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                                                                   EXHIBIT 10.20
                                                                   -------------

                        SECOND AMENDMENT AND RESTATEMENT
                        --------------------------------

          SECOND AMENDMENT AND RESTATEMENT (this "Second Amendment and
Restatement"), dated as of January 16, 2002, among WYNDHAM INTERNATIONAL, INC.,
a Delaware corporation (the "Borrower"), the Lenders from time to time party to
the Increasing Rate Note Purchase and Loan Agreement referred to below (the
"Lenders"), J.P. MORGAN SECURITIES INC. (f/k/a Chase Securities Inc.) ("JP
Morgan"), as Lead Arranger and Book Manager, BEAR STEARNS CORPORATE LENDING
INC., as Co-Arranger and Syndication Agent and BANKERS TRUST COMPANY as
Syndication Agent (each a "Syndication Agent", together the "Syndication
Agents"), and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as
Administrative Agent (the "Administrative Agent"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings provided
such terms in the Increasing Rate Note Purchase and Loan Agreement referred to
below as amended hereby.

                              W I T N E S S E T H:
                              - - - - - - - - - -


          WHEREAS, the Borrower, the Lenders, JP Morgan, the Syndication Agents
and the Administrative Agent are parties to an Increasing Rate Note Purchase and
Loan Agreement, dated as of June 30, 1999 (as amended, modified or supplemented
to, but not including, the date hereof, the "Increasing Rate Note Purchase and
Loan Agreement");

          WHEREAS, the parties hereto wish to amend the Increasing Rate Note
Purchase and Loan Agreement as herein provided; and

          WHEREAS, subject to the terms and conditions of this Second Amendment
and Restatement, the parties hereto agree as follows:


I.        Amendments
          ----------

          1.   The definitions of the following terms contained in Section 1.01
of the Increasing Rate Note Purchase and Loan Agreement are hereby amended in
their entirety as follows:

          "Asset Disposition" means any sale, conveyance, transfer, assignment,
           -----------------
     lease or other disposition (including, without limitation, by merger or
     consolidation, and excluding (x) Dispositions or transfers arising out of,
     or in connection with, a Recovery Event, (y) Exchanges and (z) Designated
     Excluded Properties Sales) by the Borrower, or any of its Subsidiaries or
     Joint Ventures to any Person (other than to the Borrower or any of its
     Subsidiaries or Joint Ventures) of any Equity Ownership Interest of any of
     its Subsidiaries or Joint Ventures or any Hotel or any other properties and
     assets, or group of related properties and assets of any kind whatsoever,
     whether real, personal, or mixed, in each case other than (i) sales,
     dispositions, leases, and transfers of inventory, obsolete personal
     property and fixtures, furniture and equipment, time share units and
     residential lots, terminations of franchise and management agreements,
     licensing of intellectual property, sales of inventory and (ii) other
     sales, dispositions, leases, and transfers of


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     assets other than Hotels and/or all or substantially all of the seller's
     interest in a Subsidiary or Joint Venture which generate net proceeds
     and/or other consideration the fair market value of which is less than
     $5,000,000 in the aggregate in any fiscal year of the Borrower.

          "Indebtedness" means 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 any asset
     (including Forward Purchase Obligations but excluding Contingent Purchase
     Obligations) or services; (ii) the maximum amount available to be drawn
     under all letters of credit issued for the account of such Person and all
     unpaid drawings in respect of such letters of credit, (iii) all
     Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi),
     (vii) or (viii) of this definition secured by any Lien on any asset owned
     by such Person, whether or not such Indebtedness has been assumed by such
     Person (it being understood and agreed that the amount of such Indebtedness
     under this clause (iii) shall be deemed to be the lesser of the fair market
     value (as determined in the reasonable judgment of the Borrower) of such
     asset and the principal amount of such Indebtedness), (iv) Capital Lease
     Obligations, (v) all obligations of such person to pay a specified purchase
     price for goods or services, whether or not delivered or accepted, i.e.,
                                                                        ----
     take-or-pay and similar obligations, (vi) all Guarantee Obligations of such
     Person, (vii) solely for purposes of Sections 6.03 and 7.04, all net
     exposure of Derivative Obligations, including obligations under any
     Interest Rate Protection Agreement, Other Hedging Agreements or under any
     similar type of agreement or arrangement calculated in accordance with GAAP
     and (viii) Net Rental Payments; provided, that Indebtedness shall not
     include (a) trade payables incurred in the ordinary course of business, (b)
     except to the extent covered by clause (viii) above, operating lease
     obligations (including, without limitation, the lessee's obligations under
     (i) the Existing Operating Leases and the Permitted Sale/Leaseback
     Transactions and (ii) any other operating lease pursuant to which the
     Borrower, or any of its Subsidiaries or Joint Ventures, as lessee, leases
     all or any portion of a Hotel from the holder of an ownership or leasehold
     interest in such Hotel, as lessor) and (c) short term notes evidencing
     earnest money deposits until delivered to the payee.

          "Joint Venture" means with respect to any Person, at any date, any
           -------------
     other Person in whom such Person directly or indirectly holds an
     Investment, and whose financial results would not be consolidated under
     GAAP with the financial results of such Person on the consolidated
     financial statements of such Person, if such statements were prepared as of
     such date; provided that no Person shall be considered a Joint Venture
     solely because such Person is characterized as a partnership for tax
     ------
     purposes.

          "Lead Arranger and Book Manager" means J.P. Morgan Securities Inc., as
           ------------------------------
     successor to Chase Securities Inc.


          "Net Cash Proceeds" means (a) for any Asset Disposition or Exchange,
           -----------------
     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 by Borrower or any of its Subsidiaries or Joint
     Ventures from any Asset Disposition or Exchange, net of (i) reasonable
     transaction costs (including, without limitation, any

