<PAGE>

                                                                   EXHIBIT 4.2.2

                              AMENDMENT AND WAIVER

            AMENDMENT AND WAIVER dated as of December 20, 2000 (the "Amendment
and Waiver") to the CREDIT AGREEMENT (as defined below), among VENTAS REALTY,
LIMITED PARTNERSHIP (the "Borrower"), the Guarantors referred to in the Credit
Agreement (the "Guarantors"), BANK OF AMERICA, N.A., as a Lender, Issuing Bank
and as Administrative Agent for the Lenders under the Credit Agreement (in such
capacity, the "Administrative Agent"), MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as a Lender and as Documentation Agent for the Lenders under the Credit
Agreement (in such capacity, the "Documentation Agent" and, together with the
Administrative Agent, the "Agents") and the Consenting Lenders (as defined
below).

                                   WITNESSETH:

            WHEREAS, the Borrower, the Guarantors, each of the financial
institutions from time to time party thereto as lenders (together with their
successors and assigns, the "Lenders") and the Agents are parties to that
certain Amended and Restated Credit, Security, Guaranty and Pledge Agreement
dated as of April 29, 1998, as amended and restated as of January 31, 2000 (as
the same may be further amended, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"); and

            WHEREAS, the Borrower has advised the Agents and the Lenders that
the Vencor Effective Date (as defined in the Credit Agreement) may not occur on
or before December 31, 2000, as provided in Section 7(p) of the Credit
Agreement; and

            WHEREAS, the Borrower has requested that the Lenders agree (i) to
amend the Credit Agreement to extend the date set forth in Section 7(p) of the
Credit Agreement from December 31, 2000 to March 31, 2001, (ii) to grant the
Borrower an option for up to a three-month extension of the date set forth in
Section 7(p) of the Credit Agreement, which, if exercised by the Borrower, would
extend such date until no later than June 30, 2001 and (iii) to waive any
Default or Event of Default under the Credit Agreement that might arise from any
failure of the Vencor Effective Date to occur on or before December 31, 2000;
and

            WHEREAS, subject to the terms and conditions hereof, the Lenders are
willing to grant an amendment and waiver, but only upon the terms and conditions
set forth herein.

            NOW, THEREFORE, the parties hereto hereby agree as follows:

            SECTION 1. Definitions. Unless otherwise defined herein, all defined
                       -----------
terms that are defined in the Credit Agreement shall have the same meanings when
used herein.

                                      -1-
<PAGE>

            SECTION 2. Waiver. The Lenders hereby waive any Default or Event of
                       ------
Default that might arise under Section 7(p) of the Credit Agreement solely as a
result of the failure of the Vencor Effective Date to have occurred on or before
December 31, 2000.

            SECTION 3. Amendments to Credit Agreement.
                       ------------------------------

      (A) Section 1 of the Credit Agreement is hereby amended by adding thereto
in the appropriate alphabetical order the following definitions:

            "Consenting Lender" shall have the meaning given such term in the
            December 2000 Amendment and Waiver.

            "December 2000 Amendment and Waiver" shall mean that certain
            Amendment and Waiver dated as of December 20, 2000, among the Credit
            Parties, the Agents and the Consenting Lenders.

      (B) The definition of "Excess Cash" in Section 1 of the Credit Agreement
is hereby amended by deleting clauses (b) and (c) thereof in their entirety and
replacing them with the following:

            (b) the $15,000,000 mandatory repayment of the Tranche A Loans
            pursuant to clause (iii) of Section 2.4(a) and the $20,000,000
            mandatory repayment of Tranche B Loans pursuant to clause (i) of
            Section 2.4(b), in each case to the extent not previously paid;

            (c) amounts payable in cash with respect to the Minimum REIT
            Dividend for (x) 2000 and (y) without any duplication, the portion
            of 2001 then expired and the current quarter of Ventas' taxable
            year, in each case to the extent not previously paid and for which a
            certificate described in Section 5.1(k) hereof shall have been
            timely delivered to the Administrative Agent;

      (C) Section 2.4(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:

            (a) The Tranche A Loans shall be payable as follows (subject to
      acceleration as provided in Article 7 hereof):

            (i)   a principal payment in the amount of $50,000,000 shall be due
                  on the Closing Date;

            (ii)  a principal payment in the amount of $35,000,000 shall be due
                  on the "Effective Date" (as such term defined in the December
                  2000 Amendment and Waiver);

            (iii) a principal payment in the amount of $15,000,000 shall be due
                  on the earlier of (A) March 31, 2001 or (B) the date


                                      -2-
<PAGE>

                  which is thirty (30) days after the Vencor Effective Date,
                  together with the principal payment referred to in clause (i)
                  of Section 2.4(b) below, it being understood that if such
                  payment is made on the date which is thirty (30) days after
                  the Vencor Effective Date (as provided in clause (B) above),
                  such payment shall also be made together with the principal
                  payment referred to in clause (ii) of Section 2.4(b) below and
                  the Borrower shall deliver to the Agents a certificate
                  substantially in the form of Exhibit E hereto, signed by the
                  chief financial officer of Ventas, as the general partner of
                  the Borrower, setting forth in reasonable detail the
                  calculation of Excess Cash; and

            (iv)  a principal payment in the amount of the remaining outstanding
                  amount of the Tranche A Loans shall be due on the Tranche A
                  Maturity Date.

            So long as no Event of Default shall have occurred and then be
      continuing, the foregoing payments of the Tranche A Loans shall be applied
      in the order of maturity thereof and if an Event of Default has occurred
      and is then continuing, such payments shall be applied in the inverse
      order of maturity thereof. The Tranche A Loans shall be subject to
      mandatory prepayment as provided in Section 2.8 hereof. The Borrower
      hereby unconditionally promises to pay to the Administrative Agent for the
      account of the Lenders holding the Tranche A Loans the then aggregate
      unpaid principal amount of the Tranche A Loans on the Tranche A Maturity
      Date.

      (D) Section 2.4(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:

            (b) The Tranche B Loans shall be payable as follows (subject to
      acceleration as provided in Article 7 hereof):

            (i)   a principal payment in the amount of $20,000,000 shall be due
                  on the earlier of (A) March 31, 2001 or (B) the date which is
                  thirty (30) days after the Vencor Effective Date;

            (ii)  a principal payment in an amount equal to Excess Cash as shown
                  on the certificate referred to in clause (iii) of Section
                  2.4(a) above, shall be due on the date which is thirty (30)
                  days after the Vencor Effective Date which payment shall be
                  applied to the Tranche B Loans in the inverse order of
                  maturity thereof;


                                      -3-
<PAGE>

            (iii) a principal payment in the amount of (A) $50,000,000 less (B)
                                                                       ----
                  the amount of any payment made pursuant to Section 2.4(b)(i)
                  shall be due on December 30, 2003;

            (iv)  a principal payment in the amount of $50,000,000 shall be due
                  on December 30, 2004; and

            (v)   a principal payment in the amount of the remaining outstanding
                  amount of Tranche B Loans shall be due on the Tranche B
                  Maturity Date.

            Except as otherwise provided in clause (ii) above, so long as no
      Event of Default shall have occurred and then be continuing, the foregoing
      payments of the Tranche B Loans shall be applied in the order of maturity
      thereof and if an Event of Default has occurred and is then continuing,
      such payments shall be applied in the inverse order of maturity thereof.
      The Tranche B Loans shall be subject to mandatory prepayment as provided
      in Section 2.8 hereof. The Borrower hereby unconditionally promises to pay
      to the Administrative Agent for the account of the Lenders holding the
      Tranche B Loans the then aggregate principal amount of the Tranche B Loans
      on the Tranche B Maturity Date.

      (E) Section 6.13 of the Credit Agreement is hereby amended in its entirety
to read as follows:

            SECTION 6.13. Minimum Cash on Hand of the Credit Parties.
                          ------------------------------------------

                  On April 2, 2001, permit the Credit Parties to have less than
            $35,000,000 of cash on hand (excluding any proceeds of, or
            availability with respect to, Revolving Credit Loans or Letters of
            Credit issued hereunder), as evidenced by a certificate executed by
            an Authorized Officer of Ventas delivered to the Agents on April 2,
            2001; provided, that the Credit Parties shall not be required to
            have any cash on hand as provided above or to deliver such
            certificate if the Borrower shall have made the payments due under
            Section 2.4(a)(ii) and Section 2.4(b)(i).


                                      -4-
<PAGE>

      (F) Section 7(p) of the Credit Agreement is hereby amended in its entirety
to read as follows:

            (p) the Vencor Effective Date shall not have occurred by March 31,
            2001; provided, that such date shall, at the option of the Borrower,
            (i) be extended until June 30, 2001 only upon the payment, on or
            before March 31, 2001, by the Borrower to the Administrative Agent
            for the ratable benefit of the Consenting Lenders, by wire transfer
            of immediately available funds, of a non-refundable fee equal to
            0.15% per annum on the outstanding principal balance of the Loans
            (after giving effect to the payment of amounts under Sections 2.4(a)
            and 2.4(b) hereof) for the period beginning April 1, 2001 and ending
            on June 30, 2001; or (ii) (A) be extended until April 30, 2001 only
            upon the payment, on or before March 30, 2001, by the Borrower to
            the Administrative Agent for the ratable benefit of the Consenting
            Lenders, by wire transfer of immediately available funds, of a
            non-refundable fee equal to 0.15% per annum on the outstanding
            principal balance of the Loans (after giving effect to the payment
            of amounts under Sections 2.4(a) and 2.4(b) hereof) for the period
            beginning April 1, 2001 and ending on April 30, 2001, (B) be further
            extended until May 31, 2001 only upon the payment, on or before
            April 30, 2001, by the Borrower to the Administrative Agent for the
            ratable benefit of the Consenting Lenders, by wire transfer of
            immediately available funds, of a non-refundable fee equal to 0.20%
            per annum on the outstanding principal balance of the Loans for the
            period beginning May 1, 2001 and ending on May 31, 2001 and (C) be
            further extended until June 30, 2001 only upon the payment, on or
            before May 31, 2001, by the Borrower to the Administrative Agent for
            the ratable benefit of the Consenting Lenders, by wire transfer of
            immediately available funds, of a non-refundable fee equal to 0.25%
            per annum on the outstanding principal balance of the Loans for the
            period beginning June 1, 2001 and ending on June 30, 2001; provided,
            further, that in no event shall the date by which the Vencor
            Effective Date shall have occurred be extended beyond June 30, 2001;

            SECTION 4. Additional Covenants.
                       --------------------

            (A) The Borrower hereby agrees to deliver to the Administrative
Agent, reasonably promptly following receipt thereof, a copy of the "desk top"
valuation materials regarding the Real Property Assets, which valuation
materials are being prepared by Vencor's independent consultant, Valuation
Counselors.

            (B) Following Vencor's filing of its first two full fiscal quarterly
SEC reports commencing after the Vencor Effective Date, the Borrower shall use
its commercially reasonable efforts to obtain from Moody's or S&P a rating of
the Loans.


                                      -5-
<PAGE>

            SECTION 5. Extension Fee. The Borrower hereby agrees to pay to the
                       -------------
Administrative Agent for the benefit of the Lenders which shall have executed
and delivered counterparts of this Amendment and Waiver by 5:00 p.m. (Eastern
time) on the Effective Date (as hereinafter defined) (each such Lender, a
"Consenting Lender") by wire transfer of immediately available funds, a
non-refundable fee equal to 0.1% per annum on the outstanding principal balance
of the Loans (after the payment of the Tranche A Payment (as hereinafter
defined)), for the period beginning January 1, 2001 and ending on March 31, 2001
(the "Extension Fee").

            SECTION 6. Representations and Warranties. Each of the Credit
                       ------------------------------
Parties represents and warrants to the Agents and the Lenders that:

            (A) the execution, delivery and performance by the Credit Parties of
this Amendment and Waiver and the performance by the Credit Parties of the
Credit Agreement as modified by this Amendment and Waiver (i) have been duly
authorized by all requisite corporate action on the part of the Credit Parties;
and (ii) will not (x) violate (A) any provision of any statute, rule or
regulation or the Certificate of Incorporation or By-laws (or similar governing
documents) of the Credit Parties, (B) any applicable order of any court or any
rule, regulation or order of any other agency of government or (C) any
indenture, agreement or other instrument to which any of the Credit Parties is a
party or by which the Credit Parties or any of their respective property is
bound and (y) be in conflict with, result in a breach of or constitute (with
notice or lapse of time or both) a default under any such indenture, agreement
or other instrument;

            (B) upon the occurrence of the Effective Date (as hereinafter
defined), this Amendment and Waiver will constitute the legal, valid and binding
obligation of the Credit Parties, enforceable in accordance with its terms,
except as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting creditors' rights
generally and by general equitable principles (regardless of whether the issue
of enforceability is considered in a proceeding in equity or at law); and

            (C) after giving effect to this Amendment and Waiver, (i) no Default
or Event of Default has occurred and is continuing; and (ii) all representations
and warranties by the Borrower and the Guarantors pursuant to the Credit
Agreement and the other Fundamental Documents to which each is a party are true,
correct and complete in all material respects on and as of the date hereof with
the same effect as if such representations and warranties had been made on and
as of the date hereof, unless such representation is as of a specific date, in
which case, as of such date.

            SECTION 7. Effective Date. This Amendment and Waiver shall not
                       --------------
become effective until the date (the "Effective Date") on which the following
conditions precedent shall have been satisfied:

            (A)   The Agents shall have received fully executed counterparts of
                  this Amendment and Waiver executed by the Credit Parties, the
                  Agents and Lenders representing the Required Lenders.


                                      -6-
<PAGE>

            (B)   The Administrative Agent shall have received, by wire transfer
                  of immediately available funds, for the ratable benefit of the
                  Lenders holding the Tranche A Loans, the $35,000,000 payment
                  due under Section 2.4(a)(ii) of the Credit Agreement (as
                  herein amended) (the "Tranche A Payment").

            (C)   The Administrative Agent shall have received, by wire transfer
                  of immediately available funds, for the ratable benefit of the
                  Consenting Lenders, the Extension Fee.

            (D)   The Agents and their counsel shall have received such other
                  information, materials and documentation as either of the
                  Agents or their counsel may reasonably request, which
                  information, materials and documentation shall be satisfactory
                  in form and substance to the Agents and their counsel.

            (E)   All legal matters incident to the effectiveness of this
                  Amendment and Waiver shall be satisfactory to the Agents and
                  their counsel.

            SECTION 8. Confirmation and Acknowledgement of the Obligations;
                       ----------------------------------------------------
Release.
-------

            (A) The Borrower hereby (i) confirms and acknowledges to the Agents
and the Lenders that it is validly and justly indebted to the Agents and the
Lenders for the payment of all Obligations without offset, defense, cause of
action or counterclaim of any kind or nature whatsoever and (ii) reaffirms and
admits the validity and enforceability of the Credit Agreement and the
Fundamental Documents and the Liens in the Collateral and the Real Property
Assets which were granted pursuant to the Fundamental Documents or otherwise.
Subject to Section 8(B) hereof, each the Credit Parties, on its own behalf and
on behalf of its successors and assigns, hereby waives, releases and discharges
the Agents and each Lender and all of the affiliates of the Agents and each
Lender, and all of the directors, officers, employees, attorneys, agents,
successors and assigns of each of the Agents, each Lender and such affiliates,
from any and all claims, demands, actions or causes of action (known and
unknown) arising out of or in any way relating to the Fundamental Documents and
any documents, agreements, dealings or other matters connected with any of the
Fundamental Documents, in each case to the extent arising (x) on or prior to the
date hereof or (y) out of, or relating to, actions, dealings or matters
occurring on or prior to the date hereof. The waivers, releases, and discharges
in this Section 8 shall be effective regardless of whether the conditions to
this Amendment and Waiver are satisfied and regardless of any other event that
may occur or not occur after the date hereof.

