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                                                                    Exhibit 10.1
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                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                       PATRIOT AMERICAN HOSPITALITY, INC.,

                 PATRIOT AMERICAN HOSPITALITY PARTNERSHIP, L.P.,

                                VARIOUS LENDERS,

                             CHASE SECURITIES INC.,
                                  as Arranger,

                        CREDIT LYONNAIS NEW YORK BRANCH,
                             as Documentation Agent,

                                 CITIBANK, N.A.,
                             as Documentation Agent,

                             BANKERS TRUST COMPANY,
                             as Documentation Agent,

                    PAINE WEBBER REAL ESTATE SECURITIES INC.,
                       as Arranger and Syndication Agent,

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                       -----------------------------------

                            Dated as of July 18, 1997

                                       and

                  Amended and Restated as of December 16, 1997

                                       and

                 further Amended and Restated as of June 2, 1998

                       -----------------------------------

                                 $2,700,000,000
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                                       -2-
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          AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 18, 1997,
amended and restated as of December 16, 1997 and further amended and restated as
of June 2, 1998, among PATRIOT AMERICAN HOSPITALITY, INC., a Delaware
corporation ("Patriot REIT"), PATRIOT AMERICAN HOSPITALITY PARTNERSHIP, L.P., a
Virginia limited partnership ("Patriot OP", and together with Patriot REIT, the
"Borrowers" and each individually a "Borrower"), the Lenders party hereto from
time to time, PAINE WEBBER REAL ESTATE SECURITIES INC. ("Paine Webber") and
CHASE SECURITIES INC. ("CSI"), as Arrangers, PAINE WEBBER, as Syndication Agent
and THE CHASE MANHATTAN BANK ("Chase"), as Administrative Agent (all capitalized
terms used herein and defined in Section 11 are used herein as therein defined).

                              W I T N E S S E T H :

            WHEREAS, Patriot REIT, Patriot OP, the Original Revolver Lenders,
Chase and Paine Webber are parties to an Amended and Restated Credit Agreement,
dated as of July 18, 1997 and amended and restated as of December 16, 1997 (as
the same has been amended, modified or supplemented to, but not including, the
Restatement Effective Date, the "Original Revolving Credit Agreement"); and

          WHEREAS, Patriot REIT, Patriot OP, the Original Term Lenders, Chase
and Paine Webber are parties to a Term Loan Agreement, dated as of December 16,
1997 (as the same has been amended, modified or supplemented to, but not
including, the Restatement Effective Date, the "Original Term Loan Agreement",
and together with the Original Revolving Credit Agreement, the "Original Credit
Agreements"); and

          WHEREAS, the parties hereto wish to amend and restate each of the
Original Credit Agreements in the form of this Agreement to, inter alia, add
Patriot REIT as an additional Borrower under the credit facilities evidenced by
the Original Credit Agreements and provide the financing for the Interstate
Transaction and other acquisitions on the terms and subject to the conditions
provided herein and make available to the Borrowers on a joint and several basis
the respective credit facilities provided for herein;

          NOW, THEREFORE, the parties hereto agree that each of the Original
Credit Agreements shall be and hereby is amended and restated in its entirety as
follows:

          SECTION 1. Amount and Terms of Credit.

          1.01 The Commitments. (a) Subject to and upon the terms and conditions
set forth herein, each RL Lender severally agrees, at any time and from time to
time on and after the Original Revolver Effective Date and prior to the
Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each,
a "Revolving Loan" and, collectively, the "Revolving Loans") to the respective
Borrower (or, if prior to the Restatement Effective Date, to Patriot OP pursuant
to the Original Revolving Credit Agreement), which Revolving Loans (i) shall, at
the option of the Borrower, be incurred and maintained as, and/or converted
into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise
specifically provided in Section 1.10(b), all

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Revolving Loans comprising the same Borrowing shall at all times be of the same
Type, (ii) may be repaid and reborrowed at any time in accordance with the
provisions hereof, (iii) shall not exceed for any Lender at any time outstanding
that aggregate principal amount which, when added to the product of (x) such
Lender's Adjusted RL Percentage and (y) the sum of (I) the aggregate amount of
all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence
of, the respective incurrence of Revolving Loans) and (II) the aggregate
principal amount of all Swingline Loans (exclusive of Swingline Loans which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) then outstanding, equals the Revolving
Loan Commitment of such Lender at such time and (iv) shall not exceed for all
Lenders at any time outstanding that aggregate principal amount which, when
added to (x) the amount of all Letter of Credit Outstandings at such time
(exclusive of Unpaid Drawings which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of Revolving
Loans) and (y) the aggregate principal amount of all Swingline Loans (exclusive
of Swingline Loans which are repaid with the proceeds of, and simultaneously
with the incurrence of, the respective incurrence of Revolving Loans) then
outstanding, equals the Adjusted Total Revolving Loan Commitment at such time.
Notwithstanding the foregoing, (i) the Borrowers shall not be permitted to incur
Revolving Loans, the proceeds of which are used for working capital purposes
("W/C Loans") in aggregate principal amount which, when added to (x) the amount
of all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence
of, the respective incurrence of Revolving Loans) and (y) the aggregate
principal amount of all Swingline Loans (exclusive of Swingline Loans which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) then outstanding, would exceed 10% of
the Adjusted Total Revolving Loan Commitment then in effect and (ii) the Total
Unutilized Revolving Loan Commitment on the Restatement Effective Date, after
giving effect to the incurrence of all Loans under this Agreement on such date,
shall be at least $250,000,000. After the Restatement Effective Date, all
Revolving Loans shall constitute the joint and several obligations of the
Borrowers.

          (b) Subject to and upon the terms and conditions set forth herein,
each Original Term Lender severally agrees to continue, on the Restatement
Effective Date, the Original Term Loans made by such Original Term Lenders to
Patriot OP pursuant to the Original Term Loan Agreement and outstanding on the
Restatement Effective Date (immediately prior to giving effect thereto) as term
loans (each, a "Tranche I Term Loan" and, collectively, the "Tranche I Term
Loans") to the Borrowers hereunder, which Tranche I Term Loans (i) shall, at the
option of the Borrowers, be incurred and maintained as, and/or converted into,
Base Rate Loans or Eurodollar Loans, provided that except as otherwise
specifically provided in Section 1.10(b), all Tranche I Term Loans comprising
the same Borrowing shall at all times be of the same Type and (ii) shall not
exceed for any Lender, in initial principal amount, that amount which equals the
aggregate outstanding principal amount of the Original Term Loans made by such
Lender and outstanding on the Restatement Effective Date (immediately prior to
giving effect thereto) as set forth on Schedule I. Once repaid, Tranche I Term
Loans incurred hereunder may not be reborrowed. After the Restatement Effective
Date, all Tranche I Term Loans shall constitute the joint and several
obligations of the Borrowers.


                                      -2-
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          (c) Subject to and upon the terms and conditions set forth herein,
each Lender with a Tranche II Term Loan Commitment severally agrees to make on
the Restatement Effective Date a term loan or term loans (each a "Tranche II
Term Loan" and, collectively, the Tranche II Term Loans") to the respective
Borrower, which Tranche II Term Loans (i) shall, at the option of the Borrowers,
be incurred and maintained as, and/or converted into, Base Rate Loans or
Eurodollar Loans, provided that (x) except as otherwise specifically provided in
Section 1.10(b) all Tranche II Term Loans comprising the same Borrowing shall at
all times be of the same Type and (y) unless the Administrative Agent has
determined that the Syndication Date has occurred (at which time this clause (y)
shall no longer be applicable), all Borrowings of Tranche II Term Loans to be
maintained as Eurodollar Loans incurred prior to the 90th day after the
Restatement Effective Date may only have an Interest Period of seven days or one
month and (I) in case of Interest Periods of one month, may only be made (A) on
a single date on or after the Restatement Effective Date and on or before the
sixth Business Day following the Restatement Effective Date, (B) on the last day
of the Interest Period of the first set of such Borrowings described in clause
(A) above and on the last day of the Interest Period of the second set of such
Borrowings described in clause (B) above and (II) in the case of Interest
Periods of seven days, must be scheduled such that no Interest Period in respect
thereof shall be outstanding on the date the one month Interest Periods
described in clause (I) above terminate, and (ii) shall not exceed for any
Lender, in initial principal amount, that amount which equals the Tranche II
Term Loan Commitment of such Lender on such date (before giving effect to any
reductions thereto on such date pursuant to Section 3.03(b)(i) but after giving
effect to any reductions thereto on or prior to such date pursuant to Section
3.03(b)(ii)). Once repaid, Tranche II Term Loans incurred hereunder may not be
reborrowed. All Tranche II Term Loans shall constitute the joint and several
obligations of the Borrowers.

          (d) Subject to and upon the terms and conditions set forth herein,
each Lender with a Tranche III Term Loan Commitment severally agrees to make on
the Restatement Effective Date a term loan or term loans (each, a "Tranche III
Term Loan" and, collectively, the "Tranche III Term Loans") to the respective
Borrower, which Tranche III Term Loans (i) shall, at the option of the
Borrowers, be incurred and maintained as, and/or converted into, Base Rate Loans
or Eurodollar Loans, provided that (x) except as otherwise specifically provided
in Section 1.10(b) all Tranche III Term Loans comprising the same Borrowing
shall at all times be of the same Type and (y) unless the Administrative Agent
has determined that the Syndication Date has occurred (at which time this clause
(y) shall no longer be applicable), all Borrowings of Tranche III Term Loans to
be maintained as Eurodollar Loans incurred prior to the 90th day after the
Restatement Effective Date may only have an Interest Period of seven days or one
month and (I) in case of Interest Periods of one month, may only be made (A) on
a single date on or after the Restatement Effective Date and on or before the
sixth Business Day following the Restatement Effective Date, (B) on the last day
of the Interest Period of the first set of such Borrowings described in clause
(A) above and on the last day of the Interest Period of the second set of such
Borrowings described in clause (B) above and (II) in the case of Interest
Periods of seven days, must be scheduled such that no Interest Period in respect
thereof shall be outstanding on the date the one month Interest Periods
described in clause (I) above terminate, and (ii) shall not exceed for any
Lender, in initial aggregate principal amount, that amount which equals the
Tranche III Term Loan Commitment of such Lender on such date (before giving
effect to any reductions


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thereto on such date pursuant to Section 3.03(c)(i) but after giving effect to
any reductions thereto on or prior to such date pursuant to Section
3.03(c)(ii)). Once repaid, Tranche III Term Loans incurred hereunder may not be
reborrowed. All Tranche III Terms Loans shall constitute the joint and several
obligations of the Borrowers.

          (e) Subject to and upon the terms and conditions set forth herein,
each Lender with a Tranche B Term Loan Commitment severally agrees, to make on
the Restatement Effective Date a term loan or term loans (each, a "Tranche B
Term Loan" and, collectively, the "Tranche B Term Loans") to the respective
Borrower, which Tranche B Term Loans (i) shall, at the option of the Borrowers,
be incurred and maintained as, and/or converted into, Base Rate Loans or
Eurodollar Loans, provided that (x) except as otherwise specifically provided in
Section 1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at
all times be of the same Type and (y) unless the Administrative Agent has
determined that the Syndication Date has occurred (at which time this clause (y)
shall no longer be applicable), all Borrowings of Tranche B Term Loans to be
maintained as Eurodollar Loans incurred prior to the 90th day after the
Restatement Effective Date may only have an Interest Period of seven days or one
month and (I) in case of Interest Periods of one month, may only be made (A) on
a single date on or after the Restatement Effective Date and on or before the
sixth Business Day following the Restatement Effective Date, (B) on the last day
of the Interest Period of the first set of such Borrowings described in clause
(A) above and on the last day of the Interest Period of the second set of such
Borrowings described in clause (B) above and (II) in the case of Interest
Periods of seven days, must be scheduled such that no Interest Period in respect
thereof shall be outstanding on the date the one month Interest Periods
described in clause (I) above terminate, and (ii) shall not exceed, for any
Lender, in initial principal amount, that amount which equals the Tranche B Term
Loan Commitment of such Lender on such date (before giving effect to any
reductions thereto on such date pursuant to Section 3.03(d)(i) but after giving
effect to any reductions thereto pursuant to Section 3.03(d)(ii)). Once repaid,
Tranche B Term Loans incurred hereunder may not be reborrowed. All Tranche B
Term Loans shall constitute the joint and several obligations of the Borrowers.

          (f) Subject to and upon the terms and conditions set forth herein, the
Swingline Lender in its individual capacity agrees to make at any time and from
time to time on and after the Restatement Effective Date and prior to the
Swingline Expiry Date, a revolving loan or revolving loans (each, a "Swingline
Loan" and, collectively, the "Swingline Loans") to the respective Borrower,
which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii)
may be repaid and reborrowed in accordance with the provisions hereof, (iii)
shall not exceed in aggregate principal amount at any time outstanding, when
combined with the aggregate principal amount of all Revolving Loans made by
Non-Defaulting Lenders then outstanding and the Letter of Credit Outstandings at
such time, an amount equal to the Adjusted Total Revolving Loan Commitment at
such time (after giving effect to any reductions to the Adjusted Total Revolving
Loan Commitment on such date) and (iv) shall not exceed at any time outstanding,
the lesser of (a) the amount which, when added to the amount of all Letter of
Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) and the aggregate principal amount of all W/C
Loans outstanding at such time, would exceed 10% of the


                                      -4-
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Adjusted Total Revolving Loan Commitment then in effect, and (b) the Maximum
Swingline Amount. All Swingline Loans shall constitute the joint and several
obligations of the Borrowers.

          The Swingline Lender shall not be obligated to make any Swingline
Loans at a time when a Lender Default exists unless the Swingline Lender has
entered into arrangements satisfactory to it and the Borrowers to eliminate the
Swingline Lender's risk with respect to the Defaulting Lender's or Lenders'
participation in such Swingline Loans, including by cash collateralizing such
Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline
Loans. The Swingline Lender will not make a Swingline Loan after it has received
written notice from either Borrower or the Required Lenders stating that a
Default or an Event of Default exists until such time as the Swingline Lender
shall have received a written notice of (i) rescission of such notice from the
party or parties originally delivering the same or (ii) a waiver of such Default
or Event of Default from the Required Lenders.

          (g) On any Business Day, the Swingline Lender may, in its sole
discretion, give notice to the RL Lenders that its outstanding Swingline Loans
shall be funded with a Borrowing of Revolving Loans (provided that such notice
shall be deemed to have been automatically given upon the occurrence of a
Default or an Event of Default under Section 10 or upon the exercise of any of
the remedies provided in Section 10), in which case a Borrowing of Revolving
Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
Borrowing") shall be made on the immediately succeeding Business Day by all RL
Lenders (without giving effect to any reductions thereto pursuant to the last
paragraph of Section 10) pro rata based on each RL Lender's Adjusted RL
Percentage (determined before giving effect to any termination of the Revolving
Loan Commitments pursuant to Section 10) and the proceeds thereof shall be
applied directly to the Swingline Lender to repay the Swingline Lender for such
outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make
Revolving Loans upon one Business Day's notice pursuant to each Mandatory
Borrowing in the amount and in the manner specified in the preceding sentence
and on the date specified in writing by the Swingline Lender notwithstanding (i)
the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing
Amount otherwise required hereunder, (ii) whether any conditions specified in
Sections 5 or 6 are then satisfied, (iii) whether a Default or an Event of
Default then exists, (iv) the date of such Mandatory Borrowing and (v) the
amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving
Loan Commitment at such time. In the event that any Mandatory Borrowing cannot
for any reason be made on the date otherwise required above (including, without
limitation, as a result of the commencement of a proceeding under the Bankruptcy
Code with respect to either Borrower), then each RL Lender (other than the
Swingline Lender) hereby agrees that it shall forthwith purchase (as of the date
the Mandatory Borrowing would otherwise have occurred, but adjusted for any
payments received from the Borrowers on or after such date and prior to such
purchase) from the Swingline Lender such participations in the outstanding
Swingline Loans as shall be necessary to cause such RL Lenders to share in such
Swingline Loans ratably based upon their respective Adjusted RL Percentages
(determined before giving effect to any termination of the Revolving Loan
Commitments pursuant to the last paragraph of Section 10), provided that (x) all
interest payable on the Swingline Loans shall be for the account of the
Swingline Lender until the date as of which the respective participation is
required to be purchased and, to the extent attributable to the


                                      -5-
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purchased participation, shall be payable to the participant from and after such
date and (y) at the time any purchase of participations pursuant to this
sentence is actually made, the purchasing RL Lender shall be required to pay the
Swingline Lender interest on the principal amount of participation purchased for
each day from and including the day upon which the Mandatory Borrowing would
otherwise have occurred to but excluding the date of payment for such
participation, at the rate otherwise applicable to Revolving Loans maintained as
Base Rate Loans hereunder for each day thereafter.

          1.02 Minimum Borrowing Amounts. The aggregate principal amount of each
Borrowing of Loans under a respective Tranche shall not be less than the Minimum
Borrowing Amount applicable to such Tranche, provided that Mandatory Borrowings
shall be made in the amounts required by Section 1.01(g). More than one
Borrowing may occur on the same date, but at no time shall there be outstanding
more than fifteen Borrowings of Eurodollar Loans.

          1.03 Notice of Borrowing. (a) Whenever either Borrower desires to
incur a Borrowing hereunder (excluding Borrowings of Swingline Loans), such
Borrower shall give the Administrative Agent at its Notice Office at least one
Business Day's prior written notice (or telephonic notice promptly confirmed in
writing) of each Base Rate Loan and at least three Business Days' (or, in the
case of Loans made on the Restatement Effective Date, two Business Days') prior
written notice (or telephonic notice promptly confirmed in writing) of each
Eurodollar Loan to be made hereunder, provided that any such notice shall be
deemed to have been given on a certain day only if given before 11:00 A.M. (New
York time) in the case of a Borrowing of Eurodollar Loans and 12:00 Noon (New
York time) in the case of a Borrowing of Base Rate Loans on such day. Each such
written notice or written confirmation of telephonic notice (each a "Notice of
Borrowing"), except as otherwise expressly provided in Section 1.10, shall be
given by such Borrower in the form of Exhibit A, completed to specify (i) the
name of such Borrower or Borrowers, (ii) the aggregate principal amount of the
Loans to be incurred pursuant to such Borrowing, (iii) the date of such
Borrowing (which shall be a Business Day), (iv) whether the Loans being made
pursuant to such Borrowing shall constitute Tranche I Term Loans, Tranche II
Term Loans, Tranche III Term Loans, Tranche B Term Loans or Revolving Loans and
(v) whether the Loans being made pursuant to such Borrowing are to be initially
maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the
initial Interest Period to be applicable thereto. The Administrative Agent shall
promptly give each Lender which is required to make Loans of the Tranche
specified in the respective Notice of Borrowing, notice of such proposed
Borrowing, of such Lender's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

          (b)(i) Whenever either Borrower desires to make a Borrowing of
Swingline Loans hereunder, it shall give the Swingline Lender not later than
12:00 Noon (New York time) on the date that a Swingline Loan is to be made,
written notice or telephonic notice promptly confirmed in writing of each
Swingline Loan to be made hereunder. Each such notice shall specify in each case
(A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate
principal amount of the Swingline Loans to be made pursuant to such Borrowing.


                                      -6-
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          (ii) Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(g), with each Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of the Mandatory Borrowings as set forth in
Section 1.01(g).

          (c) Without in any way limiting the obligation of any Borrower to
confirm in writing any telephonic notice of any Borrowing of Loans, the
Administrative Agent or the Swingline Lender, as the case may be, may act
without liability upon the basis of telephonic notice of such Borrowing,
believed by the Administrative Agent or the Swingline Lender, as the case may
be, in good faith to be from an Authorized Officer of such Borrower prior to
receipt of written confirmation. In each such case, the Borrowers hereby waives
the right to dispute the Administrative Agent's and the Swingline Lender's
record of the terms of such telephonic notice of such Borrowing of Loans.

          1.04 Disbursement of Funds. No later than 1:00 P.M. (New York time) on
the date specified in each Notice of Borrowing (or (x) in the case of Swingline
Loans, not later than 2:00 P.M. (New York time) on the date specified pursuant
to Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, not later than
12:00 Noon (New York time) on the date specified in Section 1.01(g)), each
Lender with a Commitment of the respective Tranche will disburse its pro rata
portion of each Borrowing requested to be made on such date (or in the case of
Swingline Loans, the Swingline Lender shall make available the full amount
thereof). All such amounts shall be disbursed in Dollars and in immediately
available funds at the Payment Office of the Administrative Agent, and the
Administrative Agent will promptly disburse to the respective Borrower or
Borrowers at the Payment Office in Dollars and in immediately available funds,
the aggregate of the amounts so made available by the Lenders. Unless the
Administrative Agent shall have been notified by any Lender prior to the date of
Borrowing that such Lender does not intend to disburse to the Administrative
Agent such Lender's portion of any Borrowing to be made on such date, the
Administrative Agent may assume that such Lender has disbursed such amount to
the Administrative Agent on such date of Borrowing and the Administrative Agent
may, in reliance upon such assumption, disburse to the respective Borrower or
Borrowers a corresponding amount. If such corresponding amount is not in fact
disbursed to the Administrative Agent by such Lender, the Administrative Agent
shall be entitled to recover such corresponding amount on demand from such
Lender. If such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrowers and the Borrowers shall pay within one Business Day, on a
joint and several basis, such corresponding amount to the Administrative Agent.
The Administrative Agent shall also be entitled to recover on demand from such
Lender or the Borrowers, on a joint and several basis, as the case may be,
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the
respective Borrower until the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (i) if recovered from such
Lender, at the overnight Federal Funds Rate and (ii) if recovered from a
Borrower, the rate of interest applicable to the respective Borrowing, as
determined pursuant to Section 1.08. Nothing in this Section 1.04 shall be
deemed to relieve any Lender from its obligation to make Loans hereunder or to
prejudice any rights which either Borrower may have against any Lender as a
result of any failure by such Lender to make Loans hereunder.


                                      -7-
<PAGE>

          1.05 Notes. (a) Each Borrower's obligation to pay the principal of,
and interest on, the Loans made by each Lender shall be evidenced (i) if Tranche
I Term Loans, by a promissory note duly executed and delivered by the Borrowers
substantially in the form of Exhibit B-1 with blanks appropriately completed in
conformity herewith (each, a "Tranche I Term Note" and, collectively, the
"Tranche I Term Notes"), (ii) if Tranche II Term Loans, by a promissory note
duly executed and delivered by the Borrowers substantially in the form of
Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a
"Tranche II Term Note" and, collectively, the "Tranche II Term Notes"), (iii) if
Tranche III Term Loans, by a promissory note duly executed and delivered by the
Borrowers substantially in the form of Exhibit B-3 with blanks appropriately
completed in conformity herewith (each, a "Tranche III Term Note" and,
collectively, the "Tranche III Term Notes), (iv) if Tranche B Term Loans, by a
promissory note duly executed and delivered by the Borrowers substantially in
the form of Exhibit B-4 with blanks appropriately completed in conformity
herewith (each, a "Tranche B Term Note" and, collectively, the "Tranche B Term
Notes"), (v) if Revolving Loans, by a promissory note duly executed and
delivered by the Borrowers substantially in the form of Exhibit B-5, with blanks
appropriately completed in conformity herewith (each, a "Revolving Note" and,
collectively, the "Revolving Notes") and (vi) if Swingline Loans, by a
promissory note duly executed and delivered by the Borrowers substantially in
the form of Exhibit B-6, with blanks appropriately completed in conformity
herewith (the "Swingline Note").

          (b) The Tranche I Term Note issued to each Tranche I Term Lender shall
(i) be executed by each Borrower, (ii) be payable to the order of such Tranche I
Term Lender and be dated the Restatement Effective Date (or, in the case of
Tranche I Term Notes issued after the Restatement Effective Date, be dated the
date of the issuance thereof), (iii) be in a stated principal amount equal to
the outstanding principal amount of the Tranche I Term Loan continued by such
Tranche I Term Lender on the Restatement Effective Date (or, in the case of
Tranche I Term Notes issued after the Restatement Effective Date, be in a stated
principal amount equal to the outstanding principal amount of the Tranche I Term
Loan of such Tranche I Term Lender on the date of the issuance thereof) and be
payable in the principal amount of Tranche I Term Loans evidenced thereby, (iv)
mature on the Tranche I Term Loan Maturity Date, (v) bear interest as provided
in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary prepayment and mandatory repayment as provided in Sections 4.01 and
4.02 and (vii) be entitled to the benefits of this Agreement and the other
Credit Documents.

          (c) The Tranche II Term Note issued to each Lender with a Tranche II
Term Loan Commitment shall (i) be executed by each Borrower, (ii) be payable to
the order of such Tranche II Term Lender and be dated the Restatement Effective
Date (or, in the case of Tranche II Term Notes issued after the Restatement
Effective Date, be dated the date of the issuance thereof), (iii) be in a stated
principal amount equal to the Tranche II Term Loan Commitment of such Lender on
the Restatement Effective Date (or, in the case of Tranche II Term Notes issued
after the Restatement Effective Date, be in a stated principal amount equal to
the outstanding principal amount of the Tranche II Term Loan of such Lender on
the date of the issuance thereof) and be payable in the principal amount of
Tranche II Term Loans evidenced thereby, (iv) mature on the Tranche II Term Loan
Maturity Date, (v) bear interest as provided in the appropriate clause of


                                      -8-
<PAGE>

Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment and mandatory
repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

          (d) The Tranche III Term Note issued to each Lender with a Tranche III
Term Loan Commitment shall (i) be executed by each Borrower, (ii) be payable to
the order of such Lender and be dated the Restatement Effective Date (or, in the
case of Tranche III Term Notes issued after the Restatement Effective Date, be
dated the date of the issuance thereof), (iii) be in a stated principal amount
equal to the Tranche III Term Loan Commitment of such Lender on the Restatement
Effective Date (or, in the case of Tranche III Term Notes issued after the
Restatement Effective Date, be in a stated principal amount equal to the
outstanding principal amount of the Tranche III Term Loan of such Lender on the
date of the issuance thereof) and be payable in the principal amount of Tranche
III Term Loans evidenced thereby, (iv) mature on the Tranche III Term Loan
Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment and mandatory
repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

          (e) The Tranche B Term Note issued to each Lender with a Tranche B
Term Loan Commitment shall (i) be executed by each Borrower, (ii) be payable to
the order of such Lender and be dated the Restatement Effective Date (or, in the
case of Tranche B Term Notes issued after the Restatement Effective Date, be
dated the date of the issuance thereof), (iii) be in a stated principal amount
equal to the Tranche B Term Loan Commitment of such Lender on the Restatement
Effective Date (or, in the case of Tranche B Term Notes issued after the
Restatement Effective Date, be in a stated principal amount equal to the
outstanding principal amount of the Tranche B Term Loan of such Lender on the
date of the issuance thereof) and be payable in the principal amount of Tranche
B Term Loans evidenced thereby, (iv) mature on the Tranche B Term Loan Maturity
Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in
respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary prepayment and mandatory
repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

          (f) The Revolving Note issued to each RL Lender shall (i) be executed
by each Borrower, (ii) be payable to the order of such RL Lender and be dated
the Restatement Effective Date (or, in the case of Revolving Notes issued after
the Restatement Effective Date, be dated the date of the issuance thereof),
(iii) be in a stated principal amount equal to the Revolving Loan Commitment of
such RL Lender and be payable in the principal amount of the Revolving Loans
evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,
(vi) be subject to voluntary prepayment and mandatory repayment as provided in
Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement
and the other Credit Documents.


                                      -9-
<PAGE>

          (g) The Swingline Note issued to the Swingline Lender shall (i) be
executed by each Borrower, (ii) be payable to the order of the Swingline Lender
and be dated the Restatement Effective Date (or, in the case of any Swingline
Note issued after the Restatement Effective Date, be dated the date of the
issuance thereof), (iii) be in a stated principal amount equal to the Maximum
Swingline Amount and be payable in the principal amount of the outstanding
Swingline Loans evidenced thereby from time to time, (iv) mature on the
Swingline Expiry Date, (v) bear interest as provided in the appropriate clause
of Section 1.08 in respect of the Base Rate Loans evidenced thereby and (vi) be
entitled to the benefits of this Agreement and the other Credit Documents.

          (h) Each Lender will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes properly endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby. Failure to make any
such notation or any error in any such notation or endorsement shall not affect
the Borrowers' obligations to the holder from time to time of each Note in
respect of such Loans.

          1.06 Conversions. Each Borrower shall have the option to convert, on
any Business Day occurring on or after the Restatement Effective Date, all or a
portion at least equal to the applicable Minimum Borrowing Amount of the
outstanding principal amount of Loans (other than Swingline Loans which shall at
all times be maintained as Base Rate Loans) made pursuant to one or more
Borrowings of one or more Types of Loans under a single Tranche into a Borrowing
or Borrowings of another Type of Loan under such Tranche; provided that (i)
except as otherwise provided in Section 1.10(b) or unless the Borrowers pay all
breakage costs and other amounts owing to each Lender pursuant to Section 1.11
concurrently with any such conversion, Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable to the
Loans being converted, and no partial conversion of a Borrowing of Eurodollar
Loans shall reduce the outstanding principal amount of the Eurodollar Loans made
pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable
thereto, (ii) Base Rate Loans may only be converted into Eurodollar Loans if no
Event of Default is in existence on the date of the conversion, (iii) no
conversion pursuant to this Section 1.06 shall result in a greater number of
Borrowings of Eurodollar Loans than is permitted under Section 1.02, (iv) unless
the Administrative Agent shall have determined that the Syndication Date has
occurred (at which time this clause (iv) shall no longer be applicable), Tranche
II Term Loans, Tranche III Term Loans and Tranche B Term Loans converted into
Eurodollar Loans prior to the 90th day after the Restatement Effective Date may
only have an Interest Period of one month or seven days and may only be
converted such that all Interest Periods in respect thereof shall end on the
dates required under Section 1.01(c)(i)(y), (d)(i)(y) and (e)(i)(y) and (v)
Swingline Loans may not be converted pursuant to this Section 1.06. Each such
conversion shall be effected by the Borrower by giving the Administrative Agent
at its Notice Office, prior to 11:00 A.M. (New York time), at least three
Business Days' (or one Business Day's in the case of a conversion into Base Rate
Loans) prior written notice (or telephonic notice promptly confirmed in writing)
(each, a "Notice of Conversion") specifying the Loans to be so converted, the
Borrowing(s) pursuant to which the Loans were made and, if to be converted into
a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable
thereto. The Administrative Agent shall give each


                                      -10-
<PAGE>

Lender prompt notice of any such proposed conversion affecting any of its Loans.
Upon any such conversion, the proceeds thereof will be deemed to be applied
directly on the day of such conversion to prepay the outstanding principal
amount of the Loans being converted.

          1.07 Pro Rata Borrowings. All Borrowings of Tranche II Term Loans,
Tranche III Term Loans, Tranche B Term Loans and Revolving Loans under this
Agreement shall be incurred from the Lenders pro rata on the basis of such
Lenders' Tranche II Term Loan Commitments, Tranche III Term Loan Commitments,
Tranche B Term Loan Commitments or Revolving Loan Commitments, as the case may
be; provided that all Borrowings of Revolving Loans made pursuant to a Mandatory
Borrowing shall be incurred from the RL Lenders pro rata on the basis of their
Adjusted RL Percentages. It is understood that no Lender shall be responsible
for any default by any other Lender of its obligation to make Loans hereunder
and that each Lender shall be obligated to make the Loans to be made by it
hereunder, regardless of the failure of any other Lender to fulfill its
commitments hereunder.

          1.08 Interest. (a) Each Borrower agrees to pay, on a joint and several
basis, interest in respect of the unpaid principal amount of each Base Rate Loan
from the date the proceeds thereof are made available to the Borrowers until the
earlier of (i) the maturity (whether by acceleration or otherwise) of such Base
Rate Loan and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan
pursuant to Section 1.06, at a rate per annum which shall be equal to the sum of
the Applicable Margin plus the Base Rate in effect from time to time.

          (b) Each Borrower agrees to pay, on a joint and several basis,
interest in respect of the unpaid principal amount of each Eurodollar Loan from
the date the proceeds thereof are made available to the Borrowers until the
earlier of (i) the maturity (whether by acceleration or otherwise) of such
Eurodollar Loan and (ii) the conversion of such Eurodollar Loan to a Base Rate
Loan pursuant to Section 1.06, 1.09 or 1.10, as applicable, at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to the sum
of the Applicable Margin plus the Eurodollar Rate for such Interest Period.

          (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum equal to the rate which
is the greater of (i) 2% in excess of the rate then borne by such Loans (without
giving effect to any increase in the rate borne by such Loans as a result of the
operation of this clause (c)) and (ii) the Base Rate then in effect plus 4%, in
each case with such interest to be payable on demand.

          (d) Accrued (and theretofore unpaid) interest shall be payable (i) in
respect of each Base Rate Loan, monthly in arrears on the tenth day of each
calendar month, (ii) in respect of each Eurodollar Loan, on the tenth day of
each calendar month and (iii) in respect of each Loan, on any repayment or
prepayment (on the amount repaid or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.

          (e) Upon each Interest Determination Date, the Administrative Agent
shall determine the Eurodollar Rate for each Interest Period applicable to
Eurodollar Loans and shall


                                      -11-
<PAGE>

promptly notify the respective Borrower and the Lenders thereof. Each such
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto.

          1.09 Interest Periods. At the time a Borrower gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Loan (in the case of the initial Interest Period applicable
thereto) or on the third Business Day prior to the expiration of an Interest
Period applicable to such Eurodollar Loan (in the case of any subsequent
Interest Period), such Borrower shall have the right to elect, by giving the
Administrative Agent notice thereof, the interest period (each an "Interest
Period") applicable to such Eurodollar Loan, which Interest Period shall, at the
option of such Borrower, be a seven day period or one month period prior to the
Syndication Date, and thereafter be a one, two, three or six-month period,
provided that:

          (i) all Eurodollar Loans comprising a Borrowing shall at all times
have the same Interest Period;

          (ii) the initial Interest Period for any Eurodollar Loan shall
commence on the date of Borrowing of such Eurodollar Loan (including the date of
any conversion thereto from a Loan of a different Type) and each Interest Period
occurring thereafter in respect of such Eurodollar Loan shall commence on the
day on which the next preceding Interest Period applicable thereto expires;

          (iii) if any Interest Period relating to a Eurodollar Loan begins on a
day for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period, such Interest Period shall end on the last
Business Day of such calendar month;

          (iv) if any Interest Period would otherwise expire on a day which is
not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided, however, that if any Interest Period for a Eurodollar
Loan would otherwise expire on a day which is not a Business Day but is a day of
the month after which no further Business Day occurs in such month, such
Interest Period shall expire on the next preceding Business Day;

          (v) no Interest Period may be selected at any time when an Event of
Default is then in existence;

          (vi) no Interest Period for a Borrowing of any Tranche of Loans shall
be selected which extends beyond the respective Maturity Date for such Tranche
of Loans; and

          (vii) no Interest Period in respect of any Borrowing of Tranche B Term
Loans shall be selected which extends beyond any date upon which a mandatory
repayment of such Tranche B Term Loans will be required to be made under Section
4.02(b) if the aggregate principal amount of Tranche B Term Loans, which have
Interest Periods which will expire after such date will be in excess of the
aggregate principle amount of Tranche B Term Loans then outstanding less the
aggregate amount of such required prepayment.


                                      -12-
<PAGE>

          If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the respective Borrower has failed to elect, or
is not permitted to elect, a new Interest Period to be applicable to such
Eurodollar Loans as provided above, such Borrower shall be deemed to have
elected to convert such Eurodollar Loans into Base Rate Loans effective as of
the expiration date of such current Interest Period.

          1.10 Increased Costs, Illegality, etc. (a) In the event that any
Lender shall have determined in good faith (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto but,
with respect to clause (i) below, may be made only by the Administrative Agent):

          (i) on any Interest Determination Date that, by reason of any changes
arising after the Restatement Effective Date affecting the interbank Eurodollar
market, adequate and fair means do not exist for ascertaining the applicable
interest rate on the basis provided for in the definition of Eurodollar Rate; or

          (ii) at any time, that such Lender shall incur increased costs or
reductions in the amounts received or receivable hereunder with respect to any
Eurodollar Loan because of (x) any change since the date of this Agreement in
any applicable law or governmental rule, regulation, order, guideline or request
(whether or not having the force of law) or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, order, guideline or request, such as, for
example, but not limited to: (A) a change in the basis of taxation of payment to
any Lender of the principal of or interest on such Eurodollar Loan or any other
amounts payable hereunder (except for changes in the rate of tax on, or
determined by reference to, the net income or net profits of such Lender, or any
franchise tax, in either case pursuant to the laws of the jurisdiction in which
such Lender is organized or in which such Lender's principal office or
applicable lending office is located or any subdivision thereof or therein), or
(B) a change in official reserve require ments, but, in all events, excluding
any change in reserve requirements included in the computation of the Eurodollar
Rate and/or (y) other circumstances since the date of this Agreement affecting
the interbank Eurodollar market; or

          (iii) at any time, that the making or continuance of any Eurodollar
Loan has been made (x) unlawful by any law or governmental rule, regulation or
order, (y) impossible by compliance by any Lender in good faith with any
governmental request (whether or not having force of law) or (z) impracticable
as a result of a contingency occurring after the date of this Agreement which
materially and adversely affects the interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the respective Borrower and, except in the case of clause (i) above,
to the Administrative Agent of such determination (which notice the
Administrative Agent shall promptly transmit to each of the other Lenders).
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer
be available until such time as the Administrative Agent notifies such Borrower
and the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any


                                      -13-
<PAGE>

Notice of Borrowing or Notice of Conversion given by a Borrower with respect to
Eurodollar Loans which have not yet been incurred (including by way of
conversion) shall be deemed rescinded by such Borrower, (y) in the case of
clause (ii) above, such Borrower shall pay to such Lender, five Business Days
after written demand therefor, such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise
as such Lender in its sole discretion shall determine) as shall be required to
compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (a written notice as to the additional amounts
owed to such Lender, showing the basis for the calculation thereof, submitted to
such Borrower by such Lender in good faith shall, absent manifest error, be
final and conclusive and binding on all the parties hereto) and (z) in the case
of clause (iii) above, such Borrower shall take one of the actions specified in
Section 1.10(b) as promptly as possible and, in any event, within the time
period required by law. Each of the Administrative Agent and each Lender agrees
that if it gives notice to the respective Borrower of any of the events
described in clause (i) or (ii) above, it shall promptly notify such Borrower
and, in the case of any such Lender, the Administrative Agent, if such event
ceases to exist. If any such event described in clause (iii) above ceases to
exist as to a Lender, the obligations of such Lender to make Eurodollar Loans
and to convert Base Rate Loans into Eurodollar Loans on the terms and conditions
contained herein shall be reinstated. In addition, if the Administrative Agent
gives notice to the respective Borrower that the events described in clause (i)
above cease to exist, then the obligations of the Lenders to make Eurodollar
Loans and to convert Base Rate Loans into Eurodollar Loans on the terms and
conditions contained herein (but subject to clause (iii) above) shall also be
reinstated.

          (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the respective Borrower
may (and in the case of a Eurodollar Loan affected by the circumstances
described in Section 1.10(a)(iii), such Borrower shall) either (x) if the
affected Eurodollar Loan is then being made initially or pursuant to a
conversion, cancel the respective Borrowing by giving the Administrative Agent
telephonic notice (confirmed in writing) on the same date that such Borrower was
notified by the affected Lender or the Administrative Agent pursuant to Section
1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding,
upon at least three Business Days' written notice to the Administrative Agent,
require the affected Lender to convert such Eurodollar Loan into a Base Rate
Loan, provided that, if more than one Lender is affected at any time, then all
affected Lenders must be treated the same pursuant to this Section 1.10(b).

          (c) If at any time any Lender determines in good faith that, after the
Restatement Effective Date, the introduction of or any change in any applicable
law or governmental rule, regulation, order, guideline, directive or request
(whether or not having the force of law and including, without limitation, those
announced or published prior to the Restatement Effective Date) concerning
capital adequacy, or any change in interpretation or administration thereof by
any governmental authority, central bank or comparable agency, will have the
effect of increasing the amount of capital required or expected to be maintained
by such Lender or any corporation controlling such Lender based on the existence
of such Lender's Commitments hereunder or its obligations hereunder, then the
Borrowers shall pay (and shall be jointly and severally obligated to pay) to
such Lender, five Business Days after such Lender's written


                                      -14-
<PAGE>

demand therefor, such additional amounts as shall be required to compensate such
Lender or such other corporation for the increased cost to such Lender or such
other corporation or the reduction in the rate of return to such Lender or such
other corporation as a result of such increase of capital allocable to the
existence of such Lender's commitment or obligations hereunder. In determining
such additional amounts, each Lender will act reasonably and in good faith and
will use averaging and attribution methods which are reasonable, provided that
such Lender's reasonable good faith determination of compensation owing under
this Section 1.10(c) shall, absent manifest error, be final and conclusive and
binding on all the parties hereto. Each Lender, upon determining that any
additional amounts will be payable pursuant to this Section 1.10(c), will give
prompt written notice thereof to the Borrowers, which notice shall show the
basis for calculation of such additional amounts. In addition, each such Lender,
upon determining that the circumstances giving rise to the payment of additional
amounts pursuant to this Section 1.10(c) cease to exist, will give prompt
written notice thereof to the Borrowers.

          1.11 Compensation. The Borrowers shall, on a joint and several basis,
compensate each Lender, upon its written request (which request shall set forth
the basis for requesting such compensation), for all reasonable losses, expenses
and liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Eurodollar Loans but excluding any loss of
anticipated profit) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender or the Administrative Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion (whether or not
withdrawn by the respective Borrower or deemed withdrawn pursuant to Section
1.10(a)); (ii) if any repayment (including any repayment made pursuant to
Section 4.01 or 4.02 or as a result of an acceleration of the Loans pursuant to
Section 10) or conversion of any Eurodollar Loans occurs on a date which is not
the last day of an Interest Period with respect thereto; (iii) if any prepayment
of any Eurodollar Loans is not made on any date specified in a notice of
prepayment given by the respective Borrower; or (iv) as a consequence of (x) any
other default by any Borrower to repay the Loans when required by the terms of
this Agreement or any Note held by such Lender or (y) any election made pursuant
to Section 1.10(b).

          1.12 Change of Lending Office. Each Lender agrees that on the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to such
Lender, it will, if requested by any Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans or Letters of Credit affected by such event, provided that
such designation is made on such terms that such Lender and its lending office
suffer no economic, legal or regulatory disadvantage, with the object of
avoiding or reducing the consequence of the event giving rise to the operation
of such Section. Nothing in this Section 1.12 shall affect or postpone any of
the obligations of any Borrower or the right of any Lender provided in Sections
1.10, 2.05 and 4.04.

          1.13 Replacement of Lenders. (a) (x) If any Lender (i) becomes a
Defaulting Lender or otherwise defaults in its obligations to make Loans or fund
Unpaid Drawings or (ii)


                                      -15-
<PAGE>

refuses to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Lenders as provided in Section 13.12(b) or (y) upon the occurrence of
any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section
1.10(c), Section 2.05 or Section 4.04 with respect to any Lender which results
in such Lender charging to the Borrowers increased costs in excess of those
being generally charged by the other Lenders, the Borrowers shall have the
right, if no Default or Event of Default will exist immediately after giving
effect to the respective replacement, to either replace such Lender (the
"Replaced Lender") with one or more other Eligible Transferee or Transferees,
none of whom shall constitute a Defaulting Lender at the time of such
replacement (collectively, the "Replacement Lender") reasonably acceptable to
the Administrative Agent or, at the option of the Borrowers, to replace only (a)
the Revolving Loan Commitment (and outstandings pursuant thereto) of the
Replaced Lender with an identical Revolving Loan Commitment provided by the
Replacement Lender or (b) in the case of a replacement as provided in Section
13.12(b) where the consent of the respective Lender is required with respect to
less than all Tranches of its Loans or Commitments, the Commitments and/or
outstanding Term Loans of such Lender in respect of each Tranche where the
consent of such Lender would otherwise be individually required, with identical
Commitments and/or Loans of the respective Tranche provided by the Replacement
Lender; provided that (i) at the time of any replacement pursuant to this
Section 1.13, the Replaced Lender and the Replacement Lender shall enter into
one or more Assignment and Assumption Agreements pursuant to Section 13.04(b)
(and with all fees payable pursuant to said Section 13.04(b) to be paid by the
Replacement Lender) pursuant to which the Replacement Lender shall acquire all
of the Commitments and outstanding Loans (or, in the case of the replacement of
only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and
outstanding Revolving Loans or (b) the outstanding Term Loans of one or more
Tranches, the outstanding Term Loans of the respective Tranche or Tranches) of,
and in each case (except for the replacement of only the outstanding Term Loans
of one or more Tranches of the respective Lender) participations in Letters of
Credit by, the Replaced Lender and, in connection therewith, shall pay to (x)
the Replaced Lender in respect thereof an amount equal to the sum (without
duplication) of (1) an amount equal to the principal of, and all accrued
interest on, all outstanding Loans (or, in the case of the replacement of only
(I) the Revolving Loan Commitment, the outstanding Revolving Loans or (II) the
Term Loans of one or more Tranches, the outstanding Term Loans of such Tranche
or Tranches) of the Replaced Lender together with all then unpaid interest with
respect thereto at such time, (2) except in the case of the replacement of only
the outstanding Term Loans of one or more Tranches of a Replaced Lender, an
amount equal to all Unpaid Drawings that have been funded by (and not reimbursed
to) such Replaced Lender, together with all then unpaid interest with respect
thereto at such time and (3) an amount equal to all accrued, but theretofore
unpaid, Fees owing to the Replaced Lender (but only with respect to the relevant
Tranche, in the case of the replacement of less than all Tranches of Loans then
held by the respective Replaced Lender) pursuant to Section 3.01 and (y) except
in the case of the replacement of only the outstanding Term Loans of one or more
Tranches of a Replaced Lender, the respective Issuing Lender an amount equal to
such Replaced Lender's Adjusted RL Percentage of any Unpaid Drawing (which at
such time remains an Unpaid Drawing) to the extent such amount was not
theretofore funded by such Replaced Lender, and (ii) all obligations of the
Borrowers owing to the Replaced Lender (other than those (a) specifically
described in clause (i) above of this proviso in respect of which the assignment


                                      -16-
<PAGE>

purchase price has been, or is concurrently being, paid or (b) relating to any
Tranche of Loans and/or Commitments of the respective Replaced Lender which will
remain outstanding after giving effect to the respective replacement) shall be
paid in full to such Replaced Lender concurrently with such replacement.

          (b) Upon the execution of the respective Assignment and Assumption
Agreements, the payment of amounts referred to in clauses (i) and (ii) of the
proviso of Section 1.13(a) and, if so requested by the Replacement Lender,
delivery to the Replacement Lender of the appropriate Note or Notes executed by
each Borrower, (x) the Replacement Lender shall become a Lender hereunder and,
unless the respective Replaced Lender continues to have outstanding Term Loans
or a Revolving Loan Commitment hereunder, the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions
under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05,
4.04, 12.06, 13.01 and 13.06), which shall survive as to such Replaced Lender
and (y) in the case of a replacement of a Defaulting Lender with a
Non-Defaulting Lender, the Adjusted RL Percentages of the Lenders shall be
automatically adjusted at such time to give effect to such replacement (and to
give effect to the replacement of a Defaulting Lender with one or more
Non-Defaulting Lenders). Upon the Replaced Lender ceasing to be a Lender
hereunder, such Replaced Lender agrees to promptly return to the Borrowers the
Note or Notes theretofore delivered to such Replaced Lender pursuant to this
Agreement marked "cancelled", or if such Replaced Lender has lost or cannot find
such Note or Notes, such Replaced Lender will execute and deliver to the
Borrowers a customary lost note and indemnity agreement in form and substance
reasonably satisfactory to the Borrowers.

          SECTION 2. Letters of Credit.

          2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, any Borrower may request that any Issuing Lender
issue, at any time and from time to time on and after the Restatement Effective
Date and prior to the Revolving Loan Maturity Date, for the account of such
Borrower and for the benefit of any holder (or any trustee, agent or other
similar representative for any such holders) of L/C Supportable Obligations, an
irrevocable standby letter of credit, in a form customarily used by such Issuing
Lender or in such other form as has been approved by such Issuing Lender, such
approval not to be unreasonably withheld or delayed (each such standby letter of
credit, a "Letter of Credit") in support of such L/C Supportable Obligations. On
the Restatement Effective Date, all Original Letters of Credit shall be deemed
to have been issued under this Agreement and shall for all purposes constitute
"Letters of Credit" hereunder.

          (b) Subject to the terms and conditions contained herein, the
Administrative Agent hereby agrees that it will (and at a Borrower's request
each other Issuing Lender may, at its option, agree that it will), at any time
and from time to time on or after the Restatement Effective Date and prior to
the Revolving Loan Maturity Date, following its receipt of the respective Letter
of Credit Request, issue for the account of the respective Borrower one or more
Letters of Credit in support of such L/C Supportable Obligations of such
Borrower or any of its Subsidiaries as is permitted to remain outstanding
without giving rise to a Default or Event of Default hereunder,


                                      -17-
<PAGE>

provided that the respective Issuing Lender shall be under no obligation to
issue any Letter of Credit if at the time of such issuance:

          (i) any order, judgment or decree of any governmental authority or
arbitrator shall purport by its terms to enjoin or restrain such Issuing Lender
from issuing such Letter of Credit or any requirement of law applicable to such
Issuing Lender or any request or directive (whether or not having the force of
law) from any governmental authority with jurisdiction over such Issuing Lender
shall prohibit, or request that such Issuing Lender refrain from, the issuance
of letters of credit generally or such Letter of Credit in particular or shall
impose upon such Issuing Lender with respect to such Letter of Credit any
restriction or reserve or capital requirement (for which such Issuing Lender is
not otherwise compensated) not in effect on the date hereof, or any unreimbursed
loss, cost or expense which was not applicable, in effect or known to such
Issuing Lender as of the date hereof and which such Issuing Lender in good faith
deems material to it; or

          (ii) such Issuing Lender shall have received notice from any Lender
prior to the issuance of such Letter of Credit of the type described in the
second sentence of Section 2.02(b).

          (c) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) and the aggregate
principal amount of all Revolving Loans made by the Non-Defaulting Lenders and
then outstanding and all Swingline Loans then outstanding, would exceed the
Adjusted Total Revolving Loan Commitment at such time, (ii) each Letter of
Credit shall be denominated in Dollars, (iii) each Letter of Credit shall by its
terms terminate on or before the earlier of (A) the date which occurs 12 months
after the date of the issuance thereof (although any such Letter of Credit may
be automatically extendable for successive periods of up to 12 months, but not
beyond the tenth Business Day prior to the Revolving Loan Maturity Date, on
terms acceptable to the Issuing Lender thereof) and (B) the tenth Business Day
prior to the Revolving Loan Maturity Date, (iv) the Stated Amount of each Letter
of Credit upon issuance shall be not less than $100,000 or such lesser amount as
is acceptable to the respective Issuing Lender and (v) no Letter of Credit shall
be issued the Stated Amount of which, when added to (A) the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit), (B) the aggregate
principal amount of all Swingline Loans (exclusive of Swingline Loans which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) then outstanding, and (C) the
aggregate principal amount of all W/C Loans outstanding at such time, would
exceed 10% of the Adjusted Total Revolving Loan Commitment then in effect.
Notwithstanding anything to the contrary contained in this Agreement, in the
event that a Lender Default exists, the respective Issuing Lender shall not be
required to issue any Letter of Credit unless such Issuing Lender has entered
into an arrangement satisfactory to it and the respective Borrower to eliminate
such Issuing Lender's risk with respect to the participation in Letters of
Credit by the Defaulting Lender or Lenders, including by cash collateralizing
such Defaulting Lender's or Lenders' Percentage of the Letter of Credit
Outstandings.


                                      -18-
<PAGE>

          2.02 Letter of Credit Requests. (a) Whenever a Borrower desires that a
Letter of Credit be issued for its account, such Borrower shall give the
Administrative Agent and the respective Issuing Lender at least three Business
Days' (or such shorter period as is acceptable to the respective Issuing Lender)
written notice thereof. Each notice shall be in the form of Exhibit C (each a
"Letter of Credit Request").

          (b) The making of each Letter of Credit Request shall be deemed to be
a representation and warranty by the respective Borrower that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 2.01(c). Unless the respective Issuing Lender has received notice
from any Lender before it issues a Letter of Credit that one or more of the
conditions specified in Section 5 or Section 6, as applicable, are not then
satisfied, or that the issuance of such Letter of Credit would violate Section
2.01(c), then such Issuing Lender may issue the requested Letter of Credit for
the account of the respective Borrower in accordance with such Issuing Lender's
usual and customary practices. Upon the issuance of any Letter of Credit, such
Issuing Lender shall promptly notify each Lender of such issuance and such
notice shall be accompanied by a copy of the issued Letter of Credit.

          2.03 Letter of Credit Participations. (a) Immediately upon the
issuance by any Issuing Lender of any Letter of Credit, such Issuing Lender
shall be deemed to have sold and transferred to each RL Lender, other than such
Issuing Lender (each such RL Lender, in its capacity under this Section 2.03, a
"Participant"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Lender, without
recourse or warranty, an undivided interest and participation, to the extent of
such Participant's Adjusted RL Percentage, in such Letter of Credit, each
drawing made thereunder and the obligations of the relevant Borrower under this
Agreement with respect thereto (excluding the Facing Fee), and any security
therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan
Commitments or the Adjusted RL Percentages of the RL Lenders pursuant to Section
1.13 or 13.04, it is hereby agreed that, with respect to all outstanding Letters
of Credit and Unpaid Drawings, there shall be an automatic adjustment to the
participations pursuant to this Section 2.03 to reflect the new Adjusted RL
Percentages of the assignor and assignee Lender or of all RL Lenders, as the
case may be.

          (b) In determining whether to pay under any Letter of Credit, the
respective Issuing Lender shall have no obligation relative to the other Lenders
other than to confirm that any documents required to be delivered under such
Letter of Credit appear to have been delivered and that they appear to comply on
their face with the requirements of such Letter of Credit. Any action taken or
omitted to be taken by any Issuing Lender under or in connection with any Letter
of Credit, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not create for such Issuing Lender any resulting liability to
any Borrower or any Lender.

          (c) In the event that any Issuing Lender makes any payment under any
Letter of Credit and the respective Borrower shall not have reimbursed such
amount in full to such Issuing Lender pursuant to Section 2.04(a), such Issuing
Lender shall promptly notify the Administrative Agent, which shall promptly
notify each Participant, of such failure, and each Participant shall promptly
and unconditionally pay to such Issuing Lender the amount of such Participant's


                                      -19-
<PAGE>

Adjusted RL Percentage of such unreimbursed payment in Dollars and same day
funds. If the Administrative Agent so notifies any Participant prior to 11:00
A.M. (New York time) on any Business Day, such Participant shall make available
such funds to such Issuing Lender on such Business Day. If and to the extent
such Participant shall not have so made its Adjusted RL Percentage of the amount
of such payment available to such Issuing Lender, such Participant agrees to pay
to such Issuing Lender, forthwith on demand such amount, together with interest
thereon, for each day from such date until the date such amount is paid to such
Issuing Lender at the overnight Federal Funds Rate. The failure of any
Participant to make available to such Issuing Lender its Adjusted RL Percentage
of any payment under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to such Issuing Lender
its Adjusted RL Percentage of any payment under any Letter of Credit on the date
required, as specified above, but no Participant shall be responsible for the
failure of any other Participant to make available to such Issuing Lender such
other Participant's Adjusted RL Percentage of any such payment.

          (d) Whenever any Issuing Lender receives a payment of a reimbursement
obligation as to which it has received any payments from the Participants
pursuant to clause (c) above, such Issuing Lender shall forward such payment to
the Administrative Agent, which in turn shall distribute to each Participant
which has paid its Adjusted RL Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant's share (based upon the proportionate
aggregate amount originally funded by such Participant to the aggregate amount
funded by all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.

          (e) Upon the request of any Participant, each Issuing Lender shall
furnish to such Participant copies of any Letter of Credit issued by it and such
other documentation as may reasonably be requested by such Participant.

          (f) The obligations of the Participants to make payments to each
Issuing Lender with respect to Letters of Credit issued by it shall be
irrevocable and, except as provided in Section 2.03(b), not subject to any
qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

          (i) any lack of validity or enforceability of this Agreement or any of
the other Credit Documents;

          (ii) the existence of any claim, setoff, defense or other right which
the respective Borrower or any of its Subsidiaries may have at any time against
a beneficiary named in a Letter of Credit, any transferee of any Letter of
Credit (or any Person for whom any such transferee may be acting), the
Administrative Agent, any Issuing Lender, any Participant, or any other Person,
whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transaction between the respective Borrower and the beneficiary named
in any such Letter of Credit);


                                      -20-
<PAGE>

          (iii) any draft, certificate or any other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect;

          (iv) the surrender or impairment of any security for the performance
or observance of any of the terms of any of the Credit Documents; or

          (v) the occurrence of any Default or Event of Default.

          2.04 Agreement to Repay Letter of Credit Drawings. (a) Each Borrower
hereby agrees to reimburse the respective Issuing Lender, by making payment to
the Administrative Agent in immediately available funds at the Payment Office,
for any drawing (each, a "Drawing") made by it under any Letter of Credit (each
such Drawing until reimbursed, an "Unpaid Drawing"), no later than four Business
Days after the date of such Drawing, with interest on the amount of such
Drawing, to the extent not reimbursed prior to 12:00 Noon (New York time) on the
date of such Drawing, from and including the date of such Drawing to but
excluding the date such Issuing Lender was reimbursed by any Borrower therefor
at a rate per annum which shall be the Base Rate in effect from time to time
plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans;
provided, however, to the extent such amounts are not reimbursed prior to 12:00
Noon (New York time) on the seventh Business Day following such Drawing,
interest shall thereafter accrue on the amount (and until reimbursed by any
Borrower) at a rate per annum which shall be the Base Rate in effect from time
to time plus 4%, in each such case, with interest to be payable on demand. The
respective Issuing Lender shall give the respective Borrower prompt written
notice of each Drawing under any Letter of Credit, provided that the failure to
give any such notice shall in no way affect, impair or diminish any Borrower's
obligations hereunder.

          (b) The obligations of each Borrower under this Section 2.04 to
reimburse the respective Issuing Lender with respect to Drawings (including
interest thereon) shall constitute the joint and several obligations of the
Borrowers and shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which any Borrower may have or have had against any Lender (including in its
capacity as an Issuing Lender or as a Participant), or any nonapplication or
misapplication by the beneficiary of the proceeds of such Drawing, the
respective Issuing Lender's only obligation to any Borrower being to confirm
that any documents required to be delivered under such Letter of Credit appear
to have been delivered and that they appear to comply on their face with the
requirements of such Letter of Credit. Any action taken or omitted to be taken
by any Issuing Lender under or in connection with any Letter of Credit if taken
or omitted in the absence of gross negligence or willful misconduct, shall not
create for such Issuing Lender any resulting liability to any Borrower.

          2.05 Increased Costs. If at any time after the Restatement Effective
Date, the introduction of or any change in any applicable law, rule, regulation,
order, guideline or request or in the interpretation or administration thereof
by any governmental authority charged with the interpretation or administration
thereof, or compliance by any Issuing Lender or any Participant


                                      -21-
<PAGE>

with any request or directive by any such authority (whether or not having the
force of law), or any change in generally accepted accounting principles, shall
either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against letters of credit issued by any Issuing
Lender or participated in by any Participant, or (ii) impose on any Issuing
Lender or any Participant any other conditions relating, directly or indirectly,
to this Agreement or any Letter of Credit; and the result of any of the
foregoing is to increase the cost to any Issuing Lender or any Participant of
issuing, maintaining or participating in any Letter of Credit, or reduce the
amount of any sum received or receivable by any Issuing Lender or any
Participant hereunder or reduce the rate of return on its capital with respect
to Letters of Credit (except for changes in the rate of tax on, or determined by
reference to, the net income or profits of such Issuing Lender or such
Participant, or any franchise tax, in either case pursuant to the laws of the
United States of America, the jurisdiction in which it is organized or in which
its principal office or applicable lending office is located or any subdivision
thereof or therein), but without duplication of any amounts payable in respect
of Taxes pursuant to Section 4.04(a), then, five Business Days after written
demand to the respective Borrower by such Issuing Lender or any Participant (a
copy of which demand shall be sent by such Issuing Lender or such Participant to
the Administrative Agent), such Borrower shall pay to such Issuing Lender or
such Participant such additional amount or amounts as will compensate such
Lender for such increased cost or reduction in the amount receivable or
reduction on the rate of return on its capital, and all such payment obligations
of the relevant Borrower shall constitute the joint and several obligations of
the Borrowers. Any Issuing Lender or any Participant, upon determining that any
additional amounts will be payable pursuant to this Section 2.05, will give
prompt written notice thereof to the respective Borrower, which notice shall
include a certificate submitted to such Borrower by such Issuing Lender or such
Participant (a copy of which certificate shall be sent by such Issuing Lender or
such Participant to the Administrative Agent), setting forth in reasonable
detail the basis for and the calculation of such additional amount or amounts
necessary to compensate such Issuing Lender or such Participant. The certificate
required to be delivered pursuant to this Section 2.05 shall, if delivered in
good faith and absent manifest error, be final and conclusive and binding on the
respective Borrower.

          SECTION 3. Fees; Reductions of Commitment.

          3.01 Fees. (a) The Borrowers jointly and severally agree to pay to the
Administrative Agent for distribution to each Non-Defaulting Lender with a
Revolving Loan Commitment, a commitment fee (the "Commitment Fee") for the
period from the Restatement Effective Date to but excluding the Revolving Loan
Maturity Date (or until such earlier date as the Total Revolving Loan Commitment
shall have been terminated), computed at a rate for each day equal to the
Applicable Margin on the daily average Unutilized Revolving Loan Commitment of
such Non-Defaulting Lender. Accrued Commitment Fees shall be due and payable
quarterly in arrears on the tenth day of each January, April, July and October,
on the date of any reduction of the Total Unutilized Revolving Loan Commitment
pursuant to Section 3.02 and on the Revolving Loan Maturity Date or such earlier
date upon which the Total Revolving Loan Commitment is terminated.


                                      -22-
<PAGE>

          (b) The Borrowers jointly and severally agree to pay to the
Administrative Agent for distribution to each Non-Defaulting Lender with a
Revolving Loan Commitment (based on their respective Adjusted RL Percentages) a
fee in respect of each Letter of Credit issued hereunder (the "Letter of Credit
Fee"), for the period from and including the date of issuance of such Letter of
Credit to and including the termination of such Letter of Credit, computed at a
rate per annum equal to the Applicable Margin then in effect for Revolving Loans
maintained as Eurodollar Loans on the daily average Stated Amount of such Letter
of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in
arrears on the tenth day of each January, April, July and October and upon the
first day on or after the termination of the Total Revolving Loan Commitment
upon which no Letters of Credit remain outstanding.

          (c) The Borrowers jointly and severally agree to pay to the respective
Issuing Lender, for its own account, a facing fee in respect of each Letter of
Credit issued by it hereunder (the "Facing Fee") for the period from and
including the date of issuance of such Letter of Credit to and including the
termination of such Letter of Credit, computed at a rate equal to 0.125% per
annum of the daily average Stated Amount of such Letter of Credit. Accrued
Facing Fees shall be due and payable quarterly in arrears on the tenth day of
each January, April, July and October and on the date upon which such Letter of
Credit has been terminated in accordance with its terms.

          (d) The Borrowers jointly and severally agree to pay, upon each
drawing under, issuance of, or amendment to, any Letter of Credit, such amount
as shall at the time of such event be the administrative charge which the
respective Issuing Lender is generally imposing in connection with such
occurrence with respect to letters of credit.

          (e) The Borrowers jointly and severally agree to pay to each of the
Arrangers, for their own account, such other fees as have been agreed to in
writing by any Borrower with the Arrangers.

          3.02 Voluntary Termination of Commitments. Upon at least three
Business Days' prior written notice to the Administrative Agent at its Notice
Office (which notice the Administrative Agent shall promptly transmit to each of
the Lenders), either Borrower shall have the right, at any time or from time to
time, without premium or penalty, to terminate or partially reduce the Total
Unutilized Revolving Loan Commitment, in integral multiples of $1,000,000;
provided that (x) each such reduction shall apply proportionately to permanently
reduce the Revolving Loan Commitment of each RL Lender and (y) no reduction to
the Total Unutilized Revolving Loan Commitment shall be in an amount which would
cause the Revolving Loan Commitment of any RL Bank to be reduced (as required by
the preceding clause (x)) by an amount which exceeds the remainder of (A) the
Unutilized Revolving Loan Commitment of such RL Bank as in effect immediately
before giving effect to such reduction minus (B) such RL Bank's Adjusted RL
Percentage of the aggregate principal amount of Swingline Loans then
outstanding.

          3.03 Mandatory Termination and Reduction of Commitments. (a) The Total
New Commitments (and the Tranche II Term Loan Commitment, the Tranche III Term
Loan


                                      -23-
<PAGE>

Commitment and the Tranche B Term Loan Commitment of each Lender) shall
terminate in their entirety on June 5, 1998 and each of the Original Credit
Agreements shall continue in effect unless the Restatement Effective Date shall
have occurred on or prior to such date.

          (b) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Tranche II Term Loan Commitment (and the Tranche
II Term Loan Commitment of each Lender) shall (i) terminate in its entirety on
the Restatement Effective Date (after giving effect to the making of the Tranche
II Term Loans on such date) and (ii) prior to the termination of the Total
Tranche II Term Loan Commitment as provided in clause (i) above, be reduced from
time to time to the extent required by Section 4.02.

          (c) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Tranche III Term Loan Commitment (and the
Tranche III Term Loan Commitment of each Lender) shall (i) terminate in its
entirety on the Restatement Effective Date (after giving effect to the making of
the Tranche III Term Loans on such date) and (ii) prior to the termination of
the Total Tranche III Term Loan Commitment as provided in clause (i) above, be
reduced from time to time to the extent required by Section 4.02.

          (d) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Tranche B Term Loan Commitment (and the Tranche
B Term Loan Commitment of each Lender) shall (i) terminate in its entirety on
the Restatement Effective Date (after giving effect to the making of the Tranche
B Term Loans on such date) and (ii) prior to the termination of the Total
Tranche B Term Loan Commitment as provided in clause (i) above, be reduced from
time to time to the extent required by Section 4.02.

          (e) In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Revolving Loan Commitment (and the Revolving
Loan Commitment of each RL Lender) shall terminate in its entirety on the
Revolving Loan Maturity Date.

          (f) Each reduction to the Total Tranche II Term Loan Commitment, the
Total Tranche III Term Loan Commitment, the Total Tranche B Term Loan Commitment
and the Total Revolving Loan Commitment pursuant to this Section 3.03 (or
pursuant to Section 4.02) shall be applied proportionately to reduce the Tranche
I Term Loan Commitment, the Tranche II Term Loan Commitment, the Tranche III
Term Loan Commitment, the Tranche B Term Loan Commitment or the Revolving Loan
Commitment, as the case may be, of each Lender with such a Commitment.
Notwithstanding the foregoing, so long as the Tranche II Term Loan Commitment or
Tranche III Term Loan Commitment remain outstanding, each Lender with a Tranche
B Term Loan Commitment may refuse all or any portion of any reduction of its
Tranche B Term Loan Commitment pursuant to Section 4.02(c) or (d), in which case
all commitment reductions so refused shall be applied pro rata to reduce the
Tranche II Term Loan Commitment and Tranche III Term Loan Commitment, as the
case may be, of each Lender with such a Commitment.

          SECTION 4. Prepayments; Payments; Taxes.


                                      -24-
<PAGE>

          4.01 Voluntary Prepayments. Each Borrower shall have the right to
prepay the Loans and the right to allocate such prepayments to Revolving Loans,
Swingline Loans, Tranche I Term Loans, Tranche II Term Loans, Tranche III Term
Loans and/or Tranche B Term Loans as such Borrower elects, without premium or
penalty, in whole or in part at any time and from time to time on the following
terms and conditions: (i) such Borrower shall give the Administrative Agent
prior to 12:00 Noon (New York time) at its Notice Office (x) at least one
Business Day's prior written notice (or telephonic notice promptly confirmed in
writing) of such Borrower's intent to prepay Base Rate Loans and (y) at least
three Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) of such Borrower's intent to prepay Eurodollar Loans, the
amount of such prepayment and the Types of Loans to be prepaid and, in the case
of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which
made, which notice (other than any notice to prepay Swingline Loans) the
Administrative Agent shall promptly transmit to each of the Lenders; (ii) each
prepayment of Loans shall be in an aggregate principal amount of at least
$1,000,000, provided that if any partial prepayment of Eurodollar Loans made
pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made
pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount
applicable thereto, then such Borrowing may not be continued as a Borrowing of
Eurodollar Loans and any election of an Interest Period with respect thereto
given by the relevant Borrower shall have no force or effect; (iii) each
prepayment in respect of any Loans made pursuant to a Borrowing shall be applied
pro rata among the Lenders which made such Loans, provided that in connection
with any prepayment of Loans pursuant to this Section 4.01(a), such prepayment
shall not be applied to any Loans of a Defaulting Lender; (iv) each prepayment
of Term Loans pursuant to this Section 4.01 shall be applied to the Tranche I
Term Loans, Tranche II Term Loans, Tranche III Term Loans and Tranche B Term
Loans on a pro rata basis (based upon the then outstanding principal amount of
such loans), provided, that notwithstanding the foregoing, so long as Tranche I
Term Loans, Tranche II Term Loans or Tranche III Term Loans remain outstanding,
each Lender with Tranche B Term Loans outstanding may refuse all or any portion
of such prepayment allocable to it pursuant to this Section 4.01, in which case
all prepayments so refused shall be applied to prepay the Tranche I Term Loans,
the Tranche II Term Loans and Tranche III Term Loans then outstanding on a pro
rata basis; and (v) each prepayment of principal of Tranche B Term Loans
pursuant to this Section 4.01 shall be applied to reduce the then remaining
Scheduled Repayments of such Tranche in direct order of maturity (based upon the
then remaining principal amounts of the Scheduled Repayments of such Tranche
after giving effect to all prior reductions thereto).

          4.02 Mandatory Repayments and Cash Collateralization. (a)(i) On any
day on which the sum of (x) the aggregate outstanding principal amount of the
Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving
effect to all other repayments thereof on such date) and (y) the Letter of
Credit Outstandings on such date exceeds the Adjusted Total Revolving Loan
Commitment as then in effect, the Borrowers shall prepay principal of Swingline
Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans of
Non-Defaulting Lenders in an amount equal to such excess. If, after giving
effect to the prepayment or repayment of all outstanding Swingline Loans and all
outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of
the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan
Commitment as then in effect, the Borrowers shall


                                      -25-
<PAGE>

on a joint and several basis pay to the Administrative Agent at the Payment
Office on such date an amount of cash or Cash Equivalents equal to the amount of
such excess (up to a maximum amount equal to the Letter of Credit Outstandings
at such time), such cash or Cash Equivalents to be held as security for all
obligations of the Borrowers to Non-Defaulting Lenders hereunder in a cash
collateral account to be established by the Administrative Agent.

          (ii) On any day on which the aggregate outstanding principal amount of
the Revolving Loans made by any Defaulting Lender exceeds the Revolving Loan
Commitment of such Defaulting Lender, the Borrowers shall on a joint and several
basis prepay principal of Revolving Loans of such Defaulting Lender in an amount
equal to such excess.

          (b) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on the tenth day following each date
set forth below (other than the Tranche B Term Loan Maturity Date, on which date
such amounts will be owed immediately), the Borrowers shall be required to repay
that principal amount of Tranche B Term Loans, to the extent then outstanding,
as is set forth opposite such date (each such repayment, as the same may be
reduced as provided in Sections 4.01 and 4.02(e), a "Scheduled Repayment"):


                                      -26-
<PAGE>

<TABLE>
<CAPTION>
         Scheduled Repayment Date                         Amount
         ------------------------                         ------
         <S>                                               <C>

         June 30, 1998                                     $250,000
         September 30, 1998                                $250,000
         December 31, 1998                                 $250,000

         March 31, 1999                                    $250,000
         June 30, 1999                                     $250,000
         September 30, 1999                                $250,000
         December 31, 1999                                 $250,000

         March 31, 2000                                    $250,000
         June 30, 2000                                     $250,000
         September 30, 2000                                $250,000
         December 31, 2000                                 $250,000

         March 31, 2001                                    $250,000
         June 30, 2001                                     $250,000
         September 30, 2001                                $250,000
         December 31, 2001                                 $250,000

         March 31, 2002                                    $250,000
         June 30, 2002                                     $250,000
         September 30, 2002                                $250,000
         December 31, 2002                                 $250,000

         Tranche  B Term Loan Maturity Date            $595,250,000
                                                       ------------
</TABLE>

          (c) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the
Restatement Effective Date upon which any Borrower, any Guarantor or any of
their respective Subsidiaries receives Net Sale Proceeds from any Asset Sale, an
amount equal to the Applicable Prepayment Percentage of the Net Sale Proceeds
from such Asset Sale shall be applied as a mandatory repayment in accordance
with the requirements of Sections 4.02(e) and (f); provided that (x) with
respect to no more than $550,000,000 in the aggregate of such Net Sale Proceeds
received by any Borrower, any Guarantor or any of their respective Subsidiaries
in connection with an Asset Sale of Non-Strategic Assets, such Net Sale Proceeds
shall not give rise to a mandatory repayment on such date to the extent that no
Default or Event of Default then exists and such Net Sale Proceeds are used or
contractually committed to be used to purchase assets used or to be used in the
businesses permitted pursuant to Section 9.01 (including, without limitation
(but only to the extent permitted by Section 9.04), the purchase of the capital
stock of a Person engaged in such businesses) within 195 days following the date
of receipt of such Net Sale Proceeds from such Asset Sale and (y) (i) if all or
any portion of such Net Sale Proceeds are not so used (or contractually
committed to be used) within such 195-day period, such remaining portion shall
be applied on the last day of such period as a mandatory repayment as provided
above and (ii) if all or any portion of such Net Sale Proceeds are not so used
within such 195-day period referred to in clause (i) of this clause (y) because
such amount is contractually committed to be used and


                                      -27-
<PAGE>

subsequent to such date such contract is terminated or expires without being
extended and without such portion being so used, such remaining portion shall be
applied on the date of such ter mination or expiration as a mandatory repayment
as provided above.

          (d) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date on or after the
Restatement Effective Date on which any Borrower, any Guarantor or any of their
respective Subsidiaries receives any cash proceeds from any incurrence of
Indebtedness (other than (w) Indebtedness permitted to be incurred pursuant to
Section 9.05(iii) as in effect on the Restatement Effective Date, (x)
Indebtedness of the Borrowers, the Guarantors and their respective Subsidiaries
representing purchase money Indebtedness secured by Liens permitted pursuant to
Section 9.06(xii), (y) intercompany Indebtedness to the extent permitted under
Section 9.04(ii), and (z) Indebtedness incurred pursuant to the construction
and/or major renovation of any Hotel) an amount equal to the Applicable
Prepayment Percentage of the Net Cash Proceeds of the respective incurrence of
Indebtedness shall be applied as a mandatory repayment in accordance with the
requirements of Sections 4.02(e) and (f).

          (e) Each amount required to be applied pursuant to Sections 4.02(c)
and (d) in accordance with this Section 4.02(e) shall be applied (i) first, to
repay the outstanding principal amount of Tranche I Term Loans, (ii) second, to
the extent in excess of amounts required to be applied pursuant to preceding
clause (i), to repay the outstanding principal amount of Tranche II Term Loans,
(iii) third, to the extent in excess of the amounts required to be applied
pursuant to preceding clauses (i) and (ii), to repay the outstanding principal
amount of Tranche III Term Loans, and (iv) fourth, to the extent in excess of
the amounts required to be applied pursuant to preceding clauses (i), (ii) and
(iii), to repay the outstanding principal amount of Tranche B Term Loans. All
repayments of outstanding Tranche B Term Loans pursuant to Section 4.02(c) or
(d) shall be applied to reduce the then remaining Scheduled Repayments of such
Tranche on a pro rata basis (based upon the then remaining Scheduled Repayments
of such Tranche or after giving effect to all prior reductions thereto).

          (f) With respect to each repayment of Loans required by this Section
4.02, either Borrower may designate the Types of Loans of the respective Tranche
which are to be repaid and, in the case of Eurodollar Loans, the specific
Borrowing or Borrowings of the respective Tranche pursuant to which made,
provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02
may only be made on the last day of an Interest Period applicable thereto unless
(x) all Eurodollar Loans of the respective Tranche with Interest Periods ending
on such date of required repayment and all Base Rate Loans of the respective
Tranche have been paid in full and/or (y) concurrently with such repayment, the
Borrowers pay all breakage costs and other amounts owing to each Lender pursuant
to Section 1.11; (ii) if any repayment of Eurodollar Loans made pursuant to a
single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto, such Borrowing shall be converted at the end of the then current
Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of
any Tranche of Loans made pursuant to a Borrowing shall be applied pro rata
among such Tranche of Loans. In the absence of a designation by any Borrower as
described in the preceding sentence, the Administrative Agent


                                      -28-
<PAGE>

shall, subject to the above, make such designation in its sole discretion.
Notwithstanding the foregoing provisions of this Section 4.02(f), if at any time
the mandatory prepayment of Term Loans pursuant to Section 4.02 above would
result, after giving effect to the procedures set forth above, in the Borrowers
incurring breakage costs under Section 1.11 as a result of Eurodollar Loans
being prepaid other than on the last day of an Interest Period applicable
thereto (the "Affected Eurodollar Loans"), then the Borrowers may in their sole
discretion initially deposit a portion (up to 100%) of the amounts that
otherwise would have been paid in respect of the Affected Eurodollar Loans with
the Administrative Agent (which deposit must be equal in amount to the amount of
the Affected Eurodollar Loans not immediately prepaid) to be held as security
for the obligations of the Borrowers hereunder pursuant to a cash collateral
agreement to be entered into in form and substance reasonably satisfactory to
the Administrative Agent and shall provide for investments satisfactory to the
Administrative Agent and the Borrowers, with such cash collateral to be directly
applied upon the first occurrence (or occurrences) thereafter of the last day of
an Interest Period applicable to the relevant Term Loans that are Eurodollar
Loans (or such earlier date or dates as shall be requested by the Borrowers), to
repay an aggregate principal amount of such Term Loans equal to the Affected
Eurodollar Loans not initially prepaid pursuant to this sentence.
Notwithstanding anything to the contrary contained in the immediately preceding
sentence, all amounts deposited as cash collateral pursuant to the immediately
preceding sentence shall be held for the sole benefit of the Lenders whose Loans
would otherwise have been immediately prepaid with the amounts deposited upon
the taking of any action by the Administrative Agent or the Lenders pursuant to
the remedial provisions of Section 10 any amounts held as cash collateral
pursuant to this Section 4.02(f) shall, subject to the requirements of
applicable law, be immediately applied to the Loans.

          (g) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full
on the Swingline Expiry Date and (ii) all other then outstanding Loans shall be
repaid in full on the respective Maturity Date for such Loans.

          4.03 Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement or any Note (other than
interest payments deducted from the Operating Account pursuant to Section 8.14)
shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (New York time) on the date
when due and shall be made in Dollars in immediately available funds at the
Payment Office of the Administrative Agent. Any payments under this Agreement or
under any Note which are made later than 12:00 Noon (New York Time) shall be
deemed to have been made on the next succeeding Business Day. Whenever any
payment to be made hereunder or under any Note shall be stated to be due on a
day which is not a Business Day, the due date thereof shall be extended to the
next succeeding Business Day and, with respect to payments of principal,
interest shall be payable at the applicable rate during such extension.

          4.04 Net Payments; Taxes. (a) All payments made by any Borrower
hereunder or under any Note will be made without reduction on account of any
setoff, counterclaim or other defense. Except as provided in Section 4.04(b),
all such payments will be made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties,


                                      -29-
<PAGE>

fees, assessments or other charges of whatever nature now or hereafter imposed
by any jurisdiction or by any political subdivision or taxing authority thereof
or therein with respect to such payments (but excluding any tax imposed on or
measured by the net income or net profits of a Lender, or any franchise tax, in
either case pursuant to the laws of the jurisdiction in which it is organized or
the jurisdiction in which the principal office or applicable lending office of
such Lender is located or any subdivision thereof or therein) and all interest,
penalties or similar liabilities with respect to such non-excluded taxes,
levies, imposts, duties, fees or other charges (all such non-excluded taxes,
levies, imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). Each Borrower will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by such
Borrower. Except as provided in Section 4.04(b), the Borrowers agree to
indemnify and hold harmless each Lender on a joint and several basis, and
reimburse such Lender upon its written request, for the amount of any Taxes so
levied or imposed and paid by such Lender.

          (b) Each Lender that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrowers
and the Administrative Agent on or prior to the Restatement Effective Date, or
in the case of a Lender that is an assignee or transferee of an interest under
this Agreement pursuant to Section 1.13 or 13.04 (unless the respective Lender
was already a Lender hereunder immediately prior to such assignment or
transfer), on the date of such assignment or transfer to such Lender, (i) two
accurate and complete original signed copies of Internal Revenue Service Form
4224 or 1001 (or successor or additional forms) certifying to such Lender's
entitlement to a complete exemption from United States withholding tax with
respect to payments to be made under this Agreement and under any Note, or (ii)
if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and cannot deliver either Internal Revenue Service Form 1001 or 4224
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit D (any such certificate, a "Section 4.04(b)(ii) Certificate") and (y)
two accurate and complete original signed copies of Internal Revenue Service
Form W-8 (or successor or additional forms) certifying to such Lender's
entitlement to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note. In addition, each Lender agrees that from time to time after the
Restatement Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect, such Lender will promptly deliver to the Borrowers and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form 4224 or 1001 (or successor or additional forms),
or Form W-8 (or successor or additional forms) and a Section 4.04(b)(ii)
Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any Note, or it shall immediately notify the
Borrowers and the Administrative Agent of its inability to deliver any such Form
or Certificate, in which case such Lender shall not be required to deliver any
such Form or Certificate pursuant to this Section 4.04(b). Notwithstanding
anything to the contrary contained in Section 4.04(a), but subject to Section
13.04(b) and the immediately succeeding sentence, (x) the Borrowers shall be
entitled, to the extent it is required to do so by law, to deduct or withhold
income or similar taxes imposed by the United States (or


                                      -30-
<PAGE>

any political subdivision or taxing authority thereof or therein) from interest,
Fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes to the extent that such Lender
has not provided to the Borrowers U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (y) the
Borrowers shall not be obligated pursuant to Section 4.04(a) to gross-up
payments to be made to a Lender in respect of income or similar taxes imposed by
the United States if (I) such Lender has not provided to the Borrowers the
Internal Revenue Service Forms required to be provided to the Borrowers pursuant
to this Section 4.04(b) or (II) in the case of a payment, other than interest,
to a Lender described in clause (ii) above, to the extent that such Forms do not
establish a complete exemption from withholding of such taxes. Notwithstanding
anything to the contrary contained in the preceding sentence or elsewhere in
this Section 4.04 and except as set forth in Section 13.04(b), each Borrower
agrees to pay additional amounts and to indemnify each Lender in the manner set
forth in Section 4.04(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any Taxes deducted or
withheld by it as described in the immediately preceding sentence as a result of
any changes after the Restatement Effective Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or with holding of such Taxes.

          SECTION 5. Conditions Precedent to Restatement Effective Date. The
occurrence of the Restatement Effective Date pursuant to Section 13.10, and the
obligation of each Lender to continue and/or make Loans hereunder, and the
obligation of each Issuing Lender to issue Letters of Credit hereunder, in each
case on the Restatement Effective Date, are subject at the time of the
occurrence of the Restatement Effective Date to the satisfaction of the
following conditions:

          5.01 Execution of Agreement; Notes. On or prior to the Restatement
Effective Date, (i) this Agreement shall have been executed and delivered as
provided in Section 13.10 and (ii) there shall have been delivered to the
Administrative Agent for the account of each of the Lenders the appropriate
Tranche I Term Note, Tranche II Term Note, Tranche III Term Note, Tranche B Term
Note and/or Revolving Note executed by each Borrower, and to the Swingline
Lender the Swingline Note executed by each Borrower, in each case in the amount,
maturity and as otherwise provided herein.

          5.02 Fees, etc. On the Restatement Effective Date, the Borrowers shall
have paid to the Arrangers and the Lenders all costs, fees and expenses
(including, without limitation, legal fees and expenses and all fees owing under
the Original Credit Agreements) payable to the Arrangers and the Lenders to the
extent then due.

          5.03 Opinions of Counsel. On the Restatement Effective Date, the
Administrative Agent shall have received from counsel to the Credit Parties, an
opinion or opinions addressed to each of the Arrangers, the Collateral Agent and
each of the Lenders and dated the Restatement Effective Date covering the
matters set forth in Exhibit E and such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably
request.


                                      -31-
<PAGE>

          5.04 Trust, Corporate, Limited Liability Company and Partnership
Documents; Proceedings; etc. (a) On the Restatement Effective Date, the
Administrative Agent shall have received a certificate, dated the Restatement
Effective Date, signed by the Secretary or an Assistant Secretary of each Credit
Party (or from the Secretary or an Assistant Secretary of the general partner of
each Credit Party that is a partnership), in the form of Exhibit F with
appropriate insertions, together with copies of the declaration of trust, the
certificate of incorporation and by-laws, limited liability company agreement or
other organizational documents (including partnership agreements and
certificates of partnership) of each such Credit Party and the resolutions of
each Credit Party referred to in such certificate, and the foregoing shall be
reasonably acceptable to the Administrative Agent.

          (b) On the Restatement Effective Date, all trust, corporate, limited
liability company, partnership and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement
and the other Credit Documents shall be reasonably satisfactory in form and
substance to the Administrative Agent and the Required Lenders, and the
Administrative Agent shall have received all information and copies of all
documents and papers, including records of corporate and partnership
proceedings, governmental approvals, good standing certificates and bring-down
telegrams, if any, which the Administrative Agent may have reasonably requested
in connection therewith, such documents and papers where appropriate to be
certified by proper trust, corporate, limited liability company, partnership or
governmental authorities.

          5.05 Amended and Restated Affiliate Guaranty. On the Restatement
Effective Date, each Person which is a Guarantor on such date shall have duly
authorized, executed and delivered a guaranty in the form of Exhibit G (as
modified, amended or supplemented from time to time, the "Amended and Restated
Affiliate Guaranty").

          5.06 Pledge Agreement. On the Restatement Effective Date, each Pledgor
Credit Party shall have duly authorized, executed and delivered a Pledge
Agreement in the form of Exhibit H (as modified, supplemented or amended from
time to time, the "Pledge Agreement") covering all of such Pledgor Credit
Party's present and future Collateral, and shall have delivered to the
Collateral Agent, as pledgee, all such Collateral pursuant to and in the manner
provided by the Pledge Agreement, together with evidence that such other actions
have been taken as may be necessary or, in the reasonable opinion of the
Collateral Agent, desirable to perfect the security interests purported to be
created by the Pledge Agreement (including, without limitation, in the case of
partnership interests to be pledged, within 90 days after the Restatement
Effective Date, evidence that each pledged partnership has duly recorded the
security interest created by the Pledge Agreement on the partnership books and
records of such pledged partnership).

          5.07 Adverse Change; Approvals. (a) On the Restatement Effective Date,
nothing shall have occurred (and the Lenders shall have become aware of no
facts, conditions or other information not previously known) which the
Administrative Agent or the Required Lenders believe would reasonably be
expected to have (i) a material adverse effect on the rights or remedies of the
Administrative Agent or the Lenders, or on the ability of any Credit Party to


                                      -32-
<PAGE>

perform its respective obligations to the Administrative Agent and the Lenders
or (ii) a Material Adverse Effect.

          (b) On or prior to the Restatement Effective Date, all necessary
governmental (domestic and foreign) and third party approvals (if any) in
connection with the making of the Loans and the transactions contemplated by the
Credit Documents and otherwise referred to herein or therein shall have been
obtained and remain in effect, and all applicable waiting periods shall have
expired without any action being taken by any competent authority which
restrains, prevents or imposes materially adverse conditions upon the making of
the Loans and the transactions con templated by the Credit Documents.
Additionally, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunctive relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the making of the Loans or the transactions contemplated by the
Credit Documents.

          5.08 Litigation. Except as set forth on Schedule III, on the
Restatement Effective Date, no litigation by any entity (private or
governmental) shall be pending or, to the Best Knowledge of each Borrower,
threatened (i) with respect to the making of the Loans or the Credit Documents
or any documentation executed in connection therewith or (ii) which the
Administrative Agent or the Required Lenders believe would reasonably be
expected to have a Materially Adverse Effect.

          5.09 Consummation of Interstate Transaction. On or prior to the
Restatement Effective Date, (i) there shall have been delivered to the
Administrative Agent a true and correct copy of the Interstate Merger Agreement,
certified by such by an appropriate officer of either Borrower, which shall be
in the form previously provided to the Administrative Agent with such
amendments, modifications and waivers as shall be in form and substance
satisfactory to the Arrangers, (ii) the Interstate Transaction, including all of
the terms and conditions thereof, shall have been duly approved by the requisite
boards of directors and (if required by applicable law) the requisite
shareholders of Patriot REIT, Wyndham and Interstate Hotels Corporation, and the
Interstate Transaction Documents shall have been duly executed and delivered by
the parties thereto and be in full force and effect, (iii) the representations
and warranties set forth in the Interstate Transaction Documents shall be true
and correct in all material respects as if made on and as of the Restatement
Effective Date, (iv) each of the conditions precedent to the consummation of the
Interstate Transaction as set forth in the Interstate Transaction Documents
shall have been satisfied, and not waived except with the consent of each
Arranger (not to be unreasonably withheld), to the satisfaction of each
Arranger, (v) all Liens or Indebtedness to be incurred or assumed in connection
with the Interstate Transaction shall otherwise be permitted under this
Agreement, and (vi) the Interstate Transaction shall have been consummated in
accordance with the Interstate Transaction Documents and all applicable law.

          5.10 Solvency Certificate; Insurance Certificates. On or prior to the
Restatement Effective Date, there shall have been delivered to the
Administrative Agent:


                                      -33-
<PAGE>

          (a) a solvency certificate in the form of Exhibit I, addressed to each
of the Arrangers and each of the Lenders and dated the Restatement Effective
Date from an Authorized Financial Officer of Patriot REIT; and

          (b) certificates of insurance complying with the requirements of
Section 8.03 for the business and properties of the Borrowers and the
Guarantors, in scope, form and substance reasonably satisfactory to the
Administrative Agent and the Required Lenders.

          5.11 Pro Forma Balance Sheets; Projections. On the Restatement
Effective Date, the Arrangers shall have received unaudited pro forma
consolidated balance sheets dated December 31, 1997 and the projections dated
the Restatement Effective Date (the "Projections") in each case of Patriot REIT
and its Subsidiaries and of Wyndham and its Subsidiaries, prepared in a format
consistent with the financial statements referred to in Section 7.05(a), after
giving effect to the transactions contem plated hereby, which consolidated
balance sheets and Projections shall be in form and substance reasonably
satisfactory to the Arrangers and the Required Lenders.

          5.12 Original Credit Agreements; etc. On the Restatement Effective
Date, (i) unless otherwise agreed by the Administrative Agent and the Borrowers,
each Original Lender shall have surrendered to the Administrative Agent for
cancellation the promissory notes issued to it pursuant to the Original Credit
Agreements, (ii) each Original Lender shall have continued its Original Loans as
contemplated by Section 1.01, (iii) the Borrowers shall have paid all accrued
and unpaid interest and fees then owing under the Original Credit Agreements
through the Restatement Effective Date, and (iv) the Administrative Agent shall
have received evidence in form, scope and substance satisfactory to it that the
matters set forth in this Section 5.12 have been satisfied on such date.

          SECTION 6. Conditions Precedent to All Credit Events. The obligation
of each Lender to make Loans (including any Loans made on the Restatement
Effective Date but excluding Mandatory Borrowings made thereafter, which shall
be made as provided in Section 1.01(g)), and the obligation of an Issuing Lender
to issue any Letter of Credit, is subject, at the time of each such Credit Event
(except as hereinafter indicated), to the satisfaction of the following
conditions:

          6.01 No Default; Representations and Warranties. At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Credit Event (it
being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date).

          6.02 Notice of Borrowing; Letter of Credit Request. (a) Prior to the
making of each Loan (excluding Swingline Loans and Mandatory Loans), the
Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of Section 1.03(a). Prior to the


                                      -34-
<PAGE>

making of any Swingline Loan, the Swingline Lender shall have received the
notice required by Section 1.03(b)(i).

          (b) Prior to the issuance of each Letter of Credit, the Administrative
Agent and the respective Issuing Lender shall have received a Letter of Credit
Request meeting the requirements of Section 2.02.

          The occurrence of the Restatement Effective Date and the acceptance of
the proceeds of each Credit Event shall constitute a representation and warranty
by each Borrower to each of the Arrangers and each of the Lenders that all the
conditions specified in Section 5 and in this Section 6 and applicable to the
Restatement Effective Date and/or such Credit Event, as the case may be, exist
as of that time (except to the extent that any of the conditions specified in
Section 5 or in this Section 6 are required to be satisfactory to or determined
by any Lender, the Required Lenders and/or the Administrative Agent or otherwise
expressly calls for a subjective determination to be made by any Lender, the
Required Lenders and/or the Administrative Agent). All of the Notes,
certificates, legal opinions and other documents and papers referred to in
Section 5 and in this Section 6, unless otherwise specified, shall be delivered
to the Administrative Agent at the Notice Office for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts or copies for each
of the Lenders and shall be in form and substance reasonably satisfactory to the
Arrangers.

          SECTION 7. Representations and Warranties. In order to induce the
Lenders to enter into this Agreement and to make the Loans, and issue (or
participate in) the Letters of Credit as provided herein, each Borrower makes
the following representations and warranties, all of which shall survive the
execution and delivery of this Agreement and the Notes and the making of the
Loans and the issuance of the Letters of Credit, with the occurrence of the
Restatement Effective Date and the incurrence of each Loan and the issuance of
each Letter of Credit on or after the Restatement Effective Date being deemed to
constitute a representation and warranty that the matters specified in this
Section 7 are true and correct on and as of the Restatement Effective Date and
true and correct in all material respects on the date of each such Credit Event
thereafter (it being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be required to be true
and correct in all material respects only as of such specified date). To the
extent any Borrower makes any representation or warranty hereunder with respect
to any Guarantor or any Subsidiary of such Guarantor which is not a Subsidiary
of such Borrower, as the case may be, or is not controlled by such Borrower, as
the case may be, such representations and warranties are made as to the Best
Knowledge of such Borrower, including taking into account all statements,
representations and warranties made by such Person in any Credit Document.

          7.01. Trust, Corporate, Limited Liability Company and Partnership
Status. Each Borrower, each Guarantor, and each of their respective Subsidiaries
(i) is a duly organized and validly existing real estate investment trust,
corporation, partnership or limited liability company, as the case may be, in
good standing (if applicable) under the laws of the jurisdiction of its
organization, (ii) has the trust, corporate, partnership or limited liability
company power and authority, as the case may be, to own its property and assets
and to transact the business in


                                      -35-
<PAGE>

which it is engaged and presently proposes to engage and (iii) is duly qualified
and is authorized to do business and is in good standing in each jurisdiction
where the conduct of its business requires such qualifications except for
failures to be so qualified and in good standing which, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.

          7.02 Trust, Corporate, Limited Liability Company or Partnership Power
and Authority. Patriot REIT, Wyndham, each Domestic Subsidiary which is a Credit
Party or a Pledgor Credit Party and, to the Best Knowledge of each such
Subsidiary, each Foreign Subsidiary which is a Credit Party or a Pledgor Credit
Party has the trust, corporate, partnership or limited liability company power
and authority, as the case may be, to execute, deliver and perform the terms and
provisions of each of the Credit Documents to which it is a party and has taken
all necessary trust, corporate, partnership or limited liability company action,
as the case may be, to authorize the execution, delivery and performance by it
of each of such Credit Documents. Patriot REIT, Wyndham, each Domestic
Subsidiary which is a Credit Party or a Pledgor Credit Party and, to the Best
Knowledge of any such Subsidiary, each Foreign Subsidiary which is a Credit
Party or a Pledgor Credit Party has duly executed and delivered each of the
Credit Documents to which it is a party, and each of such Credit Documents
constitutes the legal, valid and binding obligation of such Credit Party
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws
generally affecting creditors' rights and by equitable principles (regardless of
whether enforcement is sought in equity or at law).

          7.03 No Violation. Neither the execution, delivery or performance by
Patriot REIT, Wyndham, any Domestic Subsidiary which is a Credit Party or
Pledgor Credit Party and, to the Best Knowledge of any such Subsidiary, any
Foreign Subsidiary which is a Credit Party, of the Credit Documents to which it
is a party, nor compliance by it with the terms and provisions thereof, (i) will
contravene any provision of any applicable law, statute, rule or regulation or
any applicable order, writ, injunction or decree of any court or governmental
instrumentality, (ii) will conflict with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien upon any of the properties or assets of any Borrower, any Guarantor or
any of their respective Subsidiaries, pursuant to the terms of any indenture,
mortgage, deed of trust, credit agreement or loan agreement, or any other
material agreement, contract or instrument, to which any Borrower, any Guarantor
or any of their respective Subsidiaries, is a party or by which it or any of its
property or assets is bound or to which it may be subject or (iii) will violate
any provision of the declaration of trust, certificate of incorporation,
partnership agreement, certificate of partnership, limited liability company
agreement or by-laws, as the case may be, of any Borrower, any Guarantor or any
of their respective Subsidiaries.

          7.04 Governmental Approvals. No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made and which remain in full force and
effect), or exemption by, any governmental


                                      -36-
<PAGE>

or public body or authority, or any subdivision thereof, is required to
authorize, or is required in connection with, (i) the execution, delivery and
performance of any Credit Document or (ii) the legality, validity, binding
effect or enforceability of any such Credit Document, in each case by Patriot
REIT, Wyndham, each Domestic Subsidiary which is a Credit Party or Pledgor
Credit Party and, to the Best Knowledge of any such Subsidiary, any Foreign
Subsidiary which is a Credit Party or Pledgor Credit Party.

          7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc. (a) (i) The unaudited income statements for
Patriot REIT and Wyndham and their Subsidiaries prepared on a Company Combined
Basis for each of (x) the three-month period ended on December 31, 1997 and (y)
the latest nine-month period ended on December 31, 1997 and (ii) the pro forma
balance sheet of Patriot REIT and Wyndham and their Subsidiaries prepared on a
Company Combined Basis at December 31, 1997 and the pro forma combined income
statements for the latest nine-month period ended December 31, 1997 each present
fairly the historical financial results of Patriot REIT and Wyndham and their
Subsidiaries. All information (other than projections) furnished to the Lenders
prior to the Restatement Effective Date with respect to Patriot REIT and Wyndham
and their Subsidiaries is true and accurate in all material respects and not
incomplete by omitting to state any fact necessary to make such information not
misleading in any material respect. Since December 31, 1997, there have been no
events or changes which would reasonably be expected to have a Material Adverse
Effect.

          (b) On and as of the Restatement Effective Date and on the date on
which each Loan is made, on a Pro Forma Basis after giving effect to all
Indebtedness (including the Loans) being incurred or assumed by each Credit
Party in connection therewith, (x) the sum of the assets, at a fair valuation,
of the Borrowers and the Guarantors (taken as a whole) and each Borrower (on a
stand-alone basis) will exceed their respective debts, (y) the Borrowers and the
Guarantors (taken as a whole) and each Borrower (on a stand-alone basis) have
not incurred and do not intend to incur, and do not believe that they will
incur, debts beyond their ability to pay such debts as such debts mature and (z)
the Borrowers and the Guarantors (taken as a whole) and each Borrower (on a
stand-alone basis) shall not have unreasonably small capital with which to
conduct their respective businesses. For purposes of this Section 7.05(b) "debt"
means any liability on a claim, and "claim" means (i) right to payment whether
or not such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured or (ii) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.

          (c) Except as fully disclosed or reflected in the financial statements
delivered pursuant to Section 7.05(a), there were as of the Restatement
Effective Date no liabilities or obligations with respect to any Borrower or any
Guarantor or any of their respective Subsidiaries, of any nature whatsoever
(whether absolute, accrued, contingent or otherwise and whether or not due)
which, either individually or in aggregate, would be material to the Borrowers
and the Guarantors taken as a whole. As of the Restatement Effective Date, the
Senior Management of each Borrower has no knowledge of any basis for the
assertion against it


                                      -37-
<PAGE>

of any liability or obligation of any nature that is not fully disclosed in the
financial statements delivered pursuant to Section 7.05(a) which would
reasonably be expected to be material to the Borrowers and the Guarantors taken
as a whole.

          (d) On and as of the Restatement Effective Date, the Projections,
including those prepared on a combined basis for the Borrowers and the
Guarantors delivered to the Arrangers and the Lenders prior to the Restatement
Effective Date have been prepared on a basis consistent with the financial
statements referred to in Section 7.05(a) (other than as set forth or presented
in such Projections), and there are no statements or conclusions in any of the
Projections which are based upon or include information known to the Senior
Management of either Borrower to be misleading in any material respect. On the
Restatement Effective Date, the Senior Management of each Borrower believed that
the Projections were reasonable; it being recognized by the Lenders that
projections (including the Projections) as to future results are not to be
viewed as facts and that the actual results for the period or periods covered by
such projections may differ from the projected results.

          7.06 Litigation. Except as set forth on Schedule III, there are no
actions, suits or proceedings pending or, to the Best Knowledge of either
Borrower, threatened (i) with respect to any Credit Document or (ii) that would
reasonably be expected to have a Material Adverse Effect.

          7.07 True and Complete Disclosure. All factual information (taken as a
whole) furnished by or on behalf of any Borrower, any Guarantor or any of their
respective Subsidiaries, in writing to the Administrative Agent or any Lender
(including, without limitation, all information contained in the Credit
Documents but excluding projections) for purposes of or in connection with this
Agreement, the other Credit Documents or any transaction contemplated herein or
therein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of any Borrower, any Guarantor or any of their
respective Subsidiaries, in writing to the Administrative Agent or any Lender
will be, to the Best Knowledge of each Borrower, true and accurate in all
material respects on the date as of which such information is dated or certified
and, to the Best Knowledge of each Borrower, not incomplete by omitting to state
any fact necessary to make such information (taken as a whole) not misleading in
any material respect at such time in light of the circumstances under which such
information was provided (subject, in the case of any information referred to in
Section 7.05, to the qualifications (if any) set forth in Section 7.05 with
respect to any such information).

          7.08 Use of Proceeds; Margin Regulations. (a) The proceeds of the
Tranche II Term Loans, Tranche III Term Loans and Tranche B Term Loans shall be
used by the Borrowers, subject to the other restrictions set forth in this
Agreement, to fund the Interstate Transaction and related fees and expenses. The
proceeds of the Revolving Loans shall be used by the Borrowers, and to the
extent permitted under this Agreement, their Subsidiaries, to fund (i)
acquisitions of properties, assets and businesses, investments, capital
expenditures and expenditures for furniture, fixtures and equipment in
Hospitality/Leisure-Related Businesses, and (ii) general working capital needs
of the Borrowers; provided, however, that the sum of (x) all W/C Loans, (y) the
Letter of Credit Outstandings (exclusive of Unpaid Drawings which are


                                      -38-
<PAGE>

repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) and (z) the aggregate principal amount
of all Swingline Loans (exclusive of Swingline Loans which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) shall not exceed 10% of the Adjusted Total
Revolving Loan Commitment then in effect at any one time.

          (b) No part of the proceeds of any Loan will be used to purchase or
carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock. Neither the making of any Loan nor the use of the
proceeds thereof nor the occurrence of any other Credit Event will violate or be
inconsistent with the provisions of Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System.

          7.09 Tax Returns and Payments. Each Borrower, each Guarantor and each
of their respective Subsidiaries, has timely filed or caused to be timely filed,
on the due dates thereof or within applicable grace periods, with the
appropriate taxing authority, all Federal income tax returns and other returns,
statements, forms and reports for taxes (the "Returns") required to be filed by
or with respect to the income, properties or operations of the Borrowers, the
Guarantors, and/or each of their respective Subsidiaries, as the case may be,
except where the failure to file such Returns (other than Federal income tax
returns of Patriot REIT and Wyndham, which must be filed in any event) would not
be reasonably expected to have a Material Adverse Effect. The Returns accurately
reflect to the Best Knowledge of each Borrower in all material respects (subject
to any right to contest tax liabilities in good faith) all liability for taxes
of the Borrowers, the Guarantors and each of their respective Subsidiaries, for
the periods covered thereby. Each Borrower, each Guarantor and each of their
respective Subsidiaries has paid all material taxes payable by them other than
taxes which are not delinquent, and other than those contested in good faith and
for which adequate reserves have been established in accordance with generally
accepted accounting principles. There is no material action, suit, proceeding,
investigation, audit, or claim now pending or, to the Best Knowledge of each
Borrower, threatened by any authority regarding (i) Patriot REIT's qualification
as a real estate investment trust or (ii) any taxes relating to any Borrower,
any of the Guarantors or any of their respective Subsidiaries, the result of
which in the case of this clause (ii) would be reasonably expected to have a
Material Adverse Effect.

          7.10 Compliance with ERISA. Each Plan that is a single employer plan
as defined in Section 4001(a)(15) of ERISA (a "Single Employer Plan") is in
substantial compliance with ERISA and the Code; no Reportable Event has occurred
with respect to a Single Employer Plan; no Single Employer Plan is insolvent or
in reorganization; to the Best Knowledge of each Borrower, no Multiemployer Plan
is insolvent or in reorganization; no Single Employer Plan has an Unfunded
Current Liability; no Single Employer Plan which is subject to Section 412 of
the Code or Section 302 of ERISA has an accumulated funding deficiency, within
the meaning of such Sections of the Code or ERISA, or has applied for or
received an extension of any amortization period within the meaning of Section
412 of the Code or Sections 303 or 304 of ERISA; all contributions required to
be made by either Borrower or any of its respective Subsidiaries or any ERISA
Affiliate with respect to a Plan and a Foreign Pension Plan have been timely
made; neither Borrower nor any of its Subsidiaries nor any ERISA Affiliate has
incurred


                                      -39-
<PAGE>

any material liability to or on account of a Plan pursuant to Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971, 4975 or 4980 of the Code or reasonably expects to
incur any material liability (including any indirect, contingent, or secondary
liability) under any of the foregoing Sections with respect to any Plan; no
proceedings have been instituted to terminate or appoint a trustee to administer
any Single Employer Plan; to the Best Knowledge of each Borrower, no proceedings
have been instituted to terminate or appoint a trustee to administer any
Multiemployer Plan; no condition exists which presents a reasonably likely risk
to either Borrower or any of its Subsidiaries or any ERISA Affiliate of
incurring a material liability to or on account of a Single Employer Plan
pursuant to the foregoing provisions of ERISA and the Code; to the Best
Knowledge of each Borrower, no condition exists which presents a reasonably
likely risk to any Borrower or any of its Subsidiaries or any ERISA Affiliate of
incurring any material liability to or on account of a Multiemployer Plan
pursuant to the foregoing provisions of ERISA and the Code; based solely upon
information as may be requested by, and provided to either Borrower by the
sponsors of the Multiemployer Plans, the Senior Management of each Borrower
believes that the aggregate liabilities of each Borrower and its respective
Subsidiaries and ERISA Affiliates to all Multiemployer Plans in the event of a
complete withdrawal therefrom, as of the close of the most recent fiscal year of
each such Plan ended prior to the date hereof, would not be reasonably likely to
have a Material Adverse Effect; each group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered
employees or former employees of any Borrower or any of its Subsidiaries or any
ERISA Affiliate has at all times been operated in substantial compliance with
the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of
the Code; no lien imposed under the Code or ERISA on the assets of any Borrower
or any of its Subsidiaries or any ERISA Affiliate exists or, to the Best
Knowledge of each Borrower, is likely to arise on account of any Plan; and the
Borrowers and the Guarantors may cease contributions to or terminate each
employee benefit plan maintained by any of them (if any) without incurring any
material liability.

          7.11 Real Properties. (a) Each Borrower, each Guarantor and each of
their respective Subsidiaries, has good and marketable fee simple absolute title
to all material Real Property purported to be owned by them, and has good and
marketable title to, or valid leasehold interests in, all other material Real
Property purported to be leased by them, on any date on which this
representation and warranty is made or deemed made including all material Real
Property reflected in the consolidated balance sheets of Patriot REIT, referred
to in Section 7.05(a) and in the pro forma balance sheet referred to in Section
5.11 (except as sold or otherwise disposed of since the date of such balance
sheets in the ordinary course of business), free and clear of all Liens, other
than Permitted Liens. Schedule IV contains a true and complete list of each
Hotel owned or leased by the Borrowers, the Guarantors or any of their
respective Subsidiaries on the Restatement Effective Date, and the type of
interest therein held by such Borrower, any such Guarantor or any of their
respective Subsidiaries.

          (b) All material Real Property leased on the Restatement Effective
Date by any Borrower, any Guarantor or any of their respective Subsidiaries, is
listed on Schedule IV. To the Best Knowledge of each Borrower, each of such
leases is valid and enforceable in accordance with its terms and is in full
force and effect in all material respects. The Borrowers shall have


                                      -40-
<PAGE>

delivered within 90 days after the Restatement Effective Date to the
Administrative Agent true and complete copies of each of such material leases
and all material documents affecting the rights or obligations of any Borrower,
any Guarantor or any of their respective Subsidiaries which is a party thereto,
including, without limitation, any non-disturbance and recognition agreements,
subordination agreements, attornment agreements and agreements regarding the
term or rental of any of the leases. None of the Borrowers, the Guarantors or
their respective Subsidiaries, nor, to the Best Knowledge of each Borrower, any
other party to any such lease is in default of its obligations thereunder or has
delivered or received any notice of default under any such lease, nor has any
event occurred which, with the giving of notice, the passage of time or both,
would constitute a default under any such lease, except for defaults which would
not reasonably be expected to have a Material Adverse Effect.

          7.12 Subsidiaries. On the Restatement Effective Date, all Subsidiaries
and Unconsolidated Entities of Patriot REIT and Wyndham shall be as set forth on
Schedule V, and the ownership interests therein shall be as set forth on
Schedule V.

          7.13 Compliance with Statutes, etc. (a) Each Borrower, each Guarantor,
and each of their respective Subsidiaries is in compliance with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as would not reasonably be expected to
have a Material Adverse Effect.

          (b)(i) To the Best Knowledge of each Borrower, each Hotel complies in
all material respects with all Legal Requirements, (ii) all material consents,
licenses (including liquor licenses), certificates and permits required by all
Legal Requirements for the operation of each Hotel have been obtained and are in
full force and effect and (iii) all utility services and facilities necessary
for the operation of each Hotel are available at such Hotel, except such
non-compliances or failures to comply, obtain or have in full force and effect
and available as would not reasonably be expected to have a Material Adverse
Effect.

          7.14 Investment Company Act. Neither Borrower nor any Guarantor or any
of their respective Subsidiaries is an "investment company" or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

          7.15 Public Utility Holding Company Act. Neither Borrower nor any
Guarantor or any of their respective Subsidiaries is a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

          7.16 Environmental Matters. (a) To the Best Knowledge of each
Borrower, each Guarantor and each of their respective Subsidiaries, all
applicable Environmental Laws and the requirements of any permits issued under
such Environmental Laws have been complied


                                      -41-
<PAGE>

with. To the Best Knowledge of each Borrower, there are no pending or threatened
Environmental Claims against any Borrower, any Guarantor or any of their
respective Subsidiaries or any Real Property owned or operated by any Borrower,
any Guarantor or any of their respective Subsidiaries. To the Best Knowledge of
each Borrower, there are no facts, circumstances, conditions or occurrences on
any Real Property owned or operated by any Borrower, any Guarantor or any of
their respective Subsidiaries, or on any property adjoining or in the vicinity
of any such Real Property that would reasonably be expected (i) to form the
basis of an Environmental Claim against any Borrower, any Guarantor or any of
their respective Subsidiaries, or any such Real Property or (ii) to cause any
such Real Property to be subject to any restrictions on the ownership,
occupancy, use or transferability of such Real Property by any Borrower, any
Guarantor or any of their respective Subsidiaries, under any applicable
Environmental Law.

          (b) To the Best Knowledge of each Borrower, Hazardous Materials have
not at any time been generated, used, treated or stored on, or transported to or
from, or Released on or from, any Real Property owned or operated by any
Borrower, any Guarantor or any of their respective Subsidiaries, except in
compliance with all applicable Environmental Laws and reasonably required in
connection with the operation, use and maintenance of any such Real Property by
such Borrower's, such Guarantor's, or such Subsidiary's business.

          (c) Notwithstanding anything to the contrary in this Section 7.16, the
representations made in this Section 7.16 shall only be untrue if the aggregate
effect of all Environmental Claims, restrictions, failures and noncompliance of
the types described above would reasonably be expected to have a Material
Adverse Effect.

          7.17 Labor Relations. None of the Borrowers, any of the Guarantors or
any of their respective Subsidiaries is engaged in any unfair labor practice
that would reasonably be expected to have a Material Adverse Effect. To the Best
Knowledge of each Borrower, there is (i) no unfair labor practice complaint
pending or threatened against any Borrower, any Guarantor or any of their
respective Subsidiaries before the National Labor Relations Board and no
significant grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement is so pending or threatened against
any of them, or (ii) no strike, labor dispute, slowdown or stoppage is pending
or threatened against any Borrower, any Guarantor or any of their respective
Subsidiaries, in each case with respect to the Hotels, except with respect to
any matter specified in clause (i) or (ii) above such as would not reasonably be
expected to have a Material Adverse Effect.

          7.18 Intellectual Property. Each Borrower, each Guarantor and each of
their respective Subsidiaries owns or has the right or ability to use all
trademarks, permits, service marks, trade names, licenses and franchises which
are material and necessary for the conduct of its respective businesses.

          7.19 Indebtedness. Schedule VI sets forth a true and complete list of
all Indebtedness (other than intercompany Indebtedness) in excess of $2,500,000
of the Borrowers, the Guarantors and their respective Subsidiaries as of the
Restatement Effective Date and


                                      -42-
<PAGE>

intended to remain outstanding after such date (excluding the Loans, the
"Existing Indebtedness"), in each case showing the aggregate principal amount
thereof and the name of the respective borrower and any other entity which
directly or indirectly guaranteed such debt.

          7.20 Ground Leases. Each ground lease with respect to any Hotel which
is located on a Leasehold is in full force and effect and no party thereto has
denied or disaffirmed any of its material obligations thereunder or has
defaulted (beyond applicable cure and notice periods) in the due performance or
observance of any material term, covenant or agreement on its part to be
performed or observed pursuant thereto, except in the case of any ground leases
such denials, disaffirmations and defaults as would not reasonably be expected
to have a Material Adverse Effect.

          7.21 Status as REIT. Patriot REIT is organized in conformity with the
requirements for qualification as a real estate investment trust under the Code.
Patriot REIT has met all of the requirements for qualification as a real estate
investment trust under the Code for its Fiscal Year ended December 31, 1997.
Patriot REIT is in a position to qualify for its current Fiscal Year as a real
estate investment trust under the Code and its proposed methods of operation
will enable it to so qualify.

          7.22 Operators. Each Affiliated Operator, and to the Best Knowledge of
each Borrower, each Third Party Operator, has full power and authority and the
legal right to own, lease (or sublease), manage and operate (as applicable) the
properties it operates and to conduct the business in which it is currently
engaged with respect to any Real Property owned or leased by any Borrower, any
Guarantor, or any of their respective Subsidiaries, except in the case of the
operation by Third Party Operators of Hotels such failures as would not
reasonably be expected to have a Material Adverse Effect.

          7.23 Security Interests. On and after the Restatement Effective Date,
the Pledge Agreement creates (or after the execution and delivery thereof will
create), as security for the Obligations, a valid and enforceable perfected
security interest in and Lien on all of the Collateral, superior to and prior to
the rights of all third Persons, and subject to no other Liens (except that the
Collateral may be subject to the Liens permitted under Section 9.06), in favor
of the Collateral Agent. No filings or recordings are required in order to
perfect the security interests created under the Pledge Agreement except for
filings or recordings required in connection with such Pledge Agreement which
shall have been made, or shall have been executed and delivered and a provision
for filing shall have been made, on or prior to the execution and delivery
thereof as contemplated by Section 8.11.

          SECTION 8. Affirmative Covenants. Each Borrower hereby covenants and
agrees that on and after the Restatement Effective Date and until the Total
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other obligations incurred
hereunder and thereunder, are paid in full:

          8.01 Information Covenants. The Borrowers will furnish to the
Administrative Agent (with sufficient copies for each of the Lenders, which the
Administrative Agent will promptly forward to each of the Lenders):


                                      -43-
<PAGE>

          (a) Quarterly Financial Statements. Within 45 days after the end of
each Fiscal Quarter, (i) the consolidated balance sheet of Patriot REIT and
Wyndham and their Subsidiaries calculated on a Company Combined Basis, as at the
end of such quarterly accounting period, (ii) the related consolidated state
ments of income for such quarterly accounting period and for the elapsed portion
of the fiscal year ended with the last day of such quarterly accounting period
and (iii) the related consolidated statements of cash flows for such quarterly
accounting period and for the elapsed portion of the fiscal year ended with the
last day of such quarterly accounting period, in each case setting forth
comparative figures for the corresponding fiscal periods in the prior fiscal
year, all of which shall be in reasonable detail and certified by an Authorized
Financial Officer of Patriot REIT that, to the best of such officer's knowledge
after due inquiry, they fairly present the financial condition of Patriot REIT
and its Subsidiaries and of Wyndham and its Subsidiaries, as of the dates
indicated and the results of their operations and changes in their cash flows
for the periods indicated, subject to normal year-end audit adjustments.

          (b) Annual Financial Statements. Within 90 days after the end of each
Fiscal Year, the consolidated balance sheet of Patriot REIT and Wyndham and
their Subsidiaries calculated on a Company Combined Basis, as at the end of such
fiscal year and the related consolidated statements of income and shareholders'
equity and of cash flows for such fiscal year setting forth com parative figures
for the preceding fiscal year and certified by Ernst & Young, any other "Big
Six" independent certified public accounting firm or such other independent
certified public accountants of recognized national standing reasonably
acceptable to the Administrative Agent, whose opinion shall not be qualified as
to the scope of audit or as to the status of Patriot REIT or Wyndham as a going
concern.

          (c) Budgets. Prior to the beginning of each Fiscal Year, budgets
(including, in any event, budgeted statements of cash flow and budgeted debt and
cash balances) for such Fiscal Year prepared in detail, with respect to Patriot
REIT and its Subsidiaries and of Wyndham and its Subsidiaries, accompanied by a
statement of an Authorized Financial Officer of Patriot REIT to the effect that,
to such officer's Best Knowledge, the budget is a reasonable estimate of the
period covered thereby, it being recognized by the Lenders that budgets as to
future results are not to be viewed as facts and that the actual results for the
period or periods covered by such budgets may differ from the budgeted results.

          (d) Officer's Certificates. At the time of the delivery of the
financial statements provided for in Sections 8.01(a) and (b), a certificate of
an Authorized Financial Officer of Patriot REIT to the effect that, to the best
of such officer's actual knowledge, no Default or Event of Default has occurred
and is continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof, which certificate shall be
in the form of Exhibit J, shall set forth the calculations required to establish
whether the Borrowers were in compliance with the provisions of Sections 8.12,
9.03, 9.04, 9.05, 9.06, 9.08 through 9.12, inclusive at the end of such fiscal
quarter or year, as the case may be, and with respect to certificates delivered
with the financial statements required to be delivered pursuant to Section
8.01(a), shall set forth the amount of any Net Sale Proceeds received from any
Asset Sale occurring during such fiscal quarter.


                                      -44-
<PAGE>

          (e) Notice of Default or Litigation. Promptly, and in any event within
five Business Days after the Senior Management of any Borrower or any of the
Guarantors obtains actual knowledge of (i) the occurrence of any event which
constitutes a Default or an Event of Default, (ii) any litigation or
governmental investigation or proceeding pending or threatened in writing (x)
against any Borrower, any Guarantor or any of their respective Subsidiaries
which would reasonably be expected to have a Material Adverse Effect, (y) with
respect to any material Indebtedness of any Borrower, any Guarantor or any of
their respective Subsidiaries or (z) with respect to any Credit Document and
(iii) any other action or condition or event which would reasonably be expected
to have a Material Adverse Effect, a certificate of an Authorized Financial
Officer of either Borrower specifying (A) the nature and period of existence of
any such claimed Default, Event of Default, condition or event, (B) the notice
given or action taken by such Person in connection therewith, and (C) what
action the Borrowers have taken, is taking and proposes to take with respect
thereto.

          (f) Management Letters. Promptly after the Borrowers' or Wyndham's
receipt thereof, a copy of any "management letter" received by such Borrower or
Wyndham from its certified public accountants and the management's responses
thereto.

          (g) Other Reports and Filings. Promptly, and without duplication of
any documents or information delivered pursuant to another clause of this
Section 8.01, copies of all financial information, proxy materials and other
information and reports, if any, which any Borrower, any Guarantor or any of
their respective Subsidiaries shall file with the Securities and Exchange
Commission or any successor thereto (the "SEC") (other than preliminary filings
made with the SEC).

          (h) Environmental Matters. Promptly upon, and in any event within ten
Business Days after the Senior Management of any Borrower or any Guarantor
obtaining actual knowledge thereof, notice of one or more of the following
environmental matters:

          (i) any pending or threatened material Environmental Claim against any
Borrower, any Guarantor, or any of their respective Subsidiaries or any Real
Property owned or operated by any Borrower, any Guarantor, or any of their
respective Subsidiaries;

          (ii) any condition or occurrence on or arising from any Real Property
owned or operated by any Borrower, any Guarantor or any of their respective
Subsidiaries that (a) results in non-compliance by any Borrower, any Guarantor
or any of their respective Subsidiaries in any material respect with any
applicable Environmental Law or (b) would reasonably be expected to form the
basis of a material Environmental Claim against any Borrower, any Guarantor or
any of their respective Subsidiaries or any such Real Property;

          (iii) any condition or occurrence on any Real Property owned or
operated by any Borrower, any Guarantor or any of their respective Subsidiaries
that would reasonably be expected to cause such Real Property to be subject to
any material restrictions on the ownership, occupancy, use or transferability by
any Borrower, any Guarantor or any of their respective Subsidiaries of such Real
Property under any Environmental Law; and


                                      -45-
<PAGE>

          (iv) the taking of any removal or remedial action in response to the
actual or alleged presence of any Hazardous Material on any Real Property
relating to any material liability owned or operated by any Borrower, any
Guarantor or any of their respective Subsidiaries as required by any
Environmental Law or any governmental or other administrative agency.

     All such notices shall describe in reasonable detail the nature of the
     claim, investigation, condition, occurrence or removal or remedial action
     and such Borrower's, such Guarantor's or such Subsidiary's response or
     proposed response thereto. In addition, any Borrower, any Guarantor and any
     of their respective Subsidiaries will provide the Administrative Agent with
     copies of all material communications with any government or governmental
     agency relating to Environmental Laws, all material communications with any
     Person relating to Environmental Claims, and such detailed reports of any
     Environmental Claim as may reasonably be requested by the Administrative
     Agent or any Lender.

          (i) Annual Meetings with Lenders. At the request of the Administrative
Agent or the Required Lenders, the Borrowers shall, at least once during each
fiscal year of Patriot REIT, hold a meeting (at a mutually agreeable location
and time) with all of the Lenders at which meeting the financial results of the
previous fiscal year and the financial condition of the Borrowers and the
budgets presented for the current Fiscal Year shall be reviewed, with each
Lender bearing its own travel, lodging, food and other costs associated with
attending any such meeting.

          (j) Other Information. From time to time, such other information or
documents (financial or otherwise) with respect to the Borrowers, the Guarantors
or their respective Subsidiaries as the Administrative Agent or any Lender
(through the Administrative Agent) may reasonably request.

          8.02 Books, Records and Inspections. Each Borrower will, and will
cause each of its Subsidiaries, each Guarantor and its Subsidiaries to, keep
proper books of record and account in which full, true and correct entries in
conformity with generally accepted accounting principles and all requirements of
law shall be made of all dealings and transactions in relation to its business
and activities. Each Borrower will cause each of its respective Subsidiaries,
each Guarantor and its Subsidiaries to, permit officers and designated
representatives of the Administrative Agent, unless a Default or Event of
Default is then in existence or discovered during such inspection, in which case
such visit shall be at the expense of the Borrowers) or any Lender (at such
Lender's expense) to visit and inspect, during regular business hours on
reasonable advance notice and under guidance of officers of such Borrower or
such Guarantor, or their respective Subsidiaries, any of the properties of any
Borrower, any Guarantor or any of their respective Subsidiaries, and to examine
the books of account of any Borrower, any Guarantor or any of their respective
Subsidiaries, and discuss the affairs, finances and accounts of any Borrower,
any Guarantor or any of their respective Subsidiaries with, and be advised as to
the same by, its and their Authorized Financial Officers and independent
accountants, all at such


                                      -46-
<PAGE>

reasonable times and intervals and to such reasonable extent as the
Administrative Agent or any Lender may reasonably request.

          8.03 Maintenance of Property; Insurance. Each Borrower will, and will
cause each of their respective Subsidiaries to, keep all property owned or
leased by such Person and necessary in its business in good working order and
condition in accordance with industry standards (ordinary wear and tear
excepted). Each Borrower will, and will cause each Guarantor and each of their
respective Subsidiaries to maintain insurance with responsible and reputable
insurance companies or associations and in such amounts and against at least
such risks as is consistent and in accordance with industry practice and furnish
to the Administrative Agent, upon written request, full information as to the
insurance carried. Such insurance shall include physical damage insurance on all
real and personal property (whether now owned or hereafter acquired) on an all
risk basis, covering the full repair and replacement costs of all such property
and business interruption insurance for the actual loss sustained.

          8.04 Corporate Franchises. Each Borrower will, and will cause each of
its Subsidiaries, each Guarantor and its Subsidiaries to, do or cause to be
done, all things necessary to preserve and keep in full force and effect its
existence and its material rights, franchises, licenses and patents; provided,
however, that nothing in this Section 8.04 shall prevent (i) any of the
transactions permitted in accordance with Section 9.02 or (ii) the taking or
failing to take of any action with respect to the foregoing by any Borrower, any
Guarantor or any of their respective Subsidiaries which would not reasonably be
expected to have a Material Adverse Effect.

          8.05 Compliance with Statutes, etc. Each Borrower will, and will cause
each of its Subsidiaries, each Guarantor and its Subsidiaries to, comply with
all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property, except
such noncompliances as would not reasonably be expected to have a Material
Adverse Effect.

          8.06 Compliance with Environmental Laws. (a) Each Borrower will, and
will cause each of its Subsidiaries, each Guarantor and its Subsidiaries to,
comply in all material respects with all Environmental Laws applicable to the
ownership or use of its Real Property now or hereafter owned or operated by any
Borrower, any Guarantor or any of their respective Subsidiaries, will promptly
pay or cause to be paid all costs and expenses incurred in connection with such
compliance, and will keep or cause to be kept all such Real Property free and
clear of any Liens imposed pursuant to such Environmental Laws. None of any
Borrower, any Guarantor or any of their respective Subsidiaries will generate,
use, treat, store, Release or dispose of, or permit the generation, use,
treatment, storage, Release or disposal of Hazardous Materials on any Real
Property now or hereafter owned or operated by such Borrower, such Guarantor or
such Subsidiary, or transport or permit the transportation of Hazardous
Materials to or from any such Real Property except for Hazardous Materials used
or stored at any such Real Properties in compliance with all applicable
Environmental Laws and reasonably required in connection with the operation, use
and maintenance of any such Real Property, except where the failure to so


                                      -47-
<PAGE>

comply in respect of the matters described in this clause (a) as would not
reasonably be expected to have a Material Adverse Effect.

          (b) At the written request of the Administrative Agent or the Required
Lenders, which request shall specify in reasonable detail the basis therefor, at
any time and from time to time after (i) the Obligations have been declared due
and payable pursuant to Section 10, (ii) the Administrative Agent receives
notice under Section 8.01(h) of any event for which notice is required to be
delivered for any Real Property or (iii) any Borrower, any Guarantor or any of
their respective Subsidiaries is not in compliance with Section 8.06(a) with
respect to any Real Property and the Borrowers will provide, at their sole cost
and expense, an environmental site assessment report concerning any such
affected Real Property now or hereafter owned or operated by any Borrower, any
Guarantor or any of their respective Subsidiaries, prepared by an environmental
consulting firm reasonably approved by the Administrative Agent, indicating the
presence or absence of Hazardous Materials and the potential cost of any removal
or remedial action in connection with any Hazardous Materials on such Real
Property. If the Borrowers fail to provide the same within 90 days after such
request was made, the Administrative Agent may order the same, and the Borrowers
shall grant and hereby grant, to the Administrative Agent and the Lenders and
their agents access to such Real Property and specifically grant the
Administrative Agent and the Lenders an irrevocable non-exclusive license,
subject to the rights of tenants, to undertake such an assessment, all at the
Borrowers' expense.

          8.07 ERISA. Within 15 Business Days after any Borrower, any of their
respective Subsidiaries or any ERISA Affiliate knows or has reason to know of
the occurrence of any of the following, the Borrowers will deliver to the
Administrative Agent and each Lender a certificate of an Authorized Financial
Officer of either Borrower setting forth details as to such occurrence and the
action, if any, that such Borrower, such Subsidiary or such ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given to or filed with or by the Borrower, the Subsidiary, the ERISA
Affiliate, the PBGC, a Plan participant or the Plan administrator with respect
thereto: that a Reportable Event has occurred; that an accumulated funding
deficiency, under the meaning of Section 412 of the Code or Section 302 of
ERISA, has been incurred or an application may reasonably be expected to be or
has been made to the Secretary of the Treasury for a waiver or modification of
the minimum funding standard (including any required installment payments) or an
extension of any amortization period under Section 412 of the Code or Section
303 or 304 of ERISA with respect to a Single Employer Plan; that any
contribution required to be made by Borrower, any of its Subsidiaries or any
ERISA Affiliate to a Single Employer Plan or Foreign Pension Plan has not been
made within 30 Business Days of the date same is due; that a Single Employer
Plan has been or may reasonably be expected to be terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA; that a Single
Employer Plan has an Unfunded Current Liability giving rise to a lien on the
assets of any Borrower, any of its Subsidiaries or any ERISA Affiliate under
ERISA or the Code; that proceedings may reasonably be expected to be or have
been instituted to terminate or appoint a trustee to administer a Single
Employer Plan; that a proceeding has been instituted against any Borrower, any
of its Subsidiaries or any ERISA Affiliate pursuant to Section 515 of ERISA to
collect a delinquent contribution to a Plan; that any Borrower, any of its
Subsidiaries or any ERISA Affiliate will or may reasonably be expected to incur
or has incurred any material


                                      -48-
<PAGE>

liability (including any indirect, contingent, or secondary liability) to or on
account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under
Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or
502(l) of ERISA or with respect to a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 498-B of the
Code; or that any Borrower or any of its Subsidiaries may incur any material
liability pursuant to any employee welfare benefit plan (as defined in Section
3(1) of ERISA) that provides benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or any employee
pension benefit plan (as defined in Section 3(2) of ERISA). The respective
Borrower will deliver to the Administrative Agent with sufficient copies for
each Lender (i) a complete copy of the annual report (Form 5500) of each Single
Employer Plan (including, to the extent required, the related financial and
actuarial statements and opinions and other supporting statements,
certifications, schedules and information) required to be filed by them with the
Internal Revenue Service and (ii) copies of any records, documents or other
information that must be furnished to the PBGC with respect to any Plan pursuant
to Section 4010 of ERISA. In addition to any certificates or notices delivered
to the Administrative Agent pursuant to the first sentence hereof, copies of
annual reports and any material notices received by any Borrower, any of its
Subsidiaries or any ERISA Affiliate with respect to any Single Employer Plan or
Foreign Pension Plan shall be delivered to the Administrative Agent (with
sufficient copies for each Lender) no later than 15 Business Days after the date
such report has been filed with the Internal Revenue Service or such notice has
been received by the Borrower, the Subsidiary or the ERISA Affiliate, as
applicable.

          8.08 End of Fiscal Years; Fiscal Quarters. Each Borrower will cause
(i) each of its, and each of its Subsidiaries' (other than PAH Windwatch
Partners or PAH Windwatch, LLC, so long as the Hotel owned by such Person is
managed by a Third Party Operator), each Guarantor's and each of its
Subsidiaries' Fiscal Years to end on December 31 and (ii) each of its
Subsidiaries' (other than PAH Windwatch Partners or PAH Windwatch, LLC, so long
as the Hotel owned by such Person is managed by a Third Party Operator), each
Guarantor's and each of its Subsidiaries' Fiscal Quarters to end on March 31,
June 30, September 30 and December 31.

          8.09 Performance of Obligations. Each Borrower will cause each of its
Subsidiaries, each Guarantor and its Subsidiaries to, perform all of its
obligations under the terms of each Management Agreement, ground lease and each
mortgage, deed of trust, indenture, loan agreement or credit agreement and each
other material agreement, contract or instrument by which it or any Real
Property is bound, except such non-performances as would not reasonably be
expected to have a Material Adverse Effect.

          8.10 Payment of Taxes. Each Borrower will cause each of its
Subsidiaries, each Guarantor and its Subsidiaries to pay and discharge all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any properties belonging to it, prior to the date
on which any penalties attach thereto, and all lawful claims for sums that have
become due and payable which, if unpaid, might become a lien or charge upon any
properties of any Borrower, any Guarantor or any of their respective
Subsidiaries; provided that none of any Borrower, any Guarantor or any of their
respective Subsidiaries shall be required to


                                      -49-
<PAGE>

pay any such tax, assessment, charge, levy or claim (i) which is being contested
in good faith and by proper proceedings if it has maintained adequate reserves
with respect thereto in accordance with generally accepted accounting principles
or (ii) the failure to pay which would not be reasonably expected to have a
Material Adverse Effect.

          8.11 Further Assurances. (a) Each Borrower will, and will cause each
Guarantor and each of their respective Wholly-Owned Subsidiaries to, at the
expense of the Borrowers, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, reports and other assurances or
instruments and take such further steps relating to the Collateral covered by
the Pledge Agreement as the Collateral Agent may reasonably require.
Furthermore, the Borrowers shall cause to be delivered to the Collateral Agent
such opinions of counsel and other related documents as may be reasonably
requested by the Collateral Agent to assure itself that this Section 8.11 has
been complied with.

          (b) Each of the Credit Parties agrees that each action required above
by this Section 8.11 shall be completed as soon as possible, but in no event
later than 90 days after such action is either requested to be taken by the
Administrative Agent, the Collateral Agent or the Required Lenders or required
to be taken by the Borrowers, the Guarantors or their respective Subsidiaries
pursuant to the terms of this Section 8.11.

          8.12 FF&E Reserves. (i) Within 30 days after the Restatement Effective
Date, the respective Borrower, Guarantor or the respective Subsidiary of such
person shall have established FF&E Reserves on its books and records with
respect to Hotels owned or leased pursuant to a ground lease on the Restatement
Effective Date and (ii) within 45 days after each acquisition of a Hotel, a
Borrower or a Guarantor shall have established an FF&E Reserve on its books and
records with respect to such Hotel.

          8.13 REIT Requirements. Patriot REIT shall operate its business at all
times so as to satisfy all requirements necessary to qualify as a real estate
investment trust under Sections 856 through 860 of the Code. Patriot REIT will
maintain adequate records so as to comply with all record-keeping requirements
relating to the qualification of Patriot REIT as a real estate investment trust
as required by the Code and applicable regulations of the Department of the
Treasury promulgated thereunder and will properly prepare and timely file with
the IRS all returns and reports required thereby. Patriot REIT will request from
its shareholders all shareholder information required by the Code and applicable
regulations of the Department of Treasury promulgated thereunder.

          8.14 Maintenance of Operating Account. The Borrowers shall at all
times maintain a demand deposit account held by the Administrative Agent (the
"Operating Account") and shall cause funds to be deposited therein in an amount
sufficient to permit the Administrative Agent to automatically deduct therefrom
(and the Borrowers hereby irrevocably authorize the Administrative Agent to so
deduct) the interest payments, any administrative agency fee, the


                                      -50-
<PAGE>

Commitment Fees, the Letter of Credit Fees and the Facing Fees at 12:00 P.M.
on the tenth day of each month in which each such fee is due.

          8.15 Interest Rate Protection. The Borrowers will, or will cause the
Guarantors or their respective Subsidiaries to, as the case may be, enter into
or maintain Interest Rate Protection Agreements reasonably satisfactory to the
Administrative Agent, sufficient to ensure that (i) on and after the Restatement
Effective Date to but excluding October 3, 1998, 30% and (ii) from such date
until the Revolving Loan Maturity Date, 35%, in each case of Total Indebtedness
outstanding at any time shall at all times be covered by such Interest Rate
Protection Agreements or shall have a fixed rate of interest reasonably
satisfactory to the Administrative Agent.

          8.16 Foreign Subsidiaries Security. If following a change in the
relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Borrowers acceptable to the Arrangers does not within 90 days after a request
from the Arrangers deliver to the Administrative Agent evidence, in form and
substance satisfactory to the Arrangers, with respect to any Foreign Subsidiary
which has not already had all of its stock, partnership interests or limited
liability company interests, as the case may be, which are owned by any Pledgor
Credit Party, pledged pursuant to the Pledge Agreement that a pledge of 66-2/3%
or more of the total combined voting power of all classes of capital stock,
partnership interests or limited liability company interests, as the case may
be, of such Foreign Subsidiary entitled to vote, would cause the undistributed
earnings of such Foreign Subsidiary as determined for Federal income tax
purposes to be treated as a deemed dividend to such Foreign Subsidiary's United
States parent for Federal income tax purposes, then, unless the Arrangers in
their reasonable discretion otherwise agree, that portion of such Foreign
Subsidiary's outstanding capital stock, partnership interests or limited
liability company interests which is owned by an Pledgor Credit Party and not
theretofore pledged pursuant to the Pledge Agreement shall be pledged to the
Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge
Agreement (or another pledge agreement in substantially similar form, if needed)
to the extent that the entering into such Pledge Agreement is permitted by the
laws of the respective foreign jurisdiction and with all documents delivered
pursuant to this Section 8.16 to be in form and substance reasonable
satisfactory to the Arrangers.

          SECTION 9. Negative Covenants. Each Borrower covenants and agrees that
on and after the Restatement Effective Date and until the Total Commitment and
all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder and
thereunder, are paid in full:

          9.01 Line of Business. Each Borrower will not, and will not permit any
of its Subsidiaries or any of the Guarantors or their Subsidiaries to, engage
(directly or indirectly) in any business other than Hospitality/Leisure-Related
Businesses.

          9.02 Consolidation, Merger, etc. Each Borrower will not, and will not
permit any of its Subsidiaries to, or any of the Guarantors or any of their
Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any
transaction of merger or consolidation, or sell or


                                      -51-
<PAGE>

dispose of all or substantially all of the assets of the Borrowers, the
Guarantors and their respective Subsidiaries taken as a whole, or agree to do
any of the foregoing at any future time, except that the following shall be
permitted:

          (i) Investments may be made to the extent permitted by Section 9.04;

          (ii) (a) the Credit Parties may merge or consolidate with, liquidate
into, or transfer all or any portion of their assets to or among one another,
(b) any Subsidiary of any Credit Party may merge or consolidate with, liquidate
into, or transfer all or any portion of their assets to any Credit Party, so
long as such Credit Party is the surviving entity and (c) any Subsidiary of
Patriot REIT or Wyndham which is not a Credit Party may transfer all or any
portion of its assets to another Subsidiary of Patriot REIT or Wyndham which is
not a Credit Party, in each case so long as any security interests granted to
the Collateral Agent for the benefit of the Secured Creditors pursuant to the
Pledge Agreement so transferred shall remain perfected and in full force and
effect or as otherwise agreed to by the Collateral Agent; and

          (iii) The Borrowers, the Guarantors and their respective Subsidiaries
may consummate the Interstate Transaction pursuant to the Interstate Transaction
Documents.

          9.03 Dividends. Unless otherwise required in order for Patriot REIT to
maintain its status as a real estate investment trust in accordance with the
written advice of independent counsel, Patriot REIT shall not declare or pay any
Dividends on its Stock or Stock Equivalents or any other Dividends; provided,
that, notwithstanding the foregoing, (i) during any period of four consecutive
Fiscal Quarters, Patriot REIT may pay Dividends for such period in an aggregate
amount not to exceed the greater of (x) 90% of the Adjusted Funds From
Operations, (y) 100% of Cash Available for Distribution and (z) the minimum
amount necessary to maintain tax status as a real estate investment trust and
(ii) if no Event of Default then exists or would arise therefrom, Patriot REIT
may pay Dividends in excess of the amounts permitted under clause (i) above, but
only to the extent necessary to avoid the incurrence of federal, state or local
income or excise tax liability.

          9.04 Investments. Each Borrower will not, and will not permit any of
its Subsidiaries or any Guarantor or any of its Subsidiaries to, directly or
indirectly, lend money or credit or make advances to any Person, or purchase or
acquire any Stock, Stock Equivalents, obligations or securities of, or any other
interest in, or make any capital contribution to, any other Person (each of the
foregoing an "Investment"), including Investments existing on the Restatement
Effective Date, except that the following shall be permitted:

          (i) The Borrowers, the Guarantors and their respective Subsidiaries
may acquire and hold accounts receivables owing to any of them, if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary terms;

          (ii) The Borrowers, Wyndham and their respective Subsidiaries may make
intercompany loans and contributions among one another; provided that any such
Indebtedness incurred after the Restatement Effective Date of a Credit Party to
a Non-Credit Party Subsidiary


                                      -52-
<PAGE>

shall be subordinated to the obligations of such Credit Party hereunder or under
the other Credit Documents;

          (iii) The Borrowers, the Guarantors and their respective Subsidiaries
may make and/or hold Investments in their respective Wholly-Owned Subsidiaries,
other Subsidiaries, Joint Ventures and Unconsolidated Entities engaged in
Hospitality/Leisure-Related Businesses so long as the following investment
restrictions are met:

               (A)  the sum of all Investments in Joint Ventures (valued at
                    cost) shall not exceed $450,000,000, excluding (i)
                    Investments in Joint Ventures to the extent such Investments
                    are held or contractually committed to as of the Restatement
                    Effective Date, (ii) Investments in Joint Ventures which are
                    Guarantors and (iii) Investments made after the Restatement
                    Effective Date in Joint Ventures which the Arrangers have
                    designated Non-Credit Party Subsidiaries to the extent the
                    Arrangers have, at the time of such designation, also
                    designated them to be treated as Guarantors for purposes of
                    this Section 9.04(iii)(A);

               (B)  the sum of all Investments (valued at cost) attributable to
                    Mortgage Notes shall not exceed $250,000,000;

               (C)  the sum of all Investments (valued at cost) attributable to
                    Limited Service Hotels shall not exceed $250,000,000;

               (D)  the sum of all Investments (valued at cost) attributable to
                    Extended Stay Hotels shall not exceed $750,000,000; and

               (E)  the sum of all Investments (valued at cost) attributable to
                    unimproved land and/or to New Construction shall not exceed
                    $800,000,000, excluding Investments in Joint Ventures in
                    which the Borrowers, the Guarantors and their respective
                    Subsidiaries own, individually or in the aggregate, less
                    than a 20% equity interest.

          If any Investment may be categorized as qualifying under more than one
of the investment restrictions listed in clauses (A) through (E) above, except
as otherwise provided in clause (E) above, such Investment shall be counted
against each of the investment restriction limits for which it qualifies without
regard to the number of such restrictions for which such Investment may qualify.

          9.05 Certain Indebtedness Obligations. Each Borrower will not, and
will not permit any of the Guarantors or any of their respective Subsidiaries
to, contract, create, incur, assume or suffer to exist any:


                                      -53-
<PAGE>

          (i) Indebtedness under Interest Rate Protection Agreements other than
such Indebtedness entered into in compliance with Section 8.15, and such other
non-speculative Interest Rate Protection Agreements which may be entered into
from time to time by the Borrowers, the Guarantors or their respective
Subsidiaries and which the Borrowers in good faith believe will provide
protection against fluctuations in interest rates with respect to outstanding
floating rate Indebtedness then outstanding, and permitted to remain
outstanding, pursuant to the other provisions of this Section 9.05;

          (ii) Indebtedness under Derivatives Obligations other than any
Indebtedness under Derivatives Obligations which are permitted under Section
9.12 and which are not speculative in nature; and

          (iii) Indebtedness of any Borrower, any Guarantor or any of their
respective Subsidiaries secured by a mortgage, deed of trust, deed to secure
debt or other similar instrument placed on any Real Property owned or leased by
such Borrower, Guarantor or Subsidiary other than such Indebtedness with respect
to which the initial loan to value ratio for any property or group of related
properties subject to a single financing (valued by the Borrowers on a
reasonable basis) relating to such Indebtedness is greater than or equal to 50%.

          9.06 Liens. Each Borrower will not, and will not permit any Guarantor
or any of their respective Subsidiaries to, create, incur, assume or suffer to
exist any Lien upon or with respect to any property or assets of any kind (real
or personal, tangible or intangible) of any Borrower, any Guarantor or any of
their respective Subsidiaries, whether now owned or hereafter acquired, or sell
any such property or assets subject to an understanding or agreement, contingent
or otherwise, to repurchase such property or assets (including sales of accounts
receivable or notes with recourse to any Borrower, any Guarantor or any of their
respective Subsidiaries) or assign any right to receive income, except for the
following (collectively, the "Permitted Liens"):

          (i) inchoate Liens for taxes, assessments or governmental charges or
levies not yet due and payable or Liens for taxes, assessments or governmental
charges or levies being contested in good faith and by appropriate proceedings
for which adequate reserves have been established in accordance with GAAP;

          (ii) Liens in respect of property or assets of any Borrower, any
Guarantor or any of their respective Subsidiaries imposed by law which were
incurred in the ordinary course of business and which have not arisen to secure
Indebtedness for borrowed money, such as carriers', warehousemen's and
mechanics' Liens, statutory landlord's Liens, and other similar Liens arising in
the ordinary course of business, and which either (x) do not in the aggregate
materially detract from the value of such property or assets or materially
impair the use thereof in the operation of the business of any Borrower, any
Guarantor or any of their respective Subsidiaries or (y) are being contested in
good faith by appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the property or asset subject to such Lien;

          (iii) Liens created by or pursuant to this Agreement and the Pledge
Agreement;


                                      -54-
<PAGE>

          (iv) Liens in existence on the Restatement Effective Date which are
listed, and the property subject thereto described, in Schedule VII, including
extensions or renewals thereof;

          (v) Liens arising from judgments, decrees or attachments in
circumstances not constituting an Event of Default under Section 10.09, provided
that the amount of cash and property (determined on a fair market value basis)
deposited or delivered to secure the respective judgment or decree or subject to
attachment shall not exceed $10,000,000 at any time;

          (vi) Liens (other than any Lien imposed by ERISA) (x) incurred or
deposits made in the ordinary course of business of the Borrowers, the
Guarantors and their respective Subsidiaries in connection with workers'
compensation, unemployment insurance and other types of social security, (y) to
secure the performance by the Borrowers, the Guarantors and their respective
Subsidiaries of tenders, statutory obligations (other than excise taxes),
surety, stay, customs and appeal bonds, statutory bonds, bids, leases,
government contracts, trade contracts, performance and return of money bonds and
other similar obligations (exclusive of obligations for the payment of borrowed
money) or (z) to secure the performance by the Borrowers, the Guarantors and
their respective Subsidiaries of leases of Real Property, to the extent incurred
or made in the ordinary course of business consistent with past practices;

          (vii) licenses, sublicenses, leases or subleases entered into in the
ordinary course of business not interfering in any material respect with the
business of any Borrower, any Guarantor or any of their respective Subsidiaries;

          (viii) easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances, in each case
not securing Indebtedness and not interfering in any material respect with the
ordinary conduct of the business of any Borrower, any Guarantor or any of their
respective Subsidiaries;

          (ix) Liens arising from precautionary UCC financing statements
regarding operating leases;

          (x) Liens created pursuant to Capital Leases, provided that (x) such
Liens only serve to secure the payment of Indebtedness arising under such
Capitalized Lease Obligation and (y) the Lien encumbering the asset giving rise
to the Capitalized Lease Obligation does not encumber any other asset of any
Borrower, any Guarantor or any of their respective Subsidiaries (other than
other assets subject to Capitalized Lease Obligations owing to the same Person
as such Capitalized Lease Obligation);

          (xi) Permitted Encumbrances;

          (xii) Liens arising pursuant to purchase money mortgages or security
interests securing Indebtedness representing the purchase price (or financing of
the purchase price within 90 days after the respective purchase) of assets
acquired after the Restatement Effective Date, provided that (i) any such Liens
attach only to the assets so purchased, upgrades thereon and, if the asset so
purchased is an upgrade, the original asset itself (and such other assets
financed by the same financing source) and (ii) the Indebtedness (other than
Indebtedness incurred from the


                                      -55-
<PAGE>

same financing source to purchase other assets and excluding Indebtedness
representing obligations to pay installation and delivery charges for the
property so purchased) secured by any such Lien does not exceed 100%, nor is
less than 65%, of the lesser of the fair market value or the purchase price of
the property being purchased at the time of the incurrence of such Indebtedness;
and

          (xiii) Liens on property or assets acquired pursuant to an acquisition
of assets or property, or on property or assets of a Subsidiary of any Borrower
or Guarantor in existence at the time such Subsidiary is acquired pursuant to
such an acquisition, provided that such Liens are not incurred in connection
with, or in contemplation or anticipation of, such an acquisition and do not
attach to any other asset of any Borrower, any Guarantor or any of their
respective Subsidiaries; and

          (xiv) Liens not otherwise permitted by the foregoing clauses (i)
through (xiii) to the extent attaching to properties and assets with an
aggregate fair market value not in excess of, and securing aggregate liabilities
at any time outstanding not in excess of, 5% of tangible net assets, valued on
an undepreciated cost basis, of the Borrowers, the Guarantors and their
Subsidiaries calculated on a Company Combined Basis.

          9.07 Transactions with Affiliates. Each Borrower will not, and will
not permit any of its Subsidiaries to, or any of the Guarantors or any of their
Subsidiaries to enter into any transaction or series of related transactions
with any Affiliate, other than in the ordinary course of business and on terms
and conditions substantially as favorable to such Person as would reasonably be
obtained by such Person at that time in a comparable arm's-length transaction
with a Person other than an Affiliate, except that:

          (i) intercompany transactions may be entered into to the extent
permitted by Section 9.02;

          (ii) Dividends may be paid to the extent provided in Section 9.03;

          (iii) Investments may be made to the extent permitted by Section 9.04;
and

          (iv) the Borrowers and the Guarantors may enter into the Operating
Leases, ground leases and other intercompany contracts in the ordinary course of
business and pay the rentals, fees and other costs and expenses thereunder.

          9.08 Total Interest Coverage. Each Borrower will not permit the Total
Interest Coverage Ratio to be less than (x) for any Test Period ending prior to
December 31, 1999, 2.25:1.0 and (y) for any Test Period ending on or after
December 31, 1999, 2.50:1.0.

          9.09 Fixed Charge Coverage. Each Borrower will not permit the Fixed
Charge Coverage Ratio to be less than (x) for any Test Period ending prior to
December 31, 1999, 1.75:1.0 and (y) for any Test Period ending on or after
December 31, 1999, 2.0:1.0.


                                      -56-
<PAGE>

          9.10 Tangible Net Worth. Each Borrower will not permit Tangible Net
Worth at any time to be less than Minimum Tangible Net Worth.

          9.11 Limitations on Indebtedness. (a) In addition to the other
restrictions on Indebtedness set forth in this Section 9.11, each Borrower shall
not permit the Leverage Ratio to exceed (x) at any time prior to December 31,
1998, 5.5:1.0, (y) at any time on or after December 31, 1998 and prior to June
30, 1999, 5.0:1.0 and (z) at any time on or after June 30, 1999, 4.5:1.0.

          (b) In addition to the other restrictions on Indebtedness set forth in
this Section 9.11, each Borrower shall not permit the Secured Indebtedness Ratio
to exceed 2.5:1.0 at any time.

          (c) In addition to the other restrictions on Indebtedness set forth in
this Section 9.11, each Borrower shall not permit Total Recourse Secured
Indebtedness to exceed the sum of (x) the amount of such Indebtedness
outstanding on the Restatement Effective Date (and extensions, renewals and
refinancings thereof) plus (y) $200,000,000. Additionally, in no event shall any
Borrower, any Guarantor or any of their respective Subsidiaries incur any
Recourse Secured Indebtedness after the Restatement Effective Date where the
loan to value ratio for any property or group of related properties subject to a
single financing (based on the value shown in the most recent Approved Appraisal
of the assets secured thereby) relating thereto exceeds 65%.

          9.12 Derivatives Obligations. Each Borrower will not, and will not
permit any Guarantor or any of their respective Subsidiaries to, contract,
create, incur, assume or suffer to exist any Derivatives Obligations, except:

          (i) Interest Rate Protection Agreements may be entered into by the
Borrowers, the Guarantors and their respective Subsidiaries;

          (ii) Other Hedging Agreements may be entered into by the Borrowers,
the Guarantors and their respective Subsidiaries, so long as such Other Hedging
Agreements are for bona fide foreign exchange currency hedging purposes and are
not speculative in nature; and

          (iii) Permitted Equity Swaps; provided that with respect to the
Permitted Equity Swaps in existence on the Restatement Effective Date, Patriot
REIT may exercise its option to settle no more than $200,000,000 in the
aggregate of such Permitted Equity Swaps in cash.

          9.13 Limitation on Certain Restrictions. Each Borrower will not, and
will not permit any Guarantor or any of their respective Subsidiaries or any
Unconsolidated Entity to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any such Person to (a) pay dividends or make any other distributions
on its capital stock or any other interest or participation in its profits owned
by any Borrower or any Guarantor or any of their respective Subsidiaries, or pay
any Indebtedness owed to any Borrower, any Guarantor or any of their respective
Subsidiaries, (b) make loans or advances to any Borrower or Guarantor or any of
their respective Subsidiaries or (c) transfer any


                                      -57-
<PAGE>

of its properties or assets to any Borrower or Guarantor or any of their
respective Subsidiaries or grant liens or security interests thereon, except in
each case for such encumbrances or restrictions existing under or by reason of
(i) applicable law, (ii) this Agreement and the other Credit Documents, (iii)
customary provisions relating to Indebtedness or lease obligations to the extent
restricting (A) the transfer, assignability or the granting of liens, (B) the
making of loans or advances or (C) the paying of Dividends or the making of
other distributions, (iv) commercially reasonable restrictions in the
organizational documents of any such entity which do not prohibit such entity
from disposing or realizing the value of, any Hotel owned by it, or the Stock or
other form of ownership of any kind, and which (A) limit generally the amount of
Indebtedness which may be incurred by such entity, (B) limit the amounts of
obligations secured by Liens or (C) limit the transferability or assignability
of assets, (v) restrictions on transferability or assignability in respect to
ground leases, and (vi) restrictions created in connection with the issuance of
the preferred stock for the benefit of the holders thereof in connection with
the CHC Acquisition (or similar restrictions (or restrictions which are more
favorable to the Lenders) relating to preferred stock issued in connection with
other acquisitions). It is understood and agreed that any asset that is
Unencumbered shall be deemed not in violation of this Section 9.14.

          9.14 Limitation on Creation of Subsidiaries. The Borrowers will not,
and will not permit any Guarantor or any of their respective Subsidiaries to,
establish, create or acquire any additional Subsidiaries, except that the
Borrowers, the Guarantors and their respective Subsidiaries shall be permitted
to establish, create or acquire Subsidiaries, so long as (i) 100% of the capital
stock, partnership interests or limited liability company interests of any new
Domestic Subsidiary which is owned by any Pledgor Credit Party (or all capital
stock, partnership interests or limited liability company interests of any new
Foreign Subsidiary which is owned by any Pledgor Credit Party, except that not
more than 65% of the voting stock or interests of any such Foreign Subsidiary
shall be required to be so pledged) is, upon the creation, establishment or
acquisition of any such new Subsidiary, pledged pursuant to the Pledge Agreement
and the certificates representing such stock, partnership interests or limited
liability company interests, together with undated stock or other powers duly
executed in blank, are delivered to the Collateral Agent, (ii) any new Domestic
Subsidiary (other than any such new Domestic Subsidiary which is reasonably
designated by the Arrangers, at the time of the creation, establishment or
acquisition of such new Subsidiary, as a Non-Credit Party Subsidiary) executes a
counterpart of the Guaranty and (iii) there is delivered to the Administrative
Agent upon the creation, establishment or acquisition of any such new Subsidiary
(other than any such new Subsidiary which is reasonably designated by the
Arrangers, at the time of the creation, establishment or acquisition of such new
Subsidiary, as a Non-Credit Party Subsidiary) such certificates and documents in
respect of such new Subsidiary as would be required under Section 5.04 had such
Subsidiary been a Credit Party in existence on the Restatement Effective Date.

          SECTION 10. Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

          10.01 Payments. The Borrowers shall (i) default in the payment when
due of any principal of any Loan or any Note or (ii) default, and such default
shall continue unremedied for three or more Business Days, in the payment when
due of any Unpaid Drawings or interest


                                      -58-
<PAGE>

on any Loan or Note, or any Fees or any other amounts owing hereunder or under
any other Credit Document; or

          10.02 Representations, etc. Any representation, warranty or statement
made by any Credit Party herein or in any other Credit Document or in any
certificate delivered pursuant hereto or thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made; or

          10.03 Covenants. Any Credit Party shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(e)(i), Section 8.08 or Section 9 or (ii) default in the due
performance or observance by it of any other term, covenant or agreement
contained in this Agreement (other than as provided in Section 10.01) and such
default shall continue unremedied for a period of 30 days after written notice
to any Borrower by the Administrative Agent or the Required Lenders; or

          10.04 Default Under Other Agreements. (i) Any Borrower, any Guarantor,
or any of their respective Subsidiaries shall (x) default in any payment of any
Indebtedness (other than the Obligations or any Non-Recourse Indebtedness)
beyond the period of grace, if any, provided in the instrument or agreement
under which such Indebtedness was created or (y) default in the observance or
performance of any agreement or condition relating to any Indebtedness (other
than the Obligations or any Non-Recourse Indebtedness) or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice is required), any such
Indebtedness to become due prior to its stated maturity or (ii) any Indebtedness
(other than the Obligations or any Non-Recourse Indebtedness) of any Borrower,
any Guarantor, or any of their respective Subsidiaries shall be declared to be
due and payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof; provided that it
shall not be a Default or an Event of Default under clauses (i) or (ii) of this
Section 10.04 unless the aggregate outstanding principal amount of all such
Indebtedness as described in such clauses (i) and (ii) is at least $10,000,000;
or

          10.05 Bankruptcy, etc. Any Borrower, any Guarantor or any of their
respective Subsidiaries shall commence a voluntary case concerning itself under
Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in
effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case
is commenced against any Borrower, any Guarantor, or any of their respective
Subsidiaries and the petition is not controverted within 60 days, or is not
dismissed within 60 days, after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of any Borrower, any Guarantor or any of their
respective Subsidiaries or any Borrower, any Guarantor or any of their
respective Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to any Borrower, any Guarantor or any of their respective
Subsidiaries, or there is commenced against


                                      -59-
<PAGE>

any Borrower, any Guarantor or any of their respective Subsidiaries any such
proceeding which remains undismissed for a period of 60 days, or any Borrower,
any Guarantor or any of their respective Subsidiaries is adjudicated insolvent
or bankrupt; or any order of relief or other order approving any such case or
proceeding is entered and is not vacated or stayed within 60 days; or any
Borrower, any Guarantor or any of their respective Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; any
Borrower, any Guarantor or any of their respective Subsidiaries makes a general
assignment for the benefit of creditors; or any trust, partnership and/or
corporate action is taken by any Borrower, any Guarantor or any of their
respective Subsidiaries for the purpose of effecting any of the foregoing; or

          10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan
subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation 4043.61 (without regard to subparagraph (b)(1)
thereof) and an event described in subsection .62, .63, .64, .65, .66, .67 or
 .68 or PBGC Regulation Section 4043 shall be reasonably expected to occur with
respect to such Plan within the following 30 days, any Plan shall have had or is
likely to have a trustee appointed to administer such Plan, any Plan is, shall
have been or is likely to be terminated or to be the subject of termination
proceedings under ERISA, any Plan shall have an Unfunded Current Liability, a
contribution required to be made by any Borrower, any of its Subsidiaries or any
ERISA Affiliate to a Plan or a Foreign Pension Plan has not been timely made,
any Borrower or any of its Subsidiaries or ERISA Affiliates has incurred or is
likely to incur a liability to or on account of a Plan under Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971, 4975 or 4980 of the Code or on account of a group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code, or any Borrower or any of its
Subsidiaries or ERISA Affiliates has incurred or is likely to incur liabilities
pursuant to one or more employee welfare benefit plans (as defined in Section
3(1) of ERISA) that provide benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or employee pension
benefit plans (as defined in Section 3(2) of ERISA) or Foreign Pension Plans;
(b) there shall result from any such event or events the imposition of a lien,
the granting of a security interest, or a liability or a material risk of
incurring a liability; and (c) such lien, security interest or liability,
individually and/or in the aggregate, will have a Material Adverse Effect; or

          10.07 REIT Status. Patriot REIT shall cease, for any reason, to
maintain its status as a real estate investment trust under Sections 856 through
860 of the Code; or

          10.08 Guaranties. The Amended and Restated Affiliate Guaranty shall
cease to be in full force or effect as to any Guarantor (except as expressly
provided in the Amended and Restated Affiliate Guaranty), or any Guarantor or
Person acting by or on behalf of such


                                      -60-
<PAGE>

Guarantor shall deny or disaffirm such Guarantor's obligations under its
Guaranty or any Guarantor Event of Default shall occur; or

          10.09 Judgments. One or more judgments or decrees shall be entered
against the Borrower, any of the Guarantors or any of their respective
Subsidiaries involving in the aggregate for the Borrower, the Guarantors and
their respective Subsidiaries a liability (not paid or not fully covered by a
reputable and solvent insurance company) and such judgments and decrees either
shall be final and non-appealable or shall not be vacated, discharged or stayed
or bonded pending appeal for any period of 60 consecutive days, and the
aggregate amount not covered by a reputable and solvent insurance company of all
such judgments exceeds $10,000,000; or

          10.10 Change of Control. A Change of Control shall occur; or

          10.11 General Partner Status. Patriot REIT or a Wholly-Owned
Subsidiary of Patriot REIT shall cease at any time to be the sole general
partner of Patriot OP; or

          10.12 Security Documents. (a) The Pledge Agreement shall cease to be
in full force and effect in all material respects, or shall cease to give the
Collateral Agent the Liens, rights, powers and privileges purported to be
created thereby in favor of the Collateral Agent, superior to and prior to the
rights of all third Persons (except as permitted by Section 9.06), and subject
to no other Liens (except as permitted by Section 9.06), or (b) any Credit Party
shall default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant to the Pledge
Agreement and such default shall continue beyond any cure or grace period
specifically applicable thereto pursuant to the terms of the Pledge Agreement;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to either Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent, any Lender or the holder of any Note to enforce its claims
against any Credit Party (provided, that, if an Event of Default specified in
Section 10.05 shall occur with respect to either Borrower, the result which
would occur upon the giving of written notice by the Administrative Agent to
either Borrower as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitments terminated, whereupon all of the Commitments of each Lender shall
forthwith terminate immediately and any Commitment Fee shall forthwith become
due and payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Loans and the Notes and all
Obligations owing hereunder and thereunder to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by each Credit Party; (iii)
enforce, as Collateral Agent (or direct the Collateral Agent to enforce), any or
all of the Liens and security interests created pursuant to the Pledge
Agreement; (iv) terminate any Letter of Credit which may be terminated in
accordance with its terms; and (v) apply any cash collateral held pursuant to
this agreement to the payment of Obligations.


                                      -61-
<PAGE>

          SECTION 11. Definitions and Accounting Terms.

          11.01 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

          "Acceptable Financial Information" shall mean financial information
which is audited, reviewed by accountants or in a form which is acceptable to
the Administrative Agent.

          "Adjusted Funds From Operations" shall mean, for any period, Patriot
REIT Net Income plus (a) the sum of the following amounts for such period to the
extent and on the same basis included in the determination of Patriot REIT Net
Income: (i) depreciation expense, (ii) amortization expense and other non-cash
charges with respect to real estate assets for such period, (iii) losses from
Asset Sales, losses resulting from restructuring of Indebtedness and other
extraordinary losses, and (iv) minority interests attributable to Patriot OP
Units; less (b) the sum of the following amounts for such period to the extent
and on the same basis included in the determination of Patriot REIT Net Income:
(i) gains from sales or dispositions of assets, gains resulting from
restructuring of Indebtedness and other extraordinary gains, and (ii) the
applicable shares of net income of Patriot REIT's and its Subsidiaries'
Unconsolidated Entities; plus (c) Patriot REIT's and its Subsidiaries'
Allocation Percentage of funds from operations (determined in a manner
consistent with this definition of Adjusted Funds From Operations) of Patriot
REIT's and its Subsidiaries' Unconsolidated Entities.

          "Adjusted RL Percentage" shall mean (x) at a time when no Lender
Default exists, for each Lender, such Lender's RL Percentage and (y) at a time
when a Lender Default exists (i) for each Lender that is a Defaulting Lender,
zero and (ii) for each Lender that is a Non-Defaulting Lender, the percentage
determined by dividing such Lender's Revolving Loan Commitment at such time by
the Adjusted Total Revolving Loan Commitment at such time, it being understood
that all references herein to Revolving Loan Commitments and the Adjusted Total
Revolving Loan Commitment at a time when the Total Revolving Loan Commitment or
Adjusted Total Revolving Loan Commitment, as the case may be, has been
terminated shall be references to the Revolving Loan Commitments or Adjusted
Total Revolving Loan Commitment, as the case may be, in effect immediately prior
to such termination, provided that (A) no Lender's Adjusted RL Percentage shall
change upon the occurrence of a Lender Default from that in effect immediately
prior to such Lender Default if after giving effect to such Lender Default, and
any repayment of Revolving Loans and Swingline Loans at such time pursuant to
Section 4.02(a) or otherwise, the sum of (i) the aggregate outstanding principal
amount of Revolving Loans of all Non-Defaulting Lenders plus (ii) the aggregate
outstanding principal amount of Swingline Loans plus (iii) the Letter of Credit
Outstandings, exceed the Adjusted Total Revolving Loan Commitment; (B) the
changes to the Adjusted RL Percentage that would have become effective upon the
occurrence of a Lender Default but that did not become effective as a result of
the preceding clause (A) shall become effective on the first date after the
occurrence of the relevant Lender Default on which the sum of (i) the aggregate
outstanding principal amount of the Revolving Loans of all Non-Defaulting
Lenders plus (ii) the aggregate outstanding principal amount of Swingline Loans
plus (iii) the Letter of Credit Outstandings is equal to or


                                      -62-
<PAGE>

less than the Adjusted Total Revolving Loan Commitment; and (C) if (i) a
Non-Defaulting Bank's Adjusted RL Percentage is changed pursuant to the
preceding clause (B) and (ii) any repayment of such Lender's Revolving Loans, or
of Unpaid Drawings with respect to Letters of Credit or of Swingline Loans, that
were made during the period commencing after the date of the relevant Lender
Default and ending on the date of such change to its Adjusted RL Percentage must
be returned to the Borrower as a preferential or similar payment in any
bankruptcy or similar proceeding of the Borrower, then the change to such
Non-Defaulting Lender's Adjusted RL Percentage effected pursuant to said clause
(B) shall be reduced to that positive change, if any, as would have been made to
its Adjusted Percentage if (x) such repayments had not been made and (y) the
maximum change to its Adjusted Percentage would have resulted in the sum of the
outstanding principal of Revolving Loans made by such Lender plus such Lender's
new Adjusted Percentage of the outstanding principal amount of Swingline Loans
and of Letter of Credit Outstandings equaling such Lender's Revolving Loan
Commitment at such time.

           "Adjusted Total Revolving Loan Commitment" shall mean at any time the
Total Revolving Loan Commitment less the aggregate Revolving Loan Commitments of
all Defaulting Lenders.

          "Administrative Agent" shall mean Chase, in its capacity as
Administrative Agent for the Lenders hereunder, and shall include any successor
to the Administrative Agent appointed pursuant to Section 12.09.

          "Affected Eurodollar Loans" shall have the meaning provided in Section
4.02(f).

          "Affiliate" shall mean, with respect to any Person, any other Person
(i) directly or indirectly controlling (including, but not limited to, all
directors, officers and partners of such Person) controlled by, or under direct
or indirect common control with, such Person or (ii) that directly or indirectly
owns more than 5% of any class of the voting securities or capital stock of or
equity interests in such Person. A Person shall be deemed to control another
Person if such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such other Person, whether
through the ownership of voting securities, by contract or otherwise.

          "Affiliated Operating Lease" shall mean an Operating Lease with an
Affiliated Operator substantially in the form delivered to, and found acceptable
by, the Administrative Agent.

          "Affiliated Operator" shall mean a lessee under an Operating Lease
which is (i) Wyndham or (ii) a Subsidiary of Patriot REIT or Wyndham.

          "Agents" shall have the meaning set forth in Section 12.01 of this
Agreement.

          "Agreement" shall mean this Credit Agreement, as amended, modified or
supplemented from time to time.


                                      -63-
<PAGE>

          "Allocation Percentage" shall mean, (i) with respect to any Borrower
or any Wholly-Owned Subsidiary of any Borrower, 100% and (ii) for any other
Person, with respect to such Person's Subsidiaries and Unconsolidated Entities,
the percentage ownership interest of such Person in such Subsidiary or
Unconsolidated Entity, respectively, provided that, for purposes of determining
any Person's Allocation Percentage of the Indebtedness of a Subsidiary or
Unconsolidated Entity for which such Person is a general partner, such Person's
Allocation Percentage with respect to such Subsidiary or Unconsolidated Entity
shall be the percentage of the general partner interests owned by such Person in
such Subsidiary or Unconsolidated Entity with respect to any Indebtedness for
which recourse may be made against any general partner of such Subsidiary or
Unconsolidated Entity.

          "Amended and Restated Affiliate Guaranty" shall have the meaning
provided in Section 5.05.

          "Applicable Margin" shall mean, with respect to each Tranche I Term
Loan, Tranche II Term Loan, Tranche III Term Loan, Tranche B Term Loan,
Revolving Loan, Swingline Loan and Commitment Fee at any date, the applicable
percentage per annum set forth below based upon the Status then in effect, it
being understood that (x)(A) from the Restatement Effective Date through May 15,
1998, the Applicable Margin shall be based on the Status applicable on the
Restatement Effective Date, (B) if on any date Level I Status through Level IV
Status is then in effect, the Applicable Margin for all Loans except Tranche B
Term Loans (for which the Applicable Margin shall always be based upon Level V
Status through Level IX Status without regard to clause (x) in the definitions
of each such Status) shall be based on the Status in effect on such date, (C) if
Level I Status through Level IV Status is not then in effect, and in any event
in the case of Tranche B Term Loans, the Applicable Margin shall be based on the
Status in effect on the 45th day following the end of each Fiscal Quarter, and
such Applicable Margin shall be set until the Status is redetermined pursuant to
this clause (C) or, with respect to all Loans other than Tranche B Term Loans,
until Level I Status through Level IV Status is in existence, and (D) from
November 1, 1998 until the Tranche I Term Loan Maturity Date, the Applicable
Margin for Tranche I Term Loans shall be (a) the applicable percentage per annum
set forth below based upon the Status then in effect, plus (b) 0.25% and (y) the
Applicable Margin for (i) Base Rate Loans shall be the percentage set forth
under the column "Base Rate Loans", (ii) Eurodollar Rate Loans shall be the
percentage set forth under the column "Eurodollar Rate Loans", and (iii) the
Commitment Fee shall be the percentage set forth under the column "Commitment
Fee":


                                      -64-
<PAGE>
<TABLE>
<CAPTION>
             Revolving Loans, Swingline
                     Loans and
           Tranche I, II, III Term Loans   Tranche B Term Loans
           -----------------------------   --------------------
              Base Rate     Eurodollar    Base Rate   Eurodollar
                Loans       Rate Loans      Loans     Rate Loans  Commitment Fee
                -----       ----------      -----     ----------  --------------
<S>           <C>           <C>             <C>       <C>         <C>
Level I            0%          1.00%           --         --           0.125%
Status

Level II           0%         1.125%           --         --            0.15%
Status

Level III          0%          1.25%           --         --            0.15%
Status

Level IV           0%         1.375%           --         --            0.20%
Status

Level V            0%          1.50%         0.50%      2.00%           0.20%
Status

Level VI        0.20%          1.70%         0.50%      2.00%           0.25%
Status

Level VII       0.35%          1.85%         0.75%      2.25%           0.30%
Status

Level VIII      0.50%          2.00%         0.75%      2.25%           0.35%
Status

Level IX        0.75%          2.25%         1.00%      2.50%           0.40%
Status
</TABLE>

          "Applicable Prepayment Percentage" shall mean, at any time, (i) 100%,
provided that if at any time the Leverage Ratio is equal to or less than
4.50:1.00, the Applicable Prepayment Percentage shall instead be 0%.
Notwithstanding anything to the contrary in this definition, at any time an
Event of Default is then in existence, the Applicable Prepayment Percentage
shall be 100%.

          "Approved Appraisal" shall mean a FIRREA appraisal prepared by an MAI
`ppraiser reasonably satisfactory to the Administrative Agent.

          "Approved Fund" shall mean any fund that invests in commercial loans
and has total assets under management in excess of $100,000,000.

          "Approved Lender" shall have the meaning provided in the definition of
"Cash Equivalents."

          "Appurtenant Rights" shall mean (i) all easements, rights of way or
use, rights of ingress or egress, privileges, appurtenances, tenements,
hereditaments and other rights and


                                      -65-
<PAGE>

benefits at any time belonging or pertaining to each Hotel or the improvements
thereon, including, without limitation, the use of any streets, ways, alleys,
vaults or strips of land adjoining, abutting, adjacent or contiguous to such
Hotel and (ii) all permits, licenses and rights, whether or not of record,
appurtenant to such Hotel.

          "Arranger" shall mean each of Paine Webber Real Estate Securities Inc.
and Chase Securities Inc.

          "Asset Encumbrance" shall mean the placement of any Lien, claim or
encumbrance on any Hotel or any other assets, or group of related assets of any
Borrower, any Guarantor or any of their respective Subsidiaries or
Unconsolidated Entities.

          "Asset Sale" shall mean any sale, conveyance, transfer, assignment,
lease or other disposition (including, without limitation, by merger or
consolidation, and dispositions or transfers arising out of, or in connection
with, a Recovery Event) by any Borrower, any Guarantor or any of their
respective Subsidiaries or Unconsolidated Entities to any Person (other than to
any Borrower, any Guarantor or any of their respective Subsidiaries or
Unconsolidated Entities) of any Stock (other than new issuances of Stock) of any
of its Subsidiaries, any Stock Equivalents (other than new issuances of Stock
Equivalents) of any of its Subsidiaries or any Hotel or any other assets, or
group of related assets, in each case other than (i) sales, dispositions and
transfers of obsolete personal property and FF&E, and (ii) other sales,
dispositions and transfers which generate net proceeds and/or other
consideration the fair market value of which is less than $1,000,000 in the
aggregate in any Fiscal Year of the Borrowers.

          "Assignment and Assumption Agreement" shall mean an Assignment and
Assumption Agreement substantially in the form of Exhibit K (appropriately
completed).

          "Authorized Financial Officer" of any Credit Party shall mean any of
the Chairman, President, Chief Financial Officer, the Treasurer or the Chief
Accounting Officer of such Credit Party, or in the case of Patriot OP, the
Authorized Financial Officer of the general partner of Patriot OP.

          "Authorized Officer" of any Credit Party shall mean any of the
President, any Authorized Financial Officer or any Vice-President of such Credit
Party or any other officer of such Credit Party which is designated in writing
to the Administrative Agent by any of the foregoing officers of such Credit
Party as being authorized to give such notices under this Agreement.

          "Bankruptcy Code" shall have the meaning provided in Section 10.05.

          "Base Rate" at any time shall mean the higher of (i) the rate of
interest announced publicly by Chase at its principal office, from time to time,
as Chase's base rate and (ii) the sum (adjusted to the nearest 1/8 of 1% or, if
there is no nearest 1/8 of 1%, to the next higher 1/8 of 1%) of (x) 1/2 of 1%
per annum plus (y) the Federal Funds Rate.


                                      -66-
<PAGE>

          "Base Rate Loan" shall mean each Loan designated or deemed designated
as such by the Borrower at the time of the incurrence thereof or conversion
thereto.

          "Best Knowledge" shall mean, with respect to any Person, the actual
knowledge of any member of the Senior Management of such Person.

          "Borrower" shall have the meaning set forth in the first paragraph of
this Agreement.

          "Borrowing" shall mean the borrowing of one Type of Loan of a single
Tranche from all the Lenders (other than any Lender which has not funded its
share of a Borrowing in accordance with this Agreement) having Commitments of
the respective Tranche (or from the Swingline Lender in the case of Swingline
Loans) on a given date (or resulting from a conversion or conversions on such
date) having in the case of Eurodollar Loans the same Interest Period, provided
that Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered
part of the related Borrowing of Eurodollar Loans. It is understood that there
may be more than one Borrowing outstanding pursuant to a given Tranche.

          "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
in New York City a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close and (ii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and between
banks in the New York interbank Eurodollar market.

            "Calculation Period" shall mean the period of four consecutive
Fiscal Quarters last ended before the date of the respective event or incurrence
which requires calculations to be made on a Pro Forma Basis.

          "Capital Lease", as applied to any Person, shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

          "Capitalized Lease Obligations" of any Person shall mean all
obligations under Capital Leases of such Person or any of its Subsidiaries, in
each case taken at the amount thereof accounted for as liabilities in accordance
with GAAP.

          "Cash Available for Distribution" shall mean, for any period (i)
Adjusted Funds From Operations less (ii) the FF&E Reserves with respect to
Patriot REIT, its Subsidiaries and Unconsolidated Entities, multiplied by the
applicable Allocation Percentage.

          "Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than six months from the date of acquisition, (ii) U.S.


                                      -67-
<PAGE>

dollar denominated time deposits, certificates of deposit and bankers
acceptances of (x) any Lender or (y) any bank whose short-term commercial paper
rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at
least P-1 or the equivalent thereof (any such bank or Lender, an "Approved
Lender"), in each case with maturities of not more than six months from the date
of acquisition, (iii) commercial paper issued by any Approved Lender or by the
parent company of any Approved Lender and commercial paper issued by, or
guaranteed by, any industrial or financial company with a short-term commercial
paper rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or
the equivalent thereof by Moody's, or guaranteed by any industrial company with
a long term unsecured debt rating of at least A or A2, or the equivalent of each
thereof, from S&P or Moody's, as the case may be, and in each case maturing
within six months after the date of acquisition, (iv) marketable direct
obligations issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof maturing
within six months from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either S&P or
Moody's, (v) proceeds from the sale of any asset of any Borrower, any Guarantor
or any of their respective Subsidiaries held in trust by any Approved Lender or
other Person satisfactory to the Administrative Agent for not more than six
months in connection with a proposed like-kind transaction under Section 1031 of
the Code and (vi) investments in money market funds substantially all the assets
of which are comprised of securities of the types described in clauses (i)
through (iv) above.

          "CERCLA" shall mean the Comprehensive Environmental Response, 
Compensation, and Liability Act of 1980, as the same may be amended from time 
to time, 42 U.S.CA. Section 9601 et seq.

          "Change of Control" shall mean any of the following events: (i) the
failure of Patriot REIT, or a Wholly-Owned Subsidiary of Patriot REIT, to be the
sole general partner of Patriot OP; (ii) the acquisition, directly or
indirectly, by any one "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) of more than 30% of the common stock of Patriot REIT;
or (iii) during any period of 24 consecutive calendar months after the
Restatement Effective Date, individuals who at the beginning of such period
constituted the Board of Directors of Patriot REIT (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders or members, as the case may be, of Patriot REIT was
approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of such Board of Directors then in office; provided, that no Change of
Control shall be deemed to have occurred as a result of the Interstate
Transaction.

          "Chase" shall mean The Chase Manhattan Bank, in its individual
capacity.

          "CHC Acquisition" shall mean the acquisition by Patriot REIT and its
Affiliates of Carnival Hotel Corporation, Inc. and its Affiliates, including
without limitation the transactions contemplated pursuant to a certain Agreement
and Plan of Merger by and among Patriot REIT, Patriot OP and CHC International,
Inc.


                                      -68-
<PAGE>

          "Claims" shall have the meaning provided in the definition of
"Environmental Claims."

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated thereunder. Section references to
the Code are to the Code, as in effect at the date of this Agreement, and to any
subsequent provision of the Code, amendatory thereof, supplemental thereto or
substituted therefor.

          "Collateral" shall mean all of the Collateral as defined in the Pledge
Agreement.

          "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors.

          "Commitment" shall mean any of the commitments of any Lender, i.e.,
whether the Tranche II Term Loan Commitment, Tranche III Term Loan Commitment,
Tranche B Term Loan Commitment or Revolving Loan Commitment.

          "Commitment Fee" shall have the meaning provided in Section 3.01(a).

          "Company Combined Basis" shall mean, with respect to any financial
statement, that such statement is calculated on a consolidated basis for each of
Patriot REIT and its Subsidiaries and Wyndham and its Subsidiaries and that such
calculations are then combined in accordance with GAAP.

          "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee (including, without
limitation, as a result of such Person being a general partner of the other
Person, unless the underlying obligation is expressly made non-recourse as to
such general partner) any Indebtedness, leases, dividends or other obligations
("primary obligations") of any other Person (the "primary obligor") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (x) for the purchase or payment of any
such primary obligation or (y) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof in the manner of a guaranty; provided, however,
that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith.


                                      -69-
<PAGE>

          "Credit Documents" shall mean this Agreement, each Note, the Amended
and Restated Affiliate Guaranty and the Pledge Agreement.

          "Credit Event" shall mean the making of any Loan (other than a
Revolving Loan made pursuant to a Mandatory Borrowing) or the issuance of any
Letter of Credit.

          "Credit Party" shall mean each Borrower and each Guarantor.

          "CSI" shall mean Chase Securities Inc., in its individual capacity.

          "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

          "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

          "Determination Date" shall have the meaning provided in the definition
of Pro Forma Basis.

          "Derivatives Obligations" of any Person means all Interest Rate
Protection Agreements and all other obligations of such Person in respect of any
interest rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.

          "Dividends" with respect to any Person shall mean that such Person has
declared or paid a dividend or returned any equity capital to its stockholders
or partners or authorized or made any other distribution, payment or delivery of
property (other than common stock of such Person) or cash to its stockholders or
partners as such, or redeemed, retired, purchased or otherwise acquired,
directly or indirectly, for a consideration any shares of any class of its
capital stock or any partnership interests outstanding on or after the
Restatement Effective Date (or any options or warrants issued by such Person
with respect to its capital stock or partnership interest), or set aside any
funds for any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the capital stock or any partnership interests of such Person
outstanding on or after the Restatement Effective Date (or any options or
warrants issued by such Person with respect to its capital stock or partnership
interest).

          "Dollars" and the sign "$" shall each mean freely transferable lawful
money of the United States.


                                      -70-
<PAGE>

          "Domestic Subsidiary" shall mean each Subsidiary of Patriot REIT or
Wyndham, as the case may be, incorporated or organized in the United States or
any State or territory thereof.

          "Drawing" shall have the meaning provided in Section 2.04(a).

          "EBITDA" shall mean, for any Person for any period, the net income of
such 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 other non-cash charges, (iii) interest expense, (iv)
income tax expense, (v) extraordinary losses (and other losses on Asset Sales
not otherwise included in extraordinary losses determined in conformity with
GAAP) and (vi) minority interests attributable to the OP Units, less (b)
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 or assets not otherwise included in extraordinary
gains determined in conformity with GAAP).

          "Eligible Transferee" shall mean (i) a commercial bank or Federal
savings bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $5,000,000,000; (ii) a commercial
bank organized under the laws of any other country which is a member of the
OECD, or a political subdivision of any such country, and having total assets in
excess of $5,000,000,000, provided that such bank is acting through a branch or
agency located in the country in which it is organized or another country which
is also a member of the OECD or the Cayman Islands; (iii) the central bank of
any country which is a member of the OECD; corporation organized under the laws
of the United States, or any State thereof, and having total assets in excess of
$3,000,000,000; (iv) an insurance company organized under the laws of the United
States, or any State thereof, and having total assets in excess of
$5,000,000,000; (v) any Lender; (vi) any Affiliate of any Lender or any Approved
Fund; and (vii) any Person other than an Affiliate of a Credit Party, in each
case acceptable (a) to the Administrative Agent, and (b) provided no Default or
Event of Default exists, to the Borrower, which acceptance will not be
unreasonably withheld, conditioned or delayed.

          "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any Environmental Law (hereafter "Claims") or any permit issued
under any such law, including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

          "Environmental Law" shall mean any applicable Federal, state, foreign
or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of common
law now or hereafter in effect and in each case as


                                      -71-
<PAGE>

amended, and any judicial or administrative interpretation thereof, including 
any judicial or administrative order, consent decree or judgment relating to 
the environment, employee health and safety or Hazardous Materials, including, 
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 
U.S.CA. Section 2601 et seq., the Clean Air Act, 42 U.S.CA. Section 7401 et 
seq.; the Safe Drinking Water Act, 42 U.S.CA. Section 3803 et seq.; the Oil 
Pollution Act of 1990, 33 U.S.CA. Section 2701 et seq.; the Emergency Planning 
and the Community Right-to-Know Act of 1986, 42 U.S.CA. Section 11001 et seq., 
the Hazardous Material Transportation Act, 49 U.S.CA. Section 1801 et seq. and 
the Occupational Safety and Health Act, 29 U.S.CA. Section 651 et seq. (to the 
extent it regulates occupational exposure to Hazardous Materials); and any 
state and local or foreign counterparts or equivalents, in each case as 
amended from time to time.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with any Borrower, any Guarantor or any Subsidiary of
any such Person would be deemed to be a "single employer" within the meaning of
Section 414(b),(c), (m) or (o) of the Code.

          "Eurodollar Loan" shall mean each Loan designated as such by the
respective Borrower at the time of the incurrence thereof or conversion thereto.

          "Eurodollar Rate" means, for any Interest Period, an interest rate per
annum equal to the rate per annum obtained by multiplying (a) a rate per annum
equal to the rate for U.S. dollar deposits with maturities comparable to such
Interest Period which appears on Telerate Page 3750 as of 11:00 a.m., London
time, two (2) Business Days prior to the commencement of such Interest Period,
provided, however, that if such rate does not appear on Telerate Page 3750, the
"Eurodollar Rate" applicable to a particular Interest Period shall mean a rate
per annum equal to the rate at which U.S. dollar deposits in an amount
approximately equal to the Principal Balance (or the portion thereof which will
bear interest at a rate determined by reference to the Eurodollar Rate during
the Interest Period to which such Eurodollar Rate is applicable in accordance
with the provisions hereof), and with maturities comparable to the last day of
the Interest Period with respect to which such Eurodollar Rate is applicable,
are offered in immediately available funds in the London Interbank Market to the
London office of Chase by leading banks in the Eurodollar market at 11:00 a.m.,
London time, two (2) Business Days prior to the commencement of the Interest
Period to which such Eurodollar Rate is applicable, by (b) a fraction (expressed
as a decimal) the numerator of which shall be the number one and the denominator
of which shall be the number one minus the Eurodollar Rate Reserve Percentage
for such Interest Period.

          "Eurodollar Rate Reserve Percentage" for any Interest Period means the
aggregate reserve percentages (expressed as a decimal) from time to time
established by the Board of


                                      -72-
<PAGE>

Governors of the Federal Reserve System of the United States and any other
banking authority to which any of the Lenders are now or hereafter subject,
including, but not limited to any reserve on Eurocurrency Liabilities as defined
in Regulation D of the Board of Governors of the Federal Reserve System of the
United States at the ratios provided in such Regulation from time to time, it
being agreed that any portion of the Principal Balance bearing interest at a
rate determined by reference to the Eurodollar Rate shall be deemed to
constitute Eurocurrency Liabilities, as defined by such Regulation, and it being
further agreed that such Eurocurrency Liabilities shall be deemed to be subject
to such reserve requirements without benefit of or credit for prorations,
exceptions or offsets that may be available to any of the Lenders from time to
time under such Regulation and irrespective of whether such Lender actually
maintains all or any portion of such reserve.

          "Event of Default" shall have the meaning provided in Section 10.

          "Excluded Unconsolidated Entity" shall mean any Person which would be
an Unconsolidated Entity (without giving effect to the parenthetical in the
definition thereof) designated as an Excluded Unconsolidated Entity by written
notice from either Borrower to the Administrative Agent so long as (i) the
maximum liability of the Borrowers, the Guarantors, their respective
Subsidiaries and the Unconsolidated Entities to or on the behalf of such
Excluded Unconsolidated Entity is limited to the Investments made, or to be made
by such Person in compliance with all the limitations on such Investments under
this Agreement, in such Excluded Unconsolidated Entity and (ii) the obligations
of such Excluded Unconsolidated Entity are otherwise without recourse (other
than claims in respect of customary indemnities and non-recourse covenants) to
the Borrowers, the Guarantors, their respective Subsidiaries and the
Unconsolidated Entities, and/or any of their respective assets.

          "Existing Indebtedness" shall have the meaning provided in Section
7.19.

          "Extended-Stay Hotel" shall mean a Hotel which may reasonably be
categorized as one which (i) primarily services guests needing accommodations
for a period of five days or longer, (ii) offers limited or no food or beverage
facilities or meeting space, (iii) offers services and facilities designed to
appeal to longer-term residents, such as grocery shopping and laundry services,
(iv) offers some type of kitchen facility, and (v) quotes rates on a weekly or
monthly basis (e.g., hotels operated as Residence Inns by Marriott, Homewood
Suites, Candlewood Suites and Suburban Lodges).

          "Facing Fee" shall have the meaning provided in Section 3.01(c).

          "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.


                                      -73-
<PAGE>

          "Fees" shall mean all amounts payable pursuant to or referred to in
Section 3.01.

          "FF&E" shall mean, with respect to any Hotel, any furniture, fixtures
and equipment, including any beds, lamps, bedding, tables, chairs, sofas,
curtains, carpeting, smoke detectors, mini bars, paintings, decorations,
televisions, telephones, radios, desks, dressers, towels, bathroom equipment,
heating, cooling, lighting, laundry, incinerating, loading, swimming pool,
landscaping, garage and power equipment, machinery, engines, vehicles, fire
prevention, refrigerating, ventilating and communications apparatus, carts,
dollies, elevators, escalators, kitchen appliances, restaurant equipment,
computers, reservation systems, software, cash registers, switchboards, cleaning
equipment or any other items of furniture, fixtures and equipment typically used
in hotel properties (including furniture, fixtures and equipment used in guest
rooms, lobbies and common areas).

          "FF&E Reserve" shall mean, with respect to any Hotel for any period,
the actual reserve required under the Operating Lease for such Hotel, provided
that if the Operating Lease does not create contractual FF&E obligations, or
such Hotel is not subject to an Operating Lease, the FF&E Reserve for such Hotel
shall be a reserve equal to 4% of Gross Revenues from such Hotel for such
period.

          "Fiscal Quarter" shall mean each fiscal quarter of the respective
Borrower ending on March 31, June 30, September 30 and December 31 of each
calendar year.

          "Fiscal Year" shall mean each fiscal year of the respective Borrower
ending on December 31 of each calendar year.

          "Fixed Charge Coverage Ratio" shall mean, for any Test Period, the
ratio of (i) Total Adjusted EBITDA for such Test Period plus EBITDA of each
Excluded Unconsolidated Entity multiplied by the applicable Allocation
Percentage to (ii) the sum of (v) Total Interest Expense for such Test Period,
(w) all scheduled principal amortization payments (excluding final payments due
at maturity) on Total Indebtedness made during such Test Period, (x) preferred
stock dividends (excluding dividends in respect of preferred stock issued in
connection with the CHC Acquisition or other acquisitions to the extent such
dividends are paid on a non-fixed basis which is the functional equivalent of
paying dividends in respect of the common stock of Patriot REIT (or on a basis
which is more favorable to the Lenders)) accrued by Patriot REIT or Wyndham
during such Test Period, (y) interest expense (including capitalized interest)
and scheduled principal amortization payments (excluding final payments due at
maturity) on Indebtedness of Excluded Unconsolidated Entities multiplied by the
applicable Allocation Percentage and (z) 4% of Gross Revenues during such Test
Period received from each Hotel owned or leased pursuant to a ground lease by
any Borrower, any Guarantor or any of their respective Subsidiaries.

          "Foreign Pension Plan" means any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by any Borrower or any one or
more of its Affiliates primarily for the benefit of employees of any Borrower or
such Affiliates residing outside the United States of America, which plan, fund
or other similar program provides, or results in, retirement income, a deferral
of


                                      -74-
<PAGE>

income in contemplation of retirement or payments to be made upon termination of
employment, and which plan is not subject to ERISA or the Code, and as to which
plan any Borrower or any Guarantor has any material liability.

          "Foreign Subsidiary" shall mean each Subsidiary of any Borrower or
Guarantor other than a Domestic Subsidiary.

          "Forward Purchase Obligations" shall mean obligations to purchase
Hotels and related property upon the completion of construction or renovation
thereof, or upon the occurrence of another future contingency (excluding
obligations under purchase, sale and acquisition agreements entered into in the
ordinary course of business).

          "Full-Service Hotel" shall mean a Hotel (including an all-suites
Hotel) which may reasonably be categorized as one which offers customary food
and beverage facilities and room service.

          "GAAP" shall have the meaning provided in Section 13.07(a).

          "Gross Revenues" shall mean all revenues derived from the operation of
Hospitality/Leisure-Related Businesses.

          "Guaranteed Obligations" shall mean all obligations of each Borrower
to each Lender for the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of the principal and interest on each
Note issued by any Borrower to such Lender, and Loans made, under this Agreement
and all reimbursement obligations and Unpaid Drawings with respect to Letters of
Credit, together with all the other obligations and liabilities (including,
without limitation, indemnities, fees and interest thereon) of any Borrower to
such Lender now existing or hereafter incurred under, arising out of or in
connection with the Agreement or any other Credit Document and the due
performance and compliance with all the terms, conditions and agreements
contained in the Credit Documents by the Borrower.

          "Guarantor" shall mean (i) on the Restatement Effective Date, each
Domestic Subsidiary of Patriot REIT in existence on the Restatement Effective
Date other than Patriot OP and any other Subsidiary listed on Schedule VIII and
designated a "Non-Credit Party Subsidiary" therein, (ii) on the Restatement
Effective Date, Wyndham and each of its Domestic Subsidiaries in existence on
the Restatement Effective Date other than any Subsidiary listed on Schedule VIII
and designated a "Non-Credit Party Subsidiary" therein and (iii) at any time,
any other Domestic Subsidiary of Patriot REIT or Wyndham created or acquired
after the Restatement Effective Date excluding any Subsidiary reasonably
designated by the Arrangers to be a Non-Credit Party Subsidiary.

          "Guarantor Event of Default" shall have the meaning provided in the
Amended and Restated Affiliate Guaranty.

          "Guaranty" shall mean the Amended and Restated Affiliate Guaranty.


                                      -75-
<PAGE>

          "Hazardous Materials" shall mean (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar meaning and regulatory
effect under any applicable Environmental Law.

          "Hospitality/Leisure-Related Business" shall mean the hotel, resort,
extended stay lodging, other hospitality, vacation or timeshare business or any
casino (but only if part of a Hotel and not as a stand-alone or primary
business), senior living (excluding congregate care) or recreational business
and other businesses incidental to, or in support of such business, including
without limitation, (i) developing, managing, operating, improving or acquiring
lodging facilities, restaurants and other food-service facilities, golf
facilities or other entertainment facilities or club, convention or meeting
facilities and marketing services or reservation systems related thereto, and
(ii) acquiring, developing, managing or improving any real estate ancillary or
connected to any hotel, resort, extended stay lodging, other hospitality-related
business, casino (but only if a part of a Hotel and not as a stand-alone or
primary business), senior living (excluding congregate care) or recreational
business or reservation system constructed, leased, owned, managed or operated
(or proposed to be constructed, leased, owned, managed or operated) by the
Borrowers, the Guarantors or any of their Subsidiaries at any time; provided,
that the operation of a horse racing facility and pari-mutuel wagering in the
manner so operated on the Restatement Effective Date shall be permitted.

          "Hotel" shall mean any Real Property (including Improvements thereon
and any retail, golf, tennis, spa or other resort amenities appurtenant thereto)
comprising an operating facility offering hotel or lodging services.

          "Improvements" shall mean all buildings, structures, fixtures, tenant
improvements and other improvements of every kind and description now or
hereafter located in or on or attached to any Real Property, including all
building materials, water, sanitary and storm sewers, drainage, electricity,
steam, gas, telephone and other utility facilities, parking areas, roads,
driveways, walks and other site improvements; and all additions and betterments
thereto and all renewals, substitutions and replacements thereof.

          "Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property
(including Forward 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) or
(vii) of this definition secured by any Lien on any property owned by such
Person, whether or not such Indebtedness has been assumed by such Person, (iv)
the aggregate amount required to be capitalized in accordance with GAAP under
leases under which such Person is the lessee, (v) all obligations of


                                      -76-
<PAGE>

such person to pay a specified purchase price for goods or services, whether or
not delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all
Contingent Obligations of such Person, and (vii) all obligations under any
Interest Rate Protection Agreement or under any similar type of agreement or
arrangement; provided, that Indebtedness shall not include (a) trade payables
incurred in the ordinary course of business, (b) operating lease obligations
(including, without limitation, the lessee's obligations under (i) the eleven
(11) Lease Agreements dated as of May 2, 1996 and/or May 3, 1996 originally
between HPTWN Corporation, as lessor, and Garden Hotel Associates Two LP, as
lessee (subsequently assigned to GHALP Corporation, as lessee), (ii) the Lease
dated as of January 8, 1997 originally between HPTSLC Corporation, as lessor,
and WHC Salt Lake City Corporation, as lessee, and (iii) any other operating
lease pursuant to which any Borrower, any Guarantor or any of their respective
Subsidiaries or Unconsolidated Entities, as lessee, leases all or any portion of
a Hotel from the holder of a superior 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.

          "Independent Hotel" shall mean a Hotel which is not associated or
designated to become associated within six months of such designation with a
nationally or regionally recognized hotel or resort brand or franchise or hotel
membership organization encompassing at least 5 Hotels, provided, that
notwithstanding the foregoing, Hotels operating under any of the names of Grand
Heritage, Carefree, and to the extent the right to use or ownership is acquired,
West Coast, Homegate, Club House, Grand Bay, Registry and Carnival shall not be
considered Independent Hotels.

          "Intangible Asset" shall mean, with respect to any Person, a
long-lived asset that is useful in the operations of such Person, that is not
directly used in revenue generation and is not held for sale, and is without
physical qualities, including but not limited to patents, copyrights and
goodwill, but excluding capitalized costs associated with the acquisition of
brand names, franchises and trademarks, franchise agreements and management
agreements.

          "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

          "Interest Period" shall have the meaning provided in Section 1.09.

          "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement, interest rate floor agreement or other similar agreement
or arrangement.

          "Interstate Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of December 2, 1997, by and among Interstate Hotels Company,
Patriot REIT and Patriot American Hospitality Operating Company.

          "Interstate Transaction" shall mean the transaction by which the
Interstate Hotels Company will merge with and into Patriot REIT with Patriot
REIT being the surviving entity


                                      -77-
<PAGE>

pursuant to the Interstate Merger Agreement and related stockholders agreement
entered into by Patriot REIT dated December 2, 1997.

          "Interstate Transaction Documents" shall mean the Interstate Merger
Agreement and all other documents and agreements entered into in connection with
the consummation of the Interstate Transaction.

          "Investment" shall have the meaning provided in Section 9.04.

          "Issuing Lender" shall mean the Administrative Agent and any Lender
which at the request of the respective Borrower and with the consent of the
Administrative Agent agrees, in such Lender's sole discretion, to become an
Issuing Lender for the purpose of issuing Letter of Credit pursuant to Section
2.

          "Joint Venture" shall mean any Person, other than an individual or a
Wholly-Owned Subsidiary of Patriot REIT or Wyndham, in which Patriot REIT or
Wyndham or a Subsidiary of Patriot REIT or Wyndham holds or acquires an
ownership interest (whether by way of capital stock, partnership or limited
liability company interest, or other evidence of ownership).

          "L/C Supportable Obligations" shall mean (i) obligations of the
Borrowers, the Guarantors, or any of their respective Subsidiaries or of any
Joint Venture incurred in the ordinary course of business with respect to
insurance obligations and workers' compensation, surety bonds and other similar
statutory obligations, (ii) earnest money or performance obligations in respect
of acquisitions permitted pursuant to the terms of this Agreement and (iii) such
other obligations of the Borrowers, the Guarantors, or any of their respective
Subsidiaries or of any Joint Venture as are permitted to exist pursuant to the
terms of this Agreement.

          "Leasehold" of any Person shall mean all of the right, title and
interest of such Person as lessee or licensee in, to and under any lease or
license of land, improvements and/or fixture.

          "Legal Requirements" shall mean all Federal, state, county, 
municipal and other governmental statutes, laws, rules, orders, regulations, 
ordinances, judgments, decrees and injunctions affecting each Hotel, the 
improvements on such Hotel or the demolition, construction, use or alteration 
thereof, whether now or hereafter enacted and in force, including any that 
require repairs, modifications or alterations in or to such Hotel or in any 
way limit the use and enjoyment thereof (including all building, zoning and 
fire codes and the Americans with Disabilities Act of 1990, 42 U.S.C. Section 
12101 et seq. and any other similar Federal, state or local laws or ordinances 
and the regulations promulgated thereunder) and any that may relate to 
environmental requirements (including all Environmental Laws), and all 
permits, certificates of occupancy, licenses, authorizations and regulations 
relating thereto, and all covenants, agreements, restrictions and encumbrances 
affecting such Hotel, the Appurtenant Rights and any easements, licenses or 
other agreements entered respect to such Hotel.

                                      -78-
<PAGE>

          "Lender" shall mean each financial institution listed on Schedule I
and any Person which becomes a "Lender" hereunder pursuant to Sections 1.13
and/or 13.04(b).

          "Lender Default" shall mean (i) the refusal (which has not been
retracted) of a Lender to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.03(c) or (ii) a Lender
having notified in writing any Borrower and/or the Administrative Agent that it
does not intend to comply with its obligations under Section 1.01 or Section 2,
in each case for any reason including, without limitation, as a result of any
takeover of such Lender by any regulatory authority or agency.

          "Letter of Credit" shall have the meaning provided in Section 2.01(a).

          "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

          "Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii)
the amount of all Unpaid Drawings.

          "Letter of Credit Request" shall have the meaning provided in Section
2.02(a).

          "Leverage Ratio" shall mean, on any date, the ratio of (i) Total
Indebtedness on such date to (ii) Total Adjusted EBITDA for the Test Period most
recently ended on or prior to such date. All calculation of the Leverage Ratio
shall be made on a Pro Forma Basis.

          "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other) or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing and excluding any
equipment operating leases and any precautionary filings related thereto).

          "Limited-Service Hotel" shall mean a Hotel which may reasonably be
categorized as one which (i) offers either no, or very limited, meeting space
and food and beverage facilities such as restaurants, lounges and catering
facilities, (ii) may be described as a "rooms-only" property, and (iii) does not
have amenities such as bell-service, health spas or entertainment facilities
(e.g., hotels operated as Hampton Inns, Comfort Inns, La Quinta Inns and Red
Roof Inns). For the purpose of this agreement, Limited-Service Hotels shall not
include Hotels where the majority of rentable rooms are suites and the average
daily room rate over the preceding 12 months was $80 or more.

          "Loan" shall mean each Tranche I Term Loan, each Tranche II Term Loan,
each Tranche III Term Loan, each Tranche B Term Loan, each Revolving Loan and
each Swingline Loan.


                                      -79-
<PAGE>

          "Majority Lenders" of any Tranche shall mean those Non-Defaulting
Lenders which constitute the Required Lenders under, and as defined in, this
Agreement if all outstanding Obligations of the other Tranches under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

          "Management Agreement" shall mean any agreement pursuant to which any
Hotel is managed, operated, franchised or licensed and which (i) with respect to
the management or operation of such Hotel, is between any Borrower, any
Guarantor or any of their respective Subsidiaries on one hand and the Operator
of such Hotel on the other hand, and (ii) with respect to the franchising or
licensing of such Hotel, is in favor of any Borrower, any Guarantor or the
Operator of such Hotel and which permits the use of hotel system trademarks,
trade names and any related rights in connection with the ownership or operation
of such Hotel.

          "Mandatory Borrowing" shall have the meaning provided in Section
1.01(g) of this Agreement.

          "Margin Stock" shall have the meaning provided in Regulation U.

          "Material Adverse Effect" shall mean a material adverse effect on the
business, operations, property or condition (financial or otherwise) of the
Borrowers, the Guarantors, and their respective Subsidiaries, taken as a whole.

          "Maturity Date" shall mean, with respect to any Tranche of Loans, the
Tranche I Term Loan Maturity Date, the Tranche II Term Loan Maturity Date, the
Tranche III Term Loan Maturity Date, the Tranche B Term Loan Maturity Date, the
Revolving Loan Maturity Date or the Swingline Expiry Date, as the case may be.

          "Maximum Swingline Amount" shall mean $10,000,000.

          "Minimum Borrowing Amount" shall mean, (i) for Revolving Loans,
$1,000,000, (ii) for Term Loans, $1,000,000, and (iii) for Swingline Loans,
$500,000.

          "Minimum Tangible Net Worth" shall mean, at any time, the sum of (a)
75% of Tangible Net Worth as of the Restatement Effective Date plus (b) 60% of
the aggregate net proceeds received by any Borrower or any Guarantor after the
Restatement Effective Date in connection with any issuance of Stock, Stock
Equivalents or any OP Units, in each case to any Person other than any Borrower
or any Guarantor.

          "Moody's" shall mean Moody's Investors Service, Inc.

          "Mortgage Note" shall mean a duly authorized, executed and delivered
promissory note, which promissory note (i) is secured by a first priority
mortgage lien encumbering a Hotel that is owned or leased pursuant to a ground
lease by the obligor under such promissory note, (ii) is not in default beyond
applicable notice and cure periods, (iii) bears cash interest after the
Restatement Effective Date at minimum rate of at least 7% per annum and is


                                      -80-
<PAGE>

payable at least quarterly and (iv) is not an obligation of the Borrower, any
Guarantor, any of their Subsidiaries or any Unconsolidated Entity.

          "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA subject to Title IV of ERISA.

          "Net Cash Proceeds" shall mean for any event requiring a reduction of
the Total Revolving Loan Commitment and/or repayment of Term Loans pursuant to
Section 3.03 or 4.02, as the case may be, the gross cash proceeds (including any
cash received by way of deferred payment pursuant to a promissory note,
receivable or otherwise, but only as and when received) received from such
event, net of reasonable transaction costs (including, as applicable, any
underwriting, brokerage or other customary commissions and reasonable legal,
advisory and other fees and expenses associated therewith) received from any
such event.

          "Net Sale Proceeds" shall mean for any Asset Sale, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as and when received)
received from any Asset Sale, net of (i) reasonable transaction costs
(including, without limitation, any underwriting, brokerage or other customary
selling commissions and reasonable legal, advisory and other fees and expenses,
including title and recording expenses, associated therewith) and payments of
unassumed liabilities relating to the assets sold at the time of, or within 90
days after, the date of such sale, (ii) the amount of such gross cash proceeds
required to be used to repay any Indebtedness (other than Indebtedness of the
Lenders pursuant to this Agreement) which is secured by any of the respective
assets which were sold, and (iii) the estimated marginal increase in income
taxes which will be payable by Patriot REIT's or Wyndham's consolidated group
with respect to the fiscal year in which the sale occurs or deferred payment is
received as a result of such sale; provided, however, that such gross proceeds
shall not include any portion of such gross cash proceeds which the Borrowers
determine in good faith should be reserved for post-closing adjustments
(including indemnification payments) (to the extent the Borrower delivers to the
Lenders a certificate signed by an Authorized Financial Officer of such Borrower
officer as to such determination), it being understood and agreed that on the
day that all such post-closing adjustments have been determined (which shall not
be later than one year following the date of the respective Asset Sale), the
amount (if any) by which the reserved amount in respect of such sale or
disposition exceeds the actual post-closing adjustments payable by any Borrower,
any Guarantor or any of their respective Subsidiaries shall constitute Net Sale
Proceeds on such date received by any Borrower, any Guarantor and/or any of
their respective Subsidiaries from such sale, lease, transfer or other
disposition. The parties hereto acknowledge and agree that Net Sale Proceeds
shall not include any trade-in-credits or purchase price reductions received by
any Borrower, any Guarantor or any of their respective Subsidiaries in
connection with an exchange of equipment for replacement equipment that is the
functional equivalent of such exchanged equipment.

          "New Construction" shall mean any of the following: (i) the
construction of any new Hotels, (ii) any conversion of any property to Hotel
use, or (iii) the addition of rooms to any


                                      -81-
<PAGE>

Hotel which requires such Hotel to shut down for any period of time or which
increases the number of rooms of such Hotel by 50% or more.

          "New Lender" shall mean each of the Persons Listed on Schedule I that
is not an Original Lender.

          "Non-Credit Party Subsidiary" shall mean, (i) with respect to any
Subsidiary of the Borrowers or the Guarantors in existence on the Restatement
Effective Date, each Subsidiary listed on Schedule VIII hereto and designated as
a Non-Credit Party Subsidiary therein, and (ii) with respect to any Subsidiary
of the Borrowers or Guarantors acquired or created after the Restatement
Effective Date, each Subsidiary which the Arrangers reasonably determine, at the
time of such acquisition or creation, to be excluded from the requirement of
becoming a Guarantor under Section 9.14.

          "Non-Defaulting Lender" shall mean and include each Lender other than
a Defaulting Lender.

          "Non-Pledgor Credit Party Subsidiary" shall mean (i) with respect to
any Subsidiary of the Borrowers or the Guarantors in existence on the
Restatement Effective Date, each Subsidiary listed on Schedule VIII hereto and
designated as a Non-Pledgor Credit Party Subsidiary therein, and (ii) with
respect to any Subsidiary acquired or created after the Restatement Effective
Date, each Subsidiary which the Arrangers reasonably determine at the time of
such acquisition, to be excluded from the requirement of becoming a Pledgor
Credit Party under Section 9.14.

          "Non-Recourse Indebtedness" shall mean Indebtedness with respect to
which no portion is guaranteed by, and no recourse claim (other than claims in
respect of customary indemnities and non-recourse carveouts) can be made
against, any Borrower, any Guarantor or any of their respective Subsidiaries.

          "Non-Strategic Assets" shall mean any Hotel which is not branded under
a proprietary brand of Patriot REIT or Wyndham, except that the Wyndham Franklin
Plaza shall be included in this definition of Non-Strategic Assets.

          "Note" shall mean each Tranche I Term Note, each Tranche II Term Note,
each Tranche III Term Note, each Tranche B Term Note, each Revolving Note and
the Swingline Note.

          "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

          "Notice of Conversion" shall have the meaning provided in Section
1.06.

          "Notice Office" shall mean the office of the Administrative Agent
located at 380 Madison Avenue, 10th Floor, New York, New York 10017, Attention:
Fred Hammer, with a copy to One Chase Manhattan Plaza, Agency Plus, 8th Floor,
New York, New York 10081, Attention:


                                      -82-
<PAGE>

Daniella Cassognol, or such other office as the Administrative Agent may
hereafter designate in writing as such to the other parties hereto.

          "Obligations" shall mean all amounts owing to the Administrative
Agent, any Arranger or any Lender pursuant to the terms of this Agreement or any
other Credit Document.

          "OECD" shall mean the Organization for Economic Cooperation and
Development.

          "OP Units" shall mean and include Patriot OP Units and Wyndham
Partnership OP Units.

          "Operating Account" shall have the meaning provided in Section 8.14.

          "Operating Lease" shall mean a lease or sublease relating to all or
substantially all of any Hotel, between any Borrower, any Guarantor or any of
their respective Subsidiaries or Unconsolidated Entities, as lessor, and an
Operator, substantially in the form approved by the Administrative Agent.

          "Operator" shall mean and include each Affiliated Operator and each
Third Party Operator.

          "Original Credit Agreements" shall have the meaning provided in the
second WHEREAS clause of this Agreement.

          "Original Lenders" shall mean the Original Revolver Lenders and the
Original Term Lenders.

          "Original Letters of Credit" shall mean the letters of credit
previously issued under the Original Revolving Credit Agreement and listed on
Schedule IX hereto.

          "Original Loans" shall mean the "Loans" under, and as defined in, the
Original Credit Agreements.

          "Original Revolver Effective Date" shall mean the Effective Date
under, and as defined in, the Original Revolving Credit Agreement.

          "Original Revolver Lenders" shall mean each Person which was a Lender
under, and as defined in, the Original Revolving Credit Agreement.

          "Original Revolving Credit Agreement" shall have the meaning provided
in the first WHEREAS clause of this Agreement.

          "Original Term Lenders" shall mean each Person which was a Lender
under, and as defined in, the Original Term Loan Agreement.


                                      -83-
<PAGE>

          "Original Term Loan Agreement" shall have the meaning provided in the
second WHEREAS clause of this Agreement.

          "Original Term Loans" shall mean the Loans under, and as defined in,
the Original Term Loan Agreement.

          "Other Hedging Agreement" shall mean foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency values.

          "Paine Webber" shall mean Paine Webber Real Estate Securities Inc. in
its individual capacity.

          "Participant" shall have the meaning provided in Section 2.03(a).

          "Patriot OP" shall have the meaning set forth in the first paragraph
of this Agreement.

          "Patriot OP Units" shall mean the partnership units of Patriot OP.

          "Patriot REIT" shall have the meaning set forth in the first paragraph
of this Agreement.

          "Patriot REIT Net Income" shall mean (i) net income of Patriot REIT,
determined on a consolidated basis in accordance with GAAP, plus (ii) to the
extent not accounted for in clause (i), net income of each of Patriot REIT's
Unconsolidated Entities times the applicable Allocation Percentage.

          "Payment Office" shall mean the office of the Administrative Agent
located at 380 Madison Avenue, New York, New York 10017, or such other office as
the Administrative Agent may hereafter designate in writing as such to the other
parties hereto.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA, or any successor thereto.

          "Permitted Encumbrances" shall mean (i) those liens, encumbrances and
other matters affecting title to any Real Property and found reasonably
acceptable by the Administrative Agent, (ii) as to any particular Real Property
at any time, such easements, encroachments, covenants, rights of way, minor
defects, irregularities or encumbrances on title which could not reasonably be
expected to materially impair such Real Property for the purpose for which it is
held by the mortgagor thereof, or the lien held by the Collateral Agent, (iii)
zoning and other municipal ordinances which are not violated in any material
respect by the existing improvements and the present use made by the mortgagor
thereof of the premises, (iv) general real estate taxes and assessments not yet
delinquent, and (v) such other similar items as the Administrative Agent may
consent to (such consent not to be unreasonably withheld).


                                      -84-
<PAGE>

          "Permitted Equity Swaps" shall mean all agreements which are
satisfactory to each of the Arrangers and are substantially similar to the
equity stock agreements to which Patriot REIT is a party on the Restatement
Effective Date, copies of which have been provided to the Administrative Agent;
provided, that all such equity stock agreements entered into after the
Restatement Effective Date shall be Permitted Equity Swaps only to the extent
such agreements by their terms may only be settled in stock.

          "Permitted Liens" shall have the meaning provided in Section 9.06.

          "Person" shall mean any individual, partnership, limited liability
company, joint venture, firm, corporation, association, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

          "Plan" shall mean any pension plan as defined in Section 3(2) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) the Borrower or any of its Subsidiaries or ERISA
Affiliates, and each such plan for the five-year period immediately following
the latest date on which the Borrower or any of its Subsidiaries or ERISA
Affiliates maintained, contributed to or had an obligation to contribute to such
plan.

          "Pledge Agreement" shall have the meaning as provided in Section 5.06
of this Agreement.

          "Pledgor Credit Party" shall mean (i) on the Restatement Effective
Date, Patriot REIT and each of its Domestic Subsidiaries in existence on the
Restatement Effective Date other than any Subsidiary listed on Schedule VIII and
designated a "Non-Pledgor Credit Party Subsidiary" therein, (ii) on the
Restatement Effective Date, Wyndham and each of its Domestic Subsidiaries in
existence on the Restatement Effective Date other than any Subsidiary listed on
Schedule VIII and designated a "Non-Pledgor Credit Party Subsidiary" therein,
and (iii) at any time, any other Domestic Subsidiary of Patriot REIT or Wyndham
created or acquired after the Restatement Effective Date excluding any
Subsidiary reasonably designated by the Arrangers to be a Non-Pledgor Credit
Party Subsidiary.

          "Pricing Leverage Ratio" shall mean the ratio, for any Test Period, of
(i) the Total Indebtedness for such Test Period to (ii) Total Adjusted EBITDA
for such Test Period, calculated on a Pro Forma Basis.

          "Principal Balance" shall mean the outstanding principal amount of the
Loans.

          "Pro Forma Basis" shall mean, with respect to any incurrence of
Indebtedness, issuance of preferred stock by Patriot REIT or Wyndham or
acquisition of a Hotel (or the equity interest of the Person or Persons owning
such Hotel), the calculation of the consolidated results of the Borrowers, the
Guarantors and their respective Subsidiaries otherwise determined in accordance
with this Agreement as if the respective Indebtedness, issuance of preferred
stock or acquisition (and all other Indebtedness incurred, other preferred stock
issued or other such acquisition effected during the respective Calculation
Period or thereafter and on or prior to the date of determination) (each such
date, a "Determination Date") had been effected on the first


                                      -85-
<PAGE>

day of the respective Calculation Period; provided that all such calculations
shall take into account the following assumptions:

          (i) pro forma effect shall be given to (1) any Indebtedness incurred
or preferred stock issued subsequent to the end of the Calculation Period and
prior to the date of determination, (2) any Indebtedness incurred or preferred
stock issued during such period to the extent such Indebtedness or preferred
stock is outstanding at the date of determination and (3) any Indebtedness to be
incurred or preferred stock to be issued on the date of determination, in each
case as if such Indebtedness had been incurred or such preferred stock had been
issued on the first day of such Calculation Period and after giving effect to
the application of the proceeds thereof;

          (ii) interest expense attributable to interest on any Indebtedness
(whether existing or being incurred) bearing a floating interest rate shall be
computed as if the rate in effect on the date of computation (taking into
account any Interest Rate Protection Agreement applicable to such Indebtedness
if such Interest Rate Protection Agreement has a remaining term in excess of 12
months) had been the applicable rate for the entire period;

          (iii) except as provided in preceding clause (ii), there shall be
excluded from interest expense any interest expense related to any amount of
Indebtedness that was outstanding during such Calculation Period or thereafter
but that is not outstanding or is to be permanently repaid on the date of
determination;

          (iv) there shall be excluded from preferred stock dividends any
preferred stock dividends related to any preferred stock issued or outstanding
during such Calculation Period or thereafter but that is not outstanding or is
to be redeemed on the date of determination; and

          (v) pro forma effect shall be given to all sales and acquisitions of
Hotels that occur during such Calculation Period or thereafter and on or prior
to the Determination Date (including any Indebtedness assumed or acquired in
connection therewith) as if they had occurred on the first day of such
Calculation Period, provided that in connection with any such acquisitions, pro
forma effect (for periods prior to such acquisition) shall be given to the
management fees payable pursuant to the respective Management Agreement as if
such management fees had been payable throughout the Calculation Period.

          "Projections" shall have the meaning provided in Section 5.11.

          "RCRA" shall mean the Resource Conservation and Recovery Act, as the 
same may be amended from time to time, 42 U.S.C. Section 6901 et seq.

          "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

          "Recourse Secured Indebtedness" shall mean Indebtedness which is
secured or collateralized by any asset of, and all or a portion of which is
guaranteed by, or for which a recourse claim (other than claims in respect of
customary indemnities and non-recourse


                                      -86-
<PAGE>

carveouts) may be made against, any Borrower, any Guarantor or any of their
respective Subsidiaries or Unconsolidated Entities, excluding any such
Indebtedness existing on the Restatement Effective Date not to exceed
$100,000,000 in aggregate principal amount .

          "Recovery Event" shall mean the receipt by any Borrower, any Guarantor
or any of their respective Subsidiaries of any insurance or condemnation
proceeds payable (i) by reason of theft, physical destruction or damage or any
other similar event with respect to any properties or assets of any Borrower,
any Guarantor or any of their respective Subsidiaries, (ii) by reason of any
condemnation, taking, seizing or similar event with respect to any properties or
assets of any Borrower, any Guarantor or any of their respective Subsidiaries
and (iii) under any policy of insurance required to be maintained under Section
8.03.

          "Register" shall have the meaning provided in Section 13.16.

          "Regulations D, G, T, U and X" shall mean Regulations D, G, T, U and
X, respectively, of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof.

          "Release" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing or migration into the environment.

          "Replaced Lender" shall have the meaning provided in Section 1.13.

          "Replacement Lender" shall have the meaning provided in Section 1.13.

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Single Employer Plan other than those events as to which
the 30-day notice period is waived under subsection .22, .23, .25, .27 or .28 of
PBGC Regulation Section 4043.

          "Required Lenders" shall mean Non-Defaulting Lenders, the sum of whose
outstanding Term Loans (or, if prior to the Restatement Effective Date, Term
Loan Commitments) and Revolving Loan Commitments (or after the termination
thereof, outstanding Revolving Loans and Adjusted RL Percentage of Swingline
Loans and Letter of Credit Outstandings) represent an amount greater than 50% of
the sum of all outstanding Term Loans (or, if prior to the Restatement Effective
Date, Term Loan Commitments) of Non-Defaulting Lenders and the Adjusted Total
Revolving Loan Commitment (or after the termination thereof, the sum of the then
total outstanding Revolving Loans of Non-Defaulting Lenders and the aggregate
Adjusted RL Percentages of all Non-Defaulting Lenders of the total outstanding
Swingline Loans and Letter of Credit Outstandings at such time).

          "Restatement Effective Date" shall have the meaning provided in
Section 13.10

          "Returns" shall have the meaning provided in Section 7.09.

          "Revolving Loan" shall have the meaning provided in Section 1.01(a).


                                      -87-
<PAGE>

          "Revolving Loan Commitment" shall mean, for each RL Lender, the amount
set forth opposite such Lender's name in Schedule I hereto directly below the
column entitled "Revolving Loan Commitment," as same may be (x) reduced from
time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted
from time to time as a result of assignments to or from such Lender pursuant to
Section 1.13 or 13.04(b).

          "Revolving Loan Maturity Date" shall mean July 18, 2000.

          "Revolving Note" shall have the meaning provided in Section 1.05(a).

          "RL Lender" shall mean at any time each Lender with a Revolving Loan
Commitment or with outstanding Revolving Loans.

          "RL Percentage" of any Lender at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Revolving Loan
Commitment of such Lender at such time and the denominator of which is the Total
Revolving Loan Commitment at such time, provided that if the RL Percentage of
any Lender is to be determined after the Total Revolving Loan Commitment has
been terminated, then the RL Percentages of the Lenders shall be determined
immediately prior (and without giving effect) to such termination.

          "S&P" shall mean Standard & Poor's Ratings Services.

          "Scheduled Repayment" shall have the meaning provided in Section
4.02(b).

          "SEC" shall have the meaning provided in Section 8.01(g).

          "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b).

          "Secured Creditors" shall have the meaning provided in the Pledge
Agreement.

          "Secured Indebtedness Ratio" shall mean, on any date, the ratio of (i)
Total Secured Indebtedness on such date to (ii) Total Adjusted EBITDA for the
Test Period most recently ended on or prior to such date. All calculations of
the Secured Indebtedness Ratio shall be made on a Pro Forma Basis.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

          "Senior Management" shall mean with respect to any Person, any of the
Chairman of the Board of Directors, the President, the Chief Financial Officer
and the Treasurer of such Person, provided, that the Senior Management of the
Borrowers and Wyndham shall in any event include Paul A. Nussbaum, James D.
Carreker, William W. Evans, III and Lawrence Jones for so long as such
individuals are employed by any Borrower or any Guarantor.

          "Single Employer Plan" shall have the meaning set forth in Section
7.10.


                                      -88-
<PAGE>

          "Stated Amount" of each Letter of Credit shall, at any time, mean the
maximum amount available to be drawn thereunder (in each case determined without
regard to whether any conditions to drawing could then be met).

          "Status" shall mean the existence of Level I Status, Level II Status,
Level III Status, Level IV Status, Level V Status, Level VI Status, Level VII
Status, Level VIII Status or Level IX Status, as the case may be;

          "Level I Status" exists on any date if, on such date, Patriot REIT has
received and maintained a long-term senior unsecured actual or implied debt
rating of A- or better from S&P or A3 or better from Moody's;

          "Level II Status" exists on any date if, on such date, Patriot REIT
has received and maintained a long-term senior unsecured actual or implied debt
rating of BBB+ from S&P or Baa1 from Moody's; and

          "Level III Status" exists on any date if, on such date, Patriot REIT
has received and maintained a long-term senior unsecured actual or implied debt
rating of BBB from S&P or Baa2 from Moody's;

          "Level IV Status" exists on any date if, on such date, Patriot REIT
has received and maintained a long-term senior unsecured actual or implied debt
rating of BBB- from S&P or Baa3 from Moody's;

          "Level V Status" exists on any date if, on such date (x) none of Level
I Status through Level IV Status exist and (y) the Pricing Leverage Ratio is
less than 3.5:1.0;

          "Level VI Status" exists on any date if, on such date (x) none of
Level I Status through Level IV Status exist and (y) the Pricing Leverage Ratio
is equal to or greater than 3.5:1.0 but less than 4.0:1.0;

          "Level VII Status" exists on any date if, on such date (x) none of
Level I Status through Level IV Status exist and (y) the Pricing Leverage Ratio
is equal to or greater than 4.0:1.0 but less than 4.5:1.0;

          "Level VIII Status" exists on any date if, on such date (x) none of
Level I Status through Level IV Status exist and (y) the Pricing Leverage Ratio
is equal to or greater than 4.5:1.0 but less than 5.0:1.0;

          "Level IX Status" exists on any date if, on such date (x) none of
Level I Status through Level IV Status exist and (y) the Pricing Leverage Ratio
is equal to or greater than 5.0:1.0;

provided that (i) if S&P and/or Moody's shall cease to issue ratings of debt
securities of real estate investment trusts generally, then the Administrative
Agent and the Borrowers shall negotiate in good faith to agree upon a substitute
rating agency or agencies (and to correlate the


                                      -89-
<PAGE>

system of ratings of each substitute rating agency with that of the rating
agency for which it is substituting) and (a) until such substitute rating agency
or agencies are agreed upon, Status shall be determined on the basis of the
rating assigned by the other rating agency (or, if both S&P and Moody's shall
have so ceased to issue such ratings, on the basis of the Status in effect
immediately prior thereto) and (b) after such substitute rating agency or
agencies are agreed upon, Status shall be determined on the basis of the rating
assigned by the other rating agency and such substitute rating agency or the two
substitute rating agencies, as the case may be; (ii) if the long term senior
unsecured actual or implied debt ratings of Patriot REIT by S&P and Moody's are
not equivalent, the higher rating will apply for the purposes of determining
Status; and (iii) if the long term senior unsecured actual or implied debt
ratings of Patriot REIT by S&P and Moody's are two or more Levels apart, the
rating one Level below the higher rating will apply for the purposes of
determining Status.

          "Stock" shall mean shares of capital stock, beneficial or partnership
interests, participations or other equivalents (regardless of how designated) of
or in a corporation or equivalent entity, whether voting or non-voting, and
includes, without limitation, common stock and preferred stock.

          "Stock Equivalents" shall mean all securities (other than Stock)
convertible into or exchangeable for Stock and all warrants, options or other
rights to purchase or subscribe for any stock, whether or not presently
convertible, exchangeable or exercisable.

          "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% 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 interest at
the time.

          "Syndication Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the Syndication
Agent appointed pursuant to Section 12.09.

          "Syndication Date" shall mean that date upon which the Administrative
Agent determines in its sole discretion (and notifies the Borrowers) that the
primary syndication (and resultant addition of institutions as Lenders pursuant
to Section 13.04) has been completed.

          "Swingline Expiry Date" shall mean the date which is two Business Days
prior to the Revolving Loan Maturity Date.

          "Swingline Lender" shall mean Chase.

          "Swingline Loan" shall have the meaning provided in Section 1.01(f).


                                      -90-
<PAGE>

          "Swingline Note" shall have the meaning provided in Section 1.05(a).

          "Tangible Net Worth" shall mean, without duplication, (a) the sum of
(i) the shareholders' equity of Patriot REIT and Wyndham on a combined basis in
accordance with GAAP, and (ii) the value of all OP Units owned by Persons other
than Patriot REIT or Wyndham, or Wholly-Owned Subsidiaries thereof minus (b) the
sum of all Intangible Assets (net of accumulated amortization) of the Borrowers
and the Guarantors, each as shown on the balance sheets of Patriot REIT and
Wyndham on a Company Combined Basis as of such date.

          "Taxes" shall have the meaning provided in Section 4.04(a).

          "Term Loan" shall mean each Tranche I Term Loan, Tranche II Term Loan,
Tranche III Term Loan and Tranche B Term Loan.

          "Term Loan Commitment" shall mean each Tranche II Term Loan
Commitment, Tranche III Term Loan Commitment and Tranche B Term Loan Commitment,
with the Term Loan Commitment of any Lender at any time to equal the sum of its
Tranche II Term Loan Commitment, Tranche III Term Loan Commitment and Tranche B
Term Loan Commitment as then in effect.

          "Test Period" shall mean (i) for any determination (other than a
determination of the Total Interest Coverage Ratio or the Fixed Charge Coverage
Ratio, which determinations shall in all cases be made pursuant to clause (ii)
of this definition) made on and prior to March 31, 1999, the four consecutive
Fiscal Quarters then last ended calculated on a Pro Forma Basis on the last day
of such Test Period (in each case taken as one accounting period), and (ii) for
any determination made thereafter, the four consecutive Fiscal Quarters then
last ended, in each case taken as one accounting period.

          "Third Party Operating Lease" shall mean an Operating Lease with a
Third Party Operator or an Affiliate of such Person and which Operating Lease is
satisfactory to the Administrative Agent with respect to (i) the term thereof,
(ii) the rent and fees payable thereunder, (iii) the termination rights
thereunder and (iv) the lessee thereunder (including the ability of such Person
to assign its obligations).

          "Third Party Operator" shall mean either a lessee under an Operating
Lease or an Affiliate of such Person which operates the respective Hotel, which
is not Patriot REIT, Wyndham or any of their respective Subsidiaries.

          "Total Adjusted EBITDA" shall mean, for any period, the product of (a)
EBITDA of Patriot REIT and its Subsidiaries and Unconsolidated Entities and
Joint Ventures, Wyndham and its Subsidiaries and Unconsolidated Entities 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; provided, that if the Allocation Percentage
applicable to such Person is less than 20%, then, notwithstanding anything to
the contrary contained in this definition, the portion of Total Adjusted EBITDA
attributable to such Person


                                      -91-
<PAGE>

shall be the amount of such Person's EBITDA actually received by a Credit Party
during such period.

          "Total Commitment" shall mean, at any time, the sum of the Commitments
of each of the Lenders.

          "Total Indebtedness" shall mean the sum (without duplication) of all
Indebtedness of the Borrowers and the Guarantors, plus the Allocation Percentage
of Indebtedness of all of the respective Subsidiaries and Unconsolidated
Entities of such Persons, determined on a Company Combined Basis (adjusted to
exclude the portion of Indebtedness of Subsidiaries and Unconsolidated Entities
in excess of the Allocation Percentages of such Persons' Indebtedness);
provided, that if the Allocation Percentage applicable to such Subsidiary or
Unconsolidated Entity is less than 20%, then, notwithstanding anything to the
contrary contained in this definition, none of the Indebtedness of such
Subsidiary or Unconsolidated Entity which is non-recourse to any Borrower or
Guarantor shall be included in Total Indebtedness.

          "Total Interest Coverage Ratio" shall mean, for any Test Period, the
ratio of (i) Total Adjusted EBITDA for such Test Period to (ii) Total Interest
Expense for such Test Period.

          "Total Interest Expense" shall mean the sum of the total interest
expense in respect of Total Indebtedness for such period determined in
conformity with GAAP.

          "Total New Commitments" shall mean, at any time, the sum of the
Tranche II Term Loan Commitments, the Tranche III Term Loan Commitments and the
Tranche B Term Loan Commitments of each of the Lenders.

          "Total Recourse Secured Indebtedness" shall mean any portion of Total
Secured Indebtedness all or any portion of which is guaranteed by, or for which
a recourse claim (other than claims in respect of customary indemnities and
non-recourse carveouts) can be made against the Borrowers, the Guarantors and
their respective Subsidiaries and Unconsolidated Entities.

          "Total Revolving Loan Commitment" shall mean, at any time, the sum of
the Revolving Loan Commitments of each of the Lenders.

          "Total Secured Indebtedness" shall mean for any period any portion of
Total Indebtedness, excluding the Obligations under this Agreement, which is
secured or collateralized by any asset of the obligor thereunder.

          "Total Term Loan Commitment" shall mean, at any time, the sum of the
Total Tranche II Term Loan Commitment, Total Tranche III Term Loan Commitment
and Total Tranche B Term Loan Commitment.

          "Total Tranche II Term Loan Commitment" shall mean, at any time, the
sum of the Tranche II Term Loan Commitments of each of the Lenders.


                                      -92-
<PAGE>

          "Total Tranche III Term Loan Commitment" shall mean, at any time, the
sum of the Tranche III Term Loan Commitments of each of the Lenders.

          "Total Tranche B Term Loan Commitment" shall mean, at any time, the
sum of the Tranche B Term Loan Commitments of each of the Lenders.

          "Total Unutilized Revolving Loan Commitment" shall mean, at any time,
an amount equal to the remainder of (x) the then Total Revolving Loan
Commitment, less (y) the sum of the aggregate principal amount of Revolving
Loans and Swingline Loans then outstanding plus the then aggregate amount of
Letter of Credit Outstandings.

          "Tranche" shall mean the respective facility and commitments utilized
in making Loans hereunder, with there being six separate Tranches, i.e., Tranche
I Term Loans, Tranche II Term Loans, Tranche III Term Loans, Tranche B Term
Loans, Revolving Loans and Swingline Loans.

          "Tranche I Term Lenders" shall mean (i) on or prior to the Restatement
Effective Date, the Original Term Lenders, and (ii) after the Restatement
Effective Date, each Lender with
Tranche I Term Loans outstanding hereunder.

          "Tranche I Term Loan" shall have the meaning provided in Section
1.01(b).

          "Tranche I Term Loan Maturity Date" shall mean January 31, 1999.

          "Tranche I Term Note" shall have the meaning provided in Section
1.05(a).

          "Tranche II Term Loan" shall have the meaning provided in Section
1.01(c).

          "Tranche II Term Loan Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name in Schedule I hereto directly below
the column entitled "Tranche II Term Loan Commitment", as same may be (x)
reduced from time to time pursuant to Sections 3.03, 4.02 and/or 10 or (y)
adjusted from time to time as a result of assignments to or from such Lender
pursuant to Section 1.13 or 13.04(b).

          "Tranche II Term Loan Maturity Date" shall mean March 31, 1999.

          "Tranche II Term Note" shall have the meaning provided in Section
1.05(a).

          "Tranche III Term Loan" shall have the meaning provided in Section
1.01(d).

          "Tranche III Term Loan Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name in Schedule I hereto directly below
the column entitled "Tranche III Term Loan Commitment", as same may be (x)
reduced from time to time pursuant to Sections 3.03, 4.02 and/or 10 or (y)
adjusted from time to time as a result of assignments to or from such Lender
pursuant to Section 1.13 or 13.04(b).

          "Trance III Term Loan Maturity Date" shall mean March 31, 2000.


                                      -93-
<PAGE>

          "Tranche III Term Note" shall have the meaning provided in Section
1.05(a).

          "Tranche B Term Loan" shall have the meaning provided in Section
1.01(e).

          "Tranche B Term Loan Commitment" shall mean, for each Lender, the
amount set forth opposite such Lender's name in Schedule I hereto directly below
the column entitled "Tranche B Term Loan Commitment", as same may be (x) reduced
from time to time pursuant to Sections 3.03, 4.02 and/or 10 or (y) adjusted from
time to time as a result of assignments to or from such Bank pursuant to Section
1.13 or 13.04(b).

          "Tranche B Term Loan Maturity Date" shall mean March 31, 2003.

          "Tranche B Term Note" shall have the meaning provided in Section
1.05(a).

          "Treasury Regulation" shall mean regulations promulgated under the
Code.

          "Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

          "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

          "Unconsolidated Entity" shall mean, with respect to any Person, at any
date, any other Person (excluding any Excluded Unconsolidated Entity) in whom
such Person 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.

          "Unencumbered" shall mean, with respect to any Hotel, Operating Lease
or to Management Agreements, other management agreements, franchise agreements
or time share agreements, at any date of determination, the circumstance that
such Hotel or such agreement, as the case may be, on such date:

          (a) is not subject to any Liens (including restrictions on
     transferability or assignability, other than commercially reasonable
     restrictions in the organizational documents of any Subsidiary of a
     Borrower or Guarantor which do not prohibit such Subsidiary from disposing
     or realizing the value of, any Hotel owned by it, or the Stock or other
     form of ownership of any kind (including any such Lien or restriction
     imposed by (i) any agreement governing Indebtedness, and (ii) the
     organizational documents of any Borrower, any Guarantor or any of their
     respective Subsidiaries)) other than Permitted Liens, and, in the case of
     any ground lease (to the extent permitted by the definition thereof),
     restrictions on transferability or assignability in respect of such ground
     lease;

          (b) (x) is not subject to any agreement (including (i) any agreement
     governing Indebtedness, and (ii) if applicable, the organizational
     documents of any Borrower, any


                                      -94-
<PAGE>

     Guarantor or any of their respective Subsidiaries) which prohibits or
     limits the ability of such Person to create, incur, assume or suffer to
     exist any Lien upon such Hotel or such agreement, as the case may be, other
     than Permitted Liens (excluding any agreement or organizational document
     (x) which limits generally the amount of Indebtedness which may be incurred
     by such Person or (y) which limits the amount of obligations secured by
     Liens upon such Hotel in a manner which would not prohibit a Lien securing
     Obligations in an amount equal to such Person's pro rata share of the value
     of such Hotel); and

          (c) is not subject to any agreement (including any agreement governing
     Indebtedness) which entitles any Person to the benefit of any Lien, other
     than Permitted Liens, on such Hotel or such agreement, as the case may be,
     or would entitle any Person to the benefit of any such Lien upon the
     occurrence of any contingency (including, without limitation, pursuant to
     an "equal and ratable" clause).

For the purposes of this Agreement, any Hotel owned by a Guarantor or a
Subsidiary of a Borrower or Guarantor shall not be deemed to be Unencumbered
unless both (i) such Hotel and (ii) all Stock or other form of ownership owned
directly or indirectly by either Borrower in such Subsidiary or Guarantor, is
Unencumbered.

          "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
the Plan as of the close of its most recent plan year exceeds the fair market
value of the assets allocable thereto, each determined in accordance with
Statement of Financial Accounting Standards No. 87, based upon the actuarial
assumptions used by the Plan's actuary in the most recent annual valuation of
the Plan.

          "United States" and "U.S." shall each mean the United States of
America.

          "Unpaid Drawing" shall have the meaning provided in Section 2.04(a).

          "Unutilized Revolving Loan Commitment" with respect to any RL Lender,
at any time, shall mean such RL Lender's Revolving Loan Commitment at such time
less the sum of (i) the aggregate outstanding principal amount of Revolving
Loans made by such RL Lender and (ii) such RL Lender's Adjusted RL Percentage of
the Letter of Credit Outstandings in respect of Letters of Credit issued under
this Agreement.

          "W/C Loans" shall have the meaning provided in Section 1.01(a).

          "Wholly-Owned Domestic Subsidiary" shall mean, as to any Person, any
Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

          "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person (ii) any partnership, limited liability company,
association, joint venture or other entity in which such Person and/or one or
more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such
time


                                      -95-
<PAGE>

and (iii) any Subsidiary of Patriot REIT or Wyndham shall also be considered a
Wholly-Owned Subsidiary of each such Person if (x) 100% of such Subsidiary's
capital stock (other than director's qualifying shares) is at the time owned by
both such Persons and/or one or more Wholly-Owned Subsidiaries of such Persons
and (y) if such Subsidiary is a partnership, limited liability company,
association, joint venture or any other noncorporate entity, both such Persons
and/or one or more Wholly-Owned Subsidiaries of such Persons have a 100% equity
interest in such Subsidiary at such time.

          "Wyndham" shall mean Wyndham International, Inc., a Delaware
corporation.

          "Wyndham Partnership" shall mean Patriot American Hospitality
Operating Partnership, L.P., a Delaware limited partnership.

          "Wyndham Partnership OP Units" shall mean the partnership units of
Wyndham Partnership.

          SECTION 12. The Agents.

          12.01 Appointment. The Lenders hereby designate Chase as
Administrative Agent to act as specified herein and in the other Credit
Documents (for purposes of this Section 12, the term "Administrative Agent"
shall mean Chase in its capacity as Administrative Agent hereunder and
Collateral Agent pursuant to the Pledge Agreement). The Lenders hereby designate
Paine Webber as Syndication Agent to act as specified herein and in the other
Credit Documents. Chase and Paine Webber are together referred to in such
capacities as the Agents (which for purposes hereof shall also include CSI and
Paine Webber in their capacity as Arrangers). Each Lender hereby irrevocably
authorizes, and each holder of any Note by the acceptance of such Note shall be
deemed irrevocably to authorize, any Agent to take such action on its behalf
under the provisions of this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of such Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto. Each Agent may perform any of
its duties hereunder by or through its respective officers, directors, agents,
employees or affiliates.

          12.02 Nature of Duties. No Agent shall have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. Neither any Agent nor any of its respective officers,
directors, agents, employees or affiliates shall be liable for any action taken
or omitted by it or them hereunder or under any other Credit Document or in
connection herewith or therewith, unless caused by its gross negligence or
willful misconduct. The duties of each Agent shall be mechanical and
administrative in nature; no Agent shall have by reason of this Agreement or any
other Credit Document a fiduciary relationship in respect of any Lender or the
holder of any Note; and nothing in this Agreement or any other Credit Document,
expressed or implied, is intended to or shall be so construed as to impose upon
any Agent any obligations in respect of this Agreement or any other Credit
Document except as expressly set forth herein or therein.


                                      -96-
<PAGE>

          12.03 Lack of Reliance on the Agents. Independently and without
reliance upon any Agent, each Lender and the holder of each Note, to the extent
it deems appropriate, has made and shall continue to make (i) its own
independent in vestigation of the financial condition and affairs of each Credit
Party and each of their Subsidiaries in connection with the making and the
continuance of the Loans, participation in Letters of Credit and the taking or
not taking of any action in con nection herewith and (ii) its own appraisal of
the creditworthiness of each Credit Party and each of their Subsidiaries and,
except as expressly provided in this Agreement, no Agent shall have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
or the holder of any Note with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or
issuance of Letters of Credit or at any time or times thereafter. No Agent shall
be responsible to any Lender or the holder of any Note for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or for
the execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of this Agreement or any other Credit
Document or the financial condition of any Credit Party or any of its
Subsidiaries or be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document, or the financial condition of any Credit
Party or any of its Subsidiaries or the existence or possible existence of any
Default or Event of Default.

          12.04 Certain Rights of the Agents. If any Agent shall request
instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, such Agent shall be entitled to refrain from such act or taking such
action unless and until such Agent shall have received instructions from the
Required Lenders; and such Agent shall not incur liability to any Person by
reason of so refraining. Without limiting the foregoing, no Lender or the holder
of any Note shall have any right of action whatsoever against any Agent as a
result of such Agent acting or refraining from acting hereunder or under any
other Credit Document in accordance with the instructions of the Required
Lenders.

          12.05 Reliance. Each Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that such Agent believed to be the proper Person, and, with respect
to all legal matters pertaining to this Agreement and any other Credit Document
and its duties hereunder and thereunder, upon advice of counsel selected by such
Agent (which may be counsel for the Borrowers or any other Credit Party).

          12.06 Indemnification. To the extent any Agent is not reimbursed and
indemnified by the Borrowers, the Lenders will reimburse and indemnify such
Agent, in proportion to their respective "percentages" as used in determining
the Required Lenders, for and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, costs, expenses or
disbursements of whatsoever kind or nature which may be imposed on, asserted
against or incurred by such Agent in performing its respective duties hereunder
or under any other Credit Document, in any way relating to or arising out of
this Agreement or any other


                                      -97-
<PAGE>

Credit Document; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct.

          12.07 Each Agent in its Individual Capacity. With respect to its
obligation to make Loans under this Agreement, each Agent shall have the rights
and powers specified herein for a "Lender" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Lenders," "Required Lenders," "holders of Notes" or any similar terms
shall, unless the context clearly otherwise indicates, include each Agent in its
individual capacity. Each Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with any Credit
Party or any Affiliate of any Credit Party as if they were not performing the
duties specified herein, and may accept fees and other consideration from the
Borrowers or any other Credit Party for services in connection with this
Agreement and otherwise without having to account for the same to the Lenders.

          12.08 Holders. Each Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice of
the assignment, transfer or endorsement thereof, as the case may be, shall have
been filed with such Agent. Any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent, is the
holder of any Note shall be conclusive and binding on any subsequent holder,
transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange therefor.

          12.09 Removal of or Resignation by Either of the Agents. (a) The
Administrative Agent may resign from the performance of all its functions and
duties hereunder and/or under the other Credit Documents at any time by giving
20 Business Days' prior written notice to the Borrowers and the Lenders. Such
resignation shall take effect upon the appointment of a successor Administrative
Agent pursuant to clauses (b) and (c) below or as otherwise provided below.
Furthermore, in the event that at any time the Administrative Agent assigns its
entire interest as a Lender hereunder to an Eligible Transferee as permitted by
Section 13.04(b) hereof, which Eligible Transferee is not an Affiliate of the
Administrative Agent, then the Administrative Agent shall offer to resign as
Administrative Agent, which resignation shall become effective only if (i) the
Required Lenders accept such resignation in writing within 20 Business Days
after it has been tendered by the Administrative Agent, and (ii) so long as
there exists no Event of Default at such time, any Borrower has given its
consent with respect to the proposed successor Administrative Agent. If the
Required Lenders do not timely accept such resignation, then the resignation
offer shall be deemed withdrawn and the Administrative Agent shall continue as
the Administrative Agent pursuant to the terms hereof unless the Administrative
Agent has indicated in its notice that said resignation is intended to be
irrevocable, in which case such resignation shall take effect upon the
appointment of a successor Administrative Agent pursuant to clauses (b) and (c)
below or as otherwise provided below. Each Agent may resign from the performance
of all of its other functions and duties hereunder and/or under the other Credit
Documents at any time by giving notice to any Borrower, the Administrative Agent
and the Lenders. Such resignation shall take effect upon delivery of such
notice. Furthermore, the Administrative Agent may be removed by the Required
Lenders in the event that it has


                                      -98-
<PAGE>

committed a willful breach of, or was grossly negligent in the performance of,
its material obligations hereunder.

          (b) Upon any such notice of resignation by the Administrative Agent,
the Required Lenders shall appoint a successor Administrative Agent hereunder or
thereunder who shall be a commercial bank or trust company reasonably acceptable
to the Borrowers.

          (c) If a successor Administrative Agent shall not have been so
appointed within such 20 Business Day period, the Administrative Agent, with the
consent of the Borrower, shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder or thereunder until such time, if
any, as the Required Lenders appoint a successor Administrative Agent as
provided above.

          (d) If no successor Administrative Agent has been appointed pursuant
to clause (b) or (c) above by the 25th Business Day after the date such notice
of resignation was given by the Administrative Agent, the Administrative Agent's
resignation shall become effective and the Agents (if one or more so agrees), or
if there are no Agents or no Agent so agrees, then the Required Lenders, shall
thereafter perform all the duties of the Administrative Agent hereunder and/or
under any other Credit Document until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided above.

          SECTION 13. Miscellaneous.

          13.01 Payment of Expenses, etc. (a) Each Borrower agrees that it
shall, on a joint and several basis: (i) whether or not the transactions
contemplated herein are consummated, and subject to the obligations of the
Lender or the Arrangers to pay their own costs and expenses set forth in Section
8.02, pay all reasonable out-of-pocket costs and expenses of the Arrangers
(including, without limitation, the reasonable fees and disbursements of White &
Case LLP and, to the extent reasonably necessary, local counsel and
environmental, engineering, real estate and insurance independent consultants
retained by the Administrative Agent) in connection with the preparation, exe
cution, delivery and performance of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein, any
amendment, waiver or consent relating hereto or thereto, of the Arrangers in
connection with their primary syndication efforts with respect to this Agreement
(except to the extent the Borrowers and the Arrangers otherwise agree) and, upon
the occurrence and during the continuance of an Event of Default, the reasonable
costs and expenses of each of the Lenders in connection with the enforcement of
this Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein (including, without limitation, the reasonable
fees and disbursements of counsel for the Arrangers and, following an Event of
Default, for each of the Lenders); (ii) pay and hold each of the Lenders
harmless from and against any and all present and future stamp, excise and other
similar taxes with respect to the foregoing matters and save each of the Lenders
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to such
Lender) to pay such taxes; and (iii) indemnify each Agent, each Arranger, the
Collateral Agent, each Issuing Lender and each Lender, and each of their
respective officers, directors,


                                      -99-
<PAGE>

employees, representatives and agents from and hold each of them harmless
against any and all liabilities, obligations (including removal or remedial
actions), losses, damages, penalties, claims, actions, judgments, suits, costs,
expenses and disbursements (including reasonable attorneys' and consultants'
fees and disbursements) incurred by, imposed on or assessed against any of them
as a result of, or arising out of, or in any way related to, or by reason of,
(a) any investigation, litigation or other proceeding (whether or not such
Arranger or any Lender is a party thereto) related to the entering into and/or
performance of this Agreement or any other Credit Document or the use of any
Letter of Credit or the proceeds of any Loans hereunder or the consummation of
any transactions contemplated herein or in any other Credit Document or the
exercise of any of their rights or remedies provided herein or in the other
Credit Documents, or (b) the actual or alleged presence of Hazardous Materials
in the air, surface water or groundwater or on the surface or subsurface of any
Real Property owned or at any time operated by any Credit Party or any of its
Subsidiaries, the Release, generation, storage, transportation, handling or
disposal of Hazardous Materials at any location, whether or not owned or
operated by any Credit Party or any of its Subsidiaries, the non-compliance of
any Real Property with foreign, federal, state and local laws, regulations, and
ordinances (including applicable permits thereunder) applicable to any Real
Property, or any Environmental Claim asserted against any Credit Party, any of
its Subsidiaries or any Real Property owned or at any time operated by any
Credit Party or any of its Subsidiaries, including, in each case, without
limitation, the reasonable fees and disbursements of counsel and other
consultants incurred in connection with any such investigation, litigation or
other proceeding (but excluding any losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified). To the extent that the undertaking
to indemnify, pay or hold harmless any Arranger or any Lender set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, the Borrowers shall jointly and severally make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.

          (b) Notwithstanding anything in paragraph (a) to the contrary,
promptly after receipt by an indemnified person of notice of any loss, claim,
damage or liability or the commencement or threat of any action or proceeding,
such indemnified person shall, if a claim in respect thereof is to be made by
such indemnified person against either Borrower pursuant to this Section 13.01,
notify either Borrower in writing of the loss, claim, damage or liability or the
commencement or threat of the action or proceeding; provided, however, that the
failure to notify either Borrower shall not relieve either Borrower from any
liability which it may have under this paragraph except to the extent that it
has been materially prejudiced by such failure and, provided further, that the
failure to notify either Borrower shall not relieve it from any liability which
it may have to an indemnified person otherwise than under the indemnification
provisions of this Section 13.01. If any such claim, action or proceeding shall
be brought or threatened against an indemnified person, and such indemnified
person shall notify either Borrower thereof, the Borrowers shall be entitled to
participate therein and, to the extent that the Borrowers wish, to assume the
defense thereof with counsel reasonably satisfactory to such indemnified person.
In the event the Borrowers assume the defense of an indemnified person, neither
Borrower may thereafter dispute its liability hereunder for any liability the
defense of which the Borrowers have assumed which may be imposed upon an
indemnified person in connection with such claim,


                                     -100-
<PAGE>

action or proceeding; provided, however, the Borrowers shall give prompt notice
of any election to assume or not assume the defense of any claim, action or
proceeding. After notice from such Borrower to such indemnified person of its
election to assume the defense of such claim, action or proceeding, the
Borrowers shall not be liable to such indemnified person under this Section
13.01 for any legal or other expenses subsequently incurred by such indemnified
person in connection with the defense thereof except as provided in the
following sentence. The indemnified person shall have the right to employ
separate counsel with respect to any such claim, action or proceeding and to
participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of such indemnified person unless: (i) the employment
thereof has been specifically authorized by a Borrower in writing; or (ii) with
respect to such claim, action or proceeding there is, in the reasonable opinion
of the Arrangers, a material issue relevant to the business of the Arrangers or
there is in the opinion of independent counsel, a conflict concerning any
material issue between the position of the Borrowers and such indemnified
person, in which case if such indemnified person notifies a Borrower in writing
that such indemnified person elects to employ separate counsel at the expense of
the Borrowers, the Borrowers shall not have the right to assume the defense of
such claim, action or proceeding on behalf of such indemnified person; provided,
however, that unless an actual or potential conflict exists between two or more
indemnified persons, the Borrowers shall not be required to pay the fees and
disbursements of more than one separate counsel for all indemnified persons.
Nothing set forth herein is intended to or shall impair the right of any
indemnified person to retain separate counsel at its own expense. Without the
prior written consent of such indemnified person, neither the Borrowers nor any
of their affiliates will settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding in respect of
which indemnification may be sought hereunder (whether or not any indemnified
person is an actual or potential party to such claim, action or proceeding) the
defense of which has been assumed by the Borrowers in accordance with the terms
of this Section 13.01 unless (a) the Borrowers shall have given each such
indemnified person reasonable prior written notice thereof and used all
reasonable efforts, after consultation with such indemnified person, to obtain
an unconditional release of such indemnified person and each other indemnified
person from all liability arising out of such claim, action, suit or
proceedings, or (b) the Borrowers reaffirm in writing their indemnity
obligations hereunder. As long as the Borrowers have complied with their
obligations to defend and indemnify hereunder, they shall not be liable
hereunder for any settlement made by such indemnified person or any other
indemnified person without the Borrowers' consent.

          13.02 Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Lender is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to any Credit
Party or to any other Person, any such notice being hereby expressly waived, to
set off and to appropriate and apply any and all deposits (general or special)
and any other Indebtedness at any time held or owing by such Lender (including,
without limitation, by branches and agencies of such Lender wherever located) to
or for the credit or the account of any Credit Party against and on account of
the Obligations and liabilities of such Credit Party to such Lender under this
Agreement or under any of the other Credit Documents, including, without
limitation, all


                                     -101-
<PAGE>

interests in Obligations purchased by such Lender pursuant to Section 13.06(b),
and all other claims of any nature or description arising out of or connected
with this Agreement or any other Credit Document, irrespective of whether or not
such Lender shall have made any demand hereunder and although said Obligations,
liabilities or claims, or any of them, shall be contingent or unmatured.

          13.03 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to any Borrower, at
such Borrower's address specified opposite its signature below; if to any
Arranger or Lender, at its address specified opposite its name on Schedule II;
if to the Administrative Agent, at its Notice Office; and if to the Syndication
Agent, at its address specified opposite its name below; or, as to any Borrower
or any Arranger, at such other address as shall be designated by such party in a
written notice to the other parties hereto and, as to each Lender, at such other
address as shall be designated by such Lender in a written notice to either
Borrower and the Administrative Agent. All such notices and communications
shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent by
overnight courier, be effective when deposited in the mails, delivered to the
telegraph company, cable company or overnight courier, as the case may be, or
sent by telex or telecopier, except that notices and communications to the
Arrangers and the Borrowers shall not be effective until received by the
Arrangers or the Borrowers, as the case may be.

          13.04 Benefit of Agreement. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, each Borrower may not assign
or transfer any of its rights, obligations or interest hereunder or under any
other Credit Document without the prior written consent of the Lenders and,
provided further, that, although any Lender may transfer, assign or grant
participations in its rights hereunder, such Lender shall remain a "Lender" for
all purposes hereunder (and may not transfer or assign all or any portion of its
Commitments hereunder except as provided in Section 13.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute a
"Lender" hereunder and, provided further, that no Lender shall transfer or grant
any participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is
not extended beyond the Revolving Loan Maturity Date) in which such participant
is participating, or reduce the rate or extend the time of payment of interest
or Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the amount of the participant's participation over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Total Commitment or of a
mandatory repayment of Loans shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof) or (ii) consent to the assignment or transfer by
either Borrower of any of its rights and obligations under this Agreement. In
the case of any such participation, the participant shall not


                                     -102-
<PAGE>

have any rights under this Agreement or any of the other Credit Documents (the
participant's rights against such Lender in respect of such participation to be
those set forth in the agreement executed by such Lender in favor of the
participant relating thereto) and all amounts payable by the Borrowers hereunder
shall be determined as if such Lender had not sold such participation.

          (b) Notwithstanding the foregoing, any Lender (or any Lender together
with one or more other Lenders) may (x) assign all or a portion of its Revolving
Loan Commitment (and related outstanding Obligations hereunder) and/or its
outstanding Term Loans to its parent company and/or any affiliate of such Lender
which is at least 50% owned by such Lender or its parent company or to one or
more Lenders and (y) assign a constant, and not a varying, ratable percentage of
all of the assigning Lender's Revolving Loan Commitment (and related outstanding
Obligations hereunder) and outstanding principal amount of Term Loans, and all
of its rights and obligations under this Agreement, to an Eligible Transferee,
and, in the case of a partial assignment of such Revolving Loan Commitment
and/or outstanding Term Loans, shall be in a minimum amount of $5,000,000 (and
the assignor shall maintain a minimum amount of $5,000,000 for its own account
unless the assignor shall assign its entire interest), and all assignees shall
become a party to this Agreement as a Lender by execution of an Assignment and
Assumption Agreement substantially in the form of Exhibit K, provided that (i)
at such time Schedule I shall be deemed modified to reflect the Commitments
and/or outstanding Term Loans, as the case may be, of such new Lender and of the
existing Lenders, (ii) upon surrender of the old Notes, new Notes will be issued
to such new Lender and to the assigning Lender, such new Notes to be in
conformity with the requirements of Section 1.05 (with appropriate
modifications) to the extent needed to reflect the revised Commitments and/or
Term Loans, (iii) the consent of the Administrative Agent shall be required in
connection with any such assignment pursuant to clause (y) above (which consent
shall not be unreasonably withheld), (iv) the Administrative Agent shall receive
at the time of each such assignment, from the assigning or assignee Lender, the
payment of a non-refundable assignment fee of $3,500, and (v) upon the
occurrence and continuance of an Event of Default, none of the restrictions on
assignments contained in clause (y) above shall apply, provided, however, that
while an Event of Default (other than an Event of Default that shall have
required that the Administrative Agent shall have delivered a notice of the
underlying Default) shall be continuing but prior to acceleration of the Loans,
the applicable Lender shall give the Borrowers five (5) days' written notice by
telecopy of its intention to assign any or all of its interest in this Agreement
and, provided further, that such transfer or assignment will not be effective
until recorded by the Administrative Agent on the Register pursuant to Section
13.16. To the extent of any assignment pursuant to this Section 13.04(b), the
assigning Lender shall be relieved of its obligations hereunder with respect to
its assigned Commitments and/or outstanding Term Loans. At the time of each
assignment pursuant to this Section 13.04(b) to a Person which is not already a
Lender hereunder and which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the
respective assignee Lender shall provide to the Borrowers and the Administrative
Agent the appropriate Internal Revenue Service Forms (and, if applicable a
Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To the extent
that an assignment of all or any portion of a Lender's Commitments and related
outstanding Obligations pursuant to Section 1.13 or this Section 13.04(b) would,
at the time of such assignment, result in increased costs under Section 1.10,
1.11, 2.05 or 4.04 from those being charged by the respective assigning


                                     -103-
<PAGE>

Lender prior to such assignment, then the Borrowers shall not be obligated to
pay or reimburse such increased costs (although the Borrowers shall be obligated
to pay any other increased costs of the type described above resulting from
changes after the date of the respective assignment). Notwithstanding anything
to the contrary contained above, at any time after the termination of the Total
Revolving Loan Commitment, if any Revolving Loans or Letters of Credit remain
outstanding, assignments may be made as provided above, except that the
respective assignment shall be of a portion of the outstanding Revolving Loans
of the respective RL Lender and its participation in Letters of Credit and its
obligation to make Mandatory Borrowings, although any such assignment effected
after the termination of the Total Revolving Loan Commitment shall not release
the assigning RL Lender from its obligations as a Participant with respect to
outstanding Letters of Credit or to fund its share of any Mandatory Borrowing
(although the respective assignee may agree, as between itself and the
respective assigning RL Lender, that it shall be responsible for such amounts).

          (c) Nothing in this Agreement shall prevent or prohibit any Lender
from pledging its Loans and Note hereunder to a Federal Reserve Bank in support
of borrowings made by such Lender from such Federal Reserve Bank and, with the
consent of the Administrative Agent, any Lender which is a fund may pledge all
or any portion of its Notes or Loans to its trustee in support of its
obligations to its trustee. No pledge pursuant to this clause (c) shall release
the transferor Lender from any of its obligations hereunder.

          13.05 No Waiver; Remedies Cumulative. No failure or delay on the part
of any Agent or Arranger or any Lender or any holder of any Note in exercising
any right, power or privilege hereunder or under any other Credit Document and
no course of dealing between any Borrower or any other Credit Party and any
Agent or Arranger or any Lender or the holder of any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights, powers and remedies herein or in any other
Credit Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which any Agent or Arranger or any Lender or the
holder of any Note would otherwise have. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights
of any Agent or Arranger or any Lender or the holder of any Note to any other or
further action in any circumstances without notice or demand.

          13.06 Payments Pro Rata. (a) Except as otherwise provided in this
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrowers in respect of any Obligations
hereunder, it shall distribute such payment to the Lenders (other than any
Lender that has consented in writing to waive its pro rata share of any such
payment) pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

          (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit


                                     -104-
<PAGE>

Documents, or otherwise), which is applicable to the payment of the principal
of, or interest on, the Loans, Unpaid Drawings, Commitment Fees or Letter of
Credit Fees, of a sum which with respect to the related sum or sums received by
other Lenders is in a greater proportion than the total of such Obligation then
owed and due to such Lender bears to the total of such Obligation then owed and
due to all of the Lenders immediately prior to such receipt, then such Lender
receiving such excess payment shall purchase for cash without recourse or
warranty from the other Lenders an interest in the Obligations of the respective
Credit Party to such Lenders in such amount as shall result in a proportional
participation by all the Lenders in such amount; provided that if all or any
portion of such excess amount is thereafter recovered from such Lender, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

          (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

          13.07 Calculations; Computations. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrowers to the
Lenders) ("GAAP"); provided that, (i) except as otherwise specifically provided
herein, all computations determining compliance with Sections 9.08 through 9.12,
inclusive, shall utilize accounting principles and policies in conformity with
those used to prepare the annual financial statements first delivered to the
Lenders pursuant to Section 8.01(b) and (ii) PAH Ravinia, Inc. and PAH
Windwatch, L.L.C. shall be treated as Subsidiaries.

          (b) All computations of interest, Commitment Fees, and other Fees
hereunder shall be made on the basis of a year of 360 days for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest, Commitment Fees or other Fees are payable;
provided, that the computation of interest payable on Base Rate Loans shall be
made on the basis of a year of 365 days.

          13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. EACH BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY


                                     -105-
<PAGE>

CLAIM THAT ANY SUCH COURTS LACK JURISDICTION OVER SUCH CREDIT PARTY, AND AGREES
NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS,
THAT ANY SUCH COURT LACKS JURISDICTION OVER SUCH CREDIT PARTY. EACH BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH CREDIT PARTY
AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH BORROWER HEREBY IRREVOCABLY WAIVES
ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR
UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID
OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT OR ARRANGER
UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

          (b) EACH BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

          (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          13.09 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrowers and the
Administrative Agent.

          13.10 Effectiveness. This Agreement shall become effective on the date
(the "Restatement Effective Date") on which (i) each Borrower, each Arranger,
each New Lender, the Required Lenders (determined immediately before the
occurrence of the Restatement Effective


                                     -106-
<PAGE>

Date and without giving effect thereto), the Administrative Agent and the
Syndication Agent shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same to the Administrative
Agent at its Notice Office or, in the case of the Lenders, shall have given to
the Administrative Agent telephonic (confirmed in writing), written or telex
notice (actually received) at such office that the same has been signed and
mailed to it and (ii) the conditions contained in Sections 5, 6 and 13.17 are
met to the satisfaction of the Agents and the Required Lenders (determined
immediately after the occurrence of the Restatement Effective Date). Unless the
Administrative Agent has received actual notice from any Lender that the
conditions described in clause (ii) of the preceding sentence have not been met
to its satisfaction, upon the satisfaction of the condition described in clause
(i) of the immediately preceding sentence and upon the Arrangers' good faith
determination that the conditions described in clause (ii) of the immediately
preceding sentence have been met, then the Restatement Effective Date shall have
deemed to have occurred, regardless of any subsequent determination that one or
more of the conditions thereto had not been met (although the occurrence of the
Restatement Effective Date shall not release any Borrower from any liability for
failure to satisfy one or more of the applicable conditions contained in
Sections 5, 6 and 13.17). The Administrative Agent will give any Borrower, each
Arranger and each Lender prompt written notice of the occurrence of the
Restatement Effective Date.

          13.11 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

          13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Lenders, provided that no such change, waiver, discharge or termination
shall, without the consent of each Lender (other than a Defaulting Lender) with
Obligations being directly modified thereby, (i) extend the final scheduled
maturity of any Loan or Note or extend the stated maturity of any Letter of
Credit (unless such Letter of Credit is not extended beyond the Revolving Loan
Maturity Date), or reduce the rate or extend the time of payment of interest
(except in connection with a waiver of applicability of any post-default
increase in interest rates) or Fees thereon, or reduce the principal amount
thereof (except to the extent repaid in cash), (ii) amend, modify or waive any
provision of this Section 13.12, (iii) reduce the percentage specified in the
definition of Required Lenders (it being understood that, with the consent of
the Required Lenders, additional extensions of credit pursuant to this Agreement
may be included in the determination of the Required Lenders on substantially
the same basis as the extensions of Term Loans and Revolving Loan Commitments
are included on the Restatement Effective Date), (iv) consent to the assignment
or transfer by any Borrower of any of its rights and obligations under this
Agreement or (v) release any of Wyndham or Wyndham Partnership from its
obligations as a Guarantor under this Agreement or any other Credit Document;
provided further, that no such change, waiver, discharge or termination shall
(x) increase the Commitments of any Lender over the amount thereof then in
effect without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a


                                     -107-
<PAGE>

mandatory reduction in the Total Commitment shall not constitute an increase of
the Commitment of any Lender, and that an increase in the available portion of
any Commitment of any Lender shall not constitute an increase in the Commitment
of such Lender), (y) without the consent of each Agent affected thereby, amend,
modify or waive any provision of Section 12 as same applies to such Agent or any
other provision as same relates to the rights or obligations of such Agent, and
(z) without the consent of Chase or the respective Issuing Lender, amend, modify
or waive any provision of Section 2 or alter its rights or obligations with
respect to Letters of Credit.

          (b) If, in connection with any proposed change, waiver, discharge or
termination with respect to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), or by clause (i) of Section 13.12(c), the consent of the
Required Lenders is obtained but the consent of one or more of such other
Lenders whose consent is required is not obtained, then the Borrowers shall have
the right, so long as all non-consenting Lenders whose individual consent is
required are treated as described below, to replace each such non-consenting
Lender or Lenders (or, at the option of the Borrowers if the respective Lender's
consent is required with respect to less than all Tranches of Loans (or related
Commitments), to replace only the Revolving Loan Commitments and/or Loans of the
respective nonconsenting Lender which gave rise to the need to obtain such
Lender's individual consent) with one or more Replacement Lenders pursuant to
Section 1.13 so long as at the time of such replacement, each such Replacement
Lender consents to the proposed change, waiver, discharge or termination,
provided, that in any event the Borrowers shall not have the right to replace a
Lender solely as a result of the exercise of such Lender's rights (and the
withholding of any required consent by such Lender) pursuant to the second
proviso to Section 13.12(a).

          (c) In addition to the provisions of Section 13.12(a) above, no
change, waiver, discharge or termination outlined therein shall, (i) without the
consent of each Lender (other than a Defaulting Lender) with Obligations being
directly modified thereby, release all or substantially all of the Collateral
(except as expressly provided in the Pledge Agreement) under the Pledge
Agreement, (ii) without the consent of Chase or the respective Swingline Lender,
alter its rights or obligations with respect to Swingline Loans, (iii) without
the consent of the Collateral Agent, amend modify or waive any provision
relating to the rights or obligations of the Collateral Agent, (iv) without the
consent of the Majority Lenders of each Tranche which is being allocated a
lesser prepayment, repayment or commitment reduction as a result of the actions
described below, alter the required application of any prepayments or repayments
(or commitment reductions), as between the various Tranches, pursuant to Section
4.01 or 4.02 (excluding Section 4.02(b)) (although (x) the Majority Lenders of
any Tranche may waive, in whole or in part, any portion of such prepayment,
repayment or commitment reduction applicable to such Tranche, so long as the
application, as amongst the various Tranches, of any such prepayment, repayment
or commitment reduction which is still required to be made is not altered, (y)
if additional Tranches of Term Loans are extended after the Restatement
Effective Date with the consent of the Required Lenders as required above, such
Tranches may be included on a pro rata basis (as is originally done with the
Tranche I Term Loans, Tranche II Term Loans, Tranche III Term Loans and Tranche
B Term Loans) in the various prepayments or repayments required pursuant to
Sections 4.01 and 4.02 (excluding Section 4.02(b) and any section providing


                                     -108-
<PAGE>

Scheduled Repayments for any new Tranche of Term Loans)) or (v) without the
consent of the Majority Lenders of the respective Tranche, reduce the amount of,
or extend the date of, any Scheduled Repayment applicable to such Tranche or,
without the consent of the Majority Lenders of each Tranche, amend the
definition of Majority Lenders (it being understood that, with the consent of
the Required Lenders, additional extensions of credit pursuant to this Agreement
may be included in the determination of the Majority Lenders on substantially
the same basis as the extensions of Term Loans and Revolving Loan Commitments
are included on the Restatement Effective Date).

          13.13 Survival. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.05, 4.04, 12.06, 13.01 and 13.06 shall
survive the execution, delivery and termination of this Agreement and the Notes
and the making and repayment of the Loans.

          13.14 Domicile of Loans. Each Lender may transfer and carry its Loans
and/or Commitments at, to or for the account of any office, Subsidiary or
Affiliate of such Lender. Notwithstanding anything to the contrary contained
herein, to the extent that a transfer of Loans pursuant to this Section 13.14
would, at the time of such transfer, result in increased costs under Section
1.10, 1.11, 2.05 or 4.04 from those being charged by the respective Lender prior
to such transfer, then the Borrowers shall not be obligated to pay such
increased costs (although the Borrowers shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective transfer).

          13.15 Confidentiality. (a) Subject to the provisions of clause (b) of
this Section 13.15, each Lender agrees that it will use its reasonable efforts
not to disclose without the prior consent of the Borrowers (other than to its
employees, auditors, advisors or counsel or to another Lender if the Lender or
such Lender's holding or parent company in its sole discretion determines that
any such party should have access to such information, provided such Persons
shall be subject to the provisions of this Section 13.15 to the same extent as
such Lender) any information with respect to any Credit Party or any of its
Subsidiaries which is now or in the future furnished pursuant to this Agreement
or any other Credit Document, provided that any Lender may disclose any such
information (a) as has become generally available to the public, (b) as may be
required or appropriate in any report, statement or testimony submitted to any
municipal, state or Federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or similar organizations (whether in the United
States or elsewhere) or their successors, (c) as may be required or appropriate
in respect to any summons or subpoena or in connection with any litigation, (d)
in order to comply with any law, order, regulation or ruling applicable to such
Lender, (e) to any Agent or Arranger, (f) to any prospective or actual
transferee or participant in connection with any contemplated transfer or
participation of any of the Notes or any interest therein by such Lender, and
(g) to any direct or indirect contractual counterparty in swap agreements or
such contractual counterparty's professional advisor (so long as such
contractual counterparty or such professional advisor agrees to be bound by the
provisions of this Section 13.15), provided that such prospective transferee
agrees with such Lender to be subject to the provisions of this Section
13.15(a).


                                     -109-
<PAGE>

          (b) Each Borrower hereby acknowledges and agrees that each Lender may
share with any of its affiliates any information related to Credit Parties or
any of their respective Subsidiaries (including, without limitation, any
nonpublic customer information regarding the creditworthiness of the Credit
Parties and their respective Subsidiaries, provided such Persons shall be
subject to the provisions of this Section 13.15 to the same extent as such
Lender), it being understood that for purposes of this Section 13.15(b) the term
"affiliate" shall mean any direct or indirect holding company of a Lender as
well as any direct or indirect Subsidiary of such holding company.

