<PAGE>

                                                                   EXHIBIT 10.19
                                                                   -------------

                        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 Credit Agreement referred to below (the "Lenders"), J.P. MORGAN SECURITIES
INC. (f/k/a Chase Securities Inc.) ("JP Morgan"), as Lead Arranger and Book
Manager, BANK OF AMERICA, N.A. (f/k/a Nationsbank, N.A.) and BANKERS TRUST
COMPANY as Syndication Agents (each a "Syndication Agent", together the
"Syndication Agents"), CREDIT LYONNAIS NEW YORK BRANCH, as Documentation Agent,
BEAR STEARNS CORPORATE LENDING INC., as Co-Documentation Agent (each a
"Documentation Agent", and together the "Documentation 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 Credit
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,
the Documentation Agents and the Administrative Agent are parties to a Credit
Agreement, dated as of June 30, 1999 (as amended, modified or supplemented to,
but not including, the date hereof, the "Credit Agreement");

          WHEREAS, the parties hereto wish to amend the Credit 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.   Each reference to "Section 6.05(c)(i) and (ii)" or "Section
6.05(c)(i) or (ii)" in the Credit Agreement is hereby changed to "Section
6.05(c)".

          2.   The definitions of the following terms contained in Section 1.01
of the Credit Agreement are hereby amended in their entirety as follows:

          "Allocation Percentage" means (i) with respect to the Borrower or any
           ---------------------
Wholly-Owned Subsidiary of any Borrower, 100% and (ii) for any other Person, the
percentage that the Equity Ownership Interest of such Person held directly or
indirectly by the Borrower represents of the entire Equity Ownership Interest of
such Person.

          "Applicable Margin" means (i)(A) with respect to ABR Term Loans, 3.75%
           -----------------
and (B) with respect to ABR Revolving Loans, 2.75%, (ii)(A) with respect to
Eurodollar Term Loans, 4.75% and (B) with respect to Eurodollar Revolving Loans,
3.75%, and (iii) with respect to Commitment Fees, .50%.

<PAGE>

          "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 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.

          "Capital Expenditures" means for any period, with respect to any
           --------------------
Person, the aggregate of all expenditures (other than those made pursuant to
Permitted Acquisitions or in connection with a Recovery Event) by such Person
and its Subsidiaries for the acquisition or leasing (pursuant to a lease giving
rise to Capital Lease Obligations) of fixed or capital assets or additions to
equipment (including replacements, capitalized repairs and improvements during
such period but excluding merchandise inventory acquired during such period)
that should be capitalized under GAAP on a consolidated balance sheet of such
Person and its Subsidiaries provided that any such expenditure required to be
paid or reimbursed by a tenant, licensee, concessionaire or other third party
shall not constitute a Capital Expenditure to the extent so paid or reimbursed
by such third party.

          "Cash Consideration" means, with respect to any Asset Disposition,
           ------------------
cash, Cash Equivalents or the assumption or retirement of Indebtedness with
respect to the asset or property subject to such Asset Disposition, or any
combination of the foregoing.

          "Collateral Agent" means JPMorgan Chase Bank, as successor to The
           ----------------
Chase Manhattan Bank, in its capacity as Collateral Agent for the Secured
Parties under the Loan Documents, and shall include any successor to the
Collateral Agent.

          "EBITDA" means 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 all other non-cash expenses and charges, (iii) interest expense,
(iv) income tax expense and (v) extraordinary losses (and other losses on sales
or other dispositions of assets not otherwise included in extraordinary losses
determined in conformity with GAAP), plus (b) proceeds actually paid during such
period to the Borrower or any Subsidiary from business interruption insurance
and condemnation proceeds from a temporary taking, less (c) 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
of assets not otherwise included in extraordinary gains determined in conformity
with GAAP), plus (d) an amount equal to any equity contributed to or issued by
the

                                      -2-

<PAGE>

Borrower to cure a default under Section 7.03(c), with such amount deemed to be
included in EBITDA as of the date on which such default first occurred.

          "Increasing Rate Term Loan Facility" means the collective reference to
           ----------------------------------
(i) the Increasing Rate Note Purchase and Loan Agreement, dated as of June 30,
1999, among the Borrower, the lenders from time to time parties thereto and
JPMorgan Chase, as administrative agent for such lenders and (ii) any other
document governing Indebtedness incurred pursuant to Section 6.02(f)(i)(A)
including any "Notes" issued thereunder or in connection therewith.

          "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.

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

          "Issuing Bank" means JPMorgan Chase, in its capacity as the issuer of
           ------------
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.05. The Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.

          "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

                                      -3-

<PAGE>

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 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 Increasing Rate Term Loan Facility 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

                                      -4-

<PAGE>

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
Increasing Rate Term Loan Facility and any Indebtedness constituting Permitted
Secured Debt), the amount necessary to 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.

          "Permitted Mezzanine Investment Entity" shall mean any Person in which
           -------------------------------------
the Borrower or any of its Subsidiaries makes an Investment in the form of a
loan, so long as the Borrower or its Subsidiary is (or will be immediately after
the making of such Investment) party to a management agreement or franchise
agreement with respect to an asset owned by such entity on market terms as
reasonably determined by the Borrower.

          "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.

          "Total Adjusted EBITDA" means, for any period without duplication, the
           ---------------------
product of (a) EBITDA of the Borrower and its Subsidiaries 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.

          "Total Cash Interest Expense" means the sum of the total cash interest
           ---------------------------
expense in respect of Total Indebtedness for such period determined in
conformity with GAAP (excluding interest capitalized in accordance with GAAP,
amortization of deferred financing costs and other non-cash charges and
expenses) minus cash interest income.

          3.   The Credit Agreement is hereby amended by deleting the last
sentence of the definition of "Subsidiary".

          4.   Section 1.01 of the Credit Agreement is further amended by (i)
deleting the definitions "Additional Basket Amount", "Adjustment Date",
"Approved Procurement Savings", "Augmenting Lenders", "Chase", "Commitment
Increase", "Core Assets", "HIA Reserve Amount", "Increase Effective Date",
"Increasing Lender", "Initial Loans", "New Hotel", "New Hotel Indebtedness",
"Non-Core Assets", "Non-Increasing Lender", "Permitted Portfolio Transaction",
"Reinvestment Assets", "Reinvestment Deferred Amount", "Reinvestment Event",
"Reinvestment Notice", "Reinvestment Prepayment Amount", "Reinstatement
Prepayment Date", "Senior Secured Leverage Ratio", "Subsequent Borrowing",

                                      -5-

<PAGE>

"Total Leverage Ratio", "Unrestricted Assets", and "Unrestricted Subsidiary" and
(ii) inserting the following new definitions in the appropriate alphabetical
order:

          "Additional Mortgaged Property" has the meaning provided in Section
           -----------------------------
5.10(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 and (ii) the terms
and conditions of such Indebtedness shall be reasonably satisfactory to the
Administrative Agent, it being understood that Additional Secured Debt is not
Permitted Debt Refinancing.

          "Affected Loans" has the meaning provided in Section 2.11(g).
           --------------

          "Consent Properties" means the Real Property set forth on Schedule XVI
           ------------------
to this 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 2.11(f)) or (y) deposited in an escrow account with, and otherwise
reasonably satisfactory to, the 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 have become due and payable shall be released to the
Collateral Agent to be applied to Loans, Increasing Rate Term Loans and
Permitted Debt Refinancing as if such amounts were proceeds of an Asset
Disposition being applied pursuant to Section 2.11(f).

          "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 2.11(c) and/or (e) (i.e. that is not required
to be applied to repay Indebtedness pursuant to Section 2.11(f)) 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 Revolving Loan Maturity Date) plus the amounts permitted by clause (x) and
this clause (y) (as to any prior years) and not theretofore utilized.

          "Emergency Capital Expenditures" means all Capital Expenditures which
           ------------------------------
are required on an emergency or expedited basis (a) that the Borrower determines
in good faith to be necessary to comply with or avoid penalties or other
sanctions under any law, regulation, order, settlement or judgment applicable to
the Borrower or any of its Subsidiaries or by which any of

                                      -6-

<PAGE>

their properties may be bound, (b) which are necessary to the operation of any
Hotel or other Real Property, whether or not in the ordinary course of business,
(c) made to avoid loss or damage to life or property or material interruption of
business or (d) to be made to complete a project at a time that Permitted
Expenditures could not be made in such amount pursuant to Section 6.06(h).

          "Emergency Capital Expenditures Amount" means, for each fiscal year of
           -------------------------------------
the Borrower, $25,000,000 plus the amount of Insurance/Condemnation Proceeds
expended by the Borrower, its Subsidiaries and Joint Ventures during such year
to the extent that such expenditure would come within clause (ii) of the
definition of Net Insurance/Condemnation Proceeds.

          "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 Increasing Rate
Term Facility.

          "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 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.

                                      -7-

<PAGE>

          "Loan to Value Ratio" means the ratio (expressed as a percentage) of
           -------------------
the aggregate principal amount of Indebtedness incurred or issued pursuant to
one incurrence or issuance under Section 6.02(m) to the aggregate value of the
assets pledged or mortgaged to secure such Indebtedness (as determined in good
faith by the Borrower).

          "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 Increasing Rate Term Loans (or under any Permitted Debt
Refinancing that refinances same) and (z) the Revolving Commitments (or the
commitments under any Permitted Debt Refinancing that refinances the Revolving
Loan Facility).

          "Maximum Permitted Expenditures Amount" means, for each fiscal year of
           -------------------------------------
the Borrower, (i) $125,000,000 plus (ii) the lesser of (x) the portion of the
Maximum Permitted Expenditures Amount for the immediately preceding fiscal year
not utilized to make Permitted Expenditures and (y) $30,000,000.