                                      -2-

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     underwriting, brokerage or other customary selling commissions and
     reasonable legal, advisory, professional and other fees and expenses,
     including title and recording expenses, surveys, insurance premiums, Taxes
     and similar costs 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
     pursuant to this Agreement, Indebtedness under the Senior Credit Facilities
     and any Indebtedness constituting Permitted Secured Debt) which is secured
     by any of the respective assets which were the subject of such Asset
     Disposition or Exchange, including any premium, make-whole or breakage
     amount related thereto, (iii) the estimated marginal increase in income
     taxes which will be payable by the Borrower'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, (iv) all contractually required
     distributions and other payments made to other interest holders of any of
     the Borrower's Subsidiaries in connection with such Asset Disposition or
     Exchange, and (v) in each year, (I) the first $10,000,000 from Asset
     Dispositions and Exchanges in such year which would have constituted Net
     Cash Proceeds if Net Cash Proceeds were determined without this clause (v)
     plus (II) the aggregate of the amount (if any) not deducted pursuant to
     clause (v)(I) in each previous year (commencing 2002) because the Net Cash
     Proceeds from all Asset Dispositions and Exchanges in such year (determined
     without giving effect to this clause (v)) were less than $10,000,000;
     provided, however, that (x) such gross proceeds shall not include any
     portion of such gross cash proceeds which the Borrower determines in good
     faith should be reserved for post-closing adjustments (including
     indemnification payments, tax expenses and purchase price adjustments, to
     the extent the Borrower delivers to the Lenders a certificate signed by a
     Responsible 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 Disposition or Exchange
     provided, however, such one year period shall be extended to the extent any
     amount of such proceeds is subject to a good faith dispute or claim), the
     amount (if any) by which the reserved amount in respect of such sale or
     disposition exceeds the actual post-closing adjustments payable by the
     Borrower or any of its Subsidiaries shall constitute Net Cash Proceeds on
     such date received by the Borrower and/or any of its Subsidiaries from such
     sale, lease, transfer or other disposition, (y) with respect to any Asset
     Disposition or Exchange relating to the assets of a Joint Venture, such Net
     Cash Proceeds shall only include the portion of such Net Cash Proceeds
     received by the Borrower or any of its Subsidiaries and (z) with respect to
     any Exchange, Net Cash Proceeds shall be deemed to not have been received
     by the Borrower or any of its Subsidiaries while held by a Qualified
     Intermediary; and (b) in connection with any incurrence or issuance of
     Indebtedness, the cash proceeds received by the Borrower or any of its
     Subsidiaries from such issuance or incurrence (with any proceeds of such
     Indebtedness required to be deposited in a reserve, escrow or other similar
     account not to be deemed received until released therefrom and paid to the
     issuer of such Indebtedness), net of (i) if such Indebtedness is incurred
     to refinance, renew or extend other Indebtedness permitted under Section
     6.02 (other than Indebtedness pursuant to this Agreement, Indebtedness
     under the Senior Credit Facilities and any Indebtedness constituting
     Permitted Secured Debt), the amount necessary to

                                      -3-

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     repay such other Indebtedness, including, without limitation, accrued but
     unpaid interest, any breakage costs, penalties, premium, and any other
     reasonable fees and expenses incurred in connection therewith, (ii)
     attorneys' fees, indemnification payments, filing and recording taxes,
     investment banking fees, accountants' fees, underwriting discounts and
     commissions, and (iii) other customary fees and expenses actually incurred
     in connection therewith.

          "Recovery Event" means the actual receipt by the Borrower, any of its
           --------------
     Subsidiaries or any of their Joint Ventures of any Insurance/Condemnation
     Proceeds.

          "Security Documents" means the collective reference to the Guaranty
           ------------------
     and Collateral Agreement, the Mortgages and all other security documents
     hereafter delivered to the Collateral Agent granting a Lien on any asset,
     including Real Property Assets, of any Person to secure the obligations and
     liabilities of any Loan Party under any Loan Document.

          2.   The Increasing Rate Note Purchase and Loan Agreement is hereby
amended by deleting the last sentence of the definition of "Subsidiary".

          3.   Section 1.01 of the Increasing Rate Note Purchase and Loan
Agreement is further amended by inserting the following new definitions in the
appropriate alphabetical order:

          "Additional Mortgaged Property" has the meaning provided in Section
           -----------------------------
5.09(a).

          "Additional Secured Debt" means Indebtedness of the Borrower, which
           -----------------------
     may be guaranteed by the Subsidiary Guarantors, issued pursuant to a
     registered offering or a Rule 144A offering, which Indebtedness is to be
     secured pari passu under the Security Documents provided that (i) no
             ---- -----
     maturities of such Indebtedness shall be prior to the Term Loan Maturity
     Date (as defined in the Credit Agreement) and (ii) the terms and conditions
     of such Indebtedness shall be reasonably satisfactory to the Credit
     Agreement Administrative Agent, it being understood that Additional Secured
     Debt is not Permitted Debt Refinancing.

          "Affected Loans" has the meaning provided in Section 2.09(f).
           --------------

          "Credit Agreement Administrative Agent" means the administrative agent
           -------------------------------------
     under the Credit Agreement.

          "Designated Excluded Properties Sale" means a sale or other
           -----------------------------------
     disposition of an Excluded Property to the extent the Net Cash Proceeds
     thereof are utilized for Specified Purposes, it being understood that, if
     less than all of the Net Cash Proceeds of any such sale or disposition is
     not, concurrently with the consummation thereof, utilized for Specified
     Purposes, the Net Cash Proceeds not so utilized shall, at the election of
     the Borrower, either be (x) treated as the proceeds of an Asset Disposition
     (and applied as required by Section 2.09(e)) or (y) deposited in an escrow
     account with, and otherwise reasonably satisfactory to, the Credit
     Agreement Administrative Agent, with the amounts so deposited to be
     released when needed to make expenditures for Specified Purposes, provided
     that all amounts (if any) in such escrow account at a time when the
     Obligations

                                      -4-

<PAGE>

     have become due and payable shall be released to the Collateral Agent to be
     applied to Loans, Term Loans, Revolving Loans and Permitted Debt
     Refinancing as if such amounts were proceeds of an Asset Disposition being
     applied pursuant to Section 2.09(e).

          "Designated Percentage" means 100% less the lower of (i) 25% and (ii)
           ---------------------
     the maximum percentage that will result in the amount of Net Cash Proceeds
     from an issuance of Indebtedness, an Asset Disposition and/or Exchange that
     the Borrower may retain under Sections 2.09(b) and/or (d) (i.e. that is not
     required to be applied to repay Indebtedness pursuant to Section 2.09(e))
     not exceeding in the aggregate for all issuances of Indebtedness, Asset
     Dispositions and Exchanges effected (x) in the twelve months following the
     Second Amendment and Restatement Effective Date, $50 million or (y) in any
     subsequent consecutive 12-month period, $35 million (but limited to $15
     million during the period from the second anniversary of the Second
     Amendment and Restatement Effective Date to the Maturity Date) plus the
     amounts permitted by clause (x) and this clause (y) (as to any prior years)
     and not theretofore utilized.


          "Excluded Properties" means the Real Properties set forth on Schedule
           -------------------
     XV to this Agreement plus any additional Real Property received by the
     Borrower or a Subsidiary as a result of an Exchange of an Excluded
     Property.

          "Existing Mortgage Debt" means any Indebtedness outstanding on the
           ----------------------
     Second Amendment and Restatement Effective Date secured by a Lien on Real
     Property other than the Obligations and Indebtedness under the Senior
     Credit Facilities.

          "Existing Mortgage Refinancing" means the refinancing of any Existing
           -----------------------------
     Mortgage Debt.

          "Insurance/Condemnation Proceeds" means an amount equal to: (i) any
           -------------------------------
     cash payments or proceeds received by the Borrower or any of its
     Subsidiaries or Joint Ventures (a) by reason of theft, physical destruction
     or damage or any other similar event with respect to any properties or
     assets of the Borrower or any of its Subsidiaries or Joint Ventures under
     any policy of insurance required to be maintained under Section 5.05 (other
     than liability or business interruption insurance) in respect of a covered
     loss thereunder or (b) as a result of any non-temporary condemnation,
     taking, seizing or similar event with respect to any properties or assets
     of the Borrower or any of its Subsidiaries or Joint Ventures by any Person
     pursuant to the power of eminent domain, condemnation or otherwise, or
     pursuant to a sale of any such assets to a purchaser with such power under
     threat of such a taking, minus (ii) (a) any actual and reasonable
     documented costs incurred by the Borrower or any of its Subsidiaries or
     Joint Ventures in connection with the adjustment or settlement of any
     claims of the Borrower or such Subsidiary or Joint Venture in respect
     thereof, (b) any bona fide direct costs incurred in connection with any
     disposition of such assets as referred to in clause (i)(b) of this
     definition, including income taxes reasonably estimated to be actually
     payable by the Borrower's consolidated group as a result of any gain
     recognized in connection therewith and (c) any payment of the outstanding
     principal amount of, premium or penalty, if any, and interest on any
     Indebtedness (other than the Obligations) that is secured by a Lien on

                                      -5-

<PAGE>

     the stock or assets in question and that is required to be repaid under the
     terms thereof as a result of such sale of assets or as a result of a
     covered loss.

