<PAGE>

                                                                    Exhibit 10.1

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



         AMENDMENT AND RESTATEMENT (this "Amendment and Restatement"), dated as
of September 25, 2000, 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"), CHASE SECURITIES INC. ("CSI"), as Lead
Arranger and Book Manager, 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",
together the "Documentation Agents") and 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.


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

         WHEREAS, the Borrower, the Lenders, CSI, 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 Amendment and
Restatement, the parties hereto agree as follows:


         1.  The definitions of "Allocation Percentage," "EBITDA," "Equity
Ownership Interest," "Core Assets," "Indebtedness," "Joint Venture," "New
Hotel," "New Hotel Indebtedness," "Reinvestment Deferred Amount," "Reinvestment
Notice," Reinvestment Prepayment Amount," "Reinvestment Prepayment Date,"
"Responsible Officer," "Subsidiary," "Total Adjusted EBITDA" and "Total Cash
Interest Expense" contained in Section 1 of the Credit Agreement are hereby
amended to read 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; provided, however, that for purposes of
                                       -----------------
    the calculation of compliance with the Total Leverage Ratio, Senior Secured
    Leverage Ratio or Interest Coverage Ratio, the Allocation Percentage with
    respect to the Total Indebtedness or Total Cash Interest Expense of Joint
    Ventures created or acquired after the First Amendment and Restatement
    Effective Date shall be zero (so long as neither the Borrower nor any of its
    Subsidiaries makes any
<PAGE>

    Investment in any such Joint Venture other than (a) the initial Investment
    in such Joint Venture, (b) any Investment in a Joint Venture after giving
    effect to which the Borrower's Equity Ownership Interest in such Joint
    Venture (direct and indirect) represents 20% or less of the entire Equity
    Ownership Interest of such Joint Venture and (c) Investments in a Joint
    Venture made pro rata with the other owners of such Joint Venture the sole
    purpose of which is to fund Capital Expenditures and operating maintenance
    expenses of such Joint Venture).

         "Core Assets" means Hotels (or Equity Ownership Interests in Persons
          -----------
    owning such Hotels) branded as Wyndham Hotels, Wyndham Resorts, Wyndham
    Grand Heritage Hotels, Wyndham Luxury Resorts, Summerfield Hotels or Hotels
    which will be branded as such within one year after acquisition thereof (so
    long as such Hotels are so branded within such time period); provided, that
                                                                 --------
    notwithstanding anything to the contrary, the Hotels described in Schedule
    II and Unrestricted Assets shall not be included in this definition of Core
    Assets.

         "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, (v) extraordinary losses (and
    other losses on sales or other dispositions of assets not otherwise included
    in extraordinary losses determined in conformity with GAAP), (vi) all
    minority interests, including minority interests attributable to the OP
    Units and (vii) commencing with the first Fiscal Quarter in 1999, Non-
    Recurring Identified Charges, plus (b) cash Dividends actually received by
    the Borrower or any Subsidiary of the Borrower (other than Unrestricted
    Subsidiaries) from any Unrestricted Subsidiary, 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) and equity earnings attributable to all
    minority interests, including equity earnings attributable to minority
    interests in the OP Units.

         "Equity Ownership Interest" means any and all shares, interests,
          -------------------------
    participations or other equivalents (however designated) of capital stock of
    a corporation, any and all equivalent ownership interests in a Person (other
    than a corporation), including partnership interest and limited liability
    company membership interest, and any and all warrants, rights or options to
    purchase any of the foregoing (excluding Buy/Sell Arrangements so long as
    the obligations to purchase the interests in respect thereof are
    contingent); provided, that for purposes of the definitions of "Allocation
                 --------
    Percentage" and "Subsidiary" only, preferred or similar equity or ownership
    interests in a Person shall not constitute Equity Ownership Interests to the
    extent such interests (A) do not have voting power with respect to such
    Person (other than voting power obtained because of an event of default of a
    Joint Venture formed in connection with a Permitted Portfolio Transaction),
    (B) whether by law, contract or otherwise, do not permit the creditors of
    such Person to have recourse against the holders of such interests with
    respect to the

                                       2
<PAGE>

    obligations and liabilities of such Person, (C) provide for redemption
    either (i) at the option of the holder, whether contingent or otherwise,
    (ii) at the option of the issuer, whether contingent or otherwise, or (iii)
    upon the occurrence of a certain event or condition (including, without
    limitation, the passage of time) and (D) are not exchangeable for or
    convertible into other equity interests except those which also satisfy the
    criteria set forth in clauses (A), (B) and (C) above.

         "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 (x) 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 and (y) any Indebtedness of a Joint
    venture created or acquired in connection with a Permitted Portfolio
    Transaction, whose equity or other ownership interests are pledged by the
    Borrower or any of its Subsidiaries, shall not be included as Indebtedness
    under this clause (iii) so long as such Indebtedness is not recourse to the
    Borrower or any of its Subsidiaries), (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), (c) short term notes evidencing earnest money deposits until
    delivered to the payee and (d) at the time of determination of outstanding
    Indebtedness at any time, the aggregate amount of Forward Purchase
    Obligations not in excess of $400,000,000 then outstanding.

         "Joint Venture" means with respect to any Person, at any date, any
          -------------
    other Person in whom such Person directly or indirectly holds an Investment,
    and whose financial results would not be consolidated under GAAP with the
    financial results of such Person on the consolidated financial statements of
    such Person, if such statements were prepared as of such date; provided that
                                                                   --------
    (a) any Joint Venture of a Person which is an Unrestricted Subsidiary shall
    not be treated as a Joint Venture hereunder for so long as such Person is

                                       3
<PAGE>

    an Unrestricted Subsidiary and (b) no Person shall be considered a Joint
    Venture solely because such Person is characterized as a partnership for tax
            ------
    purposes.

         "New Hotel" means any Hotel owned by the Borrower, its Subsidiaries or
          ---------
    Joint Ventures which (i) is being or has been newly constructed, or
    substantially refurbished or rebuilt (so long as any such Hotel is or was
    substantially closed while being refurbished or rebuilt) or (ii) has been
    acquired by the Borrower or any of its Subsidiaries and will be converted to
    a Core Asset; provided that any New Hotel shall cease to be treated as a New
    Hotel from and after the earlier of (x) the first day of the Fiscal Quarter
    occurring after 18 months from the date (a) such New Hotel opened or re-
    opened for business (in the case of clause (i) above) or (b) the conversion
    process begins (in the case of clause (ii) above) and (y) the Fiscal Quarter
    in which the ratio of Total Adjusted EBITDA to Total Cash Interest Expense
    attributable to such New Hotel equals or exceeds the Interest Coverage Ratio
    required to be exceeded by the Borrower under Section 6.01(c) for the most
    recent Fiscal Quarter.

         "New Hotel Indebtedness" means, with respect to any New Hotel, the sum
          ----------------------
    of (a) all Indebtedness either secured by such New Hotel or incurred to
    finance the construction, acquisition, refurbishment, conversion to a Core
    Asset or rebuilding of such New Hotel and (b) all other cash outlays in
    respect of the construction, acquisition, refurbishment, conversion to a
    Core Assets or rebuilding of such New Hotel; provided, that the interest
                                                 --------
    rate associated with any amounts under this clause (b) shall be deemed to be
    the interest rate which would have been applicable to Revolving Loans which
    are Eurodollar Loans having an Interest Period of three months determined on
    the first day of the then most recently ended Fiscal Quarter.

         "Reinvestment Deferred Amount" means with respect to any Reinvestment
          ----------------------------
    Event, the aggregate Net Cash Proceeds received by the Borrower or any of
    its Subsidiaries in connection therewith that (i) if a Reinvestment Notice
    as described in clause (i) of the definition thereof has been given, are not
    applied pursuant to Section 2.11 as a result of the delivery of a
    Reinvestment Notice, and (ii) if a Reinvestment Notice as described in
    clause (ii) of the definition thereof has been given, are intended to be
    applied pursuant to Section 2.11 (d)(i) as a result of the delivery of a
    Reinvestment Notice.

         "Reinvestment Notice" means a written notice executed by a Responsible
          -------------------
    Officer stating that (i) no Event of Default has occurred and is continuing
    and that the Borrower (directly or indirectly through a Subsidiary or a
    Joint Venture) intends and expects to use all or a specified portion of the
    Net Cash Proceeds of a Reinvestment Event to acquire assets useful in its
    business, (ii) the Borrower intends to use all or a specified portion of the
    Net Cash Proceeds of a Reinvestment Event to repay outstanding Indebtedness
    in accordance with the priorities set forth in Section 2.11(d), and/or (iii)
    with respect to any Exchange described in Section 6.05(c)(iii), after
    repayment of any Indebtedness (other than Indebtedness of the Lenders
    pursuant to this Agreement) which is secured by any of the respective assets
    which were the subject of such Exchange, including any premium, make-whole
    or breakage amount related thereto, the Net Cash Proceeds thereof will be
    zero; provided that any Reinvestment Notice stating the intention described
          --------
    in clause (i)

                                       4
<PAGE>

    above may be rescinded at any time prior to the Reinvestment Prepayment Date
    if it is replaced with a Reinvestment Notice stating the intention described
    in clause (ii) above.