          "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 2.11(f), 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

                                      -8-

<PAGE>

contractually required distributions and other payments made to other interest
holders of such Subsidiary in connection with the receipt thereof.

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

          "Non-Guarantor Subsidiary" shall mean any Subsidiary that is not a
           ------------------------
Subsidiary Guarantor.

          "Permitted Debt Refinancing" means Indebtedness incurred or issued to
           --------------------------
replace or refinance the Indebtedness under the Increasing Rate Term Loan
Facility or the Revolving Loan Facility, 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 and (B) the terms and conditions governing
such Indebtedness shall be substantially similar to the terms and conditions
governing the Increasing Rate Term Loan Facility or the Revolving Loan Facility,
as the case may be, as determined by the Administrative Agent in its sole
reasonable discretion.

          "Permitted Expenditures" means (x) Permitted Acquisitions, (y) Capital
           ----------------------
Expenditures and (z) Investments (which investments may not be made with assets
at the time constituting Mortgaged Properties (except (I) in connection with the
incurrence by a Wholly-Owned Special Purpose Subsidiary of New Secured Debt and
(II) Released Land), other Collateral or Excluded Properties (except in
connection with a transaction permitted under Section 6.03(q)) in (i) a
Non-Guarantor Subsidiary, (ii) a Permitted Mezzanine Investment Entity and/or
(iii) a Joint Venture, with the amount of a Permitted Expenditure made with
assets other than cash or Cash Equivalents to be the fair market value thereof
as determined in good faith by the Borrower; provided that in determining the
aggregate amount of Permitted Expenditures for purposes of complying with
Section 6.06(h), (a) the value of property contributed by the Borrower or any
Subsidiary to (I) a Wholly-Owned Special Purpose Subsidiary in connection with
its incurrence of New Secured Debt or Existing Mortgage Refinancing secured by
such property and (II) a Joint Venture to the extent all of the Borrower's or
Subsidiary's equity ownership interests in such Joint Venture are subjected to
the Lien of the Security Documents and (b) loans to and equity invested in the
new owner of properties disposed of in a Permitted Structured Disposition shall
not be deemed to constitute Permitted Expenditures.

          "Permitted Investments" has the meaning provided in Section 6.06.
           ---------------------

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

          "Permitted Structured Disposition" means an Asset Disposition or
           --------------------------------
series of Asset Dispositions to the extent (x) in connection therewith, the
Borrower or any Subsidiary provides equity or debt financing to the new owner of
the assets the subject of such Asset Disposition and (y) as a result of such
equity or debt financing being provided, generates, in the opinion of the Chief
Financial Officer of the Borrower, greater Net Cash Proceeds at the time of such
Asset Disposition (on an after-tax basis without taking any offsetting losses
into account) than would

                                      -9-

<PAGE>

have been generated (on an after-tax basis without taking any offsetting losses
into account) if such Asset Disposition had been made for 100% Cash
Consideration on a non-tax structured basis.

          "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 5.10(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.

          "Released Land" means non-income generating undeveloped land
           -------------
neighboring a Hotel subject to a Mortgage, which land is included in such
Mortgaged Property subject to such Mortgage, to the extent such land is
ancillary to, and not required by, the operation of such Hotel, which land has,
at the request of the Borrower, been released by the Collateral Agent from the
Lien of such Mortgage (and which land is hereby authorized to be so released
provided that such land shall, concurrently with such release, be contributed or
transferred to a Joint Venture, and the ownership interests of such Joint
Venture held by the Borrower and its Subsidiaries shall be subjected to the Lien
of the Security Documents).

          "Required Consents" has the meaning provided in Section 5.10(a).
           -----------------

          "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.

          5.   Section 2.08(a) of the Credit Agreement is hereby amended by
deleting the reference "Section 2.11(e)" appearing therein and inserting the
reference "Section 2.11(h)" in lieu thereof.

          6.   Section 2.09 of the Credit Agreement is hereby amended by (x)
inserting in clause (b) thereof after the second reference to "Total Revolving
Commitment" the phrase "pursuant to this Section 2.09(b)" and (y) deleting
clauses (d) and (e) in their entirety.

                                      -10-

<PAGE>

          7.   Section 2.11 of the Credit Agreement is hereby amended by (i)
deleting clauses (c), (d) and (f) in their entirety; (iii) redesignating clause
(e) as clause (h); and (iv) inserting therein the following new clauses (c),
(d), (e), (f) and (g) immediately following clause (b) thereof:

          "(c) In addition to any other mandatory prepayments pursuant to this
Section 2.11, 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 2.11(f).

          (d)  In addition to any other mandatory prepayments pursuant to this
Section 2.11, 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 2.11(f).

          (e)  In addition to any other mandatory prepayments pursuant to this
Section 2.11, 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 2.11(f).

          (f)  The Net Cash Proceeds required to be applied in accordance with
this Section 2.11(f) 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 (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 Loans, Increasing Rate
Term Loans (or any Permitted Debt Refinancing that refinanced same) and loans
(if any) under any Permitted Debt Refinancing that refinanced the Revolving Loan
Facility, pro rata (based on the principal amount of Term Loans then
outstanding, the principal amount of Increasing Rate Term Loans then outstanding
(or of the loans under any Permitted Debt Refinancing that refinanced the same)
and the then Total Revolving Commitment (or the total commitments under any
Permitted Debt Refinancing that refinanced the Revolving Loan Facility)), with
any repayment of Revolving Loans pursuant to this Section 2.11(f) 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 in the amount of such repayment.

          (g)  If the Borrower is required by this Section 2.11 (other than
Section 2.11(h)) to repay any Eurodollar Loans and such prepayment will result
in the Borrower being required to pay breakage costs under Section 2.16 (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

                                      -11-

<PAGE>

to be repaid, the Borrower may elect to deposit 100% (or such lesser percentage
elected by the 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)."

          8.   Article III of the Credit Agreement is hereby amended by (i)
changing the reference in Section 3.02 thereof to "December 31, 1998" to read
"December 31, 2000", (ii) adding at the end of said Section 3.02 the phrase
"other than as described in filings made by the Borrower during 2001 with the
SEC and/or as described in periodic financial reports delivered to the
Administrative Agent by the Borrower during 2001" and (iii) deleting the phrase
"and in good standing" the three places it appears in Section 3.03.

          9.   Section 4.02 of the Credit Agreement is hereby amended by (x)
deleting all of clause (a) thereof prior to the phrase "shall be" and inserting
the phrase "Each of the representations and warranties of the Borrower contained
in Sections 3.02, 3.03, 3.04, 3.05, 3.06 and 3.16 of this Agreement" and (y)
inserting after the reference to "Default" in clause (b) thereof the phrase
"under Section 7.01".

          10.  The preamble to Article V of the Credit Agreement is hereby
amended by deleting the phrase "(and each of its Unrestricted Subsidiaries with
respect to Section 5.12 described below)".

          11.  Section 5.02 of the Credit Agreement is hereby amended by (x)
changing the reference in the first sentence thereof to "clause (i)" to read
"clauses (j) and (k)" and (y) deleting the text "Reinvestment Events" in both
instances where it appears in Section 5.02(f) and inserting the text "Exchanges"
in lieu thereof.

          12.  Section 5.02 of the Credit Agreement is hereby further amended by
(i) deleting the text "and" appearing at the end of clause (h), (ii)
redesignating clause (i) as clause (k) and (iii) inserting the following new
clauses (i) and (j):

          "(i) as soon as available, and in any event no later than the last day
of the following month after the end of every fiscal month, liquidity, cash flow
and summary operating information for such fiscal month prepared by the Borrower
in a form reasonably satisfactory to the Administrative Agent;

          (j)  promptly after being requested by any Lender, a copy of all Phase
I and Phase II environmental reports obtained by the Sponsors in connection with
their due diligence prior to the consummation of the Transaction; and"

          13.  Section 5.05 of the Credit Agreement is hereby amended by (i)
inserting the phrase ", with such deductibles," immediately following the phrase
"in at least such

                                      -12-

<PAGE>

amounts" appearing in clause (b) thereof, (ii) inserting the word "casualty"
immediately prior to the reference therein to "product liability" and (iii)
inserting the following sentence at the end of such Section:

     "Each such policy of insurance pertaining to the Mortgaged Properties (i)
     shall name the Administrative Agent as an additional insured and/or loss
     payee thereunder with regard to the liability and other similar types of
     insurance and (ii) shall provide for at least 30 days prior written notice
     to Administrative Agent of any modification or cancellation of such
     liability policies."

          14.  Section 5.07 of the Credit Agreement is hereby amended by adding
after the reference therein to "Promptly" the phrase "after the Borrower has
knowledge thereof".