          "JPMorgan Chase" means JPMorgan Chase Bank, as successor to The Chase
           --------------
     Manhattan Bank.

          "Majority Lenders" means the holders of more than 50% in the aggregate
           ----------------
     of (x) the outstanding principal amount of Term Loans, (y) the outstanding
     principal amount of the Loans (or under any Permitted Debt Refinancing that
     refinances same) and (z) the Revolving Commitments (as defined in the
     Credit Agreement)(or the commitments under any Permitted Debt Refinancing
     that refinances the Revolving Loan Facility).

          "Mortgage" means a mortgage, deed of trust, deed to secure debt or
           --------
     other customary applicable real property lien instrument (including, as
     appropriate, a security agreement, assignment of rents and leases and
     fixture filing) in a form reasonably acceptable to the Administrative
     Agent, with any changes to such form as may be necessary or appropriate to
     comply with the laws of applicable jurisdictions in which such Mortgage is
     to be filed, as it may be amended, supplemented or otherwise modified from
     time to time.

          "Mortgaged Property" means (i) the Real Property Assets listed on
           ------------------
     Schedule XIV to this Agreement and (ii) each Additional Mortgaged Property.

          "Net Cash Proceeds Notice" means a written notice executed by a
           ------------------------
     Responsible Officer stating that (i) no Event of Default has occurred and
     is continuing and (ii) the Borrower intends to use the Designated
     Percentage or 100%, as the case may be, of the Net Cash Proceeds of an
     Asset Disposition or an Exchange to repay outstanding Indebtedness in
     accordance with the priorities set forth in Section 2.09(e), and providing
     reasonable detail for computing such Net Cash Proceeds.

          "Net Insurance/Condemnation Proceeds" means with respect to any event
           -----------------------------------
     or series of events an amount equal to: (i) Insurance/Condemnation Proceeds
     for such event less (ii) any investment or payment made within 365 days of
     the date of such event (which period shall be extended by the number of
     days such investment or payment is delayed due to force majeure) by the
     Borrower or any of its Subsidiaries or Joint Ventures for the renewal,
     improvement, reconstruction, repair, restoration or replacement of the
     affected assets of Borrower or its Subsidiaries or Joint Ventures
     (including reimbursement of the Borrower for expenditures previously made
     therefor) within 365 days of the date of such casualty or condemnation
     event (which period shall be extended by the number of days such investment
     or payment is delayed due to force majeure) provided that (i) with respect
     to any Net Insurance/Condemnation Proceeds relating to the assets of a
     Joint Venture, such Net Insurance/Condemnation Proceeds shall only include
     the portion of such Net Insurance/Condemnation Proceeds received by the
     Borrower or any of its Subsidiaries and (ii) Net Insurance/Condemnation
     Proceeds received by any Subsidiary shall be reduced by all contractually
     required distributions and other payments made to other interest holders of
     such Subsidiary in connection with the receipt thereof.

                                      -6-

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          "New Secured Debt" means any Indebtedness incurred pursuant to Section
           ----------------
     6.02(m).

          "Permitted Debt Refinancing" means Indebtedness incurred or issued to
           --------------------------
     replace or refinance the Indebtedness under this Agreement or the Revolving
     Loans, as the case may be, which Indebtedness shall either be (i) unsecured
     or (ii) secured by Liens under the Security Documents (on an equal and
     ratable basis with the remaining Obligations as set forth therein) provided
     that (A) no maturities of such Indebtedness shall be prior to the Term Loan
     Maturity Date (as such term is defined in the Credit Agreement) and (B) the
     terms and conditions governing such Indebtedness shall be substantially
     similar to the terms and conditions governing the Loans under this
     Agreement or the Revolving Loans, as the case may be, as determined by the
     Credit Agreement Administrative Agent in its sole reasonable discretion.

          "Permitted Secured Debt" at any time, means and includes any Permitted
           ----------------------
     Debt Refinancing and any Additional Secured Debt then outstanding.

          "Qualified Intermediary" means a "qualified intermediary" under
           ----------------------
     Section 1031 of the Code.

          "Real Property Asset" means, at any time of determination, any real
           -------------------
     property interest (whether leasehold, fee or otherwise) owned by a Loan
     Party (or a Person that is then required to become a Loan Party under
     Section 5.09(b)) in any domestic U.S. or Canadian Real Property which may
     be encumbered by a Mortgage without any violation of, incurrence of
     sanctions under, or requirement to obtain a consent from, or make a payment
     (other than a nominal one) to, the counterparty (other than the Borrower or
     its Subsidiaries) under, any lease, ground lease, management agreement,
     franchise agreement, purchase money mortgage or other pre-existing
     contractual arrangement (including the organizational documents of a
     Special Purpose Subsidiary (but of no other Person)), in each case binding
     upon such Loan Party in respect of such Real Property.

          "Second Amendment and Restatement" means the Second Amendment and
           --------------------------------
     Restatement to this Agreement, dated as of January 16, 2002.

          "Second Amendment and Restatement Effective Date" shall mean the date
           -----------------------------------------------
     the Second Amendment and Restatement became effective in accordance with
     its terms.

          "Specified Purposes" means (i) to avoid or to cure defaults, events of
           ------------------
     defaults and/or covenant violations under Existing Mortgage Debt, (ii) make
     payments on Existing Mortgage Debt, (iii) refinance all or any part of any
     Existing Mortgage Debt and/or (iv) extend maturities of and/or other
     payments on , or other obligations under, Existing Mortgage Debt.

          4. Section 2.09 of the Increasing Rate Note Purchase and Loan
Agreement is hereby amended by (i) deleting clauses (b), (c) and (d) in their
entirety; and (ii) inserting therein the following new clauses (b), (c), (d),
(e) and (f) immediately following clause (a) thereof:

                                      -7-

<PAGE>

          "(b) In addition to any other mandatory prepayments pursuant to this
     Section 2.09, promptly following the receipt by the Borrower or any of its
     Subsidiaries of any Net Cash Proceeds from the issuance or incurrence of
     any Indebtedness of the Borrower or any of its Subsidiaries (other than any
     Permitted Debt Refinancing), the Borrower shall apply 100% (or the
     Designated Percentage in the case of an Existing Mortgage Refinancing) of
     such Net Cash Proceeds in accordance with Section 2.09(e).

          (c) In addition to any other mandatory prepayments pursuant to this
     Section 2.09, within five Business Days following the receipt by the
     Borrower or any of its Subsidiaries of any Net Insurance/Condemnation
     Proceeds, the Borrower shall apply 100% of such Net Insurance/Condemnation
     Proceeds in accordance with Section 2.09(e).