          13.16 Register. Each Borrower hereby designates the Administrative
Agent to serve as such Borrower's agent, solely for purposes of this Section
13.16, to maintain a register (the "Register") on which it will record the
Commitments from time to time of each of the Lenders, the Loans made by each of
the Lenders and each repayment in respect of the principal amount of the Loans
of each Lender. Failure to make any such recordation, or any error in such
recordation shall not affect any Borrower's obligations in respect of such
Loans. With respect to any Lender, the transfer of the Commitments of such
Lender and the rights to the principal of, and interest on, any Loan shall not
be effective until such transfer is recorded on the Register maintained by the
Administrative Agent with respect to ownership of such Commitments and Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Commitments and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitments and
Loans shall be recorded by the Administrative Agent on the Register only upon
the acceptance by the Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 13.04(b). Coincident
with the delivery of such an Assignment and Assumption Agreement to the
Administrative Agent for acceptance and registration of assignment or transfer
of all or part of a Commitment and/or Loan, or as soon thereafter as
practicable, the assigning or transferor Lender shall surrender the Note
evidencing such Commitment and/or Loan, and thereupon one or more new Notes in
the same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender. Each Borrower agrees, on a joint and
several basis to indemnify the Administrative Agent from and against any and all
losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 13.16, provided that the Borrowers
shall have no obligation to indemnify the Administrative Agent for any loss,
claim, damage, liability or expense to the extent resulting solely from the
gross negligence, willful misconduct or breach of agreement of the
Administrative Agent.

          13.17 Addition of New Lenders, Amendment and Restatement of Original
Credit Agreement. On and as of the occurrence of the Restatement Effective Date
in accordance with Section 13.10, (a) each New Lender shall become a "Lender"
under, and for all purposes of, this Agreement and the other Credit Documents,
and (b) the Original Credit Agreements shall each be deemed to be amended and
restated in their entirety, and superseded by to this Agreement.


                                     -110-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

Address:

1950 Stemmons Freeway            PATRIOT AMERICAN
Suite 6001                         HOSPITALITY, INC.
Dallas, Texas  75207
Telephone No.:  (214) 863-1000
Telecopier No.: (214) 863-1527
Attention:  Lawrence Jones       By
                                   ----------------------------
                                   Name:
                                   Title:


1950 Stemmons Freeway            PATRIOT AMERICAN HOSPITALITY
Suite 6001                         PARTNERSHIP, L.P.,
Dallas, Texas  75207
Telephone No.:  (214) 863-1000
Telecopier No.: (214) 863-1527   By: PAH GP, INC., its General Partner
Attention:  Lawrence Jones

                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 CHASE SECURITIES INC., as an Arranger


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 THE CHASE MANHATTAN BANK
                                   Individually and as the
                                   Administrative Agent


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 PAINE WEBBER REAL ESTATE
                                   SECURITIES INC., Individually,
                                   as an Arranger and as the
                                   Syndication Agent


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 CREDIT LYONNAIS NEW YORK BRANCH
                                   Individually and as
                                   Documentation Agent


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>


                                 CITIBANK, N..A.,
                                   Individually and as Documentation Agent


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 BANKERS TRUST COMPANY


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 NATIONSBANK OF TEXAS, N.A.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 BAYERISCHE HYPOTHEKEN-UND
                                   WECHSEL-BANK
                                   AKTIENGESELLSCHAFT


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>


                                 SOCIETE GENERALE, SOUTHWEST
                                   AGENCY


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 BANKBOSTON, N.A.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 BARCLAYS BANK PLC


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 WESTDEUTSCHE LANDESBANK
                                   GIROZENTRALE


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>


                                 FIRST UNION NATIONAL BANK


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 THE TRAVELERS INSURANCE COMPANY


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 THE BANK OF NOVA SCOTIA


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 PACIFIC LIFE INSURANCE COMPANY
                                   formerly known as Pacific
                                   Mutual Life Insurance Company


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 CIBC INC.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 DRESDNER BANK AG, NEW YORK
                                    BRANCH AND GRAND CAYMAN BRANCH


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 BANK ONE TEXAS, N.A.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 BANK UNITED


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 FIRST AMERICAN BANK TEXAS, SSB


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 THE SUMITOMO BANK, LIMITED


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD., NEW YORK BRANCH


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 THE TOYO TRUST & BANKING
                                   COMPANY, LTD.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 BANK HAPOALIM B.M.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 MERRILL LYNCH, PIERCE, FENNER &
                                   SMITH INCORPORATED


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 SUMMIT BANK


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 HIBERNIA NATIONAL BANK


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 ALLIED IRISH BANKS PLC


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 FIRST NATIONAL BANK OF COMMERCE


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 SIAM COMMERCIAL BANK PUBLIC
                                   COMPANY LIMITED NEW YORK
                                   AGENCY


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 THE INDUSTRIAL BANK OF JAPAN,
                                   LIMITED, NEW YORK BRANCH


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 HARTFORD LIFE AND ANNUITY
                                   INSURANCE COMPANY

                                 By: Hartford Investment Services, Inc., its
                                     Agent and Attorney-in-fact


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 BHF-BANK AKTIENGESELLSCHAFT

                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 BANK OF HAWAII


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 COMPAGNIE FINANCIERE DE CIC ET
                                   DE L'UNION EUROPEENNE


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 ERSTE BANK DER OESTERREICHISCHEN
                                   SPARKASSEN


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 DEUTSCHE BANK A.G. NEW YORK
                                   AND/OR CAYMAN ISLANDS BRANCHES


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 ARAB BANK PLC, GRAND CAYMAN
                                   BRANCH


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 MASSACHUSETTS MUTUAL LIFE
                                   INSURANCE COMPANY


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 DEBT STRATEGIES FUND II, INC.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 MERRILL LYNCH SENIOR FLOATING
                                   RATE FUND, INC.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 VAN KAMPEN AMERICAN CAPITAL
                                   PRIME RATE INCOME TRUST


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 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
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 ING HIGH INCOME PRINCIPAL
                                   PRESERVATION FUND HOLDINGS,
                                   LDC

                                 By: ING Capital Advisors, Inc.,
                                     as Investment Advisor


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 KZH-ING-2 CORPORATION


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 PRIME INCOME TRUST


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 OCTAGON LOAN TRUST

                                 By: Octagon Credit Investors, as manager.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 TORONTO DOMINION (TEXAS), INC.


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 FLOATING RATE PORTFOLIO

                                 By: Chancellor LGT Senior Secured
                                     Management, Inc., as Attorney-in-fact


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 PILGRIM AMERICA PRIME RATE TRUST


                                 By: Pilgrim America Investments, Inc.,
                                     as its Investment Manager


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 CRESCENT/MACH I PARTNERS, L.P.

                                 By: TCW Asset Management Company,
                                     its Investment Manager


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 ALLSTATE INSURANCE COMPANY


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 ALLSTATE LIFE INSURANCE COMPANY


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 BANKERS LIFE & CASUALTY
                                   INSURANCE COMPANY


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 ARES LEVERAGED INVESTMENT FUND, LP

                                 By: Ares Management, L.P., its General Partner


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 THE BANK OF NEW YORK
                                   as Trustee on behalf of NATS Loan Trust
                                   10 and not in its individual capacity


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                 BALANCED HIGH-YIELD FUND I LTD.,

                                 By: BHF-BANK Aktiengesellschaft,
                                     acting through its New York Branch,
                                     as attorney-in-fact


                                 By
                                   ----------------------------
                                   Name:
                                   Title:


                                 By
                                   ----------------------------
                                   Name:
                                   Title:
<PAGE>

                                                                      SCHEDULE I

                                   COMMITMENTS

<TABLE>
<CAPTION>
                                 Revolving                      Tranche II       Tranche III     Tranche B
                                   Loan          Original        Term Loan        Term Loan      Term Loan
Lender                          Commitment      Term Loans      Commitment       Commitment      Commitment
------                          ----------      ----------      ----------       ----------      ----------
<S>                        <C>              <C>              <C>              <C>             <C>
The Chase Manhattan Bank     60,000,000.00    39,500,000.00    96,509,803.95   108,573,529.38  340,166,666.67
Paine Webber Real Estate     60,000,000.00    39,500,000.00    25,372,549.02    28,544,117.65   44,833,333.33
  Securities Inc.
Credit Lyonnais New York                                       16,000,000.00    18,000,000.00
  Branch
Citibank, N.A.               60,000,000.00    38,000,000.00    16,000,000.00    18,000,000.00
Bankers Trust Company        47,755,102.04    30,244,897.96    16,000,000.00    18,000,000.00
NationsBank of Texas, N.A.   58,000,000.00    37,000,000.00    13,647,058.82    15,352,941.18
Bayerische Hypotheken-Und    58,000,000.00    37,000,000.00    13,647,058.82    15,352,941.18
  Wechsel-Bank
  Aktiengesellschaft
Societe Generale,            58,000,000.00    37,000,000.00    13,647,058.82    15,352,941.18
  Southwest Agency
BankBoston, N.A.             58,000,000.00    37,000,000.00    13,647,058.82    15,352,941.18
Barclays Bank PLC                                              13,647,058.82    15,352.941.18
Westdeutsche Landesbank                                        13,647,058.82    15,352,941.18
  Girozentrale
First Union National Bank                                      11,764,705.88    13,235,294.12
The Travelers Insurance                                        11,764,705.88    13,235,294.12
  Company
The Bank of Nova Scotia      12,244,897.96     7,755,102.04    11,764,705.88    13,235.294.12
Pacific Life Insurance       73,000,000.00    17,000,000.00
  Company
CIBC Inc.                    55,000,000.00    20,000,000.00     9,411,764.71    10,588,235.29
Dresdner Bank AG, New York   40,000,000.00    10,000,000.00
  Branch and Grand Cayman
  Branch
Bank One Texas, N.A.         35,000,000.00
Bank United                  35,000,000.00
First American Inc. Bank     25,000,000.00
  Texas, SSB
The Sumitomo Bank, Limited   20,000,000.00
The Long-Term Credit Bank    20,000,000.00
  of Japan, Ltd., New York
  Branch
The Toyo Trust & Banking     20,000,000.00
  Company, Ltd.
Bank Hapoalim B.M.           20,000,000.00
Merrill Lynch, Pierce,       20,000,000.00
  Fenner & Smith
  Incorporated
Summit Bank                  20,000,000.00
Hibernia National Bank       20,000,000.00
Allied Irish Banks PLC,      10,000,000.00
  Cayman Islands Branch
First National Bank of       10,000,000.00
  Commerce
Siam Commercial Bank          5,000,000.00
  Public Company Limited,
  New York Agency
The Industrial Bank of                                          9,411,764.71    10,588,235.29
  Japan, Limited, New York
  Branch
Hartford Life and Annuity                                       9,411,764.71    10,588.235.29
  Insurance Company
BHF-Bank Aktiengesellschaft                                     7,058,823.53     7,941,176.47
</TABLE>

<PAGE>

                                                                      Schedule I
                                                                          Page 2

<TABLE>
<CAPTION>
                                 Revolving                      Tranche II       Tranche III     Tranche B
                                   Loan          Original        Term Loan        Term Loan      Term Loan
Lender                          Commitment      Term Loans      Commitment       Commitment      Commitment
------                          ----------      ----------      ----------       ----------      ----------
<S>                        <C>              <C>              <C>              <C>             <C>
Bank of Hawaii                                                  4,705,882.35     5,294,117.65
Compagnie Financiere de                                         9,411,764.71    10,588,235.29
  CIC et de L'Union
  Europeenne
Erste Bank Der                                                  7,058,823.53     7,941,176.47
  Oesterreichischen
  Sparkassen
Deutsche Bank A.G., New                                         9,411,764.71    10,588,235.29
  York and/or Cayman
  Islands Branches
Arab Bank PLC, Grand                                            4,705,882.35     5,294,117.65
  Cayman Branch
Massachusetts Mutual Life                                       9,411,764.71    10,588,235.29
  Insurance Company
Debt Strategies Fund II,                                                                        15,000,000.00
  Inc.
Merrill Lynch Senior                                                                            20,000,000.00
  Floating Rate Fund, Inc.
Van Kampen American                                             5,882,352.94     6,617,647.06   25,000,000.00
  Capital Prime Rate
  Income Trust
Oak Hill Securities Fund,                                                                       40,000,000.00
  L.P.
ING High Income Principal                                       2,352,941.18     2,647,058.83   10,000,000.00
  Preservation Fund
  Holdings, LDC
KZH-ING-2 Corporation                                           2,352,941.17     2,647,058.82   10,000,000.00
Prime Income Trust                                              3,529,411.76     3,970,588.24   15,000,000.00
Octagon Loan Trust                                              3,529,411.76     3,970,588.24   15,000,000.00
Toronto Dominion (Texas),                                       2,205,882.35     2,481,617.65   9,375,000.00
  Inc.
Floating Rate Portfolio                                         1,323,529.41     1,488,970.59    5,625,000.00
Pilgrim America Prime Rate                                      4,705,882.35     5,294,117.65   10,000,000.00
  Trust
Crescent/Mach  I  Partners,                                                                      5,000,000.00
  L.P.
Allstate Insurance Company                                                                       5,000,000.00
Allstate Life Insurance                                                                          5,000,000.00
  Company
Bankers Life & Casualty                                                                         10,000,000.00
  Insurance Company
Ares Leveraged Investment                                                                       10,000,000.00
  Fund, L.P.
The Bank of New York, as                                        7,058,823.53     7,941,176.47
  Trustee on behalf of
  Nats Loan Trust 10
Balanced High-Yield Fund I                                                                       5,000,000.00
  Ltd.
                             ____________     ____________     _____________    _____________   _____________

Total                      $900,000,000.00  $350,000,000.00  $400,000,000.00  $450,000,000.00 $600,000,000.00
</TABLE>
<PAGE>

                                                                     SCHEDULE II

The Chase Manhattan Bank             380 Madison Avenue
                                     New York, New York  10017
                                     Telephone No.: (212) 622-3250
                                     Telecopier No.: (212) 622-3395
                                     Attention:  Mr. Fred Hammer

Paine Webber Real Estate             1285 Avenue of the Americas
  Securities Inc.                    19th Floor
                                     New York, New York  10019
                                     Telephone No.: (212) 713-2000
                                     Telecopier No.: (212) 713-7949
                                     Attention:  Mr. Christopher S. Johnson

Credit Lyonnais New York Branch      1301 Avenue of the Americas
                                     New York, NY  10019
                                     Telephone No.: (212) 261-7743
                                     Telecopier No.: (212) 261-7532
                                     Attention:  Ms. Judy Greenlee

Citibank, N.A.                       399 Park Avenue
                                     New York, New York  10043
                                     Telephone No.: (212) 559-6635
                                     Telecopier No.: (212) 935-2019
                                     Attention:  Mr. Jeff Warner

                                     with a copy to:

                                     Citicorp Real Estate Legal
                                     599 Lexington Avenue
                                     New York, New York  10044
                                     Attention:  Group General Counsel

Bankers Trust Company                130 Liberty Street
                                     New York, New York  10006
                                     Telephone No.: (212) 250-2550
                                     Telecopier No.: (212) 669-0743
                                     Attention:  Mr. Garrett Thelander
<PAGE>

                                                                     Schedule II
                                                                          Page 2

NationsBank of Texas, N.A.           901 Main Street, 51st Plaza
                                     Dallas, Texas  75202-3714
                                     Telephone No.: (214) 508-1562
                                     Telecopier No.: (214) 508-0085
                                     Attention:  Mr. Anthony Fertitta

Bayerische Hypotheken-Und            HYPO Bank
Wechsel-Bank Aktiengesellschaft      32 Old Slip
                                     New York, NY  10005
                                     Telephone No.: (212) 440-0848
                                     Telecopier No.: (212) 440-0824
                                     Attention:  Ms. Margaret Boomers

Societe Generale, Southwest Agency   Trammell Crow Center, Suite 4900
                                     2001 Ross Avenue
                                     Dallas, Texas  75201
                                     Telephone No.: (214) 979-2774
                                     Telecopier No.: (214) 979-2727
                                     Attention:  Mr. Thomas K. Day

BankBoston, N.A.                     115 Perimeter Center Place, N.E.,
                                     Suite 500
                                     Atlanta, Georgia  30346
                                     Telephone No.: (770) 390-6583
                                     Telecopier No.: (770) 390-8434
                                     Attention:  Mr. John T. Pearson

Barclays Bank PLC                    222 Broadway
                                     8th Floor
                                     New York, NY 10038
                                     Telephone No.: (212) 412-2620
                                     Telecopier No.: (212) 412-7600
                                     Attention:  Ms. Jessica Donahue
<PAGE>

                                                                     Schedule II
                                                                          Page 3

Westdeutsche Landesbank Girozentrale 1211 Avenue of the Americas
                                     25th Floor
                                     New York, NY 10036-8701
                                     Telephone No.: (212) 852-6135
                                     Telecopier No.: (212) 921-5947
                                     Attention:  Mr. Mark Lanspa

First Union National Bank            301 South College Street, TW10
                                     One First Union Center
                                     Charlotte, NC  28288
                                     Telephone No.: (704) 383-0530
                                     Telecopier No.: (704) 383-0202
                                     Attention:  Mr. Charles Edmondson

The Travelers Insurance Company      One Tower Square, 9PB
                                     205 Columbus Blvd.
                                     Hartford, CT  06183
                                     Telephone No.: (860) 277-1877
                                     Telecopier No.: (860) 954-1186
                                     Attention:  Ms. Susan E.D. Neuberg

                                     and

                                     388 Greenwich Street
                                     New York, NY  10013
                                     Telephone No.: (212) 816-7199
                                     Telecopier No.: (212) 816-8577
                                     Attention:  Ms. Carmen Somarriba

The Bank of Nova Scotia              One Liberty Plaza
                                     New York, NY  10006
                                     Telephone No.: (212) 225-5158
                                     Telecopier No.: (212) 225-5166
                                     Attention:  Mr. Bruce Ferguson

Pacific Life Insurance Company       700 Newport Center Drive
                                     Newport Beach, California  92660
                                     Telephone No.: (714)721-5447
                                     Telecopier No.: (714) 721-5174
                                     Attention:  Mr. T. Anthony Premer
<PAGE>

                                                                     Schedule II
                                                                          Page 4

CIBC INC.                            CIBC Oppenheimer Corp.
                                     425 Lexington Avenue, 8th Floor
                                     New York, New York  10017
                                     Telephone No.: (212) 856-3564
                                     Telecopier No.: (212) 856-3991
                                     Attention:  Ms. Cheryl Root

                                     with a copy to:

                                     CIBC Oppenheimer Corp.
                                     350 South Grand Avenue, Suite 2600
                                     Two California Plaza
                                     Los Angeles, California  90071
                                     Telephone No.: (213) 617-6245
                                     Telecopier No.: (213) 346-0157
                                     Attention:  Mr. Dean J. Decker

Dresdner Bank AG, New York Branch    75 Wall Street
and Grand Cayman Branch              New York, NY  10005-2889
                                     Telephone No.: (212) 429-2657
                                     Telecopier No.: (212) 429-2781
                                     Attention:  Mr. Neil Crawford

Bank One Texas, N.A.                 1717 Main Street
                                     Dallas, Texas  75201
                                     Telephone No.: (214) 290-3146
                                     Telecopier No.: (214) 290-2275
                                     Attention:  Mr. Eddie V. Hodges, Jr.

Bank United                          3200 Southwest Freeway, Suite 1900
                                     Houston, Texas  77027
                                     Telephone No.: (713) 543-6954
                                     Telecopier No.: (713) 543-7927
                                     Attention:  Mr. Mario Chiodetti

First American Bank Texas, SSB       14651 Dallas Parkway, Suite 400
                                     Dallas, Texas  75240-7479

<PAGE>

                                                                     Schedule II
                                                                          Page 5

                                     Telephone No.: (972) 419-3414
                                     Telecopier No.: (972) 419-3308
                                     Attention:  Mr. Jeffrey C. Schultz

The Sumitomo Bank, Limited           233 South Wacker Drive, Suite 4800
                                     Chicago, Illinois  60606-6448
                                     Telephone No.: (312) 876-7796
                                     Telecopier No.: (312)876-6436
                                     Attention:  Mr. James Horvath

The Long-Term Credit Bank            165 Broadway, 50th Floor
of Japan, Ltd., New York             New York, New York  10006
Branch                               Telephone No.: (212) 335-4562
                                     Telecopier No.: (212) 608-3058
                                     Attention:  Mr. Kenji Kondo

The Toyo Trust & Banking Company,    444 South Flower Street
Ltd.                                 Suite 2550
                                     Los Angeles, California  90071
                                     Telephone No.: (213) 236-1543
                                     Telecopier No.: (213) 624-5874
                                     Attention:  Mr. Jeff Dragovich

Bank Hapoalim B.M.                   1177 Avenue of the Americas
                                     New York, New York  10036
                                     Telephone No.: (212) 782-2177
                                     Telecopier No.: (212) 782-2187
                                     Attention:  Ms. Laura Anne Raffa

Merrill Lynch, Pierce, Fenner &      World Financial Center
Smith Incorporated                   North Tower
                                     New York, New York  10281
                                     Telephone No.: (212) 449-1000
                                     Telecopier No.: (212) 449-8230
                                     Attention:  Mr. Brian O'Callahan

Summit Bank                          750 Walnut Avenue

<PAGE>

                                                                     Schedule II
                                                                          Page 6

                                     Cranford, New Jersey  07016
                                     Telephone No.: (732) 709-6079
                                     Telecopier No.: (732) 709-6435
                                     Attention:  Mr. Gregory Haines

Hibernia National Bank               313 Carondelet Street, 14th Floor
                                     New Orleans, Louisiana  70130
                                     Telephone No.: (504) 533-5742
                                     Telecopier No.: (504) 533-2042
                                     Attention:  Mr. Randy Crochet

Allied Irish Banks PLC, Cayman       405 Park Avenue
Islands Branch                       New York, New York  10022
                                     Telephone No.: (212) 339-8018
                                     Telecopier No.: (212) 339-8008
                                     Attention:  Ms. Marcia Meeker

                                     with a copy to:

                                     Rogers & Wells
                                     200 Park Avenue
                                     New York, NY  10166
                                     Telephone No.: (212) 878-8020
                                     Telecopier No.: (212) 878-8375
                                     Attention:  Ms. Barbara Goodstein, Esq.

First National Bank of Commerce      201 St. Charles Avenue
                                     New Orleans, LA 70170
                                     Telephone No.: (504) 561-1493
                                     Telecopier No.: (504) 561-1738
                                     Attention: Honore Aschaffenburg

Siam Commercial Bank                 One Exchange Plaza
Public Company Limited,              55 Broadway, 8th Floor
New York Agency                      New York, NY  10006
                                     Telephone No.: (212) 208-9303
                                     Telecopier No.: (212) 747-0106
                                     Attention:  Mr. John Bishop

The Industrial Bank of Japan,        1251 Avenue of the Americas
Limited, New York Branch             32nd Floor
                                     New York, NY  10020-1104
                                     Telephone No.: (212) 282-3440

<PAGE>

                                                                     Schedule II
                                                                          Page 7

                                     Telecopier No.: (212) 282-4488
                                     Attention:  Mr. John Veltri

Hartford Life and Annuity Insurance  Hartford Investment Services, Inc.
Company                              55 Farmington Avenue
                                     Hartford, CT  06105
                                     Telephone No.: (860) 297-6727
                                     Telecopier No.: (860) 297-8884
                                     Attention:  Mr. Rick Conway


BHF-Bank Aktiengesellschaft          New York Branch
                                     590 Madison Avenue
                                     New York, NY  10022-2540
                                     Telephone No.: (212) 756-5937
                                     Telecopier No.: (212) 756-5536
                                     Attention:  Ms. Catherine Hickey

Bank of Hawaii                       1850 North Central Avenue
                                     Suite 400
                                     Phoenix, AZ 85004
                                     Telephone No.: (602) 257-2235
                                     Telecopier No.: (602) 257-2489
                                     Attention:  Ms. Brenda Testerman

Compagnie Financiere de CIC et de    520 Madison Avenue
L'Union Europeenne                   37th Floor
                                     New York, NY 10022
                                     Telephone No.: (212) 715-4427
                                     Telecopier No.: (212) 715-4535
                                     Attention:  Mr. Marcus Edwards

Erste Bank der Oesterreichischen     280 Park Avenue
Sparkassen                           West Building
                                     New York, NY  10017
                                     Telephone No.: (212) 984-5630
                                     Telecopier No.: (212) 984-5627
                                     Attention:  Mr. John Runnion

Deutsche Bank A.G., New York and/or  31 West 52nd Street

<PAGE>

                                                                     Schedule II
                                                                          Page 8

Cayman Islands Branches              New York, NY 10019
                                     Telephone No.: (212) 474-8205
                                     Telecopier No.: (212) 474-8212
                                     Attention: Mr. Thomas Foley

Arab Bank PLC                        520 Madison Avenue
                                     2nd Floor
                                     New York, NY 10022
                                     Telephone No.: (212) 715-9712
                                     Telecopier No.: (212) 593-4632
                                     Attention: Mr. Khanh Vuong

Massachusetts Mutual Life Insurance  1295 State Street
Company                              Springfield, MA  01111-0001
                                     Telephone No.: (413) 744-7601
                                     Telecopier No.: (413) 744-6123
                                     Attention:  Mr. Robert Little

Debt Strategies Fund II, Inc.        800 Scudders Mill Road
c/o Merrill Lynch Asset Management   Plainsboro, NJ  08536
                                     Telephone No.: (609) 282-2059
                                     Telecopier No.: (609) 282-2756
                                     Attention:  Mr. Douglas Henderson

Merrill Lynch Senior Floating Rate   800 Scudders Mill Road
Fund, Inc.                           Plainsboro, NJ  08536
c/o Merrill Lynch Asset Management   Telephone No.: (609) 282-2059
                                     Telecopier No.: (609) 282-2756
                                     Attention:  Mr. Douglas Henderson

Van Kampen American Capital Prime    One Parkview Plaza
Rate Income Trust                    5th Floor
                                     Oakbrook Terrace, IL  60181
                                     Telephone No.: (630) 684-6438
                                     Telecopier No.: (630) 684-6740
                                     Attention:  Mr. Jeffrey Maillet

Oak Hill Securities Fund, L.P.       65 East 55th Street
                                     Park Avenue Towers
                                     New York, NY  10022
                                     Telephone No.: (212) 326-1551

<PAGE>

                                                                     Schedule II
                                                                          Page 9

                                     Telecopier No.: (212) 593-3596
                                     Attention:  Mr. Scott Krase

ING High Income Principal            333 South Grand Avenue
Preservation Fund Holdings, LDC      Suite 4250
c/o ING Capital Advisors             Los Angeles, CA  90071
                                     Telephone No.: (213) 346-3975
                                     Telecopier No.: (213) 626-6552
                                     Attention:  Ms. Beth Digati

KZH-ING-2 Corporation                333 South Grand Avenue
c/o ING Capital Advisors             Suite 4250
                                     Los Angeles, CA  90071
                                     Telephone No.: (213) 346-3975
                                     Telecopier No.: (213) 626-6552
                                     Attention:  Ms. Beth Digati

Prime Income Trust                   Dean Witter InterCapital
                                     Two World Trade Center
                                     72nd Floor
                                     New York, NY  10048
                                     Telephone No.: (212) 392-9034
                                     Telecopier No.: (212) 392-5345
                                     Attention:  Mr. Peter Gewirtz

Octagon Loan Trust                   Octagon Credit Investors
                                     380 Madison Avenue
                                     12th Floor
                                     New York, NY  10017
                                     Telephone No.: (212) 622-3070
                                     Telecopier No.: (212) 622-3797
                                     Attention:  Mr. James Ferguson

Toronto Dominion (Texas), Inc.       909 Fannin Road
                                     Suite 1700
                                     Houston, TX 77010
                                     Telephone No.: (713) 653-8248
                                     Telecopier No.: (713) 951-9921
                                     Attention: Mr. David G. Parker
<PAGE>

                                                                     Schedule II
                                                                         Page 10

Floating Rate Portfolio              1166 Avenue of the Americas
c/o Chancellor LGT Asset Management  27th Floor
                                     New York, NY 10036
                                     Telephone No.: (212) 278-9870
                                     Telecopier No.: (212) 278-9619
                                     Attention: Mr. Anthony Clemente

Pilgrim America Prime Rate Trust     Two Renaissance Square
                                     40 North Central Avenue
                                     Phoenix, AZ  85004-4424
                                     Telephone No.: (602) 417-8259
                                     Telecopier No.: (602) 417-8327
                                     Attention:  Mr. Howard Tiffen

Crescent/Mach I Partners, L.P.       200 Park Avenue
c/o The Trust Company of the West    Suite 2200
                                     New York, NY 10166
                                     Telephone No.: (212) 297-4137
                                     Telecopier No.: (212) 297-4159
                                     Attention: Mr. Justin Driscoll

Allstate Insurance Company           3075 Sanders Road
                                     Suite G3a
                                     Northbrook, IL  60062-7127
                                     Telephone No.: (847) 402-3095
                                     Telecopier No.: (847) 402-3092
                                     Attention:  Chris Georgen

Allstate Life Insurance Company      3075 Sanders Road
                                     Suite G3a
                                     Northbrook, IL  60062-7127
                                     Telephone No.: (847) 402-3095
                                     Telecopier No.: (847) 402-3092
                                     Attention:  Chris Georgen

Bankers Life & Casualty Insurance    11825 North Pennsylvania Street
Company                              Carmel, IN 46032
c/o Conseco Capital Management, Inc. Telephone No.: (317) 574-5640
                                     Telecopier No.: (317) 817-2763
                                     Attention: Mr. Peter Sakon
<PAGE>

                                                                     Schedule II
                                                                         Page 11

Ares Leveraged Investment Fund, L.P. 1999 Avenue of the Stars
c/o Ares Management, Inc.            Suite 1900
                                     Los Angeles, CA 90067
                                     Telephone No.: (310) 201-4172
                                     Telecopier No.: (310) 201-4170
                                     Attention: Mr. Will Morton

The Bank of New York, as Trustee on  Corporate Trust Administration
behalf of Nats Loan Trust 10         101 Barclays Street
                                     12-East
                                     New York, NY 10286
                                     Telephone No.: (212) 815-5366
                                     Telecopier No.: (212) 815-7157
                                     Attention: Ms. Betty A. Cocozza

Balanced High-Yield Fund I Ltd.      c/o BHF-Bank, New York Branch
                                     590 Madison Avenue
                                     New York, NY  10022-2540
                                     Telephone No.: (212) 756-5937
                                     Telecopier No.: (212) 756-5536
                                     Attention: Ms. Catherine Hickey
<PAGE>

                                                                     SCHEDULE II
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----

<S>                                                                        <C>
SECTION 1. Amount and Terms of Credit ...................................    1
     1.01  The Commitments ..............................................    1
     1.02  Minimum Borrowing Amounts ....................................    6
     1.03  Notice of Borrowing ..........................................    6
     1.04  Disbursement of Funds ........................................    7
     1.05  Notes ........................................................    8
     1.06  Conversions ..................................................   10
     1.07  Pro Rata Borrowings ..........................................   11
     1.08  Interest .....................................................   11
     1.09  Interest Periods .............................................   11
     1.10  Increased Costs, Illegality, etc .............................   13
     1.11  Compensation .................................................   15
     1.12  Change of Lending Office .....................................   15
     1.13  Replacement of Lenders .......................................   15

SECTION 2. Letters of Credit ............................................   17
     2.01  Letters of Credit ............................................   17
     2.02  Letter of Credit Requests ....................................   18
     2.03  Letter of Credit Participations ..............................   19
     2.04  Agreement to Repay Letter of Credit Drawings .................   20
     2.05  Increased Costs ..............................................   21

SECTION 3. Fees; Reductions of Commitment ...............................   22
     3.01  Fees .........................................................   22
     3.02  Voluntary Termination of Commitments .........................   23
     3.03  Mandatory Termination and Reduction of Commitments ...........   23

SECTION 4. Prepayments; Payments; Taxes .................................   24
     4.01  Voluntary Prepayments ........................................   24
     4.02  Mandatory Repayments and Cash Collateralization ..............   25
     4.03  Method and Place of Payment ..................................   28
     4.04  Net Payments; Taxes ..........................................   28

SECTION 5. Conditions Precedent to Restatement Effective Date ...........   30
     5.01  Execution of Agreement; Notes ................................   30
     5.02  Fees, etc ....................................................   30
     5.03  Opinions of Counsel ..........................................   30
     5.04  Trust, Corporate, Limited Liability Company and
           Partnership Documents; Proceedings; etc ......................   30

</TABLE>

<PAGE>
<TABLE>

<CAPTION>
                                                                           Page
                                                                           ----

<S>                                                                        <C>
     5.05  Amended and Restated Affiliate Guaranty ......................   31
     5.06  Pledge Agreement .............................................   31
     5.07  Adverse Change; Approvals ....................................   31
     5.08  Litigation ...................................................   32
     5.09  Consummation of Interstate Transaction .......................   32
     5.10  Solvency Certificate; Insurance Certificates .................   32
     5.11  Pro Forma Balance Sheets; Projections ........................   33
     5.12  Original Credit Agreements; etc ..............................   33

SECTION 6. Conditions Precedent to All Credit Events ....................   33
     6.01  No Default; Representations and Warranties ...................   33
     6.02  Notice of Borrowing; Letter of Credit Request ................   33

SECTION 7. Representations and Warranties ...............................   34
     7.01  Trust, Corporate, Limited Liability Company and
           Partnership Status ...........................................   34
     7.02  Trust, Corporate, Limited Liability Company or
           Partnership Power and Authority ..............................   34
     7.03  No Violation .................................................   35
     7.04  Governmental Approvals .......................................   35
     7.05  Financial Statements; Financial Condition;
           Undisclosed Liabilities; Projections; etc ....................   35
     7.06  Litigation ...................................................   37
     7.07  True and Complete Disclosure .................................   37
     7.08  Use of Proceeds; Margin Regulations ..........................   37
     7.09  Tax Returns and Payments .....................................   37
     7.10  Compliance with ERISA ........................................   38
     7.11  Real Properties ..............................................   39
     7.12  Subsidiaries .................................................   39
     7.13  Compliance with Statutes, etc ................................   39
     7.14  Investment Company Act .......................................   40
     7.15  Public Utility Holding Company Act ...........................   40
     7.16  Environmental Matters ........................................   40
     7.17  Labor Relations ..............................................   41
     7.18  Intellectual Property ........................................   41
     7.19  Indebtedness .................................................   41
     7.20  Ground Leases ................................................   41
     7.21  Status as REIT ...............................................   41
     7.22  Operators ....................................................   41
     7.23  Security Interests ...........................................   42


</TABLE>
                                      (ii)
<PAGE>
<TABLE>

<CAPTION>
                                                                           Page
                                                                           ----

<S>                                                                        <C>

SECTION 8.  Affirmative Covenants .......................................   42
     8.01  Information Covenants ........................................   42
     8.02  Books, Records and Inspections ...............................   45
     8.03  Maintenance of Property; Insurance ...........................   45
     8.04  Corporate Franchises .........................................   45
     8.05  Compliance with Statutes, etc ................................   46
     8.06  Compliance with Environmental Laws ...........................   46
     8.07  ERISA ........................................................   46
     8.08  End of Fiscal Years; Fiscal Quarters .........................   47
     8.09  Performance of Obligations ...................................   48
     8.10  Payment of Taxes .............................................   48
     8.11  Further Assurances ...........................................   48
     8.12  FF&E Reserves ................................................   48
     8.13  REIT Requirements ............................................   49
     8.14  Maintenance of Operating Account .............................   49
     8.15  Interest Rate Protection .....................................   49
     8.16  Foreign Subsidiaries Security ................................   49

SECTION 9.  Negative Covenants ..........................................   50
     9.01  Line of Business .............................................   50
     9.02  Consolidation, Merger, etc ...................................   50
     9.03  Dividends ....................................................   50
     9.04  Investments ..................................................   51
     9.05  Certain Indebtedness Obligations .............................   52
     9.06  Liens ........................................................   52
     9.07  Transactions with Affiliates .................................   54
     9.08  Total Interest Coverage ......................................   55
     9.09  Fixed Charge Coverage ........................................   55
     9.10  Tangible Net Worth ...........................................   55
     9.11  Limitations on Indebtedness ..................................   55
     9.12  Derivatives Obligations ......................................   55
     9.13  Limitation on Certain Restrictions ...........................   56
     9.14  Limitation on Creation of Subsidiaries .......................   56

SECTION 10. Events of Default ...........................................   57
     10.01 Payments .....................................................   57
     10.02 Representations, etc .........................................   57
     10.03 Covenants ....................................................   57
     10.04 Default Under Other Agreements ...............................   57
     10.05 Bankruptcy, etc ..............................................   57
     10.06 ERISA ........................................................   58
     10.07 REIT Status ..................................................   59
     10.08 Guaranties ...................................................   59
     10.09 Judgments ....................................................   59



</TABLE>
                                      (iii)
<PAGE>
<TABLE>
<CAPTION>
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<S>                                                                        <C>

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     10.10 Change of Control ............................................   59
     10.11 General Partner Status .......................................   59
     10.12 Security Documents ...........................................   59

SECTION 11. Definitions and Accounting Terms ............................   60
     11.01 Defined Terms ................................................   60

SECTION 12. The Agents ..................................................   93
     12.02 Nature of Duties .............................................   94
     12.03 Lack of Reliance on the Agents ...............................   94
     12.04 Certain Rights of the Agents .................................   94
     12.05 Reliance .....................................................   95
     12.06 Indemnification ..............................................   95
     12.07 Each Agent in its Individual Capacity ........................   95
     12.08 Holders ......................................................   95
     12.09 Removal of or Resignation by Either of the Agents ............   95
</TABLE>
                                     (v)
<PAGE>

     SCHEDULE I     Commitments on the Effective Date
     SCHEDULE II    Lender Addresses
     SCHEDULE III   Litigation
     SCHEDULE IV    Initial Hotels and Real Property
     SCHEDULE V     Subsidiaries
     SCHEDULE VI    Existing Indebtedness
     SCHEDULE VII   Existing Liens
     SCHEDULE VIII  Non-Credit Party and Non-Pledgor Credit Party Subsidiaries
     SCHEDULE IX    Original Letters of Credit

     EXHIBIT A      Notice of Borrowing
     EXHIBIT B-1    Form of Tranche I Term Note
     EXHIBIT B-2    Form of Tranche II Term Note
     EXHIBIT B-3    Form of Tranche III Term Note
     EXHIBIT B-4    Form of Tranche B Term Note
     EXHIBIT B-5    Form of Revolving Note
     EXHIBIT B-6    Form of Swingline Note
     EXHIBIT C      Letter of Credit Request
     EXHIBIT D      Section 4.04(b)(ii) Certificate
     EXHBIIT E      Opinions of Counsel to the Credit Parties
     EXHIBIT F      Officers' Certificate
     EXHIBIT G      Amended and Restated Affiliate Guaranty
     EXHIBIT H      Pledge Agreement
     EXHIBIT I      Officer's Solvency Certificate
     EXHIBIT J      Compliance Certificate
     EXHIBIT K      Assignment and Assumption Agreement