          15.  Section 5.10(a) of the Credit Agreement is hereby amended to read
in its entirety as follows:

          "(a) At the expense of the Borrower, (i) make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time
(subject to the rights and interests in connection with Liens permitted by
Section 6.03(g)) such customary 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 Security Documents
as the Collateral Agent may reasonably require, (ii) use commercially reasonable
efforts to obtain, with respect to each Consent Property, the consents required
to be obtained to permit such Consent Property to be subjected to the Lien of
the Security Documents (the "Required Consents") and (iii) in the event that (w)
any Loan Party (or any Person then required to become a Loan Party under Section
5.10(b)) acquires a Real Property Asset (including pursuant to any Exchange
other than an Exchange in respect of an Excluded Property not constituting a
Mortgaged Property) and such interest has not otherwise been made subject to the
Lien of the Security Documents in favor of the Collateral Agent, (x) any Real
Property subject to a Lien securing Existing Mortgage Debt becomes Unencumbered
(other than temporarily with respect to Exchanges and Existing Mortgage
Refinancings), (y) the Required Consents are obtained in respect of any Consent
Property and/or (z) any Loan Party owns any Excluded Property that has not been
pledged, mortgaged or otherwise encumbered as of the first anniversary of the
Second Amendment and Restatement Date, then the Person (which if not theretofore
a Loan Party shall become a Loan Party as otherwise provided for in Section
5.10(b)) acquiring such Real Property Asset or owning such newly Unencumbered
Real Property or such Consent Property shall promptly (and in any event within
(I) 60 days of the date of the occurrence of the respective event described in
clauses (ii)(w), (ii)(x) or (ii)(y) above (or if the Real Property Asset being
acquired is under development, the date of the completion of construction on or
development of such Real Property Asset) or (II) with respect to such Excluded
Properties, 60 days after such first anniversary of the Second Amendment and
Restatement Effective Date) (unless, in a situation not involving (m) receiving
Real Property upon an Exchange of a Mortgaged Property or (n) the required
mortgaging of an Excluded Property, the Administrative Agent otherwise consents,
in its reasonable discretion, based on the economic or other burdens (including
without limitation high mortgage or other filing taxes) of effecting the
following): execute and deliver to the Administrative Agent (1) a Mortgage and
other customary documents ancillary thereto (each

                                      -13-

<PAGE>

such Real Property Asset mortgaged pursuant hereto, an "Additional Mortgaged
Property"), (2) an opinion of counsel (which counsel shall be reasonably
satisfactory to the Administrative Agent) in the state or province in which such
Additional Mortgaged Property is located with respect only as to the
enforceability of the Mortgage to be recorded in such state and otherwise in
form and substance reasonably satisfactory to the Administrative Agent, subject
to customary assumptions, qualifications and exceptions, (3) such financing
statements, instruments and other customary ancillary documents to be filed as a
matter of record in connection with the granting and perfection of the Liens and
security interests of the Mortgages in the jurisdiction of such Additional
Mortgaged Property, and (4) such other documents as the Administrative Agent
deems reasonably necessary or advisable to create in favor of the Collateral
Agent, for the benefit of the Lenders a valid and enforceable, first-priority
perfected security interest in and Lien on such Additional Mortgaged Property
superior to and prior to the rights of all third Persons and subject to no other
Liens (except for Permitted Liens), in each case in form and substance
reasonably satisfactory to the Administrative Agent and consistent with
customary practice in the applicable jurisdiction."

          16.  Article V of the Credit Agreement is hereby amended by (i)
deleting Section 5.11 in its entirety, (ii) renaming Section 5.12 as Section
5.11, (iii) deleting in current Section 5.12 the phrase "Unrestricted Subsidiary
or" and (iv) changing the last sentence thereof to read:

     "Finally, neither the Borrower nor any of its Subsidiaries shall take any
     action, or conduct its affairs in a manner, which could result in the
     assets and liabilities of the Borrower or any of its Subsidiaries being
     substantively consolidated with those of any Joint Venture in a bankruptcy,
     reorganization or other insolvency proceeding."

          17.  Section 6.01 of the Credit Agreement is hereby amended to read in
its entirety as follows:

          "SECTION 6.01. Interest Coverage Ratio. Permit the Interest Coverage
                         -----------------------
Ratio (x) for any Test Period ending on or prior to September 30, 2003, to be
less than 1.05 to 1.00 and (y) for any Test Period ending on or after December
31, 2003, to be less than 1.25 to 1.00."

          18.  Section 6.02(d) of the Credit Agreement is hereby amended by (x)
deleting the phrase "increasing, or" therein and (y) adding after the phrase
"Liens on assets" therein the phrase "(other than as permitted under Section
6.03(q))".

          19.  Section 6.02(f) of the Credit Agreement is hereby amended to read
in its entirety as follows:

          "(f) (i) Indebtedness of the Borrower (A) of not more than
     $482,000,000 in respect of the Increasing Rate Term Loan Facility and/or
     (B) in respect of any Senior Notes or Additional Secured Debt, the proceeds
     of which are applied as required in Section 2.11 and (ii) Guarantee
     Obligations of any Subsidiary Guarantor in respect of Indebtedness incurred
     pursuant to clause (f)(i);".

          20.  Section 6.02(i) of the Credit Agreement is hereby amended to read
in its entirety as follows:

                                      -14-



<PAGE>

          "(i) any Permitted Debt Refinancing;".

          21.  Section 6.02 of the Credit Agreement is hereby further amended by
(i) deleting the word "and" appearing at the end of clause (k) thereof and (ii)
deleting clause (l) in its entirety and inserting the following new clauses (l)
and (m) in lieu thereof:

          "(l) Indebtedness in an aggregate principal amount not to exceed
$15,000,000 at any time outstanding secured by Liens under the Security
Documents (on a pari passu basis with the Obligations as set forth therein); and

          (m)  Indebtedness not otherwise permitted by the foregoing provisions
in this Section 6.02 to the extent secured by Liens permitted by Section
6.03(r)."

          22.  Section 6.03(f) of the Credit Agreement is hereby amended by
inserting after the reference therein to "refinancings" the phrase ",
refundings, renewals or extensions".

          23.  Section 6.03(h) of the Credit Agreement is hereby amended by
adding at the end thereof prior to the semicolon the phrase "(which Liens will
secure pari passu all secured Permitted Debt Refinancing and all Additional
Secured Debt)".

          24.  Section 6.03(k) of the Credit Agreement is hereby amended by
deleting the reference "Sections 6.02(h), (i) and (j)" and inserting the
reference "Section 6.02(h)" in lieu thereof.

          25.  Section 6.03 of the Credit Agreement is hereby further amended by
(i) deleting the word "and" appearing at the end of clause (o) thereof, (ii)
deleting the period appearing at the end of clause (p) and inserting a semicolon
in lieu thereof and (iii) inserting the following new clauses (q) and (r)
immediately following clause (p) thereof:

          "(q) Liens granted after the Second Amendment and Restatement
     Effective Date to encumber any Excluded Property in connection with a
     Specified Purpose; and

          (r)  Liens on Real Property (x) included in the Mortgaged Properties
     immediately prior to the granting of such Liens and/or (y) constituting
     Excluded Properties (whether or not then Mortgaged Properties) to secure
     Indebtedness incurred after the Second Amendment and Restatement Effective
     Date not permitted by Sections 6.02(a) through (m), provided that (i) such
     Liens are created concurrently with the incurrence of such Indebtedness,
     (ii) the value of all Real Property subject to the Liens permitted by this
     clause (r) (determined for any Mortgaged Property at the time released from
     the Collateral to secure Indebtedness pursuant to this clause (r) or for
     Excluded Properties not then included in the Collateral at the time such
     Lien is created) shall not exceed $350 million in the aggregate and (iii)
     the Loan to Value Ratio of any such Indebtedness to the Real Property
     securing same shall not be less than 60% at the time of the incurrence of
     such; it being agreed that the Collateral Agent will release Real Property
     from the Liens created by the Security Documents without the consent or
     action of any other Lender to the extent appropriate to give effect this
     clause (r), provided that notwithstanding any other provision of this
     Agreement, the $350 million limit set forth

                                      -15-

<PAGE>

     above in this clause (r) may be increased with (and only with) the consent
     of the Majority Lenders as set forth above".

          26.  Section 6.04 of the Credit Agreement is hereby amended by (x)
changing the "; and" at the end of clause (c) thereof to a period and (y)
deleting all of clause (d) thereof.

          27.  Section 6.05(a) of the Credit Agreement is hereby amended by
deleting (x) the reference therein to "(i)" and (y) the phrase "and (ii)
Unrestricted Assets".

          28.  Section 6.05(c) of the Credit Agreement is hereby amended in its
entirety to read as follows:

          "(c) a transaction involving a like-kind exchange under, pursuant to
and in compliance with Section 1031 of the Code ("Exchanges"); provided that (x)
the property received by the Borrower or its Subsidiary upon an Exchange of a
Mortgaged Property or Excluded Property must be a Real Property Asset and (y)
within five Business Days following the date of consummation of any Exchange,
the Borrower shall deliver a Net Cash Proceeds Notice with respect thereto and
any Net Cash Proceeds in respect thereof shall applied in accordance with
Section 2.11(f);".

          29.  Section 6.05(d) of the Credit Agreement is hereby amended in its
entirety to read as follows:

          "(d) Asset Dispositions (including pursuant to Buy/Sell Agreements)
which in each case shall be for an amount equal to at least the fair market
value thereof (as determined by the senior management of the Borrower) for at
least 75% Cash Consideration (other than in connection with a Timeshare
Development Transaction, the Disposition of which shall not be subject to such
limitation); provided that (i) within five Business Days following the date of
consummation of any such Asset Disposition, the Borrower shall deliver a Net
Cash Proceeds Notice and any Net Cash Proceeds thereof shall be applied as
required under Section 2.11(f) and (ii) such Asset Disposition may be for less
than 75% Cash Consideration if it constitutes a Permitted Structured
Disposition;".

          30.  Section 6.05 of the Credit Agreement is hereby further amended by
(i) deleting the word "and" appearing at the end of clause (h) thereof, (ii)
replacing the period appearing at the end of clause (i) thereof with a semicolon
and (iii) inserting the following new clauses (j) and (k):

          "(j) Designated Excluded Properties Sales; and

          (k)  Liens permitted by Section 6.03."

          31.  Section 6.06 of the Credit Agreement is hereby amended by (x)
inserting after the reference to "Person" in the preamble the phrase "or make
any Capital Expenditures" and (y) inserting the phrase "for the following
("Permitted Investments")" immediately following the word "except" appearing in
the preamble thereof.