          (d) In addition to any other mandatory prepayments pursuant to this
     Section 2.09, if on any date the Borrower or any of its Subsidiaries shall
     receive Net Cash Proceeds from any Asset Disposition made pursuant to
     Section 6.05(d), (e) or (i) or any Exchange, then the Borrower shall within
     five Business Days following the receipt of such Net Cash Proceeds (A)
     deliver a Net Cash Proceeds Notice to the Administrative Agent and (B)
     apply the Designated Percentage of such Net Cash Proceeds in accordance
     with Section 2.09(e).

          (e) The Net Cash Proceeds required to be applied in accordance with
     this Section 2.09(e) shall be applied (A) first, to the extent the
     Indebtedness which gives rise to such payment obligation is purchase money
     Indebtedness (including Capital Lease Obligations) or Assumed Indebtedness,
     to finance the related acquisition, (B) second, to prepay the scheduled
     repayments under the Senior Credit Facilities (if any) due during the
     calendar year in which such Net Cash Proceeds are received (in direct order
     of maturity) and (C) third, to repay outstanding Term Loans, Revolving
     Loans, Loans (or any Permitted Debt Refinancing that refinanced same) and
     loans (if any) under any Permitted Debt Refinancing that refinanced the
     Revolving Loans, pro rata (based on the principal amount of Term Loans then
     outstanding, the principal amount of Loans then outstanding (or of the
     loans under any Permitted Debt Refinancing that refinanced the same) and
     the then Total Revolving Commitment (as defined in the Credit Agreement)
     (or the total commitments under any Permitted Debt Refinancing that
     refinanced the Revolving Loans)), with any repayment of Revolving Loans
     pursuant to this Section 2.11(e) as a result of (x) the incurrence of New
     Secured Debt or Additional Secured Debt or (y) an Asset Disposition or
     Exchange of a Mortgaged Property or Excluded Property (whether or not
     constituting a Mortgaged Property but other than an Excluded Property
     disposed of pursuant to a Designated Excluded Properties Sale) to reduce
     the Total Revolving Commitment (as defined in the Credit Agreement) in the
     amount of such repayment.

          (f) If the Borrower is required by this Section 2.09 to repay any
     Eurodollar Loans and such prepayment will result in the Borrower being
     required to pay breakage costs under Section 2.13 (any such Eurodollar
     Loans, "Affected Loans"), the Borrower may elect, by notice to the
     Administrative Agent, to have the provisions of the following sentence be
     applicable. At the time any Affected Loans are otherwise required to be
     repaid, the Borrower may elect to deposit 100% (or such lesser percentage
     elected by the

                                      -8-

<PAGE>

     Borrower) of the aggregate principal amount that otherwise would have
     been repaid in respect of the Affected Loans with the Administrative Agent
     to be held as security for the Obligations pursuant to a cash collateral
     agreement to be entered into in form and substance satisfactory to the
     Administrative Agent, with such cash collateral to be released from such
     cash collateral account (and applied to repay the principal amount of such
     Loans) upon each occurrence thereafter of the last day of an Interest
     Period applicable to the relevant Loans (or, such earlier date or dates as
     shall be requested by the Borrower), with the amount to be so released and
     applied on the last day of each Interest Period to be the amount of the
     Loans to which such Interest Period applies (or, if less, the amount
     remaining in such cash collateral account)."

               5. Section 9.01(b) of the Increasing Rate Note Purchase and Loan
Agreement is hereby amended in its entirety to read:

          "(b) if to the Administrative Agent, to JPMorgan Chase Bank, Loan and
     Agency Services Group, One Chase Manhattan Plaza, 8/th/ Floor, New York,
     New York 10081, Attention of Loan and Agency Services (Telecopy No. (212)
     552-5701), with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York,
     New York 10017, Attention of John Mix (Telecopy No. (212) 270-3513);"

               6. The Borrower hereby agrees that it will not (i) change, extend
or terminate Section 6.02(m) of the Increasing Rate Note Purchase and Loan
Agreement without the consent of the Majority Lenders and (ii) change, waive,
modify or vary Section 5.10(a) of the Increasing Rate Note Purchase and Loan
Agreement in a manner affecting the rights and benefits of the Lenders (and not
all Secured Parties in a like or similar manner), without the consent of the
Required Obligees. The Borrower further agrees that any violation under this
Section 6 shall result in an Event of Default, as defined in, and under, the
Increasing Rate Note Purchase and Loan Agreement.

               7. The Increasing Rate Note Purchase and Loan Agreement is hereby
further amended by deleting Schedules I, II and VI and inserting new Schedules
XIV, XV and XVI attached hereto.

II.      Miscellaneous
         -------------

               1. In order to induce the undersigned Lenders to enter into this
Second Amendment and Restatement, the Borrower hereby represents and warrants
that (x) no Default or Event of Default exists on the Second Amendment and
Restatement Effective Date after giving effect to this Second Amendment and
Restatement and (y) all of the representations and warranties contained in the
Increasing Rate Note Purchase and Loan Agreement shall be true and correct in
all material respects as of the Second Amendment and Restatement Effective Date
after giving effect to this Second Amendment and Restatement, with the same
effect as though such representations and warranties had been made on and as of
the Second Amendment and Restatement Effective Date (it being understood that
any representation or warranty made as of a specified date shall be required to
be true and correct in all material respects only as of such specific date).

                                      -9-

<PAGE>

          2.    This Second Amendment and Restatement is limited as specified
and shall not constitute a modification, acceptance or waiver of any other
provision of the Increasing Rate Note Purchase and Loan Agreement or any other
Loan Document.

          3.    This Second Amendment and Restatement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument. A complete set of counterparts shall be lodged with the Borrower and
the Administrative Agent.

          4.    THIS SECOND AMENDMENT AND RESTATEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          5.    This Second Amendment and Restatement shall become effective on
the date (the "Second Amendment and Restatement Effective Date") when each of
the following conditions shall have been satisfied:

          (i)   the Borrower and the Required Lenders shall have signed a
     counterpart hereof (whether the same or different counterparts) and shall
     have delivered (including by way of facsimile transmission) the same to the
     Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New
     York, NY 10036, Attention: Daniel M. Ford (facsimile number 212-354-8113);

          (ii)  the amendment and restatement of the Senior Credit Facilities
     shall have become effective in accordance with its terms;

          (iii) the Borrower shall have paid to the Administrative Agent and the
     Lenders all reasonable fees, costs and expenses (including, without
     limitation, reasonable legal fees and expenses thereof) payable to the
     Administrative Agent and the Lenders to the extent then due, as evidenced
     by an invoice delivered to the Borrower no less than three Business Days
     prior to the Second Amendment and Restated Effective Date; and

          Unless the Administrative Agent has received actual notice from any
Lender that the conditions contained above have not been met with satisfaction,
upon the satisfaction of the condition described in clause (i) of the
immediately preceding sentence and upon the Administrative Agent's good faith
determination that the other conditions described above have been met, the
Second Amendment and Restatement Effective Date shall be 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 Second
Amendment and Restatement Effective Date shall not release the Borrower from any
liability for failure to satisfy one or more of the applicable conditions
specified above).

          6.    The Borrower shall pay each Lender which executed and delivered
a counterpart to this Second Amendment and Restatement on or prior to 5:00 p.m.
(New York time) on Thursday, January 24, 2002, a non-refundable cash fee (the
"Amendment Fee") in an amount equal to 0.25% of the sum of the outstanding
principal amount of the Loans of such

                                      -10-

<PAGE>

Lender on the Second Amendment and Restatement Effective Date, which fees shall
be paid by the Borrower to the Administrative Agent for distribution to the
Lenders not later than the second Business Day following the Second Amendment
and Restatement Effective Date.

          7. From and after the Second Amendment and Restatement Effective Date
all references in the Increasing Rate Note Purchase and Loan Agreement and the
other Loans Documents shall be deemed to be references to the Increasing Rate
Note Purchase and Loan Agreement as modified hereby.

                                    * * * * *

                                      -11-

<PAGE>

     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Waiver to be duly executed and delivered as of the date first above
written.

                                     WYNDHAM INTERNATIONAL, INC.,



                                       By ______________________________________
                                          Title:


                                     JPMORGAN CHASE BANK (as successor to The
                                       Chase Manhattan Bank),
                                       Individually and as Administrative Agent,



                                       By ______________________________________
                                          Title:


                                     J.P. MORGAN SECURITIES INC. (as successor
                                       to Chase Securities Inc.),
                                       as Lead Arranger and Book Manager




                                       By ______________________________________
                                          Title:

<PAGE>

                                                     NAME OF LENDER:



                                                     By: _____________________
                                                         Name:
                                                         Title:

<PAGE>

        IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Waiver to be duly executed and delivered as of the date first above
written.

                                WYNDHAM INTERNATIONAL, INC.,

                                   By  /s/ RICHARD A. SMITH
                                      ------------------------------------------
                                      Title: EVP & CFO


                                JPMORGAN CHASE BANK (as successor to The Chase
                                   Manhattan Bank),
                                   Individually and as Administrative Agent,

                                   By  /s/ THOMAS H. KOZIARK
                                      ------------------------------------------
                                      Name: Thomas H. Koziark
                                      Title: Vice President


                                JPMORGAN SECURITIES INC. (as successor to Chase
                                   Securities Inc.),
                                   as Lead Arranger and Book Manager

                                   By  /s/ DAN POMBO
                                      ------------------------------------------
                                      Name: Dan Pombo
                                      Title: Vice President

<PAGE>

                                JPMORGAN CHASE BANK SECURITIES INC. as Agent for
                                JPMORGAN CHASE BANK

                                By  /s/ JOHN ABATE
                                   ---------------------------------------------
                                   Name: John Abate
                                   Title: Authorized Signatory

<PAGE>

                                MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

                                By:  /s/ MICHAEL BROWN
                                    --------------------------------------------
                                    Michael Brown
                                    Authorized Signatory

<PAGE>

                                SENIOR HIGH INCOME PORTFOLIO, INC.

                                By:  /s/ MICHAEL BROWN
                                   ---------------------------------------------
                                   Michael Brown
                                   Authorized Signatory

<PAGE>

                                ARES III CLO Ltd

                                By:  ARES CLO Management LLC,
                                     Investment Manager


                                By:  /s/ CHRISTOPHER N. JACOBS
                                    --------------------------------------------
                                    Christopher N. Jacobs
                                    Vice President

<PAGE>

                                Ares IV CLO Ltd.

                                By:  Ares CLO Management IV, L.P.,
                                     Investment Manager


                                By:  Ares CLO GP IV, LLC,
                                     Its Managing Member


                                By:  /s/ CHRISTOPHER N. JACOBS
                                    --------------------------------------------
                                    Name: Christopher N. Jacobs
                                    Title: Vice President

<PAGE>

                                NAME OF LENDER: BEAR STEARNS INVESTMENT
                                                PRODUCTS INC.

                                By:  /s/ MARC SIMON
                                    --------------------------------------------
                                    Name: Marc Simon
                                    Title: MD

<PAGE>

                                WINGED FOOT FUNDING TRUST

                                By:  /s/ DIANA L. MUSHILL
                                    --------------------------------------------
                                    Name: Diana L. Mushill
                                    Title: Authorized Agent

<PAGE>

                                TYLER TRADING, INC.

                                By:  /s/ DON C. DAY
                                    --------------------------------------------
                                    Name: Don C. Day
                                    Title: Vice President

<PAGE>

                                NAME OF LENDER: CANPARTNERS INVESTMENTS IV LLC

                                By:  /s/ JOSHUA S. FRIEDMAN
                                    --------------------------------------------
                                    Name: Joshua S. Friedman
                                    Title: Authorized Signatory

<PAGE>

                                TRYON CLO Ltd 2000-I, as a Lender

                                By: Institutional Debt Management, Inc., as
                                Collateral Manager

                                By:  /s/ MICHAEL AUDINO
                                    --------------------------------------------
                                    Name: Michael Audino
                                    Title: Vice President

<PAGE>


                                        ALLSTATE LIFE INSURANCE COMPANY
                                        NAME OF LENDER:

                                        By: /s/ JERRY D. ZINKULA
                                           -------------------------------------
                                           Name:  JERRY D. ZINKULA
                                           Title: Authorized Signatory

                                        By: /s/ PATRICIA W. WILSON
                                           -------------------------------------
                                                PATRICIA W. WILSON
                                                Authorized Signatory


<PAGE>


                                        NAME OF LENDER: SIERRA CLO I LTD.



                                        By: /s/ JOHN M. CASPARIAN
                                           -------------------------------------
                                           Name:  JOHN M. CASPARIAN
                                           Title: CHIEF OPERATING OFFICER
                                                  CENTRE PACIFIC, LLC, Manager


<PAGE>




                                        NAME OF LENDER: KATONAH I, LTD.




                                        By: /s/ RALPH DELLA ROCCA
                                           -------------------------------------
                                           Name:  RALPH DELLA ROCCA
                                           Title: AUTHORIZED OFFICER
                                                  KATONAH CAPITAL, L.L.C.
                                                  AS MANAGER

<PAGE>




                                        UBS AG, STAMFORD BRANCH
                                        By: UBS Warburg LLC, as Agent



                                        By: /s/ ANTHONY N. JOSEPH
                                           -------------------------------------
                                           Name:  Anthony N. Joseph
                                           Title: Associate Director
                                                  Banking Products Services, US

                                        By: /s/ SUSAN BRUNNER
                                           -------------------------------------
                                           Name:  Susan Brunner
                                           Title  Associate Director
                                                  Banking Products Services, US

<PAGE>






                                        NAME OF LENDER:
                                           NORTHWOODS CAPITAL II, LIMITED
                                           BY: ANGELO, GORDON & CO., L.P.,
                                               AS COLLATERAL MANAGER


                                        By: /s/ JOHN W. FRASER
                                           -------------------------------------
                                           Name:  JOHN W. FRASER
                                           Title: MANAGING DIRECTOR

<PAGE>





                                        NAME OF LENDER: Pacifica Partners I, LP
                                        By: Imperial Credit Asset Management,
                                            Inc. as its Investment Manager:

                                        By: /s/ DEAN K. KAWAI
                                           -------------------------------------
                                           Name:  DEAN K. KAWAI
                                           Title: Vice President

<PAGE>



                                        ARCHIMEDES FUNDING, LLC.

                                        BY: ING Capital Advisors LLC,
                                            as Collateral Manager

                                        BY: /s/ MICHAEL J. CAMPBELL
                                           -------------------------------------
                                           Name:  MICHAEL J. CAMPBELL
                                           Title: MANAGING DIRECTOR



                                        ARCHIMEDES FUNDING II, LTD.

                                        BY: ING Capital Advisors LLC,
                                            as Collateral Manager

                                        BY: /s/ MICHAEL J. CAMPBELL
                                           -------------------------------------
                                           Name:  MICHAEL J. CAMPBELL
                                           Title: MANAGING DIRECTOR



                                        ARCHIMEDES FUNDING III, LTD.

                                        BY: ING Capital Advisors LLC,
                                            as Collateral Manager

                                        BY: /s/ MICHAEL J. CAMPBELL
                                           -------------------------------------
                                           Name:  MICHAEL J. CAMPBELL
                                           Title: MANAGING DIRECTOR



                                        ARCHIMEDES FUNDING IV (CAYMAN), LTD.

                                        BY: ING Capital Advisors LLC,
                                            as Collateral Manager

                                        BY: /s/ MICHAEL J. CAMPBELL
                                           -------------------------------------
                                           Name:  MICHAEL J. CAMPBELL
                                           Title: MANAGING DIRECTOR


<PAGE>




                                        COPERNICUS CDO EURO-I B.V.

                                        BY: ING Capital Advisors LLC,
                                            as CollateraL Manager

                                        BY: /s/ MICHAEL J. CAMPBELL
                                           -------------------------------------
                                           Name:  MICHAEL J. CAMPBELL
                                           Title: MANAGING DIRECTOR



                                        NEMEAN CLO, LTD.

                                        BY: ING Capital Advisors LLC,
                                            as Investment Manager

                                        BY: /s/ MICHAEL J. CAMPBELL
                                           -------------------------------------
                                           Name:  MICHAEL J. CAMPBELL
                                           Title: MANAGING DIRECTOR




<PAGE>







                                        NAME OF LENDER: K2H ING-2 LLC


                                        By: /s/ SUSAN LEE
                                           -------------------------------------
                                           Name:  Susan Lee
                                           Title: Authorized Agent

<PAGE>




                                CERES II FINANCE LTD.
                                By: INVESCO Senior Secured Management, Inc.
                                    As Sub-Managing Agent (Financial)

                                By: /s/ ANNE M. MCCARTHY
                                   -------------------------------------
                                   Name:  Anne M. McCarthy
                                   Title: Authorized Signatory


<PAGE>





                                    AERIES FINANCE-II LTD.
                                    By: INVESCO Senior Secured Management, Inc.
                                        As Sub-Managing Agent



                                        By: /s/ ANNE M. MCCARTHY
                                           -------------------------------------
                                           Name:  Anne M. McCarthy
                                           Title: Authorized Signatory






<PAGE>



                                    AMARA-1 FINANCE, LTD. LTD.
                                    By: INVESCO Senior Secured Management, Inc.
                                        As Sub-advisor



                                        By: /s/ ANNE M. MCCARTHY
                                           -------------------------------------
                                           Name:  Anne M. McCarthy
                                           Title: Authorized Signatory





<PAGE>



                                    AMARA 2 FINANCE, LTD.
                                    By: INVESCO Senior Secured Management, Inc.
                                        As Sub-Advisor



                                        By: /s/ ANNE M. MCCARTHY
                                           -------------------------------------
                                           Name:  Anne M. McCarthy
                                           Title: Authorized Signatory





<PAGE>




                                    AVALON CAPITAL LTD.
                                    By: INVESCO Senior Secured Management, Inc.
                                        As Portfolio Advisor



                                        By: /s/ ANNE M. MCCARTHY
                                           -------------------------------------
                                           Name:  Anne M. McCarthy
                                           Title: Authorized Signatory





<PAGE>

                                     AVALON CAPITAL LTD. 2
                                     BY: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor


                                     By: /s/ ANNE M. MCCARTHY
                                        -------------------------------------
                                     Name:  Anne M. McCarthy
                                     Title: Authorized Signatory

<PAGE>


                                      FLOATING RATE PORTFOLIO
                                      By: INVESCO Senior Secured Management Inc.
                                          As Attorney in fact


                                      By: /s/ ANNE M. MCCARTHY
                                         -------------------------------------
                                         Name:  Anne M. McCarthy
                                         Title: Authorized Signatory

<PAGE>


                                     INVESCO CBO 2000-1 LTD.
                                     By: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor


                                     By: /s/ ANNE M. MCCARTHY
                                        ----------------------------------------
                                        Name:  Anne M. McCarthy
                                        Title: Authorized Signatory

<PAGE>


                                     CHARTER VIEW PORTFOLIO
                                     By: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor


                                     By: /s/ ANNE M. MCCARTHY
                                        ----------------------------------------
                                        Name:  Anne M. McCarthy
                                        Title: Authorized Signatory

<PAGE>


                                     TRITON CBO III, LIMITED
                                     By: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor


                                     By: /s/ ANNE M. MCCARTHY
                                        ----------------------------------------
                                        Name:  Anne M. McCarthy
                                        Title: Authorized Signatory

<PAGE>


                                     DIVERSIFIED CREDIT PORTFOLIO LTD.
                                     By: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor


                                     By: /s/ ANNE M. MCCARTHY
                                        ----------------------------------------
                                        Name:  Anne M. McCarthy
                                        Title: Authorized Signatory

<PAGE>


                                     SEQUILS-LIBERTY, LTD.
                                     By: INVESCO Senior Secured Management, Inc.
                                         As Portfolio Advisor


                                     By: /s/ ANNE M. MCCARTHY
                                        ----------------------------------------
                                        Name:  Anne M. McCarthy
                                        Title: Authorized Signatory

<PAGE>


                                      NAME OF LENDER:

                                      TCW Leveraged Income Trust II, L.P.
                                      by: TCW Advisers (Bermuda), Ltd.
                                      as General Partner


                                      By: /s/ MARK L. GOLD
                                         ---------------------------------------
                                         Name:  Mark L. Gold
                                         Title: Managing Director


                                      By: TCW Investment Management Company,
                                          as Investment Adviser


                                      By: /s/ JONATHAN I. BERG
                                         ---------------------------------------
                                         Name:  Jonathan I. Berg
                                         Title: Assistant Vice President






<PAGE>


                                      NAME OF LENDER:

                                      EASTMAN HILL FUNDING I, LIMITED

                                      By: TCW Asset Management Company, as its
                                          Collateral Manager


                                      By: /s/ FREDERICK HORTON
                                         ---------------------------------------
                                         Name:  Frederick Horton
                                         Title: Managing Director

<PAGE>


                                      NAME OF LENDER:

                                      SEQUILS I, LTD

                                      By: TCW Advisors, Inc. as its
                                      Collateral Manager


                                      By: /s/ MARK L. GOLD
                                         ---------------------------------------
                                         Name:  Mark L. Gold
                                         Title: Managing Director


                                      By: /s/ JONATHAN I. BERG
                                         ---------------------------------------
                                         Name:  Jonathan I. Berg
                                         Title: Assistant Vice President


<PAGE>


                                      NAME OF LENDER:

                                      SEQUILS IV, LTD

                                      By: TCW Advisors, Inc. as its
                                      Collateral Manager


                                      By: /s/ MARK L. GOLD
                                         ---------------------------------------
                                         Name:  Mark L. Gold
                                         Title: Managing Director


                                      By: /s/ JONATHAN I. BERG
                                         ---------------------------------------
                                         Name:  Jonathan I. Berg
                                         Title: Assistant Vice President


<PAGE>


                                      NAME OF LENDER:

                                      TCW SELECT LOAN FUND, LIMITED

                                      By: TCW Advisors, Inc. as its
                                          Collateral Manager


                                      By: /s/ MARK L. GOLD
                                         ---------------------------------------
                                         Name:  Mark L. Gold
                                         Title: Managing Director


                                      By: /s/ JONATHAN I. BERG
                                         ---------------------------------------
                                         Name:  Jonathan I. Berg
                                         Title: Assistant Vice President


<PAGE>


                                      NAME OF LENDER:

                                      J/Z CBO (Delaware), LLC
                                      By: J/AZ CBO Corp., its General Member


                                      By: /s/ [ILLEGIBLE SIGNATURE]
                                         ---------------------------------------
                                         Title: Authorized Signatory


<PAGE>


                                   NAME OF LENDER:

                                   TCW LEVERAGED INCOME TRUST IV, L.P.


                                   By: TCW (LINC IV), L.L.C.,
                                       as General Partner


                                   By: TCW ASSET MANAGEMENT COMPANY,
                                       as managing member of the General Partner


                                   By: /s/ MARK L. GOLD
                                      ------------------------------------------
                                      Name:  Mark L. Gold
                                      Title: Managing Director


                                   By: /s/ JONATHAN I. BERG
                                      ------------------------------------------
                                      Name:  Jonathan I. Berg
                                      Title: Assistant Vice President


<PAGE>


                                   NAME OF LENDER:

                                   K2H CRESCENT LLC


                                   By: /s/ SUSAN LEE
                                      ------------------------------------------
                                      Name:  Susan Lee
                                      Title: Authorized Agent

<PAGE>


                                   NAME OF LENDER:

                                   K2H CRESCENT -  2 LLC


                                   By: /s/ SUSAN LEE
                                      ------------------------------------------
                                      Name:  Susan Lee
                                      Title: Authorized Agent

<PAGE>


                                   NAME OF LENDER:

                                   K2H CRESCENT - 3 LLC


                                   By: /s/ SUSAN LEE
                                      ------------------------------------------
                                      Name:  Susan Lee
                                      Title: Authorized Agent

<PAGE>


                                   NAME OF LENDER:

                                   MORGAN STANLEY PRIME INCOME TRUST


                                   By: /s/ PETER GEWIRTZ
                                      ------------------------------------------
                                      Name:  Peter Gewirtz
                                      Title: Vice President

<PAGE>


                                   NAME OF LENDER:

                                   Carlyle High Yield Partners, L.P.


                                   By: /s/ MARK ALTER
                                      ------------------------------------------
                                      Name:  Mark Alter
                                      Title: Principal

                                             IRL

<PAGE>


                                   NAME OF LENDER:

                                   Carlyle High Yield Partners II, Ltd.


                                   By: /s/ MARK ALTER
                                      ------------------------------------------
                                      Name:  Mark Alter
                                      Title: Principal

                                             IRL

<PAGE>


                                   NAME OF LENDER:


                                   By: /s/ BRUCE FERGUSON
                                      ------------------------------------------
                                      Name:  Bruce G. Ferguson
                                      Title: Managing Director

<PAGE>


                                   NAME OF LENDER:

                                   IRL FIRST DOMINION FUNDING


                                   By: /s/ ANDREW H. MARSHAK
                                      ------------------------------------------
                                      Name:  ANDREW H. MARSHAK
                                      Title: AUTHORIZED SIGNATORY

<PAGE>




                                    NAME OF LENDER: IRL CSAM FUNDING I



                                    By: /s/ ANDREW H. MARSHAK
                                        ----------------------------------------
                                        Name:  ANDREW H. MARSHAK
                                        Title: AUTHORIZED SIGNATORY

<PAGE>



                                    NAME OF LENDER: Credit Lyonnais New York B



                                    By: /s/ RICK RUHRBACH
                                        ----------------------------------------
                                        Name:  Rick Ruhrbach
                                        Title: SVP

<PAGE>


                                    NAME OF LENDER:

                                    By: /s/ JEFFREY L. WARWICK
                                        ----------------------------------------
                                        Name:  Jeffrey L. Warwick
                                        Title: Senior Banker
                                               FirstBoston

<PAGE>



                                    SRF 2000 LLC



                                    By: /s/ ANN E. MORRIS
                                        ----------------------------------------
                                        Name:  ANN E. MORRIS
                                        Title: ASST. VICE PRESIDENT

<PAGE>

                                    NAME OF LENDER:
                                    Liberty-Stein Roe Advisor Floating Rate
                                    Advantage Fund.
                                    by Stein Roe & Farnham Incorporated, as
                                        Advisor


                                    By: /s/ JAMES R. FELLOWS
                                        ----------------------------------------
                                        Name:  James R. Fellows
                                        Title: Sr. Vice President & Portfolio
                                               Manager

<PAGE>




                                    SAWGRASS TRADING LLC


                                    By: /s/ DIANA L. MUSHILL
                                        ----------------------------------------
                                        Name:  DIANA L. MUSHILL
                                        Title: ASST. VICE PRESIDENT

<PAGE>




                                    NAME OF LENDER:

                                    Caravelle Investment Fund, L.L.C.
                                    By Trimaran Advisors L.L.C.

                                    By: /s/ DAVID M. MILLISON
                                        ----------------------------------------
                                        Name:  David M. Millison
                                        Title: Managing Director

<PAGE>




                                    NAME OF LENDER:
                                    Caravelle Investment Fund II, L.L.C.
                                    By Trimaran Advisors L.L.C.

                                    By: /s/ DAVID M. MILLISON
                                        ----------------------------------------
                                        Name:  David M. Millison
                                        Title: Managing Director


<PAGE>

                                    SYNDICATED LOAN FUNDING TRUST
                                    BY: LEHMAN COMMERCIAL PAPER INC. NOT
                                    IN ITS INDIVIDUAL CAPACITY BUT SOLELY
                                    AS ADMINISTRATIVE AGENT


                                    NAME OF LENDER:

                                    By: /s/ [ILLEGIBLE SIGNATURE]
                                        ----------------------------------------
                                        Title: Authorized Signatory

<PAGE>



                                    NAME OF LENDER: Societe Generale

                                    By: /s/ THOMAS K. DAY
                                        ----------------------------------------
                                        Name:  Thomas K. Day
                                        Title: Managing Director

<PAGE>




                                    Sankaty High Yield Asset Partners, L.P.


                                    By: /s/ DIANE J. EXTER
                                        ----------------------------------------
                                        Name:  DIANE J. EXTER
                                        Title: MANAGING DIRECTOR
                                               PORTFOLIO MANAGER


<PAGE>


                                    INDOSUEZ CAPITAL FUNDING IIA, LIMITED
                                    By: Indosuez Capital as Portfolio Advisor


                                    By: /s/ JACK C. HENRY
                                        ----------------------------------------
                                        Name:  Jack C. Henry
                                        Title: Principal



                                    INDOSUEZ CAPITAL FUNDING III, LIMITED
                                    By: Indosuez Capital as Portfolio Advisor


                                    By: /s/ JACK C. HENRY
                                        ----------------------------------------
                                        Name:  Jack C. Henry
                                        Title: Principal



                                    INDOSUEZ CAPITAL FUNDING VI, LIMITED
                                    By: Indosuez Capital as Collateral Manager


                                    By: /s/ JACK C. HENRY
                                        ----------------------------------------
                                        Name:  Jack C. Henry
                                        Title: Principal



                           Subject to step up

<PAGE>



                                    NAME OF LENDER:
                                        PILGRIM PRIME RATE TRUST
                                        By: ING Pilgrim Investments
                                            as its investment manager

                                    By: /s/ JASON GROOM
                                        ----------------------------------------
                                        Name:  JASON GROOM
                                        Title: VICE PRESIDENT

<PAGE>

                                        PILGRIM SENIOR INCOME FUND
                                        By: ING Pilgrim Investment, Inc.
                                            as it's investment manager

                                    NAME OF LENDER:

                                    By: /s/ JASON GROOM
                                        ----------------------------------------
                                        Name:  JASON GROOM
                                        Title: VICE PRESIDENT

<PAGE>


                                    Franklin CLO II, Limited

                                    NAME OF LENDER:

                                    By: /s/ CHAUNCEY LUFKIN
                                        ----------------------------------------
                                        Name:  Chauncey Lufkin
                                        Title: Vice President

<PAGE>



                                    Franklin Floating Rate Master Series

                                    NAME OF LENDER:

                                    By: /s/ CHAUNCEY LUFKIN
                                        ----------------------------------------
                                        Name:  Chauncey Lufkin
                                        Title: Vice President

<PAGE>



                                    Franklin CLO I, Limited

                                    NAME OF LENDER:

                                    By: /s/ CHAUNCEY LUFKIN
                                        ----------------------------------------
                                        Name:  Chauncey Lufkin
                                        Title: Vice President



<PAGE>



                                    Franklin Floating Rate
                                    Daily Access Fund

                                    NAME OF LENDER:

                                    By: /s/ CHAUNCEY LUFKIN
                                        ----------------------------------------
                                        Name:  Chauncey Lufkin
                                        Title: Vice President

<PAGE>



                                    Franklin Floating Rate Trust

                                    NAME OF LENDER:

                                    By: /s/ CHAUNCEY LUFKIN
                                        ----------------------------------------
                                        Name:  Chauncey Lufkin
                                        Title: Vice President

<PAGE>



  Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund


                                    NAME OF LENDER:

                                    By: /s/ [ILLEGIBLE SIGNATURE]
                                        ----------------------------------------
                                        Title: Authorized Signatory

<PAGE>

                                OCTAGON INVESTMENT PARTNERS IV, LTD.
                                By: Octagon Credit Investors, LLC
                                    as collateral manager


                                By:  /s/ ANDREW D. GORDON
                                   ---------------------------------------------
                                   Name: Andrew D. Gordon
                                   Title: Portfolio Manager

<PAGE>

                                NAME OF LENDER: Battery Park CDO, Limited


                                By:  /s/ ELIZABETH MACLEAN
                                   ---------------------------------------------
                                   Name: Elizabeth Maclean
                                   Title: Vice President


                                By Nomura Corporate Research and
                                Asset Management Inc. as Investment Advisor

<PAGE>

                                NAME OF LENDER: Nomura Bond and Loan Fund


                                By:  /s/ ELIZABETH MACLEAN
                                    --------------------------------------------
                                    Name: Elizabeth Maclean
                                    Title: Vice President


                                By: UFJ Trust Company of New York as Trustee


                                By: Nomura Corporate Research and
                                    Asset Management Inc., Attorney in Fact

<PAGE>

                                NAME OF LENDER: Clydesdale CBO I, Ltd.


                                By:  /s/ ELIZABETH MACLEAN
                                    --------------------------------------------
                                    Name: Elizabeth Maclean
                                    Title: Vice President


                                By Nomura Corporate Research and
                                Asset Management Inc., as Investment Advisor

<PAGE>

                                NAME OF LENDER: Clydesdale CLO 2001-1


                                By:  /s/ ELIZABETH MACLEAN
                                    --------------------------------------------
                                    Name: Elizabeth Maclean
                                    Title: Vice President


                                By Nomura Corporate Research and
                                Asset Management Inc., as Collateral Manager

<PAGE>

                             NAME OF LENDER: Morgan Stanley Senior Funding, Inc.


                             By:  /s/ [ILLEGIBLE SIGNATAURE]
                                 -----------------------------------------------
                                 Title: Authorized Signatory

<PAGE>

                                NAME OF LENDER: Nuveen Floating Rate Fund


                                By:  /s/ LENNY MASON
                                    --------------------------------------------
                                    Name: Lenny Mason
                                    Title: Portfolio Manager

<PAGE>

                                NAME OF LENDER: Nuveen Senior Income Fund


                                By:  /s/ LENNY MASON
                                    --------------------------------------------
                                    Name: Lenny Mason
                                    Title: Portfolio Manager

<PAGE>

                                DEBT STRATEGIES FUND, INC.


                                By:  /s/ MICHAEL BROWN
                                    --------------------------------------------
                                    MICHAEL BROWN
                                    AUTHORIZED SIGNATORY

<PAGE>

                                Longhorn CDO (Cayman) LTD


                                By: Merrill Lynch Investment Managers, L.P.
                                    as Investment Advisor


                                By:  /s/ MICHAEL BROWN
                                    --------------------------------------------
                                    MICHAEL BROWN
                                    AUTHORIZED SIGNATORY

<PAGE>

                                MASTER SENIOR FLOATING RATE TRUST


                                By:  /s/ MICHAEL BROWN
                                    --------------------------------------------
                                    MICHAEL BROWN
                                    AUTHORIZED SIGNATORY

<PAGE>

                                MERRILL LYNCH GLOBAL INVESTMENT SERIES:
                                BANK LOAN INCOME PORTFOLIO
                                By: Merrill Lynch Investment Managers, L.P.
                                    as Investment Advisor


                                By:  /s/ MICHAEL BROWN
                                    --------------------------------------------
                                    MICHAEL BROWN
                                    AUTHORIZED SIGNATORY

<PAGE>

                                MERRILL LYNCH GLOBAL INVESTMENT SERIES:
                                INCOME STRATEGIES PORTFOLIO
                                By: Merrill Lynch Investment Managers, L.P.
                                    as Investment Advisor


                                By:  /s/ MICHAEL BROWN
                                    --------------------------------------------
                                    MICHAEL BROWN
                                    AUTHORIZED SIGNATORY

<PAGE>

                                  AMMC CDO II, LIMITED
                                  By: American Money Management Corp.,
                                      as Collateral Manager
SECOND AMENDMENT AND RESTATEMENT
INCREASING RATE NOTE PURCHASE
AND LOAN AGREEMENT AMONG
WYNDHAM INTERNATIONAL, INC.       By:  /s/ DAVID P. MEYER
                                      ------------------------------------------
                                      Name: David P. Meyer
                                      Title: Vice President