credit Partners L.P. By: /s/ Albert [ILLEGIBLE] --------------------------------- Name: ALBERT [ILLEGIBLE] Title: Authorized Signatory
NAME OF LENDER Restoration Funding CLO, LTD By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Louis Koven --------------------------------- Name: Louis Koven Title: Executive Vice President-CFO Highland Capital Management, L.P. California Public Employees' Retirement System By: Highland Capital Management, L.P. As Authorized Representatives of the Board By: /s/ Louis Koven --------------------------------- Name: Louis Koven Title: Executive Vice President-CFO Highland Capital Management, L.P. Highland Loan Funding V Ltd. By: Highland Capital Management L.P. As Collateral Manager By: /s/ Louis Koven --------------------------------- Name: Louis Koven Title: Executive Vice President-CFO Highland Capital Management, L.P. ELF Funding Trust I By: Highland Capital Management, L.P. As Capital Manager By: /s/ Louis Koven --------------------------------- Name: Louis Koven Title: Executive Vice President-CFO Highland Capital Management, L.P. Pamco Cayman Ltd (CLO II) By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Louis Koven --------------------------------- Name: Louis Koven Title: Executive Vice President-CFO Highland Capital Management, L.P.
ML CBO IV (Cayman) Ltd (CLO I) By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Louis Koven --------------------------------- Name: Louis Koven Title: Executive Vice President-CFO Highland Capital Management, L.P. Pam Capital Funding L.P. (CLO III) By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Louis Koven --------------------------------- Name: Louis Koven Title: Executive Vice President-CFO Highland Capital Management, L.P. Highland Offshore Partners, L.P. By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Louis Koven --------------------------------- Name: Louis Koven Title: Executive Vice President-CFO Highland Capital Management, L.P. Highland Legacy Limited (IV) By: Highland Capital Management, L.P. As Collateral Manager By: /s/ Louis Koven --------------------------------- Name: Louis Koven Title: Executive Vice President-CFO Highland Capital Management, L.P.
NAME OF LENDER Pacifica Partners I LP. By Imperial Credit Asset Management Inc as its Investment Manager. By: /s/ Dean K. Kawai --------------------------------- Name: DEAN K. KAWAI Title: Vice President INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Charles Kobayashi --------------------------------- Name: Charles Kobayashi Title: Principal and Portfolio Manager INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Charles Kobayashi --------------------------------- Name: Charles Kobayashi Title: Principal and Portfolio Manager INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: /s/ Charles Kobayashi --------------------------------- Name: Charles Kobayashi Title: Principal and Portfolio Manager NAME OF LENDER KATONAH II, LTD. By: /s/ Ralph Della Rocca --------------------------------- Name: RALPH DELLA ROCCA Title: Authorized Officer Katonah Capital, L.L.C. As Manager
NAME OF LENDER AIMCO CLO SERIES 2001-A By: /s/ Jerry D. Zinkula --------------------------------- Name: JERRY D. ZINKULA Title: By: /s/ Patricia W. Wilson --------------------------------- Name: PARTICIA W. WILSON Title: Authorized Signatories Centurion CDO I, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis --------------------------------- Name: Leanne Stavrakis Title: Director - Operations KATONAH III, LTD. By: /s/ Ralph Della Rocca --------------------------------- Name: RALPH DELLA ROCCA Title: Authorized Officer Katonah Capital, L.L.C. As Manager T/L B ENDURANCE CLO I, LTD. c/o: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: Managing Director ARCHIMEDES FUNDING, LLC. BY: ING Capital Advisors LLC, as Collateral Manager By: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: ARCHIMEDES FUNDING III, LTD. BY: ING Capital Advisors LLC, as Collateral Manager By: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: ARCHIMEDES FUNDING IV (CAYMAN), LTD. BY: ING Capital Advisors LLC, as Collateral Manager By: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title:
SEQUILS-ING I (HBDGM), LTD. BY: ING Capital Advisors LLC, as Collateral Manager By: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: Managing Director THE ING CAPITAL SENIOR SECURED HIGH INCOME HOLDINGS FUND, LTD. BY: ING Capital Advisors LLC, as Investment Manager BY: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: Managing Director ARCHIMEDES FUNDING II, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: Managing Director ORYX CLO, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: Managing Director BALANCED HIGH YIELD FUND, II LTD. BY: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: Managing Director
LCM I Limited Partnership By: Lyon Capital Management LLC, as Attorney-in-fact BY: /s/ Farboud Tavanger --------------------------------- Name: Farboud Tavanger Title: Lyon Capital Management LLC Senior Portfolio Manager NAME OF LENDER Morgan Stanley Prime Income Trust By: /s/ Peter Gewirtz --------------------------------- Name: Peter Gewirtz Title: Vice President Merrill Lynch, Pierce, Fenner & Smith, Inc. By: /s/ Michael Nash --------------------------------- Name: Michael Nash Title: Authorized Signatory Merrill Lynch, Pierce, Fenner & Smith, Inc. By: /s/ Graham Goldsmith --------------------------------- Name: Graham Goldsmith Title: Managing Director