                                      -16-

<PAGE>

          32.  Section 6.06(d) of the Credit Agreement is hereby amended by
adding after the first reference to "non-Wholly-Owned Subsidiary" therein the
phrase "entered into prior to the Second Amendment and Restatement Effective
Date".

          33.  Section 6.06(f) of the Credit Agreement is hereby amended by (x)
replacing the reference to "the proviso in (g) below" with the phrase "clause
(h) below" and (y) adding at the end of such Section the phrase "and provided
further that any Investment permitted by this Section 6.06(f) that constitutes,
directly or indirectly, a Permitted Expenditure can only be made if permitted by
Section 6.06(h)".

          34.  Section 6.06(g) of the Credit Agreement is hereby deleted and a
new section 6.06(g) is added to read: "(g) Investments constituting Exchanges;"
and Section 6.06(h) of the Credit Agreement is hereby amended by deleting the
defined term "Permitted Acquisitions" appearing therein and inserting in lieu
thereof the following:

     "Permitted Expenditures, provided that (i) the aggregate amount expended
     for all Permitted Expenditures, other than Emergency Capital Expenditures,
     in any year shall not exceed the Maximum Permitted Expenditure amount for
     such year and (ii) the aggregate Emergency Capital Expenditures made in any
     year shall not exceed the Emergency Capital Expenditure Amount for such
     year; or".

          35.  Section 6.06(i) of the Credit Agreement is hereby deleted and
Section 6.06(j) is hereby amended to read in its entirety as follows:

          "(i) Investments by the Borrower and its Subsidiaries received as
non-cash consideration for, or remaining after giving effect to, any Disposition
permitted by Section 6.05(c), (d) and (e); provided that such assets
                                           --------
constituting such non-cash consideration shall be pledged to the Collateral
Agent as collateral to secure the Obligations of the Borrower and its
Subsidiaries."

          36.  Section 6.07 is hereby amended by (i) deleting clause (b) thereof
in its entirety, (ii) redesignating clause (c) thereof as clause (b)
redesignating clause (d) thereof as clause (c) and redesignating clause (e)
thereof as clause (d) and (iii) deleting the last paragraph thereof in its
entirety.

          37.  Section 6.08 of the Credit Agreement is hereby amended in its
entirety to read as follows:

          "SECTION 6.08 Payments and Modifications of Certain Debt Instruments,
                        ------------------------------------------------------
Preferred Stock and Company Documents. (a) Make or offer to make any payment,
-------------------------------------
prepayment, repurchase or redemption of or otherwise defease or segregate funds
with respect to Senior Notes or any Permitted Debt Refinancing incurred to
refinance the Increasing Rate Term Loan Facility other than interest payments
expressly required by the terms thereof, (b) amend, modify, waive or otherwise
change, or consent or agree to any amendment, modification, waiver or other
change to, any of the terms of any Senior Note Indenture, or the Increasing Rate
Term Loan Facility or any Indebtedness assumed or issued to replace or refinance
the Increasing Rate Term Loan Facility or Revolving Loan Facility (including any
Permitted Debt Refinancing) but other than any such amendment, modification,
waiver or other change that (i) would extend the

                                      -17-

<PAGE>

maturity or reduce the amount of any payment of principal thereof or reduce the
rate or extend any date for payment of interest thereon and (ii) does not
involve the payment of a consent fee, (c) amend, modify, waive or otherwise
change, or consent or agree to any amendment, modification, waiver or other
change to, any of the terms of the New Preferred Stock in a manner which (x)
would increase the amount of Dividends or shorten the time of payments thereon,
shorten the time for any scheduled redemption, or increase the amount thereof or
add any additional rights to the holders thereof to receive mandatory
redemptions or add covenants restricting the operations of the Borrower and its
Subsidiaries (other than Special Purpose Subsidiaries) or (y) would be
reasonably likely to be materially adverse to the Lenders or (d) amend, modify
or change its certificate of incorporation or articles of incorporation
(including, without limitation, by the filing or modification of any certificate
of designation) articles of association or certificate of formation limited
liability company agreement by-laws (or the equivalent organizational documents)
which would be reasonably likely to be materially adverse to the Lenders."

          38.  Section 6.09 of the Credit Agreement is hereby amended to read in
its entirety as follows:

          "SECTION 6.09 Transactions with Affiliates. Enter into any
                        ----------------------------
     transaction, including any purchase, sale, lease or exchange of assets, the
     rendering of any service or the payment of any management, advisory or
     similar fees, with any Affiliate (other than the Borrower or any
     Subsidiary) unless such transaction is (a) otherwise permitted under this
     Agreement, (b) in the ordinary course of business of the Borrower or such
     Subsidiary, as the case may be, and (c) upon fair and reasonable terms no
     less favorable to the Borrower or such Subsidiary, as the case may be, than
     it would obtain in a comparable arm's length transaction with a Person that
     is not an Affiliate; provided that the following shall in any event be
     permitted: (i) the Transaction; (ii) intercompany transactions among the
     Borrower and its Wholly-Owned Subsidiaries, and its other Subsidiaries, and
     loans and advances to current and former employees, to the extent expressly
     permitted by Sections 6.06 and 6.07, shall be permitted; (iii) the Borrower
     and its Subsidiaries may enter into employment arrangements with respect to
     the procurement of services with their respective officers and employees in
     the ordinary course of business; (iv) the payment of consulting or other
     fees to the Borrower by any of its Subsidiaries in the ordinary course of
     business, and (v) the Borrower may make payments in respect of indemnity
     obligations, purchase price adjustments and other similar payments pursuant
     to the Securities Purchase Agreement. In no event shall any management,
     consulting or similar fee be paid or payable by the Borrower or any of its
     Subsidiaries to any Person except as specifically provided in this Section
     6.09 other than pursuant to employment and severance agreements approved by
     the compensation committee of Borrower's Board of Directors, provided,
     however, that in no event shall any management, consulting or similar fees
     be paid or payable to any of the Sponsors or any of their Affiliates."

          39.  Section 6.17 of the Credit Agreement is hereby deleted in its
entirety.

          40.  Section 7.03 of the Credit Agreement is amended to read in its
entirety as follows:

                                      -18-



<PAGE>

          "SECTION 7.03 Covenants. (a) The Borrower shall default in the
                        ---------
     observance or due performance of any term, covenant or agreement contained
     in Article 5 or Article 6 or other term, covenant or agreement contained in
     this Agreement or any other Loan Document (except as provided otherwise in
     this Section 7.03 or in this Article 7), provided that if such covenant
     breach was not intentional and is susceptible of being cured, the Borrower
     shall have the right to cure such covenant breach within thirty (30) days
     of receipt of notice from the Administrative Agent;

          (b)  the Borrower shall default in the observance or due performance
     of any term, covenant or agreement contained in Sections 5.01, 5.02,
     5.07(a) and (e), 5.10, 6.03, 6.04, 6.06, 6.07, 6.08, 6.13, 6.14, 6.15 and
     6.17; or

          (c)  the Borrower shall default in the observance of the provisions
     set forth in Section 6.01 and such default shall continue unremedied for a
     period of 60 days after notice by the Borrower to the Administrative Agent;
     provided that equity contributed to or issued by the Borrower during such
     60 day period shall be added to and included in the determination of EBITDA
     for the Borrower as provided in the definition of EBITDA."

          41. Section 7.04 of the Credit Agreement is hereby amended in its
entirety as follows:

          "SECTION 7.04 Default Under Other Agreements. The Borrower or any of
                        ------------------------------
its Subsidiaries shall (i) default in making any payment of any principal of any
Indebtedness (including any Guarantee Obligation in respect of Indebtedness, and
the Increasing Rate Term Loans but excluding the Loans and Non-Recourse
Indebtedness) on the scheduled or original due date with respect thereto beyond
the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created or otherwise given in writing by the holder or
beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder
or beneficiary); or (ii) default in making any payment of any interest on any
such Indebtedness beyond the period of grace, if any, provided in the instrument
or agreement under which such Indebtedness was created or otherwise given in
writing by the holder or beneficiary of such Indebtedness (or a trustee or agent
on behalf of such holder or beneficiary); or (iii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, and any
grace period applicable thereto shall have expired; the effect of which default
or other event or condition described in clauses (i), (ii) or (iii) above is to
cause, or permit the holder or beneficiary of such Indebtedness or a trustee or
agent on behalf of such Holder or beneficiary to cause, with the giving of
notice of refund, such Indebtedness to become due prior to its stated maturity
or (in the case of any such Indebtedness constituting a Guarantee Obligation) to
become payable; provided, that a default, event or condition described in clause
(i), (ii) or (iii) of this Section 7.04 shall not at any time constitute a
Default or an Event of Default unless, at such time, one or more defaults,
events or conditions of the type described in clauses (i), (ii) and (iii) above
shall have occurred and be continuing with respect to such Indebtedness, such
Indebtedness shall have become due and payable and the outstanding principal
amount of such Indebtedness shall exceed in the aggregate $25,000,000; or".

                                      -19-

<PAGE>

          42.  Section 7.08 of the Credit Agreement is hereby amended by
inserting the following text immediately preceding the semicolon at the end of
said Section:

          ", or any Loan Party shall default in the observance or due
performance of any term, covenant or agreement contained in the Security
Documents and such default, if not a default in delivering Collateral (other
than Intercompany indebtedness) or effecting necessary filings or recordings (or
providing authorization to the Collateral Agent to permit it to make necessary
filings and/or recordings) shall continue unremedied for a period of 30 days
after notice to the Borrower from the Administrative Agent or the Required
Lenders; or".

          43.  Section 8.01(b) of the Credit 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);"

          44.  It is hereby agreed by all parties that, until such time as
Mortgages with respect to at least 90% of the Mortgaged Properties listed on
Schedule XIV hereto have been recorded in the appropriate recording offices, no
Revolving Loan and no Swingline Loan, may be incurred, or no new Letter of
Credit may be issued, if, after giving effect to such incurrence or issuance,
the aggregate Revolving Extensions of Credit of all Lenders would exceed
$400,000,000.

          45.  Annex A to the Credit Agreement is hereby deleted in its
entirety.

          46.  The Credit Agreement is hereby further amended by deleting
Schedules I, II and VI and inserting new Schedules XIV, XV and XVI attached
hereto.

          47.  Notwithstanding anything to the contrary contained in the Credit
Agreement, the Lenders hereby consent to the amendments, consents or other
modifications to the Increasing Rate Term Loan Facility, dated as of January 16,
2002 substantially in the form attached as Annex I hereto.

          48.  It is hereby agreed that upon the request of the Majority Lenders
and the agreement by the Majority Lenders to pay any mortgage tax or other
recordation tax related thereto, the Borrower will execute and deliver a
Mortgage and other customary documents in connection with the granting and
perfection of Liens and security interests on the Wyndham Gardens Hotel located
in East Elmhurst, New York (Wyndham LaGuardia).

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

                                      -20-

<PAGE>

warranties contained in the Credit 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).

          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 Credit Agreement or any other Credit 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) each Loan Party owning a Mortgaged Property listed on Schedule
XIV attached hereto shall have executed and delivered to the Administrative
Agent with respect to such Mortgaged Property: (w) a Mortgage and other
customary documents ancillary thereto, (x) an opinion of counsel in the state in
which such Mortgaged Property is located with respect to only the enforceability
of the Mortgage to be recorded in such state and otherwise in form and substance
reasonably satisfactory to the Administrative Agent, subject to customary
assumptions, qualifications and exceptions, (y) such financing statements,
instruments and other customary ancillary documents to be filed as a matter of
record in connection with the granting and perfection of the Liens and security
interests of the Mortgages in the jurisdiction of such Mortgaged Property, and
(z) such other documents as the Administrative Agent deems reasonably necessary
or advisable to create in favor of the Collateral Agent, for the benefit of the
Lenders a valid and enforceable, first-priority perfected security interest in
and Lien on such Mortgaged Property superior to and prior to the rights of all
third Persons and subject to no other Liens (except for Permitted Liens), in
each case in form and substance reasonably satisfactory to the Administrative
Agent and consistent with customary practice in the applicable jurisdiction;

                                      -21-

<PAGE>

provided that notwithstanding anything to the contrary contained in this Section
5, the parties agree that (x) so long as the Loan Parties are satisfying such
conditions on a continuing basis during such period, the Loan Parties shall have
to and including February 28, 2002 to satisfy all of the conditions in clauses
(ii), (iii), (iv), (v),(vi) and (vii) of the this Section 5 and (y) the failure
of the Loan Parties to complete all such conditions by February 28, 2002 shall
constitute an Event of Default unless waived by the Majority Lenders.

          (iii) each Person theretofore a Loan Party and each Subsidiary then
first becoming a Loan Party shall have executed and delivered to the
Administrative Agent (x) an amended and restated Guaranty and Collateral
Agreement which will include in the Collateral, inter alia, all management
                                                ----- ----
agreements, franchise agreements and intellectual property, (y) such financing
statements, instruments and other customary ancillary documents to be filed as a
matter of record in connection with the granting and perfection of the Liens and
security interests in such Collateral, in the appropriate filing offices and (z)
such other documents as the Administrative Agent deems reasonably necessary or
advisable to create in favor of the Collateral Agent, for the benefit of the
Lenders a valid and perfected security interest in and Lien on the proceeds of
such Collateral, superior to and prior to the rights of all third Persons and
subject to no other Liens (except for Permitted Liens) in each case in form and
substance reasonably satisfactory to the Administrative Agent and consistent
with customary practice in the applicable jurisdiction;

          (iv)  the Administrative Agent shall have received from each Loan
Party certified copies of resolutions of the Board of Directors of such Credit
Party with respect to the matters set forth in this Second Amendment and
Restatement and such resolutions shall be satisfactory to the Administrative
Agent;

          (v)   the Administrative Agent shall have received from each Loan
Party to the extent not previously delivered pursuant to the Credit Agreement a
certificate, dated the Second Amendment and Restatement Effective Date,
substantially in the form of Exhibit E to the Credit Agreement with appropriate
insertions, together with copies of the Certificate of Incorporation, By-Laws,
operating agreement or other equivalent organizational documents of such Loan
Party and the resolutions of such Loan Party referred to in such certificate,
and the foregoing shall be reasonably satisfactory to the Administrative Agent;

          (vi)  the Administrative Agent shall have received from Skadden, Arps,
Slate, Meagher & Flom LLP, special counsel to the Loan Parties, an opinion
addressed to the Administrative Agent, the Collateral Agent and each of the
Lenders and dated the Second Amendment and Restatement Effective Date in form
and substance satisfactory to the Administrative Agent and the Required Banks,
and covering such matters incident to this Second Amendment and Restatement as
the Administrative Agent may reasonably request (including an opinion as to the
perfection of security interests in the assets of the Borrower and its
Subsidiaries granted pursuant to the Security Documents);

          (vii) the Administrative Agent shall have received to the extent not
previously delivered pursuant to the Credit Agreement (i) the certificates
representing the shares of certificated capital stock pledged pursuant to the
Guaranty and Collateral Agreement, together with an undated stock power for each
such certificate executed in blank by a duly authorized

                                      -22-

<PAGE>

officer of the pledge thereof and (ii) each promissory note pledged to the
Administrative Agent pursuant to the Guaranty and Collateral Agreement endorsed
(without recourse) in blank (or accompanied by an executed transfer form in
blank) by the pledgor thereof;

          (viii) an amendment and restatement of the Increasing Rate Term Loan
Facility effecting (to the extent required) the amendments included herein shall
have become effective;

          (ix)   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 Term Loans and of the Revolving Commitment of such
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 Credit Agreement and the other Credit Documents to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.

                                    * * * * *

                                      -23-

<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: Executive Vice President
                                                and Chief Financial Officer


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


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


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


                                      By /s/ DANIEL POMBO
                                        ----------------------------------------
                                         Title: Daniel Pombo
                                                Vice President

<PAGE>

                                BEAR STEARNS CORPORATE LENDING INC.


                                By: /s/ VICTOR BULZACCHELLI
                                   --------------------------------------------
                                   Name:  Victor Bulzacchelli
                                   Title: Managing Director

<PAGE>

                                NAME OF LENDER:
                                BEAR STEARNS INVESTMENT PRODUCTS INC.


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

<PAGE>

                                Grayston CLO 2001-01 Ltd.
                                By: Bear Stearns Asset Management Inc.
                                as its Collateral Manager


                                By: /s/ NEILL D. ROSENSWEIG
                                   --------------------------------------------
                                   Name:  Neill D. Rosensweig
                                   Title: Associate Director

<PAGE>

                                J.P. MORGAN 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>

                                MASTER SENIOR FLOATING RATE TRUST


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

<PAGE>

                                AMMC CDO I, LIMITED
SECOND AMENDMENT AND             By: American Money Management Corp.,
RESTATEMENT TO THE                   as Collateral Manager
CREDIT AGREEMENT AMONG
WYNDHAM INTERNATIONAL, INC.     By: /s/ DAVID P. MEYER
                                   --------------------------------------------
                                   Name:  David P. Meyer
                                   Title: Vice President

<PAGE>

                                NATIONAL WESTMINSTER BANK PLC
SECOND AMENDMENT AND             By: NarWest Capital Markets Limited, its Agent
RESTATEMENT TO THE               By: Greenwich Capital Markets, Inc., its Agent
CREDIT AGREEMENT AMONG
WYNDHAM INTERNATIONAL, INC.     By: /s/ HARRY PASCHALIDIS
                                   --------------------------------------------
                                   Name:  Harry Paschalidis
                                   Title: Vice President

<PAGE>

                                ARES Leveraged Investment Fund, L.P.

                                By:  ARES Management, L.P.
                                Its: General Partner



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

<PAGE>

                                ARES Leveraged Investment Fund II, L.P.

                                By:  ARES Management II, L.P.
                                Its: General Partner



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

<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>

                                Ares V CLO Ltd.

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

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


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

<PAGE>

                                NAME OF LENDER:


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


                                OAK HILL SECURITIES FUND, L.P.

                                By: Oak Hill Securities GenPar, L.P.
                                    its General Partner

                                By: Oak Hill Securities MCP, Inc.,
                                    its General Partner


                                By: /s/ SCOTT D. KRASE
                                   ---------------------------------------------
                                   Name:  Scott D. Krase
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:


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


                                OAK HILL SECURITIES FUND II, L.P.

                                By: Oak Hill Securities GenPar II, L.P.
                                    its General Partner

                                By: Oak Hill Securities MCP II, Inc.,
                                    its General Partner


                                By: /s/ SCOTT D. KRASE
                                   ---------------------------------------------
                                   Name:  Scott D. Krase
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:


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


                                OAK HILL CREDIT PARTNERS I, LIMITED

                                By: Oak Hill CLO Management, LLC
                                    as Investment Manager


                                By: /s/ SCOTT D. KRASE
                                   ---------------------------------------------
                                   Name:  Scott D. Krase
                                   Title: Authorized Person

<PAGE>

                                TYLER TRADING, INC.


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

<PAGE>

                                ELT LTD.


