<PAGE>   1
                                                                   Exhibit 10.16

                                  $350,000,000

                                CREDIT AGREEMENT

                            DATED AS OF JULY 18, 2000

                                  BY AND AMONG

                             ON COMMAND CORPORATION,
                                AS THE BORROWER,

                           THE LENDERS PARTY THERETO,

                         TORONTO DOMINION (TEXAS), INC.,
          AS THE DOCUMENTATION AGENT (AGENT-ONLY LEAGUE TABLE CREDIT),

                              FLEET NATIONAL BANK,
                           AS THE DOCUMENTATION AGENT,

                             BANK OF AMERICA, N.A.,
            AS THE SYNDICATION AGENT (AGENT-ONLY LEAGUE TABLE CREDIT)

                                       AND

                              THE BANK OF NEW YORK,
          AS THE ADMINISTRATIVE AGENT (AGENT-ONLY LEAGUE TABLE CREDIT)


                           BNY CAPITAL MARKETS, INC.,
                      AS THE LEAD ARRANGER AND BOOK MANAGER

                                       AND

                          BANCAMERICA SECURITIES, INC.,
                   AS THE CO-LEAD ARRANGER AND CO-BOOK MANAGER
<PAGE>   2
                             EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit A         -        Form of Assignment and Acceptance
Exhibit B         -        Form of Borrowing Notice
Exhibit C         -        Form of Guarantee Agreement




SCHEDULES

Schedule 1.1               -        Pro Rata Percentages
Schedule 1.1A              -        Unrestricted Subsidiaries
Schedule 3.8               -        Subsidiaries
Schedule 3.9               -        Litigation
Schedule 3.10              -        Restrictive Material Agreements
Schedule 3.20              -        Environmental Matters
Schedule 6.1               -        Subsidiary Indebtedness
Schedule 6.2               -        Liens
Schedule 6.4               -        Investments
Schedule 6.8               -        Restrictive Agreements
<PAGE>   3
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----

<S>                                                                                                               <C>
ARTICLE I. Definitions...........................................................................................    1
         Section 1.1. Defined Terms..............................................................................    1
         Section 1.2. Terms Generally............................................................................   18


ARTICLE II. The Credits..........................................................................................   18
         Section 2.1. Revolving Loans............................................................................   18
         Section 2.2. Loans......................................................................................   18
         Section 2.3. Swingline Loans............................................................................   20
         Section 2.4. Borrowing Procedure........................................................................   22
         Section 2.5. Evidence of Debt; Repayment of Loans.......................................................   23
         Section 2.6. Fees.......................................................................................   24
         Section 2.7. Interest on Loans..........................................................................   25
         Section 2.8. Default Interest...........................................................................   26
         Section 2.9. Alternate Rate of Interest.................................................................   26
         Section 2.10. Termination and Reduction of the Revolving Loan Commitment................................   26
         Section 2.11. Conversion and Continuation of Borrowings.................................................   27
         Section 2.12. Prepayment................................................................................   28
         Section 2.13. Reserve Requirements; Change in Circumstances.............................................   30
         Section 2.14. Change in Legality........................................................................   32
         Section 2.15. Indemnity.................................................................................   32
         Section 2.16. Pro Rata Treatment........................................................................   33
         Section 2.17. Sharing of Setoffs........................................................................   33
         Section 2.18. Payments..................................................................................   34
         Section 2.19. Taxes.....................................................................................   34
         Section 2.20. Assignment of the Revolving Loan Commitment Under Certain Circumstances; Duty to
                           Mitigate..............................................................................   38
         Section 2.21. Letters of Credit.........................................................................   39
         Section 2.22. Incremental Facilities....................................................................   43


ARTICLE III. Representations and Warranties......................................................................   44
         Section 3.1. Organization; Powers.......................................................................   44
         Section 3.2. Authorization..............................................................................   44
         Section 3.3. Enforceability.............................................................................   44
         Section 3.4. Governmental Approvals.....................................................................   45
         Section 3.5. Financial Statements.......................................................................   45
         Section 3.6. No Material Adverse Change.................................................................   45
         Section 3.7. Title to Properties; Possession Under Leases...............................................   45
         Section 3.8. Subsidiaries...............................................................................   46
         Section 3.9. Litigation; Compliance with Laws...........................................................   46
         Section 3.10. Agreements................................................................................   46
         Section 3.11. Federal Reserve Regulations...............................................................   46
</TABLE>

                                       i
<PAGE>   4
                                TABLE OF CONTENTS
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                               <C>
         Section 3.12. Investment Company Act; Public Utility Holding Company Act................................   47
         Section 3.13. Use of Proceeds...........................................................................   47
         Section 3.14. Tax Returns...............................................................................   47
         Section 3.15. No Material Misstatements.................................................................   47
         Section 3.16. Employee Benefit Plans....................................................................   47
         Section 3.17. Solvency..................................................................................   47
         Section 3.18. Insurance.................................................................................   48
         Section 3.19. Labor Matters.............................................................................   48
         Section 3.20. Environmental Matters.....................................................................   48
         Section 3.21. Survival of Representations and Warranties, etc...........................................   49


ARTICLE IV. Conditions of Lending................................................................................   49
         Section 4.1. All Credit Events..........................................................................   50
         Section 4.2. First Credit Event.........................................................................   50


ARTICLE V. Affirmative Covenants.................................................................................   52
         Section 5.1. Existence; Businesses and Properties.......................................................   52
         Section 5.2. Insurance..................................................................................   52
         Section 5.3. Obligations and Taxes......................................................................   53
         Section 5.4. Financial Statements, Reports, etc.........................................................   53
         Section 5.5. Litigation and Other Notices...............................................................   54
         Section 5.6. Employee Benefits..........................................................................   54
         Section 5.7. Maintaining Records; Access to Properties and Inspections..................................   54
         Section 5.8. Use of Proceeds............................................................................   55
         Section 5.9. Compliance with Environmental Laws.........................................................   55
         Section 5.10. Compliance with Material Contracts........................................................   55
         Section 5.11. Ownership of Restricted Subsidiaries; Additional Restricted Subsidiaries..................   55


ARTICLE VI. Negative Covenants...................................................................................   56
         Section 6.1. Indebtedness of the Borrower and the Restricted Subsidiaries...............................   56
         Section 6.2. Liens......................................................................................   57
         Section 6.3. Sale and Lease Back Transactions; Off-Balance Sheet Financings.............................   58
         Section 6.4. Investments, Acquisitions, Loans and Advances..............................................   58
         Section 6.5. Mergers, Consolidations and Sales of Assets................................................   59
         Section 6.6. Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay
                           Dividends.............................................................................   60
         Section 6.7. Transactions with Affiliates...............................................................   60
         Section 6.8. Limitation on Restrictive Agreements.......................................................   61
         Section 6.9. Leverage Ratio.............................................................................   61
</TABLE>

                                       ii
<PAGE>   5
                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----

<S>                                                                                                               <C>
         Section 6.10. Coverage Ratio............................................................................   62
         Section 6.11. Amendments to Organizational Documents....................................................   62
         Section 6.12. Capital Expenditures......................................................................   62


ARTICLE VII. Events of Default...................................................................................   62


ARTICLE VIII. The Administrative Agent...........................................................................   65


ARTICLE IX. Miscellaneous........................................................................................   67
         Section 9.1. Notices....................................................................................   67
         Section 9.2. Survival of Agreement......................................................................   68
         Section 9.3. Binding Effect.............................................................................   69
         Section 9.4. Successors and Assigns.....................................................................   69
         Section 9.5. Expenses; Indemnity........................................................................   72
         Section 9.6. Right of Setoff............................................................................   73
         Section 9.7. Governing Law; Jurisdiction; Consent to Service of Process.................................   73
         Section 9.8. Waivers; Amendment.........................................................................   74
         Section 9.9. Interest Rate Limitation...................................................................   75
         Section 9.10. Entire Agreement..........................................................................   75
         Section 9.11. Waiver of Jury Trial......................................................................   76
         Section 9.12. Severability..............................................................................   76
         Section 9.13. Counterparts..............................................................................   76
         Section 9.14. Headings..................................................................................   76
         Section 9.15. Confidentiality...........................................................................   76
</TABLE>

                                      iii
<PAGE>   6
                             CREDIT AGREEMENT

            This CREDIT AGREEMENT (as the same may be amended, supplemented,
modified, substituted, increased, replaced or extended from time to time, this
"Agreement"), dated as of July 18, 2000, by and among ON COMMAND CORPORATION, a
Delaware corporation (the "Borrower"), the Lenders (as defined in Section 1.1),
TORONTO DOMINION (TEXAS), INC. and FLEET NATIONAL BANK, as the documentation
agents (in such capacity, the "Documentation Agents"), BANK OF AMERICA, N.A., as
the syndication agent (in such capacity, the "Syndication Agent"), THE BANK OF
NEW YORK COMPANY, INC., as the Swingline Lender (as defined in Section 1.1), and
THE BANK OF NEW YORK, as the Issuing Bank (as defined in Section 1.1), and as
the administrative agent (in such capacity, the "Administrative Agent") for the
Lenders.

                                   ARTICLE I.

                                   Definitions


      SECTION 1.1. Defined Terms. As used in this Agreement, the following terms
shall have the meanings specified below:

            "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

            "ABR Loans" shall mean Loans (other than Swingline Loans) bearing
interest at the Alternate Base Rate in accordance with the provisions of Article
II.

            "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, a simple per annum interest rate equal to the
sum of (a) the LIBO Rate, stated as a decimal, plus (b) the Applicable Margin.
The Adjusted LIBO Rate shall apply to Interest Periods of one, two, three or six
months. The Adjusted LIBO Rate shall be subject to availability with respect to
the Lenders and to Section 2.14. Once determined, the Adjusted LIBO Rate shall
remain unchanged during the applicable Interest Period, except for changes in
Applicable Margin.

            "Administrative Agent" shall have the meaning assigned to such term
in the preamble hereto.

            "Administrative Questionnaire" shall mean an Administrative
Questionnaire in a form supplied by the Administrative Agent.

            "Affiliate" shall mean, when used with respect to a specified
Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
Person specified.

            "Agent Register" shall have the meaning assigned to such term in
Section 9.4(d).
<PAGE>   7
            "Agreement" shall have the meaning assigned to such term in the
preamble hereto.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/100 of 1%) equal to the sum of (a)
the Applicable Margin plus (b) the greater of (i) the Prime Rate in effect on
such day and (ii) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%. If for any reason the Administrative Agent shall have determined
(which determination shall be conclusive absent manifest error) that it is
unable to ascertain the Federal Funds Effective Rate for any reason, including
the inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms of the definition thereof, the Alternate
Base Rate shall be determined without regard to clause (b)(ii) of the preceding
sentence, until the circumstances giving rise to such inability no longer exist.
Any change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

            "Applicable Law" shall mean, in respect of any Person, all
provisions of Laws of tribunals applicable to such Person, and all orders and
decrees of all courts and arbitrators in proceedings or actions to which such
Person is a party.

            "Applicable Margin" shall mean, for any day, with respect to any
Eurodollar Loan or any ABR Loan, the percentage set forth below under the
caption "Eurodollar Margin" or "ABR Margin", as the case may be, based upon the
Leverage Ratio, then in effect for purposes hereof:

<TABLE>
<CAPTION>

                Leverage Ratio                           Eurodollar Margin                     ABR Margin
                --------------                           -----------------                     ----------
<S>                                                      <C>                                   <C>
Category 1
Greater than or equal to 3.00 to 1.00                         1.325%                             0.000%

Category 2
Greater than or equal to 2.50 to 1.00 but less
than 3.00 to 1.00                                             1.125%                             0.000%
</TABLE>


                                      -2-
<PAGE>   8
<TABLE>
<CAPTION>

                Leverage Ratio                           Eurodollar Margin                     ABR Margin
                --------------                           -----------------                     ----------
<S>                                                      <C>                                   <C>
Category 3
Greater than or equal to 2.00 to 1.00 but less
than 2.50 to 1.00                                             0.925%                             0.000%

Category 4
Greater than or equal to 1.00 to 1.00 but less
than 2.00 to 1.00                                             0.700%                             0.000%

Category 5
Less than 1.00 to 1.00                                        0.600%                             0.000%.
</TABLE>

Except as set forth below, the Leverage Ratio utilized for purposes of
determining the Applicable Margin shall be that in effect as of the last day of
the most recent fiscal quarter of the Borrower in respect of which financial
statements have been delivered pursuant to this Agreement. The Applicable Margin
from time to time in effect shall be based on the Leverage Ratio from time to
time in effect, and each change in the Applicable Margin resulting from a change
in (or the initial establishment of) the Leverage Ratio shall be effective with
respect to all Loans, the Revolving Loan Commitment and Letters of Credit
outstanding on and after the date of delivery to the Administrative Agent of the
financial statements and certificates required by Section 5.4(a) or (b)
indicating such change to and including the date immediately preceding the next
date of delivery of such financial statements and certificates indicating
another such change. Notwithstanding the foregoing, at all times during the
period commencing on the Closing Date and ending on the date that is one year
thereafter, at all times during which the Borrower has failed to deliver the
financial statements and certificates required by Section 5.4(a) or (b), and at
all times after the occurrence and during the continuance of an Event of
Default, the Leverage Ratio shall, in each case, be deemed to be in Category 1
above.

            "Application" shall mean any stand-by letter of credit application
delivered to the Administrative Agent for or in connection with any Letter of
Credit pursuant to Section 2.21, in the Administrative Agent's standard form for
stand-by letters of credit.

            "Asset Disposition" shall have the meaning assigned to it in Section
6.5(b).

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit A or such other form as shall be approved by the
Administrative Agent.

            "Attributable Debt" shall mean, as of any date of determination, the
present value (discounted semiannually at the interest rate set forth or
implicit in the terms of such transaction, as determined by the principal
accounting or financial officer of the Borrower) of the obligation of a lessee
for rental payments pursuant to any Equipment Lease Transaction during the


                                      -3-
<PAGE>   9
remaining term of such Equipment Lease Transaction (including any period for
which the lease relating thereto has been extended), such rental payments not to
include amounts payable by the lessee for maintenance and repairs, insurance,
taxes, assessments and similar charges.

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States of America.

            "Borrower" shall have the meaning assigned to such term in the
preamble hereto.

            "Borrowing" shall mean (a) Revolving Loans of a single Type made by
the Lenders in accordance with the terms hereof on a single date and as to which
a single Interest Period is in effect or (b) a Swingline Loan.

            "Borrowing Request" shall mean a request by the Borrower in
accordance with the terms of Section 2.4 and substantially in the form of
Exhibit B.

            "Breakage Event" shall have the meaning assigned to such term in
Section 2.15.

            "Business Day" shall mean any day other than a Saturday, Sunday or
day on which banks in New York, New York are authorized or required by Law to
close; provided, however, that when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

            "Capital Expenditures" of any Person shall mean expenditures
(whether paid in cash or other consideration or accrued as a liability) for
fixed or capital assets (excluding any capitalized interest and any such
expenditure in respect of an asset acquired in connection with normal
replacement and maintenance programs properly charged to current operations and
excluding any such expenditure in respect of replacement assets acquired with
the proceeds of insurance) made by such Person.

            "Capital Lease Obligations" of any Person shall mean the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Capital Stock" shall mean, as to any Person, the equity interests
in such Person, including the shares of each class of capital stock of any
Person that is a corporation and each class of partnership interests (including
general, limited and preference units) in any Person that is a partnership.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Swingline Loans.


                                      -4-
<PAGE>   10
            "Closing Date" shall mean the date of the first Credit Event.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

            "Consolidated Assets" shall mean, at any date, the total assets of
the Borrower and the Restricted Subsidiaries at such date, as determined on a
consolidated basis in accordance with GAAP.

            "Consolidated Cash Interest Expense" shall mean, for any period of
determination, the gross interest expense of the Borrower and the Restricted
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, excluding any amounts paid other than in cash or not required
(whether during or after such period) to be paid in cash. For purposes of the
foregoing, gross interest expense shall be determined after giving effect to any
net cash payments made or received by the Borrower with respect to rate
protection agreements entered into as a hedge against interest rate exposure.
Gross interest expense shall be calculated in accordance with GAAP as in effect
and applied by the Borrower on the date of this Agreement and, accordingly,
shall exclude the effects of any changes in GAAP or its application by the
Borrower after the date hereof.

            "Consolidated Liabilities" shall mean, at any date, the total
liabilities of the Borrower and the Restricted Subsidiaries at such date, as
determined on a consolidated basis in accordance with GAAP.

            "Consolidated Tangible Assets" shall mean, at any date, with respect
to the Borrower and the Restricted Subsidiaries on a consolidated basis,
Consolidated Assets as of such date, excluding all assets which would be
classified as intangibles under GAAP, including goodwill (whether representing
the excess of cost over book value of assets acquired or otherwise),
organizational expenses, trademarks, trade names, copyrights, patents, patent
applications, licenses and rights in any thereof, and treasury stock held as an
asset.

            "Consolidated Tangible Net Worth" shall mean, at any date, the
excess of the Consolidated Tangible Assets as of such date over the Consolidated
Liabilities as of such date.

            "Consolidated Total Indebtedness" shall mean, without duplication,
all Indebtedness of the Borrower and the Restricted Subsidiaries (other than
Indebtedness referred to in clause (h) of the definition of such term, and
excluding obligations of such Person with respect to deposits with such Person
or advances to such Person of any kind, up to a maximum aggregate amount of
$5,000,000), determined on a consolidated basis in accordance with GAAP.

            "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, and "Controlling" and "Controlled" shall have meanings correlative
thereto.


                                      -5-
<PAGE>   11
            "Coverage Ratio" shall mean, on any date, the ratio of (a) EBITDA
for the four most recently completed consecutive fiscal quarters to (b)
Consolidated Cash Interest Expense for such period.

            "Credit Event" shall have the meaning assigned to such term in
Section 4.1.

            "Debtor Relief Laws" shall mean applicable bankruptcy,
reorganization, moratorium, or similar Laws, or principles of equity affecting
the enforcement of creditors' rights generally.

            "Default" shall mean any event or condition which upon notice, lapse
of time or both would constitute an Event of Default.

            "Documentation Agents" shall have the meaning assigned to such term
in the preamble hereto.

            "dollars" or "$" shall mean lawful money of the United States of
America.

            "EBITDA" shall mean, for any period, the consolidated net income of
the Borrower and the Restricted Subsidiaries for such period, computed on a
consolidated basis in accordance with GAAP, plus, to the extent deducted in
computing such consolidated net income and without duplication, the sum of (a)
income tax expense, (b) interest expense, (c) depreciation, amortization and
stock based compensation expense, (d) allocation of income to minority interests
in earnings of consolidated Subsidiaries, (e) extraordinary losses (including
restructuring provisions) and all other non-operating losses during such period,
and (f) expenses incurred in connection with the relocation of the Borrower's
executive offices to the Denver, Colorado metropolitan area, up to a maximum
aggregate amount of $5,000,000 for such period and $10,000,000 for the term of
this Agreement, minus, to the extent added in computing such consolidated net
income and without duplication, (i) extraordinary gains and all other
non-operating gains during such period and (ii) allocation of losses to minority
interests in earnings of consolidated Subsidiaries. EBITDA shall be calculated
in accordance with GAAP as in effect and applied by the Borrower on the date of
this Agreement and, accordingly, shall exclude the effects of any changes in
GAAP or its application by the Borrower after the date hereof.

            "Environment" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, the workplace or as otherwise defined in any Environmental
Law.

            "Environmental Claim" shall mean any written accusation, allegation,
notice of violation, claim, demand, order, directive, consent decree, cost
recovery action or other cause of action by, or on behalf of, any Governmental
Authority or any Person for damages, injunctive or equitable relief, personal
injury (including sickness, disease or death), Remedial Action costs, tangible
or intangible property damage, natural resource damages, nuisance, pollution,
any adverse effect on the Environment caused by any Hazardous Material, or for
fines, penalties or restrictions, resulting from or based upon: (a) the
existence, or the continuation of the existence, of a Release (including sudden
or non-sudden, accidental or non-accidental Releases); (b)

                                      -6-
<PAGE>   12
exposure to any Hazardous Material; (c) the presence, use, handling,
transportation, storage, treatment or disposal of any Hazardous Material; or (d)
the violation or alleged violation of any Environmental Law or Environmental
Permit.

            "Environmental Law" shall mean any and all applicable present and
future treaties, Laws, codes, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the Environment, preservation or reclamation of natural
resources, the management, Release or threatened Release of any Hazardous
Material or to health and safety matters, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Sections
9601 et seq. (collectively "CERCLA"), the Solid Waste Disposal Act, as amended
by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid
Waste Amendments of 1984, 42 U.S.C. Sections 6901 et seq., the Federal Water
Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C.
Sections 1251 et seq., the Clean Air Act of 1970, 42 U.S.C. Sections 7401 et
seq., as amended, the Toxic Substances Control Act of 1976, 15 U.S.C. Sections
2601 et seq., the Occupational Safety and Health Act of 1970, as amended by 29
U.S.C. Sections 651 et seq., the Emergency Planning and Community Right-to-Know
Act of 1986, 42 U.S.C. Sections 11001 et seq., the Safe Drinking Water Act of
1974, as amended by 42 U.S.C. Sections 300(f) et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. Sections 5101 et seq., and any similar or
implementing state or local law, and all amendments or regulations promulgated
thereunder.

            "Environmental Permit" shall mean any permit, approval,
authorization, certificate, license, variance, filing or permission required by
or from any Governmental Authority pursuant to any Environmental Law.

            "Equipment Lease Transaction" shall mean any transaction or
arrangement (other than (a) a Capital Lease Obligation reflected as such on the
consolidated financial statements of the Borrower or (b) an operating lease) (i)
pursuant to which the Borrower or any of the Restricted Subsidiaries sells or
transfers any equipment or fixtures used or useful in its business, whether now
owned or hereafter acquired, to any other Person, and thereafter rents or leases
such property or other property which it intends to use for substantially the
same purpose or purposes as the property being sold or transferred or (ii)
pursuant to which the Borrower or any of the Restricted Subsidiaries rents or
leases from any other Person any equipment or fixtures used or useful in its
business and which, although not required to be accounted for as a Capital Lease
Obligation, in substance represents the financing of the acquisition of such
property by the Borrower or such Restricted Subsidiary.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

            "ERISA Affiliate" shall mean any Subsidiary of the Borrower and any
trade or business (whether or not incorporated) that, together with the Borrower
or any Subsidiary of the Borrower, is treated as a single employer under Section
414(b) or (c) of the Code, or solely for

                                      -7-
<PAGE>   13
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.

            "ERISA Event" shall mean (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan; (b) the adoption of any amendment to a Plan that would require the
provision of security pursuant to Section 401(a)(29) of the Code or Section 307
of ERISA; (c) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (d) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (e) the incurrence of any liability under
Title IV of ERISA upon the termination of any Plan or the withdrawal or partial
withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or
Multiemployer Plan; (f) the receipt by the Borrower or any ERISA Affiliate from
the PBGC of any notice relating to the intention to terminate any Plan or Plans
or to appoint a trustee to administer any Plan; (g) the receipt by the Borrower
or any ERISA Affiliate of any notice concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h)
the occurrence of a "prohibited transaction" with respect to which the Borrower
or any of the Restricted Subsidiaries is a "disqualified person" (within the
meaning of Section 4975 of the Code) or with respect to which the Borrower or
any such Restricted Subsidiary could otherwise be liable.

            "Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.

            "Eurodollar Loans" shall mean Loans (other than Swingline Loans)
bearing interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.

            "Event of Default" shall have the meaning assigned to such term in
Article VII.

            "Existing Credit Documents" shall mean (a) the First Amended and
Restated Credit Agreement, dated as of November 24, 1997, among the Borrower,
the lenders party thereto, and NationsBank of Texas, N.A., as administrative
agent thereunder, (b) the line of credit letter agreement, dated June 29, 2000,
by and between the Borrower and The Bank of New York Company, Inc., and (c) the
demand promissory note, dated June 29, 2000, made the Borrower to the The Bank
of New York Company, Inc., in each case as amended, supplemented or otherwise
modified.

            "Facility Fees" shall have the meaning assigned to such term in
Section 2.6(b).

            "Federal Funds Effective Rate" shall mean, for any day, a rate per
annum (expressed as a decimal, rounded upwards, if necessary, to the next higher
1/100 of 1%) equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York or, if such rate is not so published
for any day that is a Business Day, the average of the quotations for such day
for such

                                      -8-
<PAGE>   14
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Fees" shall mean the L/C Participation Fees, the Issuing Bank Fees,
the Facility Fees and all other fees in respect of the credit facilities
established hereby payable by the Obligors to the Administrative Agent, the
Lenders, the Issuing Bank, the Syndication Agent, the Documentation Agents, the
Swingline Lender and/or any Affiliates thereof.

            "Financial Officer" of any Person shall mean the chief financial
officer, principal accounting officer, Treasurer, Controller or other analogous
counterpart of such Person.

            "Free Cash Flow" shall mean, for the Borrower and the Restricted
Subsidiaries on a consolidated basis, EBITDA for the period commencing on the
Closing Date and ending on the relevant date of determination minus the sum of
Consolidated Cash Interest Expense plus consolidated cash taxes paid plus
Capital Expenditures made, in each case for such period. Notwithstanding
anything herein or in any other Loan Document to the contrary, fiscal quarters
of the Borrower with negative Free Cash Flow shall be excluded from the
calculation of "Free Cash Flow".

            "GAAP" shall mean generally accepted accounting principles.

            "Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

            "Guarantee" of or by any Person shall mean any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness, (c) to maintain working capital, equity capital or
any other financial statement condition or liquidity of the primary obligor so
as to enable the primary obligor to pay such Indebtedness or (d) to guarantee
the obligations, payments by or performance of, a Person that is not a
wholly-owned direct or indirect subsidiary of the Borrower; provided, however,
that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.

            "Guarantee Agreement" shall mean the Guarantee Agreement, in the
form of Exhibit C, by and among the Borrower, the Guarantors and the
Administrative Agent, as the same may be amended, supplemented, modified,
substituted, increased, replaced or extended from time to time.

            "Guarantors" shall mean all Subsidiaries of the Borrower that
execute and deliver the Guarantee Agreement in accordance with Sections 4.2(f)
and 5.11(b).


                                      -9-
<PAGE>   15
            "Hazardous Materials" shall mean all explosive or radioactive
substances or wastes, hazardous or toxic substances or wastes, pollutants,
solid, liquid or gaseous wastes, including petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated biphenyls ("PCBs") or
PCB-containing materials or equipment, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

            "Indebtedness" of any Person shall mean, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits
with such Person or advances to such Person of any kind, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, (c)
all obligations of such Person under conditional sale or other title retention
agreements relating to property or assets purchased by such Person, (d) all
obligations of such Person issued or assumed as the deferred purchase price of
property or services (excluding trade accounts payable and accrued obligations
incurred in the ordinary course of business, and excluding any obligations
relating to operating leases), (e) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the obligations secured thereby have been assumed, (f)
all Guarantees by such Person, (g) all Capital Lease Obligations of such Person,
(h) all net obligations of such Person in respect of interest rate protection
agreements, foreign currency exchange agreements or other interest or exchange
rate hedging arrangements and (i) all obligations of such Person as an account
party in respect to letters of credit and bankers' acceptances. The Indebtedness
of any Person shall include the Indebtedness of any other entity in which such
Person has an ownership interest or with which such Person otherwise has a
relationship (including any partnership in which such Person is a general
partner), to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor.

            "Interest Payment Date" shall mean (i) with respect to any Borrowing
other than a Swingline Loan, the last day of the Interest Period applicable to
such Borrowing, and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months' duration, each day that would have been an
Interest Payment Date had successive Interest Periods of three months' duration
been applicable to such Borrowing, and, in addition, the date of any repayment
or prepayment of such Borrowing or conversion of such Borrowing to a Borrowing
of a different Type, and (ii) with respect to any Swingline Loan, the date of
repayment of or prepayment of such Swingline Loan.

            "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is one, two, three or six months thereafter, as
applicable, and (b) as to any ABR Borrowing, the period commencing on the date
of such Borrowing and ending on the earliest of (i) the next succeeding March
31, June 30, September 30 or December 31, (ii) the Revolving Loan Maturity Date,
as applicable, and (iii) the date such Eurodollar Borrowing or ABR Borrowing, as
the case may be, is converted to a Borrowing of a different Type in accordance
with Section 2.11 hereof

                                      -10-
<PAGE>   16
or repaid or prepaid in accordance with Section 2.12 hereof; provided, however,
that if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless, in
the case of a Eurodollar Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day. Interest shall accrue from and including the
first day of an Interest Period to but excluding the last day of such Interest
Period.

            "Investment" shall have the meaning assigned to such term in Section
6.4.

            "Issuing Bank" shall mean The Bank of New York (or any Affiliate
thereof) or any other Lender that may become an Issuing Bank pursuant to Section
2.21(i), in each case with respect to Letters of Credit issued by it.

            "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.6(a).

            "Law" shall mean any constitution, statute, law, ordinance,
regulation, rule, order, writ, injunction, or decree of any tribunal.

            "L/C Commitment" shall mean the commitment of the Issuing Bank to
issue Letters of Credit pursuant to Section 2.21 hereof.

            "L/C Disbursement" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a Letter of Credit.

            "L/C Exposure" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate principal amount of all L/C Disbursements that have not yet been
reimbursed at such time. The L/C Exposure of any Lender at any time shall mean
its Pro Rata Percentage of the aggregate L/C Exposure at such time.

            "L/C Participation Fee" shall have the meaning assigned to such term
in Section 2.6(a).

            "Lenders" shall mean (a) the financial institutions listed on the
signature pages hereof (other than any such financial institution that has
ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b)
any financial institution that has become a party hereto pursuant to an
Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

            "Letter of Credit" shall mean any letter of credit issued pursuant
to Section 2.21.

            "Leverage Ratio" shall mean, on any date, the ratio of (a)
Consolidated Total Indebtedness as of such date to (b) EBITDA for the most
recently completed four fiscal quarters.

            "LIBO Rate" shall mean, for any Eurodollar Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100th of 1%)

                                      -11-
<PAGE>   17
appearing on Telerate Page 3750 (or any successor page) as the London interbank
offered rate for deposits in dollars at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period. If for any
reason such rate is not available, the term "LIBO Rate" shall mean, for any
Eurodollar Borrowing for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100th of 1%) appearing on
Reuters Screen LIBO page as the London interbank offered rate for deposits in
dollars at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period;
provided, however, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such rates.

            "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

            "Loan Documents" shall mean this Agreement, the promissory notes
evidencing the Loans, the Guarantee Agreement, all agreements between or among
the Obligors and the Administrative Agent, the Lenders, the Issuing Bank, the
Syndication Agent, the Documentation Agents, the Swingline Lender and/or any
Affiliates thereof relating to the payment of fees in respect of the credit
facilities established hereby, all Letters of Credit, all Applications and all
other agreements between the Borrower or any Subsidiary of the Borrower and the
Administrative Agent related to any Letter of Credit, all Assignment and
Acceptances, post-closing letters, and all other documents, instruments,
agreements, or certificates executed or delivered from time to time by any
Person in connection with this Agreement or as security for the Obligations
hereunder, as each such agreement may be amended, supplemented, modified,
substituted, increased, replaced or extended from time to time.

            "Loans" shall mean the Revolving Loans and the Swingline Loans made
in accordance with the terms of this Agreement.

            "Material Adverse Effect" shall mean (a) a materially adverse effect
on the business, assets, operations, or financial condition of the Borrower and
the Restricted Subsidiaries, taken as a whole, (b) material impairment of the
ability of the Borrower or any other Obligor to perform any of its obligations
under this Agreement or under any other Loan Document or (c) material impairment
of the enforceability of this Agreement, any other Loan Document or the Loans.

            "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "Net Cash Proceeds" shall mean, with respect to any Asset
Disposition, the gross amount of any cash paid to or received by the Borrower or
any of the Restricted Subsidiaries in respect of such Asset Disposition
(including (a) payments of principal or interest, or cash proceeds from the sale
or other disposition in respect of non-cash consideration permitted under


                                      -12-
<PAGE>   18
Section 6.5, and (b) insurance proceeds, condemnation awards and payments from
time to time in respect of installment obligations, if applicable) minus the sum
of the amount, if any, of (i) the Borrower's good faith best estimate of all
taxes attributable to such Asset Disposition which it in good faith expects to
be paid in the taxable year in which such Asset Disposition shall occur or in
the next taxable year, (ii) reasonable and customary fees, discounts,
commissions, costs and other expenses (other than those payable to the Borrower
or any Affiliate of the Borrower), which are incurred in connection with such
Asset Disposition and are payable by the Borrower or any of the Restricted
Subsidiaries, (iii) in the case of an Asset Disposition that is a sale, transfer
or other disposition of assets or properties, proceeds required to discharge
Liens in respect of such assets or properties permitted by Section 6.2, and (iv)
reserves established in connection with such Asset Disposition and in accordance
with GAAP, in each case (A) up to a maximum amount per Asset Disposition equal
to 25% of the gross proceeds from such Asset Disposition and (B) for no longer
than one year after each such Asset Disposition; provided, however, that, with
respect to any Asset Disposition made in reliance of Section 6.5(b)(ii), if the
Borrower shall deliver a certificate of a Financial Officer thereof to the
Administrative Agent at the time of such Asset Disposition setting forth the
Borrower's or the applicable Restricted Subsidiary's intent to use the proceeds
of such Asset Disposition to replace or repair the assets that are the subject
thereof with, or otherwise purchase, other assets to be used in the same line of
business within 180 days of receipt of such proceeds and no Default or Event of
Default shall have occurred and shall be continuing at the time of such
certificate or at the proposed time of the application of such proceeds, such
proceeds shall not constitute Net Cash Proceeds, except to the extent not so
used at the end of such 180-day period, at which time such proceeds shall be
deemed Net Cash Proceeds.

            "New Lending Office" shall have the meaning assigned to such term in
Section 2.19(f).

            "Non-U.S. Lender" shall have the meaning assigned to such term in
Section 2.19(f).

            "Obligations" shall mean all present and future obligations,
indebtedness and liabilities, and all renewals and extensions of all or any part
thereof, of the Borrower and each other Obligor to the Lenders, the Issuing Bank
and the Administrative Agent arising from, by virtue of, or pursuant to this
Agreement, any of the other Loan Documents and any and all renewals and
extensions thereof or any part thereof, or future amendments, supplements or
other modifications thereto, all interest accruing on all or any part thereof
and all fees and expenses incurred pursuant to Section 9.5, in each case whether
such obligations, indebtedness and liabilities are direct, indirect, fixed,
contingent, joint, several or joint and several. Without limiting the generality
of the foregoing, the term "Obligations" includes all amounts which would be
owed by the Borrower, each other Obligor and any other Person (other than the
Administrative Agent, the Issuing Bank or the Lenders) to the Administrative
Agent, the Issuing Bank or the Lenders under any Loan Document, but for the fact
that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving the Borrower, any
other Obligor or any other Person (including all such amounts which would become
due or would be secured but for the filing of any petition in bankruptcy, or

                                      -13-
<PAGE>   19
the commencement of any insolvency, reorganization or like proceeding of the
Borrower, any other Obligor or any other Person under any Debtor Relief Law).

            "Obligor" shall mean (a) the Borrower, (b) each Guarantor, (c) each
other Person liable for performance of any of the Obligations and (d) each other
Person the property of which hereafter secures the performance of any of the
Obligations.

            "Other Taxes" shall have the meaning assigned to such term in
Section 2.19(b).

            "PBGC" shall mean the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

            "Permitted Investments" shall mean: (a) direct obligations of, or
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of
acquisition thereof; (b) investments in commercial paper maturing within 270
days from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating obtainable from Standard & Poor's Ratings
Group, a Division of McGraw-Hill, Inc. or from Moody's Investors Service, Inc.;
(c) investments in certificates of deposit, banker's acceptances and time
deposits maturing within one year from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, any domestic office of any Lender or any commercial bank which bank
or office is organized under the Laws of the United States of America or any
State thereof which has a combined capital and surplus and undivided profits of
not less than $250,000,000; and (d) fully collateralized repurchase agreements
with a term of not more than 30 days for underlying securities of the type
described in clause (a) above entered into with any institution meeting the
qualifications specified in clause (c) above.

            "Person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership, limited liability company or
government, or any agency or political subdivision thereof.

            "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
112 of the Code or Section 307 of ERISA and in respect of which the Borrower or
any ERISA Affiliate is (or if such plan were terminated would under Section 4069
of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

            "Preferred Stock", as applied to the Capital Stock of any Person,
shall mean Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares or other units of Capital Stock of any other class of such Person.

            "Prime Rate" shall mean the rate of interest per annum publicly
announced from time to time by the Administrative Agent as its prime commercial
lending rate; each change in

                                      -14-
<PAGE>   20
the Prime Rate shall be effective on the date such change is publicly announced
as being effective. The Prime Rate is not intended to be lowest rate of interest
charged by the Administrative Agent in connection with extensions of credit to
borrowers.

            "Pro Rata Percentage" of any Lender at any time shall mean the
percentage of such Lender set forth in Schedule 1.1 and designated as such, as
such percentage may be hereafter be adjusted pursuant to any Assignment and
Acceptance or any amendment, supplement or other modification to this Agreement.

            "Properties" shall have the meaning assigned to such term in Section
3.20.

            "Registered Note" shall have the meaning assigned to such term in
Section 2.19(j).

            "Release" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing, emanating or migrating of any Hazardous
Material in, into, onto or through the Environment.

            "Remedial Action" shall mean (a) "remedial action" as such term is
defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions
required by any Governmental Authority or voluntarily undertaken to: (i)
cleanup, remove, treat, abate or in any other way address any Hazardous Material
in the Environment; (ii) prevent the Release or threat of Release, or minimize
the further Release, of any Hazardous Material so it does not migrate or
endanger or threaten to endanger public health, welfare or the Environment; or
(iii) perform studies and investigations in connection with, or as a
precondition to, clause (i) or (ii) above.

            "Required Lenders" shall mean, at any time, (i) Lenders having Pro
Rata Percentages of the Revolving Loan Commitment representing in the aggregate
at least 51% of the Revolving Loan Commitment at such time, (ii) with respect to
acceleration pursuant to clause (ii) of Article VII, Lenders having Loans,
Swingline Exposure and L/C Exposure in the aggregate of at least 51% of the
Total Exposure at such time or (iii) if the Revolving Loan Commitment has
terminated, Lenders having Loans, Swingline Exposure and L/C Exposure in the
aggregate of at least 51% of the Total Exposure at such time.

            "Responsible Officer" of any Person shall mean any executive officer
or Financial Officer of such Person and any other officer or similar official
thereof responsible for the administration of the obligations of such Person in
respect of this Agreement and the other Loan Documents.

            "Restricted Payment" shall have the meaning assigned thereto in
Section 6.6.

            "Restricted Subsidiary" shall mean each Subsidiary of the Borrower
existing on the Closing Date and each Subsidiary of the Borrower created or
acquired from time to time hereafter except Unrestricted Subsidiaries.


                                      -15-
<PAGE>   21
            "Revolving Loan Commitment" shall mean $350,000,000, (a) as the same
may be reduced from time to time pursuant to Section 2.10 hereof and (b) with
respect to each Lender, the commitment of the Lenders to make Revolving Loans
hereunder in its Pro Rata Percentage of the Revolving Loan Commitment as set
forth in Schedule 1.1 as the same may be reduced from time to time pursuant to
Section 2.20 hereof, or in any Assignment and Acceptance executed in accordance
with this Agreement, as applicable.

            "Revolving Loan Maturity Date" shall mean July 18, 2005 or any
earlier date as the Revolving Loans are due and payable in full (whether by
scheduled reduction, acceleration, termination or otherwise).

            "Revolving Loans" shall mean the Revolving Loans made available by
the Lenders to the Borrower pursuant to the Revolving Loan Commitment and
Section 2.1. Each Revolving Loan shall be a Eurodollar Loan or an ABR Loan.

            "Subsidiary" shall mean, with respect to any Person (herein referred
to as the "parent"), any corporation, partnership, limited liability company,
association or other business entity of which securities or other ownership
interests representing more than 50% of the ordinary voting power or more than
50% of the general partnership interests are, at the time any determination is
being made, owned, controlled or held by the parent or one or more subsidiaries
of the parent or by the parent and one or more subsidiaries of the parent.

            "Swingline Commitment" shall mean $15,000,000 and, with respect to
the Swingline Lender, the commitment of the Swingline Lender to make Swingline
Loans hereunder.

            "Swingline Exposure" shall mean at any time the aggregate principal
amount of all Swingline Loans outstanding at such time. The Swingline Exposure
of any Lender at any time shall mean its Pro Rata Percentage of the aggregate
Swingline Exposure at such time.

            "Swingline Lender" shall mean The Bank of New York Company, Inc. (or
any Affiliate thereof) with respect to Swingline Loans made by it.

            "Swingline Loans" shall mean the Swingline Loans made available by
the Swingline Lender to the Borrower pursuant to the Swingline Commitment and
Section 2.3.

            "Swingline Rate" shall mean, with respect to each Swingline Loan,
the per annum interest rate agreed to by the Borrower and the Swingline Lender
in accordance with Section 2.3 as the interest rate that such Swingline Loan
shall bear.

            "Syndication Agent" shall have the meaning assigned to such term in
the preamble hereto.

            "Taxes" shall have the meaning assigned to such term in Section
2.19(a).


                                      -16-
<PAGE>   22
            "Total Exposure" shall mean, at any time, the aggregate principal
amount at such time of the sum of (a) all outstanding Revolving Loans at such
time plus (b) the aggregate amount at such time of total Swingline Exposure plus
(c) the aggregate amount at such time of total L/C Exposure.

            "Transactions" shall have the meaning assigned to such term in
Section 3.2.

            "Transferee" shall have the meaning assigned to such term in Section
2.19(a).

            "Type", when used in respect of any Loan or Borrowing, shall refer
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to (a) in the case of a Borrowing
comprised of Revolving Loans, the Adjusted LIBO Rate or the Alternate Base Rate,
or (b) in the case of a Swingline Loan, the Swingline Rate.

            "Unrestricted Subsidiaries" shall mean (a) those foreign organized
Subsidiaries of the Borrower listed on Schedule 1.1A, (b) each other foreign
organized Subsidiary of the Borrower which the Borrower designates from time to
time as an "Unrestricted Subsidiary" and which the Borrower has given prior
written notice thereof to the Administrative Agent and the Lenders, provided
that (i) at the time of each such designation and immediately after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing and (ii) no such designation may occur in any fiscal year (the
"current year") if, immediately after giving effect thereto, the consolidated
revenue (determined in accordance with GAAP) during the immediately preceding
fiscal year (the "prior year") of the Subsidiary so being designated, together
with the aggregate revenue during the prior year of all Subsidiaries of the
Borrower so designated in the current year (determined, in the case of each such
Subsidiary, on a consolidated basis in accordance with GAAP), represents more
than 25% of the consolidated revenue (determined in accordance with GAAP) of the
Borrower and its Subsidiaries during the prior year (provided, further, that,
notwithstanding anything to the contrary in any Loan Document, in the event the
Borrower shall complete, directly or through a Restricted Subsidiary, a
permitted acquisition or disposition hereunder, or any Subsidiary is designated
as an Unrestricted Subsidiary hereunder, in each case during the prior year, the
consolidated revenue of the Borrower and its Subsidiaries during the prior year
shall be determined, to the extent necessary, by computing such revenue on a pro
forma basis as if, in the case of such acquisition or disposition, such
acquisition or disposition, as the case may be, had been completed on the first
day of the prior year, and as if, in the case of such designation, the relevant
Subsidiary had been disposed of on the first day of the prior year), (c) each
Subsidiary of any Unrestricted Subsidiary, and (d) each other Subsidiary of the
Borrower which the Borrower and each Lender agree from time to time shall be
designated as an Unrestricted Subsidiary hereunder.

            "Wholly-Owned Subsidiary" of any Person shall mean a subsidiary of
such Person of which securities (except for directors' qualifying shares) or
other ownership interests representing 100% of the outstanding Capital Stock
are, at the time any determination is being made, owned by such Person or one or
more Wholly-Owned Subsidiaries of such Person or by such Person and one or more
Wholly-Owned Subsidiaries of such Person.


                                      -17-
<PAGE>   23
            "Withdrawal Liability" shall mean liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

      SECTION 1.2. Terms Generally. The definitions in Section 1.1 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". All references
herein to Articles, Sections, Exhibits and Schedules shall be deemed references
to Articles and Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided,
however, that for purposes of determining compliance with the covenants
contained in Article VI, all accounting terms herein shall be interpreted and
all accounting determinations hereunder shall be made in accordance with GAAP as
in effect on the date of this Agreement and applied on a basis consistent with
the application used in the financial statements referred to in Section 3.5.

                                   ARTICLE II.

                                   The Credits


      SECTION 2.1. Revolving Loans. Subject to the terms and conditions and
relying upon the representations and warranties set forth in the Loan Documents,
each Lender agrees, severally and not jointly, to make Revolving Loans to the
Borrower in dollars, at any time and from time to time on or after the date
hereof and until the earlier of (a) the Revolving Loan Maturity Date and (b) the
termination of the Revolving Loan Commitment in accordance with the terms
hereof, in an aggregate principal amount at any time up to such Lender's Pro
Rata Percentage of the Revolving Loan Commitment, provided that the Borrower
agrees that, notwithstanding anything in this Agreement or in any other Loan
Document to the contrary, no Lender shall at any time be obligated to make any
Loan if such Loan would result in the Total Exposure exceeding the Revolving
Loan Commitment. Within the limits set forth in the preceding sentence and
subject to the terms, conditions and limitations set forth herein, the Borrower
may borrow, pay or prepay and reborrow Revolving Loans.

      SECTION 2.2. Loans.

            (a) Each Loan (other than a Swingline Loan) shall be made as part of
a Borrowing consisting of Loans made by the Lenders ratably in accordance with
their respective Pro Rata Percentages; provided, however, that the failure of
any Lender to make any Loan shall not in itself relieve any other Lender of its
obligation to lend hereunder (it being understood, however, that no Lender shall
be responsible for the failure of any other Lender to make any Loan required to
be made by such other Lender). Each Swingline Loan shall be made in accordance
with the procedures set forth in Section 2.3. If the Revolving Loan Commitment
has been reduced to zero, Swingline Loans shall not be available hereunder.
Except for Loans

                                      -18-
<PAGE>   24
deemed made pursuant to Sections 2.2(f), 2.3(c) or 2.3(d), the Loans (other than
Swingline Loans) comprising any Borrowing shall be in an aggregate principal
amount that is (i) with respect to any Borrowing, an integral multiple of
$1,000,000 and not less than $3,000,000 or (ii) equal to the remaining available
balance of the Revolving Loan Commitment.

            (b) Subject to Sections 2.9 and 2.14, each Borrowing shall be
comprised entirely of a Swingline Loan or ABR Loans or Eurodollar Loans as the
Borrower may request pursuant to Section 2.3 or 2.4, as applicable; provided,
however, that Borrowings on the Closing Date shall be comprised entirely of ABR
Loans. Each Lender may at its option make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.
Borrowings of more than one Type may be outstanding at the same time; provided,
however, that the Borrower shall not be entitled to request any Borrowing that,
if made, would result in more than ten Eurodollar Borrowings outstanding
hereunder at any time. For purposes of the foregoing, Borrowings having
different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Borrowings.

            (c) Each Lender shall make each Loan to be made by it hereunder on
the proposed date thereof by wire transfer of immediately available funds to
such account in New York, New York as the Administrative Agent may designate not
later than 2:00 p.m., New York, New York time, and the Administrative Agent
shall by 3:00 p.m., New York, New York time, credit the amounts so received to
an account in the name of the Borrower, maintained with the Administrative Agent
and designated by the Borrower in the applicable Borrowing Request or, if a
Borrowing shall not occur on such date because any condition precedent herein
specified shall not have been met, return the amounts so received to the
respective Lenders, provided that Swingline Loans shall be made in accordance
with the procedures set forth in Section 2.3.

            (d) Unless the Administrative Agent shall have received notice from
a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above, paragraph (f) below or Section 2.3(c) and
the Administrative Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount. If the Administrative Agent
shall have so made funds available then, to the extent that such Lender shall
not have made such portion available to the Administrative Agent, such Lender
and the Borrower severally agree to repay to the Administrative Agent forthwith
on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent at (i) in the case of the Borrower,
the interest rate applicable at the time to the Loans comprising such Borrowing
and (ii) in the case of such Lender, a rate determined by the Administrative
Agent to represent its cost of overnight or short-term funds (which
determination shall be conclusive absent manifest error). If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement.


                                      -19-
<PAGE>   25
            (e) The Borrower acknowledges that if the Borrower requests any
Eurodollar Borrowing with an Interest Period that would end after the Revolving
Loan Maturity Date, a Breakage Event will occur on the Revolving Loan Maturity
Date, as applicable, and the Borrower will be obligated to indemnify the Lenders
in accordance with the terms of Section 2.15.

            (f) If the Issuing Bank shall not have received from the Borrower
the payment required to be made by Section 2.21(e) within the time specified in
such Section, the Issuing Bank will promptly notify the Administrative Agent of
the L/C Disbursement and the Administrative Agent will promptly notify each
Lender of such L/C Disbursement and its Pro Rata Percentage thereof. Each Lender
shall pay by wire transfer of immediately available funds to the Administrative
Agent not later than 2:00 p.m., New York, New York time, on such date (or, if
such Lender shall have received such notice later than 12:00 (noon), New York,
New York time, on any day, not later than 10:00 a.m., New York, New York time,
on the immediately following Business Day), an amount equal to such Lender's Pro
Rata Percentage of such L/C Disbursement (it being understood that such amount
shall be deemed to constitute an ABR Loan of such Lender and such payment shall
be deemed to have reduced the L/C Exposure), and the Administrative Agent will
promptly pay to the Issuing Bank amounts so received by it from the Lenders. The
Administrative Agent will promptly pay to the Issuing Bank any amounts received
by it from the Borrower pursuant to Section 2.21(e) prior to the time that any
Lender makes any payment pursuant to this paragraph (f); any such amounts
received by the Administrative Agent thereafter will be promptly remitted by the
Administrative Agent to the Lenders that shall have made such payments and to
the Issuing Bank, as their interests may appear. If any Lender shall not have
made its Pro Rata Percentage of such L/C Disbursement available to the
Administrative Agent as provided above, such Lender and the Borrower severally
agree to pay interest on such amount, for each day from and including the date
such amount is required to be paid in accordance with this paragraph to but
excluding the date such amount is paid, to the Administrative Agent at (i) in
the case of the Borrower, a rate per annum equal to the interest rate applicable
to ABR Loans pursuant to Section 2.7, and (ii) in the case of such Lender, for
the first such day, the Federal Funds Effective Rate, and for each day
thereafter, the Alternate Base Rate.

      SECTION 2.3. Swingline Loans

            (a) Subject to the terms and conditions and relying upon the
representations and warranties set forth in the Loan Documents, the Swingline
Lender agrees to make Swingline Loans to the Borrower in dollars, at any time
and from time to time on or after the date hereof and until the fifth Business
Day preceding the Revolving Loan Maturity Date, in an aggregate principal amount
at any time outstanding that would not result in the Swingline Exposure
exceeding $15,000,000 or the Total Exposure exceeding the Revolving Loan
Commitment, provided that the Swingline Lender shall not be obligated to make a
Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the
foregoing, the Swingline Lender shall not be required to make a Swingline Loan
if (i) prior thereto or simultaneously therewith the Borrower shall not have
borrowed Revolving Loans, (ii) any Lender shall be in default of its obligations
under this Credit Agreement or (iii) the Administrative Agent or any Lender
shall have notified the Swingline Lender and the Borrower in writing at least
one Business Day prior

                                      -20-
<PAGE>   26
to the proposed date of such Swingline Loan that the conditions set forth in
Section 4.1 have not been satisfied and such conditions remain unsatisfied as of
the requested time of the making of such Swingline Loan. Each Swingline Loan
shall be due and payable on the maturity thereof, provided that in no event
shall such maturity be later than the fifth Business Day preceding the Revolving
Loan Maturity Date.

            (b) In order to request a Swingline Loan, the Borrower shall hand
deliver or telecopy to the Administrative Agent and the Swingline Lender a duly
completed request therefor not later than 2:00 p.m., New York, New York time, on
the date (which shall be a Business Day) of the proposed Swingline Loan. Each
such request shall be irrevocable, shall be signed by or on behalf of the
Borrower and shall specify the following information: (i) the date of the
Swingline Loan being requested (which shall be a Business Day); (ii) the number
and location of the account to which funds are to be disbursed; (iii) the amount
of such Swingline Loan; and (iv) the maturity date of such Swingline Loan which
shall be not later than ten Business Days after the making of such Swingline
Loan. The Swingline Lender will make the requested amount available promptly on
that same day to the Administrative Agent (for the account of the Borrower as
set forth in clause (ii) above) who, thereupon, will promptly make such amount
available to the Borrower in like funds as provided therein. Each Swingline Loan
shall be in an aggregate amount that is an integral multiple of $100,000 and not
less than $100,000.

            (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 11:00 a.m., New York, New York time, on any
Business Day notify the Administrative Agent that the Swingline Lender is
requesting that the Lenders make an ABR Borrowing in an amount equal to the
outstanding principal balance of and accrued interest on the Swingline Loans, in
which case (i) the Administrative Agent will promptly notify each Lender and the
Borrower of the details thereof and of the amount of such Lender's Revolving
Loan to be made as part of such ABR Borrowing, and (ii) each Lender shall make
the Revolving Loan to be made by it under this paragraph by wire transfer of
immediately available funds to the Administrative Agent not later than 2:00
p.m., New York, New York time, on such date (or, if such Lender shall have
received such notice later than 12:00 (noon), New York, New York time, on any
day, not later than 10:00 a.m., New York, New York time, on the immediately
following Business Day), it being understood that such amount shall be deemed to
constitute an ABR Loan of such Lender, the proceeds of which shall be deemed to
have been applied to the payment of the outstanding principal balance of and
accrued interest on the Swingline Loans, and the Administrative Agent will
promptly pay to the Swingline Lender amounts so received by it from the Lenders.
The Administrative Agent will promptly pay to the Swingline Lender any amounts
received by it from the Borrower in payment of the outstanding principal balance
of and/or accrued interest on the Swingline Loans pursuant hereto prior to the
time that any Lender makes any payment pursuant to this paragraph (c); any such
amounts received by the Administrative Agent thereafter will be promptly
remitted by the Administrative Agent to the Lenders that shall have made such
payments and to the Swingline Lender, as their interests may appear. If any
Lender shall not have made its ABR Loan available to the Administrative Agent as
provided above, such Lender and the Borrower severally agree to pay interest on
such amount, for each day from and including the date such amount is required to
be paid in accordance with this

                                      -21-
<PAGE>   27
paragraph to but excluding the date such amount is paid, to the Administrative
Agent at (A) in the case of the Borrower, a rate per annum equal to the interest
rate applicable to ABR Loans pursuant to Section 2.7, and (B) in the case of
such Lender, for the first such day, the Federal Funds Effective Rate, and for
each day thereafter, the Alternate Base Rate. Each Lender acknowledges and
agrees that its obligation to make Revolving Loans pursuant to this paragraph
(c) is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of an Event of Default or reduction or
termination of the Revolving Loan Commitment, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

            (d) If the Borrower fails to make any payment with respect to a
Swingline Loan, or if any such sum paid by the Borrower is required to be
refunded to the Borrower for any reason, the Administrative Agent will promptly
notify each Lender of the applicable Swingline Loan, the payment then due from
the Borrower in respect thereof and such Lender's Pro Rata Percentage thereof.
Each Lender shall purchase a participation in such Swingline Loan by paying by
wire transfer of immediately available funds to the Administrative Agent not
later than 2:00 p.m., New York, New York time, on such date (or, if such Lender
shall have received such notice later than 12:00 (noon), New York, New York
time, on any day, not later than 10:00 a.m., New York, New York time, on the
immediately following Business Day) an amount equal to such Lender's Pro Rata
Percentage of such Swingline Loan (it being understood that such amount shall be
deemed to constitute an ABR Loan of such Lender, the proceeds of which shall be
deemed to have been applied to the payment of the outstanding principal balance
of and accrued interest on the Swingline Loans), and the Administrative Agent
will promptly pay to the Swingline Lender amounts so received by it from the
Lenders. The Administrative Agent will promptly pay to the Swingline Lender any
amounts received by it from the Borrower in payment of the outstanding principal
balance of and/or accrued interest on such Swingline Loan pursuant hereto prior
to the time that any Lender makes any payment pursuant to this paragraph (d);
any such amounts received by the Administrative Agent thereafter will be
promptly remitted by the Administrative Agent to the Lenders that shall have
made such payments and to the Swingline Lender, as their interests may appear.
If any Lender shall not have made its Pro Rata Percentage of such Swingline Loan
available to the Administrative Agent as provided above, such Lender agrees to
pay interest on such amount, for each day from and including the date such
amount is required to be paid in accordance with this paragraph to but excluding
the date such amount is paid, to the Administrative Agent at, for the first such
day, the Federal Funds Effective Rate, and for each day thereafter, the
Alternate Base Rate. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph (d) in respect of Swingline
Loans is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of an Event of Default or
reduction or termination of the Revolving Loan Commitment, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.

      SECTION 2.4. Borrowing Procedure. In order to request a Borrowing (other
than a Swingline Loan or a deemed Borrowing pursuant to Section 2.2(f), 2.3(c)
or 2.3(d), as to which

                                      -22-
<PAGE>   28
this Section 2.4 shall not apply), the Borrower shall hand deliver or telecopy
to the Administrative Agent a duly completed Borrowing Request (a) in the case
of a Eurodollar Borrowing, not later than 1:00 p.m., New York, New York time,
three Business Days before a proposed Borrowing, and (b) in the case of an ABR
Borrowing, not later than 12:00 (noon), New York, New York time on the date
(which shall be a Business Day) of a proposed Borrowing. Each Borrowing Request
shall be irrevocable, shall be signed by or on behalf of the Borrower and shall
specify the following information: (i) whether the Borrowing then being
requested is to be a Eurodollar Borrowing or an ABR Borrowing (it being
understood that the Borrowing on the Closing Date shall be an ABR Borrowing);
(ii) the date of such Borrowing (which shall be a Business Day); (iii) the
number and location of the account to which funds are to be disbursed (which
shall be an account that complies with the requirements of Section 2.2(c)); (iv)
the amount of such Borrowing; (v) if such Borrowing is to be a Eurodollar
Borrowing, the Interest Period with respect thereto; and (vi) if the Borrower
has complied with the condition set forth in Section 2.2(b), provided, however,
that notwithstanding any contrary specification in any Borrowing Request, each
Swingline Loan shall comply with the requirements of Section 2.3. If no election
as to the Type of Borrowing is specified in any such notice, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any
Eurodollar Borrowing is specified in any such notice, then the Borrower shall be
deemed to have selected an Interest Period of one month's duration. The
Administrative Agent shall promptly advise the Lenders