Master Senior Floating Rate Trust By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory Debt Strategies Fund, Inc. By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory Merrill Lynch Global Investment Series: Income Strategies Portfolio By: Merrill Lynch Investment Managers, L.P., As Investment Advisor By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory Senior High Income Portfolio, Inc. By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Investment Managers, L.P. As Investment Advisor By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory
National Bank of Egypt New York Branch By: /s/ Hassan Eissa --------------------------------- Name: Hassan Eissa Title: General Manager By: /s/ Carmelo L. Foti --------------------------------- Name: Carmelo L. Foti Title: Vice President New York Life Insurance Company By: /s/ F. David Melka --------------------------------- Name: F. David Melka Title: Investment Vice President New York Life Insurance and Annuity Corporation, By: New York Life Investment Management, LLC, Its Investment Manager By: /s/ F. David Melka --------------------------------- Name: F. David Melka Title: Vice President ELF Funding Trust III By: New York Life Investment Management, LLC, as attorney-in-fact By: /s/ F. David Melka --------------------------------- Name: F. David Melka Title: Vice President 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: Authorized Signatory
OAK HILL SECURITIES FUND II, 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: Authorized Signatory OAK HILL CREDIT PARTNERS I LIMITED By: Oak Hill CLO Management I, LLC as Investment Manager By: /s/ Scott D. Krase --------------------------------- Name: SCOTT D. KRASE Title: Authorized Signatory OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Andrew D. Gordon --------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS IV, LTD. By: Octagon Credit Investors, LLC as collateral manager By: /s/ Andrew D. Gordon --------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager
HarbourView CLO IV, Ltd. By: /s/ Bill Campbell --------------------------------- Name: Bill Campbell Title: Manager HarbourView CLO II, Ltd. By: /s/ Bill Campbell --------------------------------- Name: Bill Campbell Title: Manager Oppenheimer Senior Floating Rate Fund By: /s/ Bill Campbell --------------------------------- Name: Bill Campbell Title: Manager Dryden Leveraged Loan CDO 2002-II By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ B Ross Smead --------------------------------- Name: B Ross Smead Title: Vice President Dryden III Leveraged Loan CDO 2002 By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ B Ross Smead --------------------------------- Name: B Ross Smead Title: Vice President Smoky River CDO, L.P., By RBC Leveraged Capital as Portfolio Advisor By: /s/ Melissa Marano --------------------------------- Name: Melissa Marano Title: Partner
Sankaty Advisors, Inc., as Collateral Manager for Brant Point CBO 1999-1 LTD., as Term Lender By: /s/ Diane J. Exter --------------------------------- Name: Diane J. Exter Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, LLC, as Collateral Manager for Brant Point II CBO 2000-1 LTD., as Term Lender By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, LLC, as Collateral Manager for Castle Hill I - INGTOS, Ltd., as Term Lender By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGTOS, Ltd., as Term Lender By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, Inc. as Collateral Manager for Great Point CBO 1998-I LTD., as Term Lender By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Credit Opportunities, L.P. By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, LLC as Collateral Manager for Great Point CLO 1999-I LTD., as Term Lender By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER
State Street Bank & Trust Co. as Trustee for GMAM Group Pension Trust I, as Assignee By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Name: Title: Authorized Signatories The Siam Commercial Bank PCL, Singapore Branch By: /s/ Nattapong Samit-Ampaipisarn --------------------------------- Name: Nattapong Samit-Ampaipisarn Title: SVP & General Manager By: /s/ Ronald Tay --------------------------------- Name: Ronald Tay Title: Head of Corporate & Institutional Banking Societe Generale By: /s/ Carina T. Huynh --------------------------------- Name: Carina T. Huynh Title: Vice President Stanfield Quattro CLO, Ltd. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner Windsor Loan Funding, Limited By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner
Stanfield/RMF Transatlantic CDO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner Stanfield CLO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner SunAmerica Senior Floating Rate Fund Inc. By: Stanfield Capital Partners LLC as subadvisor By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner Hamilton CDO, Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner Stanfield Arbitrage CDO, Ltd. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner
APEX (Trimaran) CDO I, LTD. By Trimaran Advisors, L.L.C. By: /s/ David M. Millison --------------------------------- Name: David M. Millison Title: Caravelle Investment Fund, L.L.C. By Trimaran Advisors, L.L.C. By: /s/ David M. Millison --------------------------------- Name: David M. Millison Title: Managing Director VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Christina Jamieson --------------------------------- Name: CHRISTINA JAMIESON Title: VICE PRESIDENT VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Christina Jamieson --------------------------------- Name: CHRISTINA JAMIESON Title: VICE PRESIDENT VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Christina Jamieson --------------------------------- Name: CHRISTINA JAMIESON Title: VICE PRESIDENT
VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp As Collateral Manager By: /s/ William Lenga --------------------------------- Name: WILLIAM LENGA Title: VICE PRESIDENT VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp As Collateral Manager By: /s/ William Lenga --------------------------------- Name: WILLIAM LENGA Title: VICE PRESIDENT Crescent/Mach I Partners, L.P. by: TCW Asset Management Company Its Investment Manager By: /s/ Mark L. Gold --------------------------------- Name: MARK L. GOLD Title: MANAGING DIRECTOR By: /s/ Jonathan R. Insull --------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR 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 R. Insull --------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR
TCW Leveraged Income Trust II, L.P. by: TCW Advisors (Bermuda), Ltd., as General Partner By: /s/ Mark L. Gold --------------------------------- Name: MARK L. GOLD Title: MANAGING DIRECTOR By: TCW Investment Management Company, as Investment Adviser By: /s/ Jonathan R. Insull --------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR SEQUILS I, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold --------------------------------- Name: MARK L. GOLD Title: MANAGING DIRECTOR By: /s/ Jonathan R. Insull --------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR 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 R. Insull --------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR
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 R. Insull --------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR HARBOUR TOWN FUNDING TRUST By: /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: AUTHORIZED AGENT HARBOUR TOWN FUNDING LLC By: /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: ASST. VICE PRESIDENT TYLER TRADING, INC. By: /s/ Ned R. Rosario --------------------------------- Name: NED R. ROSARIO Title: PRESIDENT
ELT LTD. By: /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: AUTHORIZED AGENT JUPITER FUNDING TRUST By: /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: AUTHORIZED AGENT SRF TRADING, INC. By: /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: ASST. VICE PRESIDENT RIVIERA FUNDING LLC By: /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: ASST. VICE PRESIDENT SRF 2000 LLC By /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: ASST. VICE PRESIDENT GLENEAGLES TRADING LLC By /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: ASST. VICE PRESIDENT
NAME OF LENDER SUNAMERICA LIFE INSURANCE COMPANY By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Name: Authorized Signatories Title: NAME OF LENDER GALAXY CLO 1999-1, LTD. By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Name: Authorized Signatories Title: KZH CNC LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH CRESCENT LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH CRESCENT-3 LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH CYPRESSTREE-1 LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT
KZH ING-2 LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH ING-3 LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH PONDVIEW LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH SOLEIL-2 LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH STERLING LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT
KZH WATERSIDE LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH HIGHLAND-2 LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH PAMCO LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT Toronto Dominion (New York), Inc. By: /s/ Susan K. Strong --------------------------------- Name: Susan K. Strong Title: Vice President CAPTIVA II FINANCE LTD. By: /s/ Paul Cope --------------------------------- Name: PAUL COPE Title: Director CAPTIVA FINANCE LTD. By: /s/ Paul Cope --------------------------------- Name: PAUL COPE Title: Director
Emerald Orchard Limited By: /s/ Susan K. Strong --------------------------------- Name: Susan K. Strong Title: Attorney in Fact LONG LANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: /s/ Kevin Kearns --------------------------------- Name: KEVIN KEARNS Title: MANAGING DIRECTOR ING PRIME RATE TRUST By: ING Investments, LLC as its investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT ING SENIOR INCOME FUND By: ING Investments, LLC as its investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT PILGRIM CLO 1999-1 LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT
SEQUILS - PILGRIM I, LTD By: ING Investments, LLC as its investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT ML CLO XV PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT NAME OF LENDER By: /s/ Amy S. Cioci --------------------------------- Name: Amy S. Cioci Title: Authorized Officer Fleet National Bank. State Street Bank & Trust Co, as Trustee for General Motors Welfare Benefits Trust, as Assignee By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Name: [ILLEGIBLE] Title: Authorized Signatories Sankaty High Yield Partners III, L.P. By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER