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

<PAGE>

                                JUPITER FUNDING TRUST


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

<PAGE>

                                LANDMARK CDO LIMITED,
                                By: Aladdin Asset Management LLC
                                    as Manager


                                /s/ JOHN M. JOHNSON
                                ------------------------------------------------
                                Name:  John M. Johnson
                                Title: Authorized Signatory

<PAGE>

                                ELC (Cayman) Ltd. 1999-II, as a Lender

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


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

<PAGE>

                                ELC (Cayman) Ltd. CDO Series 1999-I,
                                as a Lender

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


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

<PAGE>

                                ELC (Cayman) Ltd. 1999-III, as a Lender

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


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

<PAGE>

                                NAME OF LENDER:

                                SENIOR DEBT PORTFOLIO
                                By: Boston Management and Research
                                    as Investment Advisor


                                By: /s/ PAYSON F. SWAFFIELD
                                   ---------------------------------------------
                                   Name:  Payson F. Swaffield
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                EATON VANCE SENIOR INCOME TRUST
                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR


                                By: /s/ PAYSON F. SWAFFIELD
                                   ---------------------------------------------
                                   Name:  Payson F. Swaffield
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR


                                By: /s/ PAYSON F. SWAFFIELD
                                   ---------------------------------------------
                                   Name:  Payson F. Swaffield
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                OXFORD STRATEGIC INCOME FUND
                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR


                                By: /s/ PAYSON F. SWAFFIELD
                                   ---------------------------------------------
                                   Name:  Payson F. Swaffield
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                EATON VANCE CDO III, LTD.
                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR


                                By: /s/ PAYSON F. SWAFFIELD
                                   ---------------------------------------------
                                   Name:  Payson F. Swaffield
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                EATON VANCE CDO IV, LTD.
                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR


                                By: /s/ PAYSON F. SWAFFIELD
                                   ---------------------------------------------
                                   Name:  Payson F. Swaffield
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                COSTANTINUS EATON VANCE CDO V, LTD.
                                BY: EATON VANCE MANAGEMENT
                                    AS INVESTMENT ADVISOR


                                By: /s/ PAYSON F. SWAFFIELD
                                   ---------------------------------------------
                                   Name:  Payson F. Swaffield
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                GRAYSON & CO.
                                BY: BOSTON MANAGEMENT AND RESEARCH
                                    AS INVESTMENT ADVISOR


                                By: /s/ PAYSON F. SWAFFIELD
                                   ---------------------------------------------
                                   Name:  Payson F. Swaffield
                                   Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                GOLDMAN SACHS
                                CREDIT PARTNERS LLC


                                By: /s/ DAVID SOKESON
                                   ---------------------------------------------
                                   Name:  David Sokeson
                                   Title: Vice President

<PAGE>

BATTERSON PARK CBO I

By: General Re-New England Asset Management,
    Inc., as Collateral Manager


By: /s/ SUSAN BOSWORTH
   -----------------------------------------
   Name:  Susan Bosworth
   Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                ALLSTATE LIFE INSURANCE COMPANY


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


                                By:  /s/ PATRICIA W. WILSON
                                   ---------------------------------------------
                                     Name: Patricia W. Wilson
                                     Title: Authorized Signatory

<PAGE>

                                NAME OF LENDER:

                                AIMCO CLO SERIES 2001-A


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


                                By:  /s/ PATRICIA W. WILSON
                                   ---------------------------------------------
                                     Name: Patricia W. Wilson
                                     Title: Authorized Signatory

<PAGE>

                                NAME OF LENDER:

                                AIMCO CDO SERIES 2000-A


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


                                By:  /s/ PATRICIA W. WILSON
                                   ---------------------------------------------
                                     Name: Patricia W. Wilson
                                     Title: Authorized Signatory

<PAGE>

                                NAME OF LENDER:

                                KATONAH II, LTD.


                                By: /s/ LEILA MAUDE
                                   ---------------------------------------------
                                   Name:  Leila Maude
                                   Title: Authorized Officer
                                          Katonah Capital, L.L.C.
                                          as Manager

<PAGE>

                                NAME OF LENDER:

                                AG CAPITAL FUNDING PARTNERS, L.P.,
                                BY: ANGELO, GORDON & CO., L.P.,
                                    AS INVESTMENT ADVISOR


                                By: /s/ JOHN W. FRASER
                                   ---------------------------------------------
                                   Name:  John W. Fraser
                                   Title: Managing Director

<PAGE>

                                NAME OF LENDER:

                                NORTHWOODS CAPITAL, 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:

                                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:

                                NORTHWOODS CAPITAL III, LIMITED
                                BY: ANGELO, GORDON & CO., L.P.,
                                    AS COLLATERAL MANAGER


                                By: /s/ JOHN W. FRASER
                                   ---------------------------------------------
                                   Name:  John W. Fraser
                                   Title: Managing Director

<PAGE>

                                NAME OF LENDER:

                                BANK LENMI USA


                                By: /s/ JOUNG HEE HONG
                                   ---------------------------------------------
                                   Name:  Joung Hee Hong
                                   Title: Vice President

<PAGE>

                                PERSEUS CDO I, LIMITED
                                By: David L. Babson & Company Inc. under
                                delegated authority from Massachusetts
                                Mutual Life Insurance Company as Portfolio
                                Manager


                                By:  /s/ ROBERT FEINGOLD
                                   ---------------------------------------------
                                     Name:  Robert Feingold
                                     Title: Managing Director

<PAGE>

                                MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
                                By: David L. Babson & Company Inc. as
                                Investment Adviser


                                By:  /s/ ROBERT FEINGOLD
                                   ---------------------------------------------
                                     Name:  Robert Feingold
                                     Title: Managing Director

<PAGE>

                                SIMSBURY CLO, LIMITED
                                By: David L. Babson & Company Inc. under
                                delegated authority from Massachusetts
                                Mutual Life Insurance Company as
                                Collateral Manager


                                By:  /s/ ROBERT FEINGOLD
                                   ---------------------------------------------
                                     Name:  Robert Feingold
                                     Title: Managing Director

<PAGE>

                                MASSMUTUAL HIGH YIELD PARTNERS II LLC
                                By: HYP Management, Inc. as Managing
                                Member


                                By:  /s/ JOHN B. WHEELER
                                   ---------------------------------------------
                                     Name:  John B. Wheeler
                                     Title: Managing Director

<PAGE>

                                New York Life Insurance and Annuity
                                Corporation

                                By:  New York Life Investment
                                Management, LLC, its Investment Manager


                                By:  /s/ ANTHONY R. MALLOY
                                   ---------------------------------------------
                                     Name:  Anthony R. Malloy
                                     Title: Director

<PAGE>

                                New York Life Insurance Company


                                By: /s/ ANTHONY R. MALLOY
                                   ---------------------------------------------
                                   Name:  Anthony R. Malloy
                                   Title: Director

<PAGE>

                                NAME OF LENDER:

                                CAPTIVA FINANCE LTD.


                                By: /s/ PAUL COPE
                                   ---------------------------------------------
                                   Name:  Paul Cope
                                   Title: Director

<PAGE>

                                NAME OF LENDER:

                                Sequils-Centurion V, Ltd.
                                American Express Asset Management Group Inc.
                                as Collateral Manager


                                By: /s/ STEVEN B. STAVER
                                   ---------------------------------------------
                                   Name:  Steven B. Staver
                                   Title: Managing Director

<PAGE>

                                NAME OF LENDER:

                                Pacifica Partners I LP
                                By: Imperial Credit Asset Management as
                                    Its Investment Manager


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

<PAGE>

                                ARCHIMEDES FUNDING, L.L.C.

                                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>

                                BALANCED HIGH-YIELD FUND II, LTD.

                                BY: ING Capital Advisors LLC,
                                    as Asset Manager


                                BY: /s/ MICHAEL J. CAMPBELL
                                   ---------------------------------------------
                                Name:  Michael J. Campbell
                                Title: Managing Director


                                THE ING CAPITAL SENIOR SECURED HIGH
                                INCOME HOLDINGS FUND, LTD.

                                BY: ING Capital Advisors LLC,
                                    as Investment Manager


                                BY: /s/ MICHAEL J. CAMPBELL
                                   ---------------------------------------------
                                Name:  Michael J. Campbell
                                Title: Managing Director


                               ORYX CLO, LTD.

                                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 Collateral Manager


                                BY: /s/ MICHAEL J. CAMPBELL
                                   ---------------------------------------------
                                Name:  Michael J. Campbell
                                Title: Managing Director


                                SEQUILS-ING I (HBDGM), LTD.

                                BY: ING Capital Advisors LLC,
                                    as Collateral Manager


                                BY: /s/ MICHAEL J. CAMPBELL
                                   ---------------------------------------------
                                Name:  Michael J. Campbell
                                Title: Managing Director

<PAGE>

                                NAME OF LENDER:

                                K2H ING-3 LLC


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

<PAGE>

                                NAME OF LENDER:

                                K2H ING-1 LLC


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

<PAGE>

                                NAME OF LENDER:

                                K2H ING-2 LLC


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

<PAGE>

                                NAME OF LENDER:

                                K2H STERLING LLC


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

<PAGE>

                                NAME OF LENDER:

                                K2H Cypress Tier-1 LLC


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

<PAGE>

                                NAME OF LENDER:

                                K2H CNC LLC


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

<PAGE>

                                NAME OF LENDER:

                                K2H PONDVIEW LLC


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

<PAGE>

                                NAME OF LENDER:

                                K2H WATERSIDE LLC


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

<PAGE>

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


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

<PAGE>

                                OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1,
                                LTD.
                                By:  INVESCO Senior Secured Management, Inc.
                                     As Subadvisor


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

<PAGE>

                                STRATA FUNDING LTD.
                                By:  INVESCO Senior Secured Management, Inc.
                                     As Sub-Managing Agent


                                     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 CPO 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 Investment 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 Investment Advisor


                                     By:  /s/ ANNE M. McCARTHY
                                        ----------------------------------------
                                          Name:  Anne M. McCarthy
                                          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: [Illegible]


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

<PAGE>

                                NAME OF LENDER:

                                Crescent/Mach I Partners, L.P.,
                                by: TCW Asset Management Company,
                                its Investment Manager


                                By: /s/ JONATHAN I. BERG
                                   ---------------------------------------------
                                   Johnathan I. Berg
                                   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: Authorized Signatory


                                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: Authorized Signatory


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

<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: Authorized Signatory


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

<PAGE>

                                NAME OF LENDER:

                                KZH CRESCENT LLC


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

<PAGE>

                                NAME OF LENDER:

                                KZH CRESCENT-2 LLC


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

<PAGE>

                                NAME OF LENDER:

                                KZH CRESCENT-3 LLC


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

<PAGE>

                                NAME OF LENDER:

                                CAPTIVA II FINANCE LTD.


                                By: /s/ PAUL COPE
                                   ---------------------------------------------
                                   Name:  Paul Cope
                                   Title: Director

<PAGE>

                                NAME OF LENDER:


                                By: /s/ JAMES DONDERO, CFA, CPA
                                   ---------------------------------------------
                                   Name:  James Dondero, CFA, CPA
                                   Title: President
                                          Highland Capital Management L.P.


ALL FUNDS MANAGED BY HIGHLAND CAPITAL MANAGEMENT, L.P.:

        CONTINENTAL ASSURANCE COMPANY
        ELF FUNDING TRUST I
        EMERALD ORCHARD LIMITED
        GLENEAGLES TRADING LLC
        HIGHLAND OFFSHORE PARTNERS, L.P.
        HIGHLAND LOAN FUNDING V LTD.
        KZH HIGHLAND-2 LLC
        KZH PAMCO LLC
        HIGHLAND LEGACY LIMITED
        ML CBO IV (CAYMAN) LTD.
        PAMCO CAYMAN LTD.
        PAM CAPITAL FUNDING L.P.
        SRV-HIGHLAND, INC.

<PAGE>

                                Gleneagles Trading LLC


                                /s/ DIANA L. MUSHILL
                                ------------------------------------------------
                                Diana L. Mushill
                                Asst. Vice President

<PAGE>

                                SRV-Highland, Inc.


                                /s/ DIANA L. MUSHILL
                                ------------------------------------------------
                                Diana L. Mushill
                                Asst. Vice President

<PAGE>

                                Continental Assurance Company
                                Separate Account (E)
                                By: Highland Capital Management, L.P.
                                    As Attorney-in-Fact


                                /s/ [ILLEGIBLE SIGNATURE]
                                ------------------------------------------------
                                Authorized Signatory

<PAGE>

                                PAM CAPITAL FUNDING LP
                                By: Highland Capital Management, L.P.
                                    as Collateral Manager


                                /s/ MARK K. OKADA CFA
                                ------------------------------------------------
                                Mark K. Okada CFA
                                Executive Vice President
                                Highland Capital Management L.P.

<PAGE>

                                Highland Loan Funding V Ltd.
                                By: Highland Capital Management, L.P.
                                    as Collateral Manager


                                /s/ MARK K. OKADA CFA
                                ------------------------------------------------
                                Mark K. Okada CFA
                                Executive Vice President
                                Highland Capital Management L.P.

<PAGE>

                                ELF Funding Trust I
                                By: Highland Capital Management, L.P.
                                    as Collateral Manager


                                /s/ MARK K. OKADA CFA
                                ------------------------------------------------
                                Mark K. Okada CFA
                                Executive Vice President
                                Highland Capital Management L.P.

<PAGE>

                                ML CBO IV (Cayman) Ltd.
                                By: Highland Capital Management, L.P.
                                    as Collateral Manager


                                /s/ MARK K. OKADA CFA
                                ------------------------------------------------
                                Mark K. Okada CFA
                                Executive Vice President
                                Highland Capital Management L.P.

<PAGE>

                                Highland Offshore Partners, L.P.
                                By: Highland Capital Management, L.P.
                                    as Collateral Manager


                                /s/ MARK K. OKADA CFA
                                ------------------------------------------------
                                Mark K. Okada CFA
                                Executive Vice President
                                Highland Capital Management L.P.

<PAGE>

                                Highland Legacy Limited
                                By: Highland Capital Management, L.P.
                                    as Collateral Manager


                                /s/ MARK K. OKADA CFA
                                ------------------------------------------------
                                Mark K. Okada CFA
                                Executive Vice President
                                Highland Capital Management L.P.

<PAGE>

                                PamCo Cayman Ltd.
                                By: Highland Capital Management, L.P.
                                    as Collateral Manager


                                /s/ MARK K. OKADA CFA
                                ------------------------------------------------
                                Mark K. Okada CFA
                                Executive Vice President
                                Highland Capital Management L.P.

<PAGE>

                                NAME OF LENDER:

                                KZH PAMCO LLC


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

<PAGE>

                                NAME OF LENDER:

                                KZH HIGHLAND-2 LLC


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

<PAGE>

                                NAME OF LENDER:

                                North American Senior Floating Rate Fund Inc.
                                By: Stanfield Capital Partners LLC
                                    As Subadvisor


                                By: /s/ GREGORY L. SMITH
                                   ---------------------------------------------
                                   Name:  Gregory L. Smith
                                   Title: Partner

<PAGE>

                                NAME OF LENDER:

                                Stanfield Arbitrage CDO, Ltd.
                                By: Stanfield Capital Partners LLC
                                    as its Collateral Manager


                                By: /s/ GREGORY L. SMITH
                                   ---------------------------------------------
                                   Name:  Gregory L. Smith
                                   Title: Partner

<PAGE>

                                NAME OF LENDER:

                                Windsor Loan Funding, Limit
                                By: Stanfield Capital Partners
                                    as its Investment Manager


                                By: /s/ GREGORY L. SMITH
                                   ---------------------------------------------
                                   Name:  Gregory L. Smith
                                   Title: Partner

<PAGE>

                                NAME OF LENDER:

                                Stanfield CLO Ltd.
                                By: Stanfield Capital Partners
                                    as its Collateral Manager


                                By: /s/ GREGORY L. SMITH
                                   ---------------------------------------------
                                   Name:  Gregory L. Smith
                                   Title: Partner

<PAGE>

                                NAME OF LENDER:

                                Stanfield/RMF Transatlantic
                                By: Stanfield Capital Partners
                                    as its Collateral Manager


                                By: /s/ GREGORY L. SMITH
                                   ---------------------------------------------
                                   Name:  Gregory L. Smith
                                   Title: Partner

<PAGE>

                                NAME OF LENDER:

                                MORGAN STANLEY PRIME INCOME TRUST


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

<PAGE>

                                NAME OF LENDER:

                                Carlyle High Yield Partners II, Ltd.


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

                                                Term Loan B

<PAGE>

                                NAME OF LENDER:

                                Carlyle High Yield Partners III, Ltd.


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

                                                Term Loan B

<PAGE>

                                NAME OF LENDER:


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

<PAGE>

                                NAME OF LENDER:

                                TERM B

                                FIRST DOMINON FUNDING I


                                By: /s/ ANDREW H. MARSHAK
                                   ---------------------------------------------
                                   Name:  Andrew H. Marshak
                                   Title: Authorized Signatory

<PAGE>

                                NAME OF LENDER:

                                TERM B

                                FIRST DOMINON FUNDING


                                By: /s/ ANDREW H. MARSHAK
                                   ---------------------------------------------
                                   Name:  Andrew H. Marshak
                                   Title: Authorized Signatory

<PAGE>

                                NAME OF LENDER:

                                TERM B

                                FIRST DOMINON FUNDING III


                                By: /s/ ANDREW H. MARSHAK
                                   ---------------------------------------------
                                   Name:  Andrew H. Marshak
                                   Title: Authorized Signatory

<PAGE>

                                NAME OF LENDER:

                                TERM B

                                CSAM FUNDING I


                                By: /s/ ANDREW H. MARSHAK
                                   ---------------------------------------------
                                   Name:  Andrew H. Marshak
                                   Title: Authorized Signatory

<PAGE>

                                NAME OF LENDER:

                                CREDIT LYONNAIS NEW YORK BRAN


                                By: /s/ RICK ROHRBACH
                                   ---------------------------------------------
                                   Name:  Rick Rohrbach
                                   Title: Senior Vice President

<PAGE>

                                NAME OF LENDER:


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

<PAGE>

                                NAME OF LENDER:

                                LONG LANE MASTER TRUST IV

                                By: Fleet National Bank as Trust Administrator


                                By: /s/ KEVIN KEARNS
                                   ---------------------------------------------
                                   Name:  Kevin Kearns
                                   Title: Managing Director

<PAGE>

                                SRF 2000 LLC


                                By: /s/ ANN E. MORRIS
                                   ---------------------------------------------
                                   Name:  Ann E. Morris
                                   Title: Asst. Vice President

<PAGE>

                                SRF TRADING, INC.


                                By: /s/ ANN E. MORRIS
                                   ---------------------------------------------
                                   Name:  Ann E. Morris
                                   Title: Asst. Vice President

<PAGE>

                                NAME OF LENDER:

                                Stein Roe & Farnham CLO I Ltd.,
                                by Stein Roe & Farnham Incorporated,
                                As Portfolio Manager


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

<PAGE>

                                NAME OF LENDER:

                                Stein Roe & Farnham Incorporated,
                                As Agent for Keyport Life Insurance Company


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

<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>

                               NAME OF LENDER:

                               Stein Roe Floating Rate Limited Liability Company


                                By: /s/ JAMES R. FELLOWS
                                   ---------------------------------------------
                                   Name:  James R. Fellows
                                   Title: Senior Vice President
                                          Stein Roe & Farnham Incorporated,
                                          as Advisor to the Stein Roe Floating
                                          Rate Limited Liability Company

<PAGE>

                                NAME OF LENDER:

                                Cardvelle Investment Fund L.L.C.
                                By Tri[Illegible] Advisors, L.L.C.


