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Exhibit 10.1    
  


ON COMMAND CORPORATION

AMENDMENT NO. 3  


        AMENDMENT NO. 3 (this "Amendment"), dated as of March 28, 2003, to the Credit Agreement, dated as of
July 18, 2000, by and among ON COMMAND CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party thereto, TORONTO DOMINION
(TEXAS), INC. and FLEET NATIONAL BANK, as the Documentation Agents, BANK OF AMERICA, N.A., as the Syndication Agent, THE BANK OF NEW YORK COMPANY, INC., as the Swingline Lender, and THE
BANK OF NEW YORK, as the Issuing Bank and as the Administrative Agent for the Lenders thereunder (as amended by Amendment No. 1, dated as of March 27, 2001, and Amendment No. 2,
dated as of November 14, 2001, the "Credit Agreement"). 


RECITALS  


        Except as otherwise provided herein, capitalized terms used herein that are not defined herein shall have the meanings set forth in the Credit Agreement. 


        NOW,
THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and pursuant to Section 9.8 of the Credit Agreement, the parties hereto hereby agree as follows: 



        1.    Section 6.9
of the Credit Agreement is amended to replace the chart contained therein with the following: 



	Period
 
	 	Ratio

	November 14, 2001 through September 29, 2002	 	4.75 to 1.00
	

September 30, 2002 through December 30, 2002	
 	

4.50 to 1.00
	

December 31, 2002 through June 29, 2003	
 	

4.25 to 1.00
	

June 30, 2003 through December 31, 2003	
 	

3.50 to 1.00
	

Thereafter	
 	

3.00 to 1.00






        2.    Paragraph 1
of this Amendment shall not become effective until: 



        (a)  the
Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Administrative Agent and the Required
Lenders; 


        (b)  the
Administrative Agent shall have received for the account of each Lender executing and delivering (without condition) this Amendment to the Administrative Agent
before 3:00 p.m. (New York City time) on March 28, 2003, a fee equal to 0.10% of such Lender's Revolving Loan Commitment and shall have received payment, or confirmation of payment, of
all other fees payable in connection with this Amendment, including legal fees and expenses of counsel to the Administrative Agent in connection with the Credit Agreement and this Amendment to the
extent an invoice for such legal fees and expenses has been presented to the Borrower. 




        3.    In
all other respects the Credit Agreement and other Loan Documents shall remain in full force and effect. 



        4.    In
order to induce the Administrative Agent and the Required Lenders to execute and deliver this Amendment, the Borrower and the other Obligors each (a) certifies
that, immediately before and after giving effect to this Amendment, all representations and warranties contained in the Loan Documents to which it is a party shall be true and correct in all respects
with the same effect as though such representations and warranties had been made on the date hereof, except as the context otherwise requires or as otherwise permitted by the Loan Documents or this
Amendment, (b) certifies that,

  
immediately before and after giving effect to this Amendment, no Default or Event of Default shall exist under the Loan Documents, as amended, and (c) agrees to pay all of the reasonable fees
and disbursements of counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of this Amendment. 


        5.    Each
of the Borrower and the other Obligors (a) reaffirms and admits the validity, enforceability and continuing effect of all Loan Documents to which it is a
party, and its obligations thereunder, and (b) agrees and admits that as of the date hereof it has no valid defenses to or offsets against any of its obligations to the Administrative Agent or
any Lender under any Loan Document to which it is a party. 


        6.    Each
of the Borrower and the other Obligors, on its own behalf, and on behalf of its successors and assigns, releases, waives, and forever discharges the Administrative
Agent, the Lenders, the Issuing Bank and all of their officers, directors, employees and agents from any and all actions, causes of action, debts, dues, claims, demands, liabilities and obligations of
every kind and nature, both in law and equity, known or unknown, whether matured or unmatured, absolute or contingent arising from the beginning of the world through the date hereof with respect to
this Amendment, the Credit Agreement, the other Loan Documents and the transactions contemplated thereby. 



        7.    This
Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which
when taken together shall constitute a single contract. Delivery of an executed signature page to this Amendment by facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Amendment. 


        8.    This
Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 



        9.    The
parties have caused this Amendment to be duly executed as of the date first written above. 




 


ON COMMAND CORPORATION

AMENDMENT NO. 3 TO CREDIT AGREEMENT  



	

 	
 	

ON COMMAND CORPORATION
	

 	
 	

By:	
 	

/s/  CHRISTOPHER SOPHINOS      

	 	 	Name:	 	Christopher Sophinos
	 	 	Title:	 	President and Chief Executive Officer





	

AGREED AND CONSENTED:	
 	

 
	

ON COMMAND VIDEO CORPORATION

ON COMMAND DEVELOPMENT CORPORATION

SPECTRADYNE INTERNATIONAL, INC.

HOTEL DIGITAL NETWORK, INC.	
 	

 
	

By:	
 	

/s/  CHRISTOPHER SOPHINOS      
	
 	

 
	Name:	 	Christopher Sophinos	 	 
	Title:	 	President and Chief Executive Officer of On Command Video Corporation

President, On Command Development Corporation

President, Spectradyne International, Inc.

Chairman of the Board, Hotel Digital Network, Inc.	 	 







 



	

 	
 	

THE BANK OF NEW YORK,

as Issuing Bank and as Administrative Agent
	

 	
 	

By:	
 	

/s/  STEPHEN M. NETTLER      

	 	 	Name:	 	Stephen M. Nettler
	 	 	Title:	 	Vice President
	

 	
 	

THE BANK OF NEW YORK COMPANY, INC.,

as Lender and as Swingline Lender
	

 	
 	

By:	
 	

/s/  JOHN C. LAMBERT      

	 	 	Name:	 	John C. Lambert
	 	 	Title:	 	Authorized Signer
	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

By:	
 	

/s/  JAMES T. GILLAND      

	 	 	Name:	 	James T. Gilland
	 	 	Title:	 	Managing Director
	

 	
 	

FLEET NATIONAL BANK
	

 	
 	

By:	
 	

/s/  SRBUI SEFERIAN      

	 	 	Name:	 	Srbui Seferian
	 	 	Title:	 	Vice President
	

 	
 	

TORONTO DOMINION (TEXAS), INC.
	

 	
 	

By:	
 	

/s/  DEBBIE A. GREENE      

	 	 	Name:	 	Debbie A. Greene
	 	 	Title:	 	Vice President
	

 	
 	

MIZUHO CORPORATE BANK, LTD.
	

 	
 	

By:	
 	

/s/  MARK GRONICH      

	 	 	Name:	 	Mark Gronich
	 	 	Title:	 	Vice President
	

 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

/s/  KENNETH D. BROWN      

	 	 	Name:	 	Kenneth D. Brown
	 	 	Title:	 	Vice President




 

	

 	
 	

BNP PARIBAS
	

 	
 	

By:	
 	

/s/  GREGG BONARDI      

	 	 	Name:	 	Gregg Bonardi
	 	 	Title:	 	Director Media & Telecom Finance
	

 	
 	

By:	
 	

/s/  OLA ANDERSSEN      

	 	 	Name:	 	Ola Anderssen
	 	 	Title:	 	Director
	

 	
 	

CREDIT LYONNAIS NEW YORK BRANCH
	

 	
 	

By:	
 	

/s/  DOUGLAS ROPER      

	 	 	Name:	 	Douglas Roper
	 	 	Title:	 	Senior Vice President
	

 	
 	

THE BANK OF NOVA SCOTIA
	

 	
 	

By:	
 	

/s/  PAUL S. WEISSENBERGER      

	 	 	Name:	 	Paul S. Weissenberger
	 	 	Title:	 	Authorized Signatory














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Exhibit 10.1