            (B) Notwithstanding anything to the contrary contained in Sections
8(A) or 16(B) of this Waiver and Amendment, none of the Credit Parties releases
any claim or waives defense which it has asserted in the litigation pending on
the Effective Date in the Jefferson, Kentucky Circuit Court, Division 5, against
Black Diamond CLO 1998-1 LTD. entitled Ventas Realty, Limited Partnership, et
al. v. Black Diamond CLO 1998-1 LTD., et al., No. 99-CI-07076.

            SECTION 9. Costs and Expenses. The Borrower agrees that its
                       ------------------
obligations set forth in Section 13.4 of the Credit Agreement shall extend to
the preparation, execution and delivery of this Amendment and Waiver and any
other documentation contemplated hereby


                                      -7-
<PAGE>

(whether or not this Amendment and Waiver becomes effective or the transactions
contemplated hereby are consummated), including, but not limited to, the
reasonable fees and disbursements of Clifford Chance Rogers & Wells LLP, counsel
for the Agents and Conway, Del Genio, Gries & Co., LLP, financial advisor to
Clifford Chance Rogers & Wells LLP.

            SECTION 10. Lapse of Waiver. The Borrower agrees that its failure to
                        ---------------
comply with any provision of this Amendment and Waiver shall cause the waiver
granted hereby to cease to be in effect immediately and without the requirement
of any prior notice from or further action on the part of any Lender or any
Agent.

            SECTION 11. Limited Waiver; Ratification of Credit Agreement.
                        ------------------------------------------------

            (A)   Except to the extent hereby waived or modified, the Credit
                  Agreement and each of the Fundamental Documents remain in full
                  force and effect and are hereby ratified and affirmed.

            (B)   This Amendment and Waiver shall be limited precisely as
                  written and shall not be deemed (i) to be a consent granted
                  pursuant to, or a waiver or modification of, any other term or
                  condition of the Credit Agreement or any of the instruments or
                  agreements referred to therein or a waiver of any other
                  Default or Event of Default under the Credit Agreement,
                  whether or not known to any of the Agents or the Lenders or
                  (ii) to prejudice any other right or rights which the Agents
                  or the Lenders may now have or have in the future under or in
                  connection with the Credit Agreement or any of the instruments
                  or agreements referred to therein. Except to the extent hereby
                  waived or modified, the Credit Agreement and each of the
                  Fundamental Documents shall continue in full force and effect
                  in accordance with the provisions thereof on the date hereof
                  and the Credit Agreement as heretofore amended or modified and
                  as modified by this Amendment and Waiver are hereby ratified
                  and confirmed. As used in the Credit Agreement, the terms
                  "Credit Agreement, "this Agreement," "herein," "hereafter,"
                  "hereto," "hereof," and words of similar import, shall, unless
                  the context otherwise requires, mean the Credit Agreement as
                  modified by this Amendment and Waiver. Reference to the terms
                  "Agreement" or "Credit Agreement" appearing in the Exhibits or
                  Schedules to the Credit Agreement or in the other Fundamental
                  Documents shall, unless the context otherwise requires, mean
                  the Credit Agreement as modified by this Amendment and Waiver.

            SECTION 12. Counterparts. This Amendment and Waiver may be executed
                        ------------
in any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page of this
Amendment and Waiver by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.


                                      -8-
<PAGE>

            SECTION 13. Fundamental Document. This Amendment and Waiver is a
                        --------------------
Fundamental Document pursuant to the Credit Agreement and shall (unless
expressly indicated therein) be construed, administered, and applied in
accordance with all of the terms and provisions of the Credit Agreement.

            SECTION 14. GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL BE
                        -------------
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

            SECTION 15. Successors and Assigns. The provisions of this Amendment
                        ----------------------
and Waiver shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.

            SECTION 16. Acknowledgement and Consent.
                        ---------------------------

            (A) Each Guarantor hereby acknowledges that it has read this
Amendment and Waiver and consents to the terms hereof and further confirms and
agrees that, notwithstanding the effectiveness of this Amendment and Waiver, (i)
its obligations and its Guaranty shall not be impaired or affected and (ii) such
Guaranty is, and shall continue to be, in full force and effect and is hereby
confirmed and ratified in all respects; and

            (B) Each Guarantor hereby confirms and acknowledges that it is
validly and justly indebted to the Agents and the Lenders for the payment of all
of the Obligations which it has guaranteed, without offset, defense, cause of
action or counterclaim of any kind or nature whatsoever (except as provided in
Section 8(B) hereof).

            (C) Each Guarantor hereby reaffirms and admits the validity and
enforceability of the Credit Agreement and the Fundamental Documents and the
Liens in the Collateral and the Real Property Assets which were granted pursuant
to the Fundamental Documents or otherwise.

            SECTION 17. Headings. The headings of this Amendment and Waiver are
                        --------
for the purposes of reference only and shall not affect the construction of, or
be taken into consideration in interpreting, this Amendment and Waiver.

              [The remainder of this page intentionally left blank]


                                      -9-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed as of the day and the year first above written.

                                    BORROWER:

                                    VENTAS REALTY, LIMITED PARTNERSHIP
                                    By: Ventas, Inc., its General Partner


                                    By: /s/ T. Richard Riney
                                       --------------------------------------
                                       Name: T. Richard Riney
                                       Title: Executive Vice President
                                              and General Counsel


                                    GUARANTORS:

                                    VENTAS, INC.


                                    By: /s/ T. Richard Riney
                                       --------------------------------------
                                       Name: T. Richard Riney
                                       Title: Executive Vice President
                                              and General Counsel

                                    VENTAS LP REALTY, L.L.C.
                                    By:  Ventas, Inc., its Sole Member


                                    By: /s/ T. Richard Riney
                                       --------------------------------------
                                       Name: T. Richard Riney
                                       Title: Executive Vice President
                                              and General Counsel


                                    LENDERS:

                                    BANK OF AMERICA, NA, individually, as
                                    Issuing Bank and as Administrative Agent

                                    By: /s/ Jay T. Wampler
                                       --------------------------------------
                                       Name: Jay T. Wampler
                                       Title: Managing Director


                                      -10-
<PAGE>

                                    MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK, individually and as
                                    Documentation Agent


                                    By: /s/ Anna Marie Fallon
                                       --------------------------------------
                                       Name: Anna Marie Fallon
                                       Title: Vice President

                                    AG CAPITAL FUNDING PARTNERS, L.P.
                                    By: Angelo, Gordon & Co., L.P., as
                                    Investment Adviser


                                    By: /s/ Jeffrey H. Aronson
                                       --------------------------------------
                                       Name: Jeffrey H. Aronson
                                       Title: Authorized Signatory

                                    AMSOUTH BANK OF ALABAMA


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


                                    APPALOOSA INVESTMENT LIMITED
                                    PARTNERSHIP I


                                    By: /s/ James E. Bolin
                                       --------------------------------------
                                       Name: James E. Bolin
                                       Title: Vice President



                                    BANK OF LOUISVILLE


                                    By: /s/ S. Gordon Dabney, Jr.
                                       --------------------------------------
                                       Name: S. Gordon Dabney, Jr.
                                       Title: Senior Vice President


                                      -11-
<PAGE>

                                    BANK OF NEW YORK AS TRUSTEE ON
                                    BEHALF OF NATS LOAN TRUST 14
                                    (AND NOT IN ITS INDIVIDUAL CAPACITY)


                                    By: /s/ Betty A. Cocozza
                                       --------------------------------------
                                       Name: Betty A. Cocozza
                                       Title: Vice President


                                    BANKERS TRUST COMPANY


                                    By: /s/ Annemarie Reilly-Papazoglou
                                       --------------------------------------
                                       Name: Annemarie Reilly-Papazoglou
                                       Title: Director


                                    BEAR, STEARNS & CO. INC.