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

<PAGE>

                                NAME OF LENDER:

                                Cardvelle Investment Fund, II, L.L.C.
                                By Tri[Illegible] Advisors, L.L.C.


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

<PAGE>

                                NAME OF LENDER:

                                APEX (Tri[Illegible] CDO I, LTD.
                                By Tri[Illegible] Advisors, L.L.C.


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

<PAGE>

                                NAME OF LENDER:

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


                                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>

                                NAME OF LENDER:

                                Toronto Dominion (New York), Inc.


                                By:  /s/ SUSAN K. STRONG
                                   ---------------------------------------------
                                     Name:  Susan K. Strong
                                     Title: Vice President

<PAGE>

                                Sankaty Advisors, Inc., as Collateral
                                Manager for Brant Point CBO
                                1999-1 LTD., as Term Lender


                                By:  /s/ DIANE J. EXTER
                                   ---------------------------------------------
                                     Name:  Diane J. Exter
                                     Title: Managing Director
                                            Portfolio Manager

<PAGE>

                                Sankaty Advisors, LLC, as Collateral
                                Manager for Brant Point II CBO
                                2001-1 LTD., as Term Lender


                                By:  /s/ DIANE J. EXTER
                                   ---------------------------------------------
                                     Name:  Diane J. Exter
                                     Title: Managing Director
                                            Portfolio Manager

<PAGE>

                                Sankaty Advisors, LLC as Collateral
                                Manager for Great Point CLO 1999-1
                                LTD., as Term Lender


                                By:  /s/ DIANE J. EXTER
                                   ---------------------------------------------
                                     Name:  Diane J. Exter
                                     Title: Managing Director
                                            Portfolio Manager

<PAGE>

                                Sankaty High Yield Asset Partners, L.P.


                                By:  /s/ DIANE J. EXTER
                                   ---------------------------------------------
                                     Name:  Diane J. Exter
                                     Title: Managing Director
                                            Portfolio Manager

<PAGE>

                                Sankaty High Yield Partners II, L.P.


                                By:  /s/ DIANE J. EXTER
                                   ---------------------------------------------
                                     Name:  Diane J. Exter
                                     Title: Managing Director
                                            Portfolio Manager

<PAGE>

                                Sankaty High Yield Partners III, L.P.


                                By:  /s/ DIANE J. EXTER
                                   ---------------------------------------------
                                     Name:  Diane J. Exter
                                     Title: Managing Director
                                            Portfolio Manager

<PAGE>

                                HARBOUR TOWN FUNDING TRUST


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

<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 Advisor


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


<PAGE>

                                RIVIERA FUNDING LLC


                                By:  /s/ ANN E. MORRIS
                                   ---------------------------------------------
                                     Name:  Ann E. Morris
                                     Title: Asst. Vice President

<PAGE>

                                NAME OF LENDER:

                                PILGRIM AMERICA HIGH INCOME INVESTMENTS ING LTD.
                                By:  ING Pilgrim Investments
                                     as its investment manager


                                     By:  /s/ JASON GROOM
                                        ----------------------------------------
                                          Name:  Jason Groom
                                          Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                PILGRIM CLO 1999-1 LTD.
                                By:  ING Pilgrim Investments
                                     as its investment manager


                                     By:  /s/ JASON GROOM
                                        ----------------------------------------
                                          Name:  Jason Groom
                                          Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                SEQUILS PILGRIM-1 LTD.
                                By:  ING Pilgrim Investments
                                     as its investment manager


                                     By:  /s/ JASON GROOM
                                        ----------------------------------------
                                          Name:  Jason Groom
                                          Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
                                By:  ING Pilgrim Investments
                                     as its investment manager


                                     By:  /s/ JASON GROOM
                                        ----------------------------------------
                                          Name:  Jason Groom
                                          Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
                                By:  ING Pilgrim Investments
                                     as its investment manager


                                     By:  /s/ JASON GROOM
                                        ----------------------------------------
                                          Name:  Jason Groom
                                          Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
                                By:  ING Pilgrim Investments
                                     as its investment manager


                                     By:  /s/ JASON GROOM
                                        ----------------------------------------
                                          Name:  Jason Groom
                                          Title: Vice President

<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>

                                NAME OF LENDER:

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


                                     By:  /s/ JASON GROOM
                                        ----------------------------------------
                                          Name:  Jason Groom
                                          Title: Vice President

<PAGE>

                                NAME OF LENDER:

                                FRANKLIN FLOATING RATE TRUST


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

<PAGE>

                                NAME OF LENDER:

                                FRANKLIN FLOATING RATE MASTER SERIES


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

<PAGE>

                                NAME OF LENDER:

                                FRANKLIN CLO II, LIMITED


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

<PAGE>

                                VAN KAMPEN CLO I, LIMITED
                                By:  Van Kampen Investment Advisory Corp
                                As Collateral Manager


                                By:  /s/ HOWARD TIFFEN
                                   ---------------------------------------------
                                     Name:  Howard Tiffen
                                     Title: Managing Director

<PAGE>

                                VAN KAMPEN CLO II, LIMITED
                                By:  Van Kampen Investment Advisory Corp
                                As Collateral Manager


                                By:  /s/ HOWARD TIFFEN
                                   ---------------------------------------------
                                     Name:  Howard Tiffen
                                     Title: Managing Director

<PAGE>

                                VAN KAMPEN PRIME RATE INCOME TRUST
                                By:  Van Kampen Investment Advisory Corp.


                                By:  /s/ HOWARD TIFFEN
                                   ---------------------------------------------
                                     Name:  Howard Tiffen
                                     Title: Managing Director

<PAGE>

                                VAN KAMPEN SENIOR INCOME TRUST
                                By:  Van Kampen Investment Advisory Corp.


                                By:  /s/ HOWARD TIFFEN
                                   ---------------------------------------------
                                     Name:  Howard Tiffen
                                     Title: Managing Director

<PAGE>

                                VAN KAMPEN SENIOR FLOATING RATE FUND
                                By:  Van Kampen Investment Advisory Corp.


                                By:  /s/ HOWARD TIFFEN
                                   ---------------------------------------------
                                     Name:  Howard Tiffen
                                     Title: Managing Director

<PAGE>

                                Alliance Capital Management L.P.,
                                as Manager on behalf of ALLIANCE
                                CAPITAL FUNDING, L.L.C., as
                                Assignee by: ALLIANCE CAPITAL
                                MANAGEMENT CORPORATION,
                                General Partner of Alliance Capital
                                Management L.P.


                                By:  /s/ NANTHA K. SUPPIAH
                                   ---------------------------------------------
                                     Name:  Nantha K. Suppiah
                                     Title: Assistant Vice President

<PAGE>

                                Monument Capital Ltd., as Assignee
                                By: Alliance Capital Management L.P., as
                                Investment Manager
                                By: Alliance Capital Management Corporation, as
                                General Partner


                                By:  /s/ NANTHA K. SUPPIAH
                                   ---------------------------------------------
                                     Name:  Nantha K. Suppiah
                                     Title: Assistant Vice President

<PAGE>

                                New Alliance Global CDO, Limited
                                By: Alliance Capital Management L.P.,
                                as Sub-advisor
                                By: Alliance Capital Management Corporation, as
                                General Partner


                                By:  /s/ NANTHA K. SUPPIAH
                                   ---------------------------------------------
                                     Name:  Nantha K. Suppiah
                                     Title: Assistant Vice President

<PAGE>

                                OCTAGON INVESTMENT PARTNERS III, LTD.
                                By:  Octagon Credit Investors, LLC
                                     as Portfolio Manager


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

<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>

                                CypressTree Investment Partners I, Ltd.
                                By:  CypressTree Investment Management Company,
                                     Inc., as Portfolio Manager.


                                By:  /s/ JEFFREY MEGAR
                                   ---------------------------------------------
                                     Name:  Jeffrey Megar
                                     Title: Principal

<PAGE>

                                CypressTree Investment Partners II, Ltd.
                                By:  CypressTree Investment Management Company,
                                     Inc., as Portfolio Manager.


                                By:  /s/ JEFFREY MEGAR
                                   ---------------------------------------------
                                     Name:  Jeffrey Megar
                                     Title: Principal

<PAGE>

                                NAME OF LENDER:

                                NUVEEN SENIOR INCOME FUND


                                By:  /s/ GUNTHER STEIN
                                   ---------------------------------------------
                                     Name:  Gunther Stein
                                     Title: Portfolio Manager

<PAGE>

                                NAME OF LENDER:

                                NUVEEN FLOATING RATE FUND


                                By:  /s/ GUNTHER STEIN
                                   ---------------------------------------------
                                     Name:  Gunther Stein
                                     Title: Portfolio Manager

<PAGE>

                                NAME OF LENDER:

                                BY:  MAINSTAY VP SERIES FUNDS, INC ON BEHALF OF
                                     ITS HIGH YIELD CORPORATE BOND FUND

                                AND

                                BY:  THE MAINSTAY FUNDS, ON BEHALF OF ITS HIGH
                                     YIELD BOND FUND


                                     By:  /s/ ROBERT A. NISI
                                        ----------------------------------------
                                     Name:  Robert A. Nisi
                                     Title: General Counsel

<PAGE>

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


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

<PAGE>

                                DEBT STRATEGIES FUND, INC.


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

<PAGE>

                                MERRILL LYNCH PRIME RATE PORTFOLIO
                                By:  Merrill Lynch Investment Managers, L.P.
                                     as Investment Advisor


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