         "Reinvestment Prepayment Amount" means with respect to any Reinvestment
          ------------------------------
    Event, the Reinvestment Deferred Amount relating thereto less any amount
    expended or irrevocably committed pursuant to a binding agreement, prior to
    the relevant Reinvestment Prepayment Date, to acquire assets useful in the
    Borrower's business, provided that such acquisition made with the Net Cash
    Proceeds of Dispositions of Core Assets shall be made in Hotels constituting
    Core Assets or to acquire the Equity Ownership Interest of a Subsidiary
    which owns a Hotel or Hotels constituting Core Assets.

         "Reinvestment Prepayment Date" means with respect to any Reinvestment
          ----------------------------
    Event, (i) if a Reinvestment Notice as described in clause (i) of the
    definition thereof has been given, the date occurring twelve months after
    such Reinvestment Event (plus an additional six months in the case of an
    Asset Disposition or an Exchange of Non-Core Assets for Net Cash Proceeds of
    $50,000,000 or greater), and (ii) if a Reinvestment Notice as described in
    clause (ii) of the definition thereof has been given, the date occurring
    five Business Days after the later of (x) the date of such Reinvestment
    Event, and (y) the date on which such Reinvestment Notice as described in
    clause (ii) of the definition thereof was given.

         "Responsible Officer" means the chief executive officer, president,
          -------------------
    chief financial officer or treasurer of the Borrower, but in any event, with
    respect to financial matters, the chief financial officer, president or the
    treasurer of the Borrower.

         "Subsidiary" means as to any person, (i) any corporation more than 50%
          ----------
    of whose stock of any class or classes having by the terms thereof ordinary
    voting power to elect a majority of the directors of such corporation
    (irrespective of whether or not at the time stock of any class or classes of
    such corporation shall have or might have voting power by reason of the
    happening of any contingency) is at the time owned by such Person and/or one
    or more Subsidiaries of such person and (ii) any partnership, limited
    liability company, association, joint venture or other entity in which such
    Person and/or one or more Subsidiaries of such Person has more than a 50%
    Equity Ownership Interest at the time. Notwithstanding the foregoing, no
    Unrestricted Subsidiary shall be considered a Subsidiary of the Borrower or
    its Subsidiaries for purposes of this Agreement.

         "Total Adjusted EBITDA" means, for any period without duplication, (i)
          ---------------------
    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, plus (ii) the amount of Approved Procurement
    Savings set forth on Schedule I for the Test Period ended on the date set
    forth thereon; provided that for the purposes of the calculation of
                   -------- ----
    compliance with the Total Leverage Ratio, Senior Secured Leverage Ratio and
    Interest Coverage Ratio, (x) EBITDA of the Borrower and its Subsidiaries in
    clause (i)(a) above for the Test Period ending September 30, 2000 shall also
    include the difference (whether negative or positive) between (I) any
    selling, general and administrative expenses for such

                                       5
<PAGE>

    Test Period and (II) any selling, general and administrative expenses
    incurred during the last three Fiscal Quarters of such Test Period
    multiplied by 4/3, in each case as such selling, general and administrative
    expenses are determined in accordance with GAAP and (y) EBITDA of Joint
    Ventures created or acquired after the First Amendment and Restatement
    Effective Date included in clause (i)(a) above shall be reduced (but not to
    an amount less than zero) by the Allocation Percentage of any permanent
    principal payment of Indebtedness and payments of cash interest made during
    the period for which EBITDA was calculated; provided further that for the
    purposes of the calculation of the Interest Coverage Ratio, EBITDA of Joint
    Ventures created or acquired after the First Amendment and Restatement
    Effective Date included in clause (i)(a) above shall be reduced by the
    Allocation Percentage of cash interest income received by such Person during
    the period of calculation thereof.

         "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; provided there shall be excluded
                                              --------
    from Total Cash Interest Expense the cash interest expense (not to exceed
    $20 million for any applicable period of calculation) attributable to New
    Hotel Indebtedness.

         2. Section 1 of the Credit Agreement is hereby further amended by
inserting therein the following new defined terms in appropriate alphabetical
order:

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

         "Designated Joint Venture Assets" means any assets, property or Equity
          -------------------------------
    Ownership Interest purchased or acquired by the Borrower or any of its
    Subsidiaries and designated as "Designated Joint Venture Assets" by the
    Borrower by providing a Notice of Designation to the Administrative Agent at
    the time of the purchase or acquisition stating the Borrower (i) intends to
    convey, sell, convert or otherwise transfer such asset, property or Equity
    Ownership Interest to a Joint Venture within six months of such purchase or
    acquisition and (ii) the estimated percentage Equity Ownership Interest the
    Borrower will hold directly or indirectly in the Joint Venture after giving
    effect to such conveyance, sale, conversion or transfer of such assets,
    property or Equity Ownership Interest to such Joint Venture.

         "Developmental Lease Property" means any property consisting of land
          ----------------------------
    and improvements thereon in the Hospitality/Leisure Related Businesses owned
    and developed by a Person other than the Borrower or any of its Subsidiaries
    or Joint Ventures for use by the Borrower and/or its Subsidiaries.

                                       6
<PAGE>

         "Developmental Lease Subsidiary" means a Subsidiary of the Borrower
          ------------------------------
    (created on or after the First Amendment and Restatement Effective Date)
    which is not a Subsidiary Guarantor and whose assets shall consist solely of
    leasehold interests and personal property in connection with the operation
    of such leasehold interests.

         "Developmental Lease Transaction" means any transaction in which a
          -------------------------------
    Developmental Lease Subsidiary, as a lessee, enters into a lease agreement
    to manage and/or operate a Developmental Lease Property.

         "Existing Operating Leases" means the operating leases set forth on
          -------------------------
    Schedule A attached to the First Amendment and Restatement.

         "First Amendment and Restatement" means the Amendment and Restatement
          -------------------------------
    to this Agreement, dated as of September 25, 2000.

         "First Amendment and Restatement Effective Date" means the First
          ----------------------------------------------
    Amendment and Restatement Effective Date as defined in the First Amendment
    and Restatement.

         "Net Rental Payments" means the difference between (A) Rental Payments
          -------------------
    and (B) any cash deposits or interest reserve made (or letter of credit
    support provided or caused to be provided) by the Borrower or any of its
    Subsidiaries, in each case in connection with any lease agreement entered
    into with respect to any Specified Developmental Lease Transactions;
    provided that in no event shall Net Rental Payments in connection with any
    --------
    lease agreement entered into in connection with any Specified Developmental
    Lease Transaction be less than, on any date, the scheduled payments to be
    made by the Borrower and its Subsidiaries in the one year period following
    such date under such lease agreement.

         "Notice of Designation" shall mean a notice duly executed by a
          ---------------------
    Responsible Officer of the Borrower listing the requirements set forth in
    the definition of Designated Joint Venture Assets.

         "Permitted Mezzanine Investment Entity" shall mean any Person (other
          -------------------------------------
    than any Unrestricted Subsidiary) 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 liNestment) 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.

         "Permitted Portfolio Transaction" means a transaction or series of
          -------------------------------
    related transactions between the Borrower and/or its Subsidiaries, on the
    one hand, and one other Person and/or any affiliates or group of parties
    related to such Person, on the other hand, designated in writing by the
    Borrower to the Administrative Agent as the "Permitted Portfolio
    Transaction," in connection with any Asset Dispositions, contributions by
    the Borrower or any of its Subsidiaries to Joint Ventures of the Borrower or
    any of its Subsidiaries (whether existing or created as a result of such
    contributions), or Exchanges described in Section 6.05(c) or any combination
    thereof with respect to no more than the 45

                                       7
<PAGE>

    properties (including any Equity Ownership Interests in Subsidiaries or
    Joint Ventures owning such properties); provided, however, that (i) the
                                            --------- -------
    "Permitted Portfolio Transaction" shall consist primarily of Non-Core Assets
    (it being understood and agreed that in no event shall the Permitted
    Portfolio Transaction include more than eight Core Assets), (ii) the
    Borrower and its Subsidiaries shall be in compliance with the covenants
    contained in Section 6.01 on a Pro Forma Basis, (iii) the Net Cash Proceeds
    of any portion of the "Permitted Portfolio Transaction" constituting an
    Asset Disposition or contributions by the Borrower or any of its
    Subsidiaries to any Joint Ventures of the Borrower or any of its
    Subsidiaries (whether existing or created as a result of such contributions)
    shall be applied within ten Business Days of each closing to repay
    outstanding Increasing Rate Term Loans (which on the initial closing of the
    Permitted Portfolio Transaction shall be so repaid by an amount at least
    equal to $125,000,000), (iv) the aggregate fair market value of the assets
    disposed of by the Borrower and its Subsidiaries pursuant to the Permitted
    Portfolio Transaction (as determined by the senior management of the
    Borrower) shall not exceed $1,500,000,000, (v) the consideration (taken as a
    whole for the entire Permitted Portfolio Transaction) received by the
    Borrower and its Subsidiaries in respect of the Permitted Portfolio
    Transaction (excluding the portion thereof consisting of like-kind exchanges
    pursuant to and in compliance with Section 1031 of the Code) shall consist
    of at least 70% Cash Consideration, (vi) except as otherwise permitted in
    the Agreement, as to assets which are not disposed of pursuant to the
    Permitted Portfolio Transaction, the status of such assets (e.g., Core Asset
                                                                ----
    v. Non-Core Asset) shall not be changed in connection therewith or as a
    result thereof, and the location of such asset within the Borrower's capital
    structure (e.g., whether such asset is owned by the Borrower or one of its
               ----
    Subsidiaries, and in the case of a Subsidiary whether such Subsidiary is a
    Subsidiary Guarantor) shall not be changed in connection therewith or as a
    result thereof, (vii) all or substantially all of the assets received in
    connection with like-kind exchanges pursuant to and in compliance with
    Section 1031 of the Code shall be used only for hotel and hotel-related
    purposes (which term, for this purpose, shall exclude free-standing retail,
    golf, tennis, spa and other resort amenities), (viii) the aggregate
    Investments (net of Investment Returns) in Joint Ventures made or retained
    by the Borrower and its Subsidiaries pursuant to the Permitted Portfolio
    Transaction shall not exceed $250,000,000 (it being understood and agreed
    that Investments in Joint Ventures in excess of $250,000,000 shall be
    permitted to the extent permitted by Section 6.06(g), with any excess
    Investments over $250,000,000 to count against the baskets set forth in such
    Section 6.06(g)), (ix) no Change of Control shall arise as a result of such
    transaction, (x) except as otherwise provided in Agreement, no Dividends
    shall be paid in connection with such transaction, and in connection with
    such transaction neither the Borrower nor any of its Subsidiaries shall
    become obligated to pay any Dividends in the future, in each case except for
    Dividends expressly permitted to be paid under Section 6.07, (xi) no
    Unrestricted Subsidiaries shall be created, acquired or invested in
    connection with such transaction, and (xii) neither the definition of
    "Permitted Sale/Leaseback Transactions" nor Section 6.05(i) shall be deemed
    modified by this definition or by Section 6.17.

         "Permitted Sale/Leaseback Transactions" means any sale and leaseback
          -------------------------------------
    transaction in respect of properties set forth on Schedule B attached to the
    First Amendment and

                                       8
<PAGE>

    Restatement, together with any improvements, fixtures or personal property
    related to and located in or on such properties.

         "Rental Payments" means, on any date, the sum of the budgeted rental
          ---------------
    payments (not to include reimbursement for taxes, operating expenses or
    indemnification or other similar third party expenses) to be made by the
    Borrower and its Subsidiaries in the two year period following such date
    under lease agreements in connection with the Developmental Lease
    Transactions.

         "Sale/Leaseback Subsidiary" means a Subsidiary of the Borrower (whether
          -------------------------
    existing on or after the First Amendment and Restatement Effective Date)
    whose assets consists solely of the assets held in connection with the
    Permitted Sale/Leaseback Transactions.

         "Sliver Equity Investment" shall mean any Person in which the Borrower
          ------------------------
    owns, directly or indirectly, an Equity Ownership Interest, equal to 20% or
    less of the aggregate Equity Ownership Interest of such Person.

         "Specified Developmental Lease Transaction" means any Developmental
          -----------------------------------------
    Lease Transaction in which the Borrower or any Subsidiary Guarantor has
    guaranteed the obligations of a Developmental Lease Subsidiary in connection
    with such Developmental Lease Transaction.

         "Timeshare Development Transaction" means any sale by the Borrower or
          ---------------------------------
    any of its Subsidiaries or Joint Ventures of Unimproved Land which will be
    developed by the purchaser thereof (in which the Borrower may have or make
    an Investment, to the extent permitted hereunder) as a timeshare project.

         "Unimproved Land" means any land which does not contain any
          ---------------
    improvements other than infrastructure improvements.

         3.  Section 2.02(c) of the Credit Agreement is hereby amended to read
in its entirety as follows:

         (c) The aggregate principal amount of each Borrowing under a Facility
    shall not be less than the Minimum Borrowing Amount for such Facility.
    Borrowings of more than one Type and Class may be outstanding at the same
    time; provided that there shall not at any time be more than a total of
          --------
    twenty Eurodollar Borrowings outstanding.

         4.  Section 2.04(a) of the Credit Agreement is hereby amended to read
in its entirety as follows:

         (a) Subject to the terms and conditions set forth herein, the Swingline
    Lender in its individual capacity agrees to make a revolving loan or
    revolving loans (each a "Swingline Loan and collectively, the "Swingline
    Loans") to the Borrower at any time and from time to time on and after the
    Effective Date and prior to the Swingline Expiry Date, in an aggregate
    principal amount at any time outstanding that will not result in (i)

                                       9
<PAGE>

    the aggregate principal amount of outstanding Swingline Loans exceeding
    $20,000,000 or (ii) the sum of the total Revolving Extensions of Credit
    exceeding the total Revolving Commitments; provided that the Swingline
                                               --------
    Lender shall not be required to make a Swingline Loan to refinance an
    outstanding Swingline Loan. Within the foregoing limits and subject to the
    terms and conditions set forth herein, the Borrower may borrow, prepay and
    reborrow Swingline Loans.

         5.  Section 2.05(b) of the Credit Agreement is hereby amended to read
    in its entirety as follows:

         (b) Notice of Issuance. Amendment, Renewal, Extension. Certain
             ----------------------------------------------------------
    Conditions. To request the issuance of a Letter of Credit (or the amendment,
    ----------
    renewal or extension of an outstanding Letter of Credit), the Borrower shall
    hand deliver or telecopy (or transmit by electronic communication, if
    arrangements for doing so have been approved by the Issuing Bank) to the
    Issuing Bank and the Administrative Agent (reasonably in advance of the
    requested date of issuance, amendment, renewal or extension) a notice
    requesting the issuance of a Letter of Credit, or identifying the Letter of
    Credit to be amended, renewed or extended, and specifying the date of
    issuance, amendment, renewal or extension (which shall be a Business Day),
    the date on which such Letter of Credit is to expire (which shall comply
    with paragraph (c) of this Section), the amount of such Letter of Credit,
    the name and address of the beneficiary thereof and such other information
    as shall be necessary to prepare, amend, renew or extend such Letter of
    Credit. If requested by the Issuing Bank, the Borrower also shall submit a
    letter of credit application on the Issuing Bank's standard form in
    connection with any request for a Letter of Credit. A Letter of Credit shall
    be issued, amended, renewed or extended only if (and each request for the
    issuance, amendment, renewal or extension of each Letter of Credit by
    Borrower shall be deemed to be a representation and warranty that), after
    giving effect to such issuance, amendment, renewal or extension (i) the LC
    Obligations shall not exceed $75,000,000 and (ii) the sum of the Total
    Revolving Extensions of Credit shall not exceed the Total Revolving
    Commitment.

         6.  Section 2.09(d) of the Credit Agreement is hereby amended to read
    in its entirety as follows:

         (d) The Borrower may on one occasion at any time not later than twelve
    months prior to the Revolving Loan Maturity Date, by written notice to the
    Administrative Agent (which shall promptly deliver a copy to each of the
    Revolving Lenders), request that the Total Revolving Commitment be increased
    by an amount not in excess of $300,000,000. Such notice shall set forth the
    amount of the requested increase in the Total Revolving Commitment and the
    date on which such increase is requested to become effective (which shall be
    not less than 30 days or more than 90 days after the date of such notice),
    and shall offer each Revolving Lender the opportunity to increase its
    Revolving Commitment by its Applicable Percentage of the proposed increased
    amount. Each Revolving Lender shall, by notice to the Borrower and the
    Administrative Agent given not more than 30 days after the date of the
    Borrower's request, either agree to increase its Revolving Commitment by all
    or a portion of the offered amount (each Lender so agreeing

                                       10
<PAGE>

    being an "Increasing Lender") or decline to increase its Revolving
    Commitment (and any Revolving Lender that does not deliver such a notice
    within such period of 30 days shall be deemed to have declined to increase
    its Revolving Commitment) (each Revolving Lender so declining or deemed to
    have declined being a "Non-Increasing Lender"). In the event that, on the
    30th day after the Borrower shall have delivered a request pursuant to the
    first sentence of this paragraph, the Revolving Lenders shall have agreed
    pursuant to the preceding sentence to increase their Revolving Commitments
    by an aggregate amount less than the increase in the Total Revolving
    Commitment requested by the Borrower, the Administrative Agent may arrange
    for one or more banks or other financial institutions (any such bank or
    other financial institution being called an "Augmenting Lender"), which may
    include any Revolving Lender or Term Lender, to extend a Revolving
    Commitment or increase its existing Revolving Commitment in an aggregate
    amount equal to the unsubscribed amount, provided that each Augmenting
                                             --------
    Lender, if not already a Lender hereunder, shall be subject to the approval
    of the Borrower and the Administrative Agent (which approvals shall not be
    unreasonably withheld) and each Augmenting Lender shall execute all such
    documentation as the Administrative Agent shall specify to evidence its
    Commitment and its status as a Lender hereunder provided further that if the
                                                    -------- -------
    aggregate amount of the increase in Total Revolving Commitments, after
    giving effect to the additional commitments of Increasing Lenders and
    Augmenting Lenders, is less than the increase in Total Revolving Commitments
    requested by the Borrower, the Borrower may accept such lesser increase.
    Increased and new Revolving Commitments created pursuant to this clause (d)
    shall become effective on the date specified in the request delivered by the
    Borrower pursuant to the first sentence of this paragraph. Notwithstanding
    the foregoing, no increase in the Total Revolving Commitment (or in the
    Revolving Commitment of any Revolving Lender) shall become effective under
    this paragraph unless, (i) on the date of such increase, the conditions set
    forth in paragraph (a) and (b) of Section 4.02 shall be satisfied (with all
    references in such paragraphs to a Borrowing being deemed to be references
    to such increase) and the Administrative Agent shall have received a
    certificate to that effect dated such date and executed by a member of
    senior management of the Borrower and (ii) the Administrative Agent shall
    have received (with sufficient copies for each of the Revolving Lenders)
    documents consistent with those delivered on the Effective Date under clause
    (1) of Section 4.01 as to the Company's power to borrow hereunder after
    giving effect to such increase; and

         7. Section 2.11(d) of the Credit Agreement is hereby amended by
inserting the following new paragraph at the end thereof:

         Notwithstanding the above, if any Increasing Rate Term Loans remain
    outstanding at the time of the receipt of Net Cash Proceeds from an Asset
    Disposition or a contribution by the Borrower or any of its Subsidiaries to
    a Joint Venture of the Borrower or any of its Subsidiaries (other than a
    Disposition of less than 100% of the Borrower's or any of its Subsidiaries
    Equity Ownership Interest or other interest in a Designated Joint Venture
    Asset) of (A) Non-Core Assets or (B) Core Assets to a Joint Venture of the
    Borrower or any of its Subsidiaries, a prepayment in an amount equal to (i)
    in the case of clause (A) above, (I) 50% of the first $400,000,000 per
    fiscal year of the Borrower of such Net Cash Proceeds from such Asset
    Dispositions and contributions (which shall only

                                       11
<PAGE>

    include Asset Dispositions and contributions consummated after the First
    Amendment and Restatement Effective Date), and (II) 100% of any Net Cash
    Proceeds above $400,000,000 in any fiscal year of the Borrower from such
    Asset Dispositions and contributions (which shall only include Asset
    Dispositions and contributions consummated after the First Amendment and
    Restatement Effective Date), and (ii) in the case of clause (B) above, 100%
    of such Net Cash Proceeds from such Asset Dispositions and contributions
    shall be applied within five Business Days after receipt thereof to repay
    the Increasing Rate Term Loans. Notwithstanding the foregoing, (a) the
    $400,000,000 in clause (i) of the immediately preceding sentence shall be
    reduced by the Net Cash Proceeds, if any, of any Exchanges made during the
    period of determination and (b) the Net Cash Proceeds not subject to clause
    (I) of such sentence shall be subject to a Reinvestment Notice and related
    requirements.

         8.  Section 5.02(b) of the Credit Agreement is hereby amended to read
in its entirety as follows:

         (b) as soon as available, but in any event not later than 55 days after
    the end of each of the first three quarterly periods of each fiscal year of
    the Borrower and 100 days after the end of each fiscal year of the Borrower,
    (i) a certificate of a Responsible Officer stating that, to the best of each
    such Responsible Officer's knowledge, each Loan Party during such period has
    observed or performed all of its covenants and other agreements, and
    satisfied every condition, contained in this Agreement and the other Loan
    Documents to which it is a party to be observed, performed or satisfied by
    it, and that such Responsible Officer has obtained no knowledge of any
    Default or Event of Default except as specified in such certificate and (ii)
    in the case of quarterly or annual financial statements, (x) beginning with
    the Compliance Certificate for the Fiscal Quarter ending September 30, 1999,
    a Compliance Certificate containing all information and calculations
    necessary for determining compliance by the Borrower and its Subsidiaries
    with the provisions of this Agreement referred to therein as of the last day
    of the Fiscal Quarter or fiscal year of the Borrower, as the case may be and
    (y) to the extent not previously disclosed to the Administrative Agent
    pursuant to this clause (b), a listing of each new Subsidiary of any Loan
    Party acquired or created by any Loan Party since the date of the most
    recent list delivered pursuant to this clause (b) (or, in the case of the
    first such list so delivered, since the Effective Date);

         9.  Section 5.02(e) of the Credit Agreement is hereby amended to read
in its entirety as follows :

         (e) within 10 days after the receipt thereof by the Borrower, a copy of
    any "management letter" addressed to the board of directors of the
    Borrower or any of its Subsidiaries from its certified public accountants
    and any internal control memoranda relating thereto;

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

                                       12
<PAGE>

         (b) With respect to any new Subsidiary (other than an Excluded Foreign
    Subsidiary) created or acquired after the Effective Date by the Borrower or
    its Subsidiaries (which, for the purposes of this paragraph (b), shall
    include any existing Subsidiary that ceases to be an Excluded Foreign
    Subsidiary), shall promptly (and in any event within 45 days) (unless the
    Administrative Agent otherwise consents, in its reasonable discretion, based
    on the economic or other burdens of effecting the following) (i) execute and
    deliver to the Administrative Agent such amendments to the Security
    Documents as the Administrative Agent deems necessary or advisable to grant
    to the Administrative Agent, for the benefit of the Lenders, a perfected
    first priority security interest in the Equity Ownership Interest of such
    new Subsidiary that is owned by the Borrower or any of its Subsidiaries,
    (ii) to the extent such ownership interest is evidenced by certificated
    capital stock, deliver to the Administrative Agent the certificates
    representing such together with undated stock powers, in blank, executed and
    delivered by a duly authorized officer of the Borrower or such Subsidiary,
    as the case may be and (iii) cause such new Subsidiary (A) to become a party
    to the Guaranty and Collateral Agreement, (B) to take such actions necessary
    or advisable to grant to the Administrative Agent for the benefit of the
    Lenders a perfected first priority security interest in the Collateral
    described in the Guaranty and Collateral Agreement with respect to such new
    Subsidiary, including the filing of Uniform Commercial Code financing
    statements in such jurisdictions as may be required by the Guaranty and
    Collateral Agreement or by law or as may be requested by the Administrative
    Agent and (C) to deliver to the Collateral Agent a certificate of such
    Subsidiary, substantially in the form of Exhibit H to the Guaranty and
    Collateral Agreement, with appropriate insertions and attachments. With
    respect to any new Joint Venture created or acquired after the Effective
    Date by the Borrower or any Subsidiary Guarantor, the actions described in
    clauses (i) and (ii) above shall be taken as if such Joint Venture were a
    Subsidiary and none of the actions described in clause (iii) above shall be
    required to be taken. Notwithstanding the foregoing provisions of this
    paragraph (b), none of the actions described in clauses (i), (ii) and (iii)
    above shall be required to be taken with respect to any Subsidiaries and
    Joint Ventures financed pursuant to Section 6.02(e) or with respect to
    Special Purpose Subsidiaries, Developmental Lease Subsidiaries or
    Sale/Leaseback Subsidiaries.

         11. Section 6.01(c) of the Credit Agreement is hereby amended to read
in its entirety as follows:

         (c) Interest Coverage Ratio. Permit the Interest Coverage Ratio to be
             -----------------------
    less than (w) for any Test Period ending after June 30, 2000 and on or prior
    to December 31, 2002, 1.75 to 1.00, (x) for any Test Period ending after
    December 31, 2002 and on or prior to December 31, 2003, 1.85 to 1.00, (y)
    for any Test Period ending after December 31, 2003 and on or prior to
    December 31, 2004, 1.95 to 1.00 and (z) for any Test Period ending after
    December 31, 2004, 2.10 to 1.00.

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

                                       13
<PAGE>

         (c) the following Dispositions (collectively "Exchanges") shall be
    permitted: (i) like-kind exchanges pursuant to and in compliance with
    Section 1031 of the Code (with any Net Cash Proceeds received in connection
    therewith not subject to a Reinvestment Notice to be applied as required
    under Section 2.11), (ii) a simultaneous exchange of assets for assets (with
    any Net Cash Proceeds received in connection therewith not subject to a
    Reinvestment Notice to be applied as required under Section 2.11) and (iii)
    Dispositions of Non-Core Assets and Core Assets, for an amount equal to at
    least the fair market value thereof (determined in good faith 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 (A) within 10
                                                    -------- ----
    days after the date of consummation of any Exchange, the Borrower shall
    deliver a Reinvestment Notice with respect thereto and any Reinvestment
    Prepayment Amount in respect thereof is applied as required under Section
    2.11 and (B) all Net Cash Proceeds of Exchanges resulting from Dispositions
    of Core Assets shall be reinvested in Core Assets;

         13.  Section 6.05(d) of the Credit Agreement is hereby amended by (i)
deleting the phrase "cash consideration" appearing therein and (ii) inserting in
lieu thereof the phrase "Cash Consideration (other than in connection with a
Timeshare Development Transaction, the Disposition of which shall not be subject
to such limitation)".

         14.  Section 6.05 of the Credit Agreement is hereby further amended by
(i) deleting the word "and" contained at the end of clause (g) thereof, (ii)
deleting the period appearing at the end of clause (h) thereof and inserting ";
and" in lieu thereof and (iii) inserting therein immediately following clause
(h) thereof the following new clause (i):

         "(i) the Permitted Sale/Leaseback Transactions."

         15.  Section 6.06(g) of the Credit Agreement is hereby amended to read
in its entirety as follows:

         (g) Investments (net of Investment Returns) by the Borrower and its
    Subsidiaries in any Person that, prior to, or after giving effect to, such
    Investment, is a Joint Venture or a Permitted Mezzanine Investment, (i)
    existing on the First Amendment and Restatement Effective Date and (ii) from
    and after the First Amendment and Restatement Effective Date in an aggregate
    amount, when added to the amount of Designated Joint Venture Assets (which
    for the purposes of calculating the value of any Equity Ownership Interest
    in such assets owned by the Borrower or any of its Subsidiaries shall be the
    estimated percentage Equity Ownership Interest for such asset referred to in
    the applicable Notice of Designation; provided that on the earlier of (A)
    the closing of the conveyance, sale, conversion or transfer of such assets
    referred to in such Notice of Designation or (B) six months after the date
    of such Notice of Designation, the Equity Ownership Interest in such assets
    shall be the actual Equity Ownership Interest owned in such assets at the
    time thereof) acquired, not to exceed (x) so long as Increasing Rate Term
    Loans remain outstanding, $200,000,000 at any time outstanding (of which
    $60,000,000 may be in Joint Ventures other than Sliver Equity Investments)
    and (y) on

                                       14
<PAGE>

    the first day of the Fiscal Quarter in which the Increasing Rate Terms Loans
    are repaid in full, $300,000,000 at any time outstanding (of which
    $90,000,000 may be in Joint Ventures other than Sliver Equity Investments),
    which amounts shall be increased to $400,000,000 and $120,000,000,
    respectively on the first anniversary of the first day of the Fiscal Quarter
    in which the Increasing Rate Returns Loans were repaid in full and
    $500,000,000 and $150,000,000 respectively, on the second anniversary of the
    first day of the Fiscal Quarter in which the Increasing Rate Terms Loans
    were repaid in full and thereafter; provided that in the case of Joint
                                        -------- ----
    Ventures acquired with Indebtedness described in Section 6.02(e), the net
    amount (net of Investment Returns relating to Investments made or acquired
    pursuant to this Clause (g)) of such Investments (when added to the
    Investments in Subsidiaries described in the proviso in (f) above) shall not
    exceed $150,000,000 at any time;

         16.  Section 6.08(a) of the Credit Agreement is hereby amended by (i)
deleting the phrase "or Indebtedness under the Increasing Rate Term Loan
Facility" appearing therein and (ii) deleting the phrase "and pursuant to
mandatory prepayment provisions contained in the Increasing Rate Term Loan
Facility (and as expressly permitted in this Agreement)" appearing therein.

         17.  Section 6.10 of the Credit Agreement is hereby amended by (i)
deleting in its entirety clause (v) contained therein and (ii) inserting the
following new clause (v) in lieu
thereof:

    "(v) any restrictions with respect to (I) a Special Purpose Subsidiary
    imposed pursuant to the documents governing the related securitization or
    financing, (II) a Developmental Lease Subsidiary imposed pursuant to the
    documents governing such Developmental Lease Transaction (Ill) a
    Sale/Leaseback Subsidiary imposed pursuant to the documents governing such
    Permitted Sale/Leaseback Transaction and (IV) the lessee or tenant under
    Existing Operating Leases."

         18.  Section 6.12 of the Credit Agreement is hereby amended by (i)
deleting in its entirety clause (f) contained therein and (ii) inserting the
following new clause (f) in lieu
thereof:

    "(f) any restrictions with respect to (I) a Special Purpose Subsidiary
    imposed pursuant to the documents governing the related securitization or
    financing, (II) a Developmental Lease Subsidiary imposed pursuant to the
    documents governing such Developmental Lease Transaction, (III) a
    Sale/Leaseback Subsidiary imposed pursuant to the documents governing such
    Permitted Sale/Leaseback Transaction and (IV) the lessee or tenant under the
    Existing Operating Leases."

         19.  Section 6 of the Credit Agreement is hereby further amended by
inserting at the end thereof the following new Section 6.16 and Section 6.17:

         "Section 6.16 Developmental Lease Transactions. Enter into any
          ---------------------------------------------
    Developmental Lease Transaction, provided, that any Developmental Lease
                                     --------
    Transaction may be entered

                                       15
<PAGE>

    into if, at the time of the entering into such transaction (and after giving
    effect thereto), the aggregate amount of budgeted rental payments (not to
    include reimbursement for taxes, operating expenses or indemnification or
    other similar third party expenses) under all Developmental Lease
    Transactions then in effect for the twelve month period commencing on the
    first day of the immediately following month shall not exceed (i)
    $15,000,000 at all times during the fiscal year ending December 31, 2001 and
    (ii) $20,000,000 at all times during any fiscal year thereafter.

         Section 6.17 Permitted Portfolio Transaction. Notwithstanding anything
                      -------------------------------
    to the contrary in this Agreement (but subject to the terms and conditions
    set forth below and in the definition of "Permitted Portfolio Transaction"),
    the Borrower and its Subsidiaries shall be permitted to enter into the
    Permitted Portfolio Transaction so long as (a) the Net Cash Proceeds of any
    portion of the Permitted Portfolio Transaction constituting an Asset
    Disposition or contributions by the Borrower or any of its Subsidiaries to
    Joint Ventures of the Borrower or any of its Subsidiaries (whether existing
    or created as a result of such contributions) shall be applied within ten
    Business Days of each closing to repay the outstanding Indebtedness of the
    Borrower in the following manner: (i) first, to repay Increasing Rate Term
                                          -----
    Loans (which on the initial closing date of the Permitted Portfolio
    Transaction shall be so repaid by an amount at least equal to $125,000,000)
    and (ii) second, to the extent that the Increasing Rate Loans are all repaid
             ------
    in full, in accordance with the priorities set forth in Section 2.11(d); and
    (b) the consideration therefor shall be equal to at least the fair market
    value thereof as determined by the senior management of the Borrower. It is
    understood and agreed that, with respect to Investments in connection with
    the Permitted Portfolio Transaction, such Investments shall be permitted
    under Section 6.06(g), except that any Dollar limitations, thresholds or
    restrictions or similar baskets set forth in Section 6.06(g) shall, after
    the consummation of such Permitted Portfolio Transaction, be calculated
    without giving effect to such Investments as if such Permitted Portfolio
    Transaction had not occurred."

         20.   Section 9.01(a) of the Credit Agreement is hereby amended to read
in its entirety as follows:

         (a)   if to the Borrower, to it at 1950 Stemmons Freeway, Suite 6001,
    Dallas, Texas 75207, Attention Chief Financial Officer (Telecopy No. (214)-
    863-1527) and Treasurer (Telecopy (214) 863-1669);

         21.   Annex A to the Credit Agreement is hereby amended by inserting
the following new paragraph at the end thereof:

    In addition to the foregoing, (i) as long as Increasing Rate Term Loans in
    an aggregate amount of less than or equal to $325,000,000 are outstanding,
    the above Applicable Margin for Term Loans shall be increased by .25% and
    (ii) as long as Increasing Rate Term Loans in an aggregate amount greater
    than $325,000,000 are outstanding, the above Applicable Margin for Term
    Loans shall be increased by .50%.

                                       16
<PAGE>

         22.  Schedule I to the Credit Agreement is hereby amended to read in
its entirety as follows:

                                   SCHEDULE I
                                   -------- -

                          APPROVED PROCUREMENT SAVINGS
                          ----------------------------

           ________________________________________

            Test Period Ending
            ------------------
            =======================================
            September 30, 1999    $40,000,000
           ________________________________________
            December 31, 1999     $34,300,000
           ________________________________________
            March 31, 2000        $28,600,000
           ________________________________________
            June 30, 2000         $22,900,000
           ________________________________________
            September 30, 2000    $19,800,000
           ________________________________________
            December 31, 2000     $16,500,000
           ________________________________________
            March31, 2001         $13,200,000
           ________________________________________
            June 30, 2001         $ 9,900,000
           ________________________________________
            September 30, 2001    $ 6,600,000
           ________________________________________
            December 31, 2001     $ 3,300,000
            ________________________________________


         23.  In order to induce the undersigned Lenders to enter into this
Amendment and Restatement, the Borrower hereby represents and warrants that (x)
no Default or Event of Default exists on the First Amendment and Restatement
Effective Date after giving effect to this Amendment and Restatement and (y) all
of the representations and warranties contained in the Credit Agreement shall be
true and correct in all material respects as of the Amendment and Restatement
Effective Date after giving effect to this Amendment, with the same effect as
though such representations and warranties had been made on and as of the
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).

         24.  This 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.

         25.  This Amendment and Restatement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which

                                       17
<PAGE>

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.

         26.  THIS AMENDMENT 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.

         27.  This Amendment and Restatement shall become effective on the date
(the "First Amendment and Restatement Effective Date") when (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
telecopier) the same to the Administrative Agent at the Notice Office, and (ii)
the Required Obligees have consented to the Consent to the Increasing Rate Term
Loan Facility dated as of September 25, 2000.

