a Guarantor
hereunder with the same force and effect as if originally named as a Guarantor
herein.
The execution and delivery of any such instrument shall not require the
consent of any other Guarantor hereunder.
The rights and obligations of each
Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor as a party to this Agreement.
Excluded Swap Obligations Limitation.
Notwithstanding anything in this
Agreement to the contrary, no Guarantor shall be required to make any payment
pursuant to this Agreement to any party, and the right of set-off provided in
Section 4.08 shall not apply with respect to any Guarantor, in each case, with
respect to Excluded Swap Obligations, if any, of such Guarantor.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
11
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
WYNDHAM HOTELS & RESORTS, INC.
AMERICINN INTERNATIONAL, LLC
AMERIHOST FRANCHISE SYSTEMS, INC.
BAYMONT FRANCHISE SYSTEMS, INC.
DAYS INNS WORLDWIDE, INC.
DOLCE INTERNATIONAL/FORT WORTH, INC.
DOLCE INTERNATIONAL HOLDINGS, INC.
HOWARD JOHNSON INTERNATIONAL, INC.
MICROTEL INNS AND SUITES FRANCHISING, INC.
RAMADA INTERNATIONAL, INC.
RAMADA WORLDWIDE INC.
RHS BEVERAGE, INC.
SUPER 8 WORLDWIDE, INC.
THREE RIVERS HOSPITALITY, LLC
TMH WORLDWIDE, LLC
TRAVELODGE HOTELS, INC.
TRC FRANCHISOR, INC.
TRYP HOTELS WORLDWIDE, INC.
U.S. FRANCHISE SYSTEMS, INC.
WHG HOTEL MANAGEMENT, INC.
WINGATE INNS INTERNATIONAL, INC.
WYNDHAM BONNET CREEK HOTEL, LLC
WYNDHAM FRANCHISOR, LLC
WYNDHAM HOTEL GROUP, LLC
WYNDHAM HOTELS AND RESORTS, LLC
WYNDHAM HOTEL MANAGEMENT, INC.
WYNDHAM REWARDS, INC.
WYNDHAM WORLDWIDE CORPORATION, each as Guarantor
By:
Name: David Wyshner
Title: Chief Financial Officer
[Signature Page to Guaranty Agreement]
WHM CARIB, LLC,
as Guarantor
By:
Name: Greg Geppel
Title: Senior Vice President
[Signature Page to Guaranty Agreement]
LA QUINTA ARLINGTON BEVERAGE SERVICES, INC.
LA QUINTA BEVERAGE SERVICES, INC.
LA QUINTA FRANCHISE, LLC
LA QUINTA FRANCHISING LLC
LA QUINTA INTERMEDIATE HOLDINGS L.L.C.
LA QUINTA WORLDWIDE, LLC
LODGE HOLDCO II L.L.C.
LODGE MANAGEMENT L.L.C.
LQ MANAGEMENT L.L.C.
LQ MEXICO HOLDING L.L.C.
WELLESLEY FRANCHISING L.L.C.
LA QUINTA HOLDINGS INC., each as Guarantor
By:
Name: David Wyshner
Title: Executive Vice President and Chief Financial Officer
[Signature Page to Guaranty Agreement]
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
Name:
Title:
[Signature Page to Guaranty Agreement]
EXHIBIT I
TO THE GUARANTY
FORM OF
GUARANTY SUPPLEMENT
SUPPLEMENT NO. [
] (this "Guaranty Supplement"), dated as of [
], to
the Guaranty dated as of May 30, 2018 among certain subsidiaries of the Borrower
(as defined below) from time to time party thereto and Bank of America, N.A.
("Bank of America"), as Administrative Agent (as defined below) (as amended,
restated, amended and restated, supplemented or otherwise modified from time to
time, the "Guaranty").
A.
Reference is made to (i) that certain Credit Agreement dated as of
May 30, 2018
(as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Wyndham
Hotels & Resorts, Inc. (the "Borrower"), Bank of America, N.A., as