                                    By: /s/ John E. McDermott
                                       --------------------------------------
                                       Name: John E. McDermott
                                       Title: Senior Managing Director


                                    BLACK DIAMOND CLO 1998-1, LTD.


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


                                    BLACK DIAMOND CLO 2000-1, LTD.


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


                                    BLACK DIAMOND INTERNATIONAL
                                    FUNDING LTD.


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


                                     -12-
<PAGE>



                                    CHASE SECURITIES INC. as agent for
                                    THE CHASE MANHATTAN BANK


                                    By: /s/ John Abate
                                       --------------------------------------
                                       Name: John Abate
                                       Title:

                                    COMERICA BANK


                                    By: /s/ John F. Regan
                                       --------------------------------------
                                       Name: John F. Regan
                                       Title: Vice President

                                    CREDIT LYONNAIS NEW YORK BRANCH


                                    By: /s/ Alan Sidrane
                                       --------------------------------------
                                       Name: Alan Sidrane
                                       Title: Senior Vice President

                                    BANK AUSTRIA CREDITANSTALT
                                    CORPORATE FINANCE, INC.


                                    By: /s/ A. W. Seidel
                                       --------------------------------------
                                       Name: A. W. Seidel
                                       Title: Senior Vice President

                                    By: /s/ Pieter H. Boehme
                                       --------------------------------------
                                       Name: Pieter H. Boehme
                                       Title: Executive Vice President


                                      -13-
<PAGE>

                                    DELANO COMPANY
                                    By: Pacific Investment Management Company
                                    LLC, as its Investment Advisor

                                    By: /s/ Mohan V. Phansalkar
                                       --------------------------------------
                                       Name: Mohan V. Phansalkar
                                       Title: Senior Vice President

                                    DEPARTMENT OF PENSIONS
                                    CITY OF LOS ANGELES
                                    By:  Magten Asset Management Corporation,
                                    as its Investment Advisor


                                    By: /s/ Allan A. Brown
                                       --------------------------------------
                                       Name: Allan A. Brown
                                       Title: Managing Director

                                    DK ACQUISITIONS PARTNERS
                                    By:  M.H. Davidson & Co., General Partner


                                    By: /s/ Thomas L. Kempner, Jr.
                                       --------------------------------------
                                       Name: Thomas L. Kempner, Jr.
                                       Title: General Partner


                                    FC CBO II LTD.(BANK OF MONTREAL)


                                    By: /s/ Mike McCarthy
                                       --------------------------------------
                                       Name: Mike McCarthy
                                       Title: Manager

                                    FERNWOOD ASSOCIATES LP


                                    By: /s/ Thomas Berger
                                       --------------------------------------
                                       Name:  Thomas Berger
                                       Title: General Partner


                                    FIRST AMERICAN NATIONAL BANK


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



                                      -14-
<PAGE>

                                    FIRSTAR BANK N.A. (STAR BANK)


                                    By: /s/ Stephen J. Jones
                                       --------------------------------------
                                       Name: Stephen J. Jones
                                       Title: Vice President

                                    FIRST DOMINION FUNDING I


                                    By: /s/ Andrew A. Marshak
                                       --------------------------------------
                                       Name: Andrew A. Marshak
                                       Title: Authorized Signatory


                                    LONG LANE MASTER TRUST IV
                                    By: Fleet National Bank, as Trust
                                        Administrator


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


                                    FOOTHILL INCOME TRUST
                                    By:  FIT GP, its General Partner


                                    By: /s/ M. E. Stearns
                                       --------------------------------------
                                       Name: M.E. Stearns
                                       Title: Managing Member

                                    FOOTHILL PARTNERS III LP


                                    By: /s/ M. E. Stearns
                                       --------------------------------------
                                       Name: M.E. Stearns
                                       Title: Managing General Partner


                                    FRANKLIN FLOATING RATE TRUST


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

                                      -15-
<PAGE>

                                    FRANKLIN MUTUAL ADVISERS, LLC


                                    By: /s/ Bradley Takahashi
                                       --------------------------------------
                                       Name: Bradley Takahashi
                                       Title: Assistant Vice President

                                    GOLDMAN SACHS CREDIT PARTNERS L.P.


                                    By: /s/ Kevin Ulrich
                                       --------------------------------------
                                       Name: Kevin Ulrich
                                       Title: Authorized Signatory

                                    ML CLO XII PILGRIM AMERICA
                                    (CAYMAN) LTD.
                                    By: Pilgrim Investment, Inc., as its
                                    investment manager


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

                                    ML CLO XX PILGRIM AMERICA
                                    (CAYMAN) LTD.
                                    By: Pilgrim Investment, Inc., as its
                                    investment manager


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


                                    PILGRIM PRIME RATE TRUST
                                    By: Pilgrim Investments, Inc., as its
                                    investment manager


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


                                      -16-
<PAGE>

                                    LEHMAN COMMERCIAL PAPER INC.


                                    By: /s/ James P. Seery, Jr.
                                       --------------------------------------
                                       Name: James P. Seery, Jr.
                                       Title: Authorized Signatory

                                    MORGAN STANLEY DEAN WITTER
                                    PRIME INCOME TRUST


                                    By: /s/ Sheila Finnerty
                                       --------------------------------------
                                       Name: Sheila Finnerty
                                       Title: Senior Vice President


                                    ORIX USA CORPORATION


                                    By: /s/ Hiroyuki Miyauchi
                                       --------------------------------------
                                       Name: Hiroyuki Miyauchi
                                       Title: Executive Vice President


                                    PERRY PARTNERS INTERNATIONAL, INC.


                                    By: /s/ Paul Leff
                                       --------------------------------------
                                       Name: Paul Leff
                                       Title: Senior Managing Director


                                    PERRY PARTNERS LP


                                    By: /s/ Paul Leff
                                       --------------------------------------
                                       Name: Paul Leff
                                       Title: Senior Managing Director

                                    ROYALTON COMPANY
                                    By: Pacific Investment Management Company
                                    LLC, as its Investment Advisor


                                    By: /s/ Mohan V. Phansalkar
                                       --------------------------------------
                                       Name: Mohan V. Phansalkar
                                       Title: Senior Vice President


                                      -17-
<PAGE>

                                    SILVER OAK CAPITAL LLC


                                    By: /s/ Michael L. Gordon
                                       --------------------------------------
                                       Name: Michael L. Gordon
                                       Title: Authorized Signatory


                                    SOCIETE GENERALE


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


                                    THE TORONTO-DOMINION BANK


                                    By: /s/ Stacey Malek
                                       --------------------------------------
                                       Name: Stacey Malek
                                       Title: Vice President


                                    TYLER TRADING, INC.


                                    By: /s/ Johnny E. Graves
                                       --------------------------------------
                                       Name: Johnny E. Graves
                                       Title: President


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


                                    By: /s/ Douglas J. Smith
                                       --------------------------------------
                                       Name: Douglas J. Smith
                                       Title: Vice President

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


                                    By: /s/ Douglas J. Smith
                                       --------------------------------------
                                       Name: Douglas J. Smith
                                       Title: Vice President


                                      -18-
<PAGE>

                                    VAN KAMPEN CLO I, Limited
                                    By: Van Kampen Management Inc.,
                                    as Collateral Manager


                                    By: /s/ Douglas J. Smith
                                       --------------------------------------
                                       Name: Douglas J. Smith
                                       Title: Vice President


                                    WACHOVIA BANK, NA


                                    By: /s/ David K. Alexander
                                       --------------------------------------
                                       Name: David K. Alexander
                                       Title: Senior Vice President

                                    MORGENS WATERFALL,  VINTIADIS &
                                    COMPANY,  INC., acting on behalf of certain
                                    investment advisory clients


                                    By: /s/ Neil A. Augustine
                                       --------------------------------------
                                       Name: Neil A. Augustine
                                       Title: Authorized Agent


                                      -19-