         28.  From and after the First 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.

                                   * * * * *

                                       18
<PAGE>

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


                             WYNDHAM INTERNATIONAL, INC.,


                             By /s/ Rick A. Smith
                               -------------------------
                               Title:


                             THE CHASE MANHATTAN BANK,
                               Individually and as Administrative Agent,


                             By /s/ Thomas H. Kozlark
                               -------------------------
                               Title: Vice President


                             CHASE SECURITIES INC.,
                               as Lead Arranger and Book Manager


                             By /s/ James G. Rolison
                                ------------------------
                                Title: Managing Director


                             BANKERS TRUST COMPANY,
                               Individually and as Syndication Agent


                             By /s/ [ILLEGIBLE]
                               -------------------------
                                Title: Director


                             BEAR STEARNS CORPORATE LENDING INC.,
                               Individually and as Co-Documentation Agent


                             By /s/ [ILLEGIBLE]
                               -------------------------
                               Title: Managing Director

                                       19
<PAGE>

                             CREDIT LYONNAIS NEW YORK BRANCH,
                               Individually and as Documentation Agent


                         By /s/ Joseph A. Asciolla
                           -----------------------------
                           Title:  First Vice President


                             BANK OF AMERICA, N.A.
                               Individually and as Syndication Agent


                         By /s/ Lisa J. Butler
                           -----------------------------
                           Title: Principal


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


                         By: /s/ [ILLEGIBLE]^^
                            ----------------------------
                            Name:
                            Title:


                         AMMC CDO I, LIMITED
                            By:  American Money Management Corp. as
                            Collateral Manager



                         By: /s/ David P. Meyer
                            ----------------------------
                            Name:  David P. Meyer
                            Title: Vice President
<PAGE>

                         AERIES FINANCE-II LIMITED
                         By: Invesco Senior Secured Management, Inc. as
                             Sub-Managing Agent



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


                         ALLIANCE CAPITAL FUNDING, L.L.C.



                         By: /s/   Kenneth G. Ostmann
                            ----------------------------
                            Name:  Kenneth G. Ostmann
                            Title: Vice President


                         ALLSTATE LIFE INSURANCE COMPANY



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



                         By: /s/ David Walsh
                            ----------------------------
                            Name:  David Walsh
                            Title: Authorized Signatory


                         AMARA-l FINANCE, 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: 1NVESCO Senior Secured
                            Management, Inc. as Sub-Advisor

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




                         ARAB AMERICAN BANK


                         By: /s/ Carmelo L. Foti
                            ----------------------------
                            Name:  Carmelo L. Foti
                            Title: Vice President



                         By: /s/ Rami El-Rifai
                            ----------------------------
                            Name:  Rami El-Rifai
                            Title: Assistant Vice President



                         ARCHIMEDES FUNDING, L.L.C.
                         By: ING Capital Advisors LLC, as Collateral
                         Manager



                         By: /s/  Wade T. Winter
                            ----------------------------
                            Name:  Wade T. Winter, CFA
                            Title: Vice President


                         ARCHIMEDES FUNDING II, LTD.
                            By: ING Capital Advisors LLC, as Collateral
                            Manager

                         By: /s/  Wade T. Winter
                            ----------------------------
                            Name:  Wade T. Winter, CFA
                            Title: Vice President
<PAGE>

                         ARES Leveraged Investment Fund, L.P.
                            By:  ARES Management, L.P. Its: General Partner


                         By: /s/  David A. Sachs
                            ----------------------------
                            Name:  David A. Sachs
                            Title: Vice President


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


                         By: /s/  David A. Sachs
                            ----------------------------
                            Name:  David A. Sachs
                            Title: Vice President



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

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



                         AVALON CAPITAL II LTD.
                            By:  1NVESCO Senior Secured Management Inc. as
                            Portfolio Advisor


                         By: /s/ Anne M. McCarthy
                            ----------------------------
                            Name:  Anne M. McCarthy
                            Title: Authorized Signatory
<PAGE>

                         BANK LEUMI USA



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


                         BANK OF HAWAII



                         By: /s/ Donna R. Parker
                            ----------------------------
                            Name:  Donna R. Parker
                            Title: Vice President



                         THE BANK OF NOVA SCOTIA NEW YORK AGENCY



                         By: /s/ Melvin Mandelbaum
                            ----------------------------
                            Name:  Melvin  J. Mandelbaum
                            Title: Managing Director


                         BANKBOSTON, N.A.



                         By:____________________________
                            Name:
                            Title:



                         BRANT POINT CBO 1999-1, LTD.



                         By: /s/ Diane J. Exter
                            ----------------------------
                            Name:  Diane J. Exter
                            Title: Executive Vice President
                                   Portfolio Manager
<PAGE>

                         CAPTIVA FINANCE LTD.



                         By: /s/  David Dyer
                            ----------------------------
                            Name:  David Dyer
                            Title: Director


                         CAPTIVA II FINANCE LTD.


                         By: /s/  David Dyer
                            ----------------------------
                            Name:  David Dyer
                            Title: Director



                         CARLYLE HIGH YIELD PARTNERS, L.P. By: TCG High
                            Yield, L.L.C. as General Partner



                         By: /s/ Linda M. Pace
                            ----------------------------
                            Name:  Linda M. Pace
                            Title: Vice President


                         CARLYLE HIGH YIELD PARTNERS IJ,LTD.
                            By:  TCG High Yield, L.L.C. as General Partner



                         By: /s/ Linda M. Pace
                            ----------------------------
                            Name:  Linda M. Pace
                            Title: Vice President
<PAGE>

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



                         By: /s/ Ann M. McCarthy
                            ----------------------------
                            Name:  Ann M. McCarthy
                            Title: Authorized Signatory


                         CONTINENTAL ASSURANCE COMPANY
                            By: Highland Capital Management, L.P. As
                            Collateral Manager

                         By: /s/ Mark K. Okada CFA
                            ----------------------------
                            Name:  Mark  K. Okada CFA
                            Title: Executive Vice President



                         By:____________________________
                            Name:
                            Title:



                         CONTINENTAL ASSURANCE COMPANY
                            By: TCW Asset Management Company, Its Investment
                            Advisor


                         By: /s/ Mark Gold
                            ----------------------------
                            Name:  Mark Gold
                            Title: Managing Director



                         By: /s/ Jonathan Berg
                            ----------------------------
                            Name:  Jonathan Berg
                            Title: Assistant Vice President
<PAGE>

                         CRESCENT/MACH 1 PARTNERS, L.P. By: TCW Asset
                            Management Company, Its Investment Manager
                            Sequils I, LTD



                         By:____________________________
                            Name:
                            Title:


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



                         By: /s/ Jeffrey W. Heuer
                            ----------------------------
                            Name:  Jeffrey W. Heuer
                            Title: Principal


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


                         By: /s/ Jeffrey W. Heuer
                            ----------------------------
                            Name:  Jeffrey W. Heuer
                            Title: Principal



                         CypressTree Focused Investment Fund, LLC
                            By: CypressTree Investment Management Company,
                            Inc. its Managing Member


                         By: /s/ Jeffrey W. Heuer
                            ----------------------------
                            Name:  Jeffrey W. Heuer
                            Title: Principal
<PAGE>

                         CypressTree Senior Floating Rate Fund By:
                            CypressTree Investment Management Company, Inc.
                            as Portfolio Manager


                         By: /s/ Jeffrey W. Heuer
                            ----------------------------
                            Name:  Jeffrey W. Heuer
                            Title: Principal



                         DLJ CAPITAL FUNDING, INC.



                         By:
                            Name:
                            Title:


                         DEBT STRATEGIES FUND II, INC.



                         By: /s/ Gilles Marchand, CFA
                            ----------------------------
                            Name:  Gilles Marchand, CFA
                            Title: Authorized Signatory


                         DEBT STRATEGIES FUND III, INC.

                         By: /s/ Gilles Marchand, CFA
                            ----------------------------
                            Name: Gilles Marchand, CFA
                            Title: Authorized Signatory



                         ELC (CAYMAN) LTD. 1999-II



                         By: /s/ John W. Stelwagon
                            ----------------------------
                            Name:  John W. Stelwagon
                            Title: Director
<PAGE>

                         ELC (CAYMAN) LTD. 1999-III



                         By: /s/ John W. Stelwagon
                            ----------------------------
                            Name:  John W. Stelwagon
                            Title: Director


                         ELC (CAYMAN) LTD. CDO Series 1999-1

                         By: /s/ John W. Stelwagon
                            ----------------------------
                            Name:  John W. Stelwagon
                            Title: Director



                         ELF FUNDING TRUST 1
                            By:  Highland Capital Management, L.P. As
                            Collateral Manager



                         By: /s/ Mark  K Okada CFA
                            ----------------------------
                            Name:  Mark  K. Okada
                            Title: Executive Vice President



                         EATON VANCE SENIOR INCOME TRUST By: Eaton Vance
                            Management, as Investment Advisor



                         By:
                            Name:
                            Title:


                         ELT LTD.



                         By: /s/ Ann E. Morris
                            ----------------------------
                            Name:  Ann E. Morris
                            Title: Authorized Agent
<PAGE>

                         First Allmerica Financial Life Insurance
                            Company
                            By: CypressTree Investment Management
                            Company, Inc. as Attorney-in-Fact and on
                            behalf of First Allmerica Financial Life
                            Insurance Company as Portfolio Manager



                         By: /s/ Jeffrey W. Heuer
                            ----------------------------
                            Name:  Jeffrey W. Heuer
                            Title: Principal


                         FIRST DOMINION FUNDING I



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


                         FIRST DOMINION FUNDING II

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



                         FIRST DOMINION FUNDING III

                         By: /s/ Andrew Marshak
                            ------------------
                            Name:  Andrew Marshak
                            Title: Authorized Signatory
<PAGE>

                         FLOATING RATE PORTFOLIO
                            By: INVESCO Senior Secured Management, Inc. as
                            Attorney-in-Fact



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


                         FRANKLIN FLOATING RATE TRUST



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



                         FRANKLIN CLO I, LIMITED



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


                         GENERAL MOTORS WELFARE BENEFITS
                            TRUST



                         By:
                            Name:
                            Title:



                         GENERAL MOTORS EMPLOYEES GLOBAL GROUP PENSION
                            TRUST



                         By:
                            Name:
                            Title:
<PAGE>

                         GLENEAGLES TRADING



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


                         GREAT POINT CLO 1999-1 LTD.



                         By: /s/ Diane J. Exter
                            ----------------------------
                            Name:  Diane J. Exter
                            Title: Executive Vice President


                         HARBOURVIEW CDO II



                         By:
                            Name:
                            Title:


                         HIGHLAND LEGACY LIMITED



                         By: /s/  Mark Okada CFA
                            ------------------------
                            Name:  Mark Okada CFA
                            Title: Executive Vice President



                         HIGHLAND OFFSHORE PARTNERS, L.P.


                         By: /s/  Mark Okada CFA
                            ----------------------------
                            Name:  Mark Okada CFA
                            Title: Executive Vice President
<PAGE>

                         The ING CAPITAL SENIOR SECURED HIGH INCOME FUND,
                             L.P.

                         By: ING Capital Advisors LLC, as Investment
                             Advisor



                         By: /s/ Wade T. Winter, CFA
                            ----------------------------
                            Name:  Wade T. Winter, CFA
                            Title: Vice President



                         ING HIGH INCOME PRINCIPAL
                            PRESERVATION FUND HOLDINGS,
                            LDC.

                         By: ING Capital Advisors LLC As Investment
                            Advisor



                         By:
                            Name:
                            Title:


                         INDOSUEZ CAPITAL FUNDING IIA,
                            LIMITED

                         By:  Indosuez Capital as Portfolio Advisor



                         By: /s/   Lee M. Shaiman
                            ----------------------------
                            Name:  Lee M. Sahiman
                            Title: First Vice President
<PAGE>

                         INDOSUEZ CAPITAL FUNDING IV, L.P.

                         By:  Indosuez Capital as Portfolio Advisor



                         By: /s/   Lee M. Shaiman
                            ----------------------------
                            Name:  Lee M. Shaiman
                            Title: First Vice President


                         KZH CNC LLC



                         By: /s/  Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent


                         KZH Crescent-2 LLC

                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent



                         KZH CRESCENT-3 LLC

                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent



                         KZH CRESCENT



                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent
<PAGE>

                         KZH CYPRESSTREE-1 LLC

                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent



                         KZH HIGHLAND-2 LLC

                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent



                         KZH ING-1 LLC
                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent




                         KZH ING-2 LLC

                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent




                         KZH ING-3 LLC

                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent
<PAGE>

                         KZH PAMCO LLC

                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent



                         KZH STERLING LLC

                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent



                         KZH  WATERSLDE LLC

                         By: /s/ Kimberly Rowe
                            ----------------------------
                            Name:  Kimberly Rowe
                            Title: Authorized Agent



                         KEYPORT LIFE INSURANCE COMPANY



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


                         ML CBO IV (CAYMAN) LTD.


                         By: /s/ Mark  K.  Okada
                            ----------------------------
                            Name:  Mark  K. Okada
                            Title: Executive Vice President
<PAGE>

                         ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.

                         By:  Pilgrim Investments, Inc. as its
                            investment manager


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


                         ML CLO XX PILGRIM AMERICA
                            (CAYMAN) LTD.

                         By:  Pilgrim Investments, Inc. as its
                            investment manager

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



                         ML INCOME STRATEGIES PORTFOLIO

                         By: Merrill Lynch Asset Management, L.P., as
                            Investment Advisor

                         By: /s/ Gilles Marchand, CFA
                            ----------------------------
                            Name:  Gilles Marchand, CFA
                            Title: Authorized Signatory


                         ML SENIOR FLOATING RATE FUND II,
                            INC.

                         By:  Merrill Lynch Asset Management, L.P., as
                            Investment Advisor

                         By: /s/ Gilles Marchand, CFA
                            ----------------------------
                            Name:  Gilles Marchand, CFA
                            Title: Authorized Signatory
<PAGE>

                         MSDW PRIME INCOME TRUST



                         By:
                            Name:
                            Title:


                         MAGNETITE ASSET INVESTORS LLC



                         By:
                            Name:
                            Title:



                         MASS MUTUAL HIGH YIELD PARTNERS II LLC

                         By:  HYP Management, Inc. as Managing Member


                         By: /s/  Mary Ann McCarthy
                            ----------------------------
                            Name:  Mary Ann McCarthy
                            Title: Managing Director


                         MASSACHUSETTS MUTUAL LIFE
                            INSURANCE COMPANY



                         By: /s/ Steven J. Katz
                            ----------------------------
                            Name:  Steven J. Katz
                            Title: Second Vice President and
                                   Associate General Counsel
<PAGE>

                               MERRILL LYNCH DEBT STRATEGIES PORTFOLIO

                                   By: Merrill Lynch Asset Management, L.P., as
                                   Investment Advisor


                                   By
                                      Name:
                                      Title:


                               MERRILL LYNCH PRIME RATE PORTFOLIO

                                   By: Merrill Lynch Asset Management, L.P., as
                                   Investment Advisor


                                   By: /s/ Gilles Marchand, CFA
                                       Name:  Gilles Marchand, CFA
                                       Title:  Authorized Signatory


                               MERRILL LYNCH SENIOR FLOATING RATE FUND

                                   By: Merrill Lynch Asset Management, L.P., as
                                   Investment Advisor

                                   By: /s/ Gilles Marchand, CFA
                                       ------------------------
                                       Name: Gilles Marchand, CFA
                                       Title: Authorized Signatory



                               MERRILL LYNCH PIERCE, FENNER & SMITH

                                   By: Merrill Lynch Asset Management, L.P., as
                                   Investment Advisor



                                   By: /s/ Neil Brisson
                                       ----------------
                                       Name:  Neil Brisson
                                       Title: Director
<PAGE>

                               MONUMENT CAPITAL LTD. as Assignee
                               By: Alliance Capital Management LP as Investment
                                       Manager
                               By: Alliance Capital Management Corporation as
                                       General Partner

                               By: /s/ Kenneth G. Ostmann
                                   -----------------------
                                   Name:  Kenneth G. Ostmann
                                   Title:  Vice President


                               MORGAN STANLEY SENIOR FUNDING, INC.


                               By:
                                   Name:
                                   Title:


                               NATIONAL WESTMINSTER BANK PLC
                               By: Netwest Capital Markets Limited, its Agent
                               By: Greenwich Capital Markets, Inc. its Agent

                               By: /s/ Harry Paschalidis
                                   ----------------------
                                   Name:  Harry Paschalidis
                                   Title: Assistant Vice President


                               NEW YORK LIFE INSURANCE COMPANY


                               By:
                                   Name:
                                   Title:
<PAGE>

                               NEW YORK LIFE INSURANCE & ANNUITY CORPORATION


                                  By:
                                      Name:
                                      Title:


                              NORTH AMERICAN SENIOR FLOATING RATE FUND

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



                                  By: /s/ Jeffrey W. Heuer
                                      --------------------
                                      Name:  Jeffrey W. Heuer
                                      Title: Principal


                              NORTHWOODS CAPITAL, LIMITED

                                  By: Angelo, Gordon & Co., L.P. as Collateral
                                  Manager



                                  By: /s/ Signature Illegible ^^
                                      ----------------------------
                                      Name:
                                      Title:


                              NORTHWOODS CAPITAL II, LIMITED

                                  By: Angelo, Gordon & Co., L.P. as Collateral
                                  Manager



                                  By: /s/ Signature Illegible ^^
                                      ----------------------------
                                      Name:
                                      Title:
<PAGE>

                               NUVEEN SENIOR INCOME FUND

                                  By: /s/ Lisa M. Mincheski
                                      --------------------
                                      Name:  Lisa M. Mincheski
                                      Title: Managing Director


                               OAK HILL SECURITIES FUND, L.P.

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

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



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


                               OAK HILL SECURITIES FUNDS II L.P.


                                  By : Oakhill Securities Gen Part II LP, its
                                  general partner
                                  By: Oak Hill Securities MGP, Inc. its General
                                  Partner

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


                               OAK MOUNTAIN LIMITED

                                  By: Alliance Capital Management L.P. as
                                  Investment Manager

                                  By: Alliance Capital Management Corporation,
                                  as General Partner


                                  By:
                                      Name:
                                      Title:
<PAGE>

                             OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD.



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


                             OCTAGON PARTNERS II, LLC

                                  By: Octagon Credit Investors, LLC as sub-
                                  investment manager



                                  By: /s/ Michael B. Nechamkin
                                      ------------------------
                                      Name:  Michael B. Nechamkin
                                      Title: Portfolio Manager



                             OCTAGON PARTNERS III, LTD.

                                  By: /s/ Michael B. Nechamkin
                                      ------------------------
                                      Name:  Michael B. Nechamkin
                                      Title: Portfolio Manager



                             PAM CAPITAL FUNDING, L.P.



                                  By: /s/ Mark K. Okada
                                      -----------------
                                      Name:  Mark K. Okada
                                      Title: Executive Vice President
<PAGE>

                             PACIFICA PARTNERS I, L.P.


                                  By:
                                     Name:
                                     Title:


                             PAMCO CAYMAN LTD.

                                  By: /s/ Mark K. Okada
                                      -----------------
                                      Name:  Mark K. Okada
                                      Title: Executive Vice President



                             PERSEUS CDO I, LIMITED



                                  By: /s/ Steven J. Katz
                                      ------------------
                                      Name:  Steven J. Katz
                                      Title: Second Vice President and
                                      Associate General Counsel


                             PILGRIM AMERICA HIGH INCOME INVESTMENTS, INC.



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


                             PILGRIM CLO 1999-i LTD.

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

                                  By: /s/ Jason Groom
                                      ---------------
                                      Name:  Jason Groom
                                      Title: Vice President
<PAGE>

                            State Street Bank & Trust Company as Trustee
                               For General Motors Welfare Benefits Trust


                                  By: /s/ Michael Connors
                                      -------------------
                                      Name:  Michael Connors
                                      Assistant Vice President



                            BLACK DIAMOND CLO 2000-1

                                  By: /s/ David Dyer
                                      --------------
                                      Name:  David Dyer
                                      Title: Director





                            SRF 2000, LLC


                                  By: /s/ Ann E. Morris
                                      -----------------
                                      Name:  Ann E. Morris
                                      Title: Assistant Vice President
<PAGE>

                              PILGRIM  PRIME RATE TRUST
                                 By:  Pilgrim Investments Inc. as its Investment
                                      Manager




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




                              PROSPECT STREET INTERNATIONAL FUND PCC LIMITED-
                              PROSPECT INTERNATIONAL DEBT STRATEGY FUND

                                 By: Prospect Street Strategic Debt Management
                                     Co. Inc. as Investment Advisor



                                 By: /s/ Preston I. Carnes, Jr.
                                     --------------------------
                                     Name:  Preston I. Carnes, Jr
                                     Title: Vice President



                              SEQUILS-PILGRIM I, LTD.


                                 By: Pilgrim Investments Inc. as its investment
                                     manager


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





                              SEQUILS I, LTD.

                                 By: TCW Advisors Inc. as its Collateral Manager



                                 By: /s/ Jonathan Berg
                                     -----------------
                                     Name:  Jonathan Berg
                                     Title: Assistant Vice President
<PAGE>

                              UNITED OF OMAHA LIFE INSURANCE COMPANY

                              By: TCW Asset Management Company, Its Investment
                                  Advisor



                              By: /s/ Jonathan Berg
                                  -----------------
                                  Name:  Jonathan Berg
                                  Title: Assistant Vice President






                              VAN KAMPEN PRIME RATE INCOME TRUST

                              By: Van Kampen Investment Advisory Corp.




                              By: /s/ Darvin D. Pierce
                                 ---------------------
                                  Name:  Darvin D. Pierce
                                  Title: Vice President



                              VAN KAMPEN SENIOR INCOME TRUST



                              By: /s/ Darvin D. Pierce
                                 ---------------------
                                 Name:  Darvin D. Pierce
                                 Title: Vice President
<PAGE>

                              STANFIELD/RMF TRANSATLANTIC CDO, LTD.

                              By: Stanfield Capital Partners LLC As Its
                                  Collateral Manager


                              By: /s/ Christopher A. Bondy
                                  ---------------------------
                                  Name:  Christopher Bondy
                                  Title: Partner





                              STANFIELD CLO, LTD.



                              By: Stanfield Capital Partners LLC As Its
                                  Collateral Manager


                              By: /s/ Christopher A. Bondy
                                  ------------------------
                                  Name:  Christopher Bondy
                                  Title: Partner



                              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



                              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
                                         Limited Liability Company

<PAGE>

                              STRATA FUNDING LTD.

                              By: INVESCO Senior Secured Management, Inc.,
                                  As Sub-Management Agent


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



                              SYNDICATED LOAN FUNDING TRUST

                              By: /s/ Michele Swanson
                                  -------------------
                                  Name:  Michele Swanson
                                  Title: Authorized Signatory


                              TRITON CBO III, LIMITED


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




                              TYLER TRADING, INC.

                              By: /s/ David W. Nabors
                                  -------------------
                                  Name: David W. Nabors
                                  Title:
<PAGE>

                             SEQUILS-ING I (HBDGM), LTD.

                             By: ING Capital Advisors LLC, as Collateral Manager


                             By: /s/ Wade T. Winter, CFA
                                 -----------------------
                                 Name:  Wade T. Winter, CFA
                                 Title: Vice President




                             SRF TRADING, INC.



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



                             SRV-HIGHLAND, INC.


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






                              SANKATY HIGH YIELD ASSET PARTNERS



                              By: /s/ Diane J. Exter
                                  ------------------
                                  Name: Diane J. Exter
                                  Title: Executive Vice President
<PAGE>

                              SIAM COMMERCIAL BANK PUBLIC
                              COMPANY LIMITED, NEW YORK AGENCY



                              By:
                                  Name:
                                  Title:



                              SIMSBURY CLO, LIMITED

                              By: Massachusetts Mutual Life Insurance Company as
                                  Collateral Manager


                              By:  /s/ Steven J. Katz
                                   ------------------
                                   Name: Steven J. Katz
                                   Title: Second Vice President and Associate
                                          General Counsel



                              SOCIETE GENERALE, SOUTHWEST AGENCY

                              By:  /s/ Carina T. Huynh
                                   -------------------
                                   Name:  Carina T. Huynh
                                   Title: Vice President



                              SPS HIGH YIELD LOAN TRADING


                              By:
                                  Name:
                                  Title:
<PAGE>

                              CYPRESSTREE INVESTMENT MANGAGEMENT COMPANY, INC.

                              As: Attorney in-Fact and on behalf of First
                                  Allmerica Financial Life Insurance Company as
                                  Portfolio Manager



                              By: /s/ Jeffrey W. Heuer
                                  -------------------
                                  Name:  Jeffrey W. Heuer
                                  Title: Principal



                              FIRST DOMINION FUNDING I



                              By:
                                  Name:
                                  Title:



                              FIRST DOMINION FUNDING II



                              By:
                                  Name:
                                  Title:



                              FIRST DOMINION FUNDING III



                              By:
                                  Name:
                                  Title:
<PAGE>

                                         BLACK DIAMOND CLO 2000-1

                                         By: Black Diamond Capital Management,
                                             LLC, as Collateral Manager


                                         By:   /s/ David Dyer
                                            ----------------------------------
                                            Name:  David Dyer
                                            Title: Director


                                         BAVARIA TRR CORPORATION


                                         By:   /s/ Lori Rezza
                                            ----------------------------------
                                            Name:  LORI REZZA
                                            Title: VICE PRESIDENT

<PAGE>



                                           BEAR STEARNS INVESTMENT PRODUCTS,
                                           INC.


                                           By /s/ [SIGNATURE ILLEGIBLE]^^
                                              -----------------------------
                                           Title: Managing Director
<PAGE>

MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST


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







REFERENCE:     AMENDMENT AND RESTATEMENT dated as of September 25, 2000 to the
               Credit Agreement dated as of June 30, 1999 among WYNDHAM
               INTERNATIONAL, INC., a Delaware corporation and the leaders from
               time to time party thereto.
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                                             SRF 2000, LLC

                                             By: /s/ Ann E. Morris
                                                -------------------------------
                                                Name: ANN E. MORRIS
                                                Title: ASST. VICE PRESIDENT
<PAGE>


                                   SANKATY HIGH YIELD ASSET PARTNERS
                                   II


                                   By: /s/ Diane J. Exter
                                       -------------------------------
                                       Name:  Diane J. Exter
                                       Title: Executive Vice President


                                   SENIOR DEBT PORTFOLIO

                                       By: Boston Management and Research as
                                       Investment Advisor


                                   By: _______________________________
                                       Name:
                                       Title:


                                   SENIOR HIGH INCOME PORTFOLIO, INC.


                                   By: /s/ Gilles Marchand
                                       -------------------------------
                                       Name: GILLES MARCHAND, CFA
                                       Title: AUTHORIZED SIGNATORY

                                   SENIOR LOAN FUND


                                   By: _______________________________
                                       Name:
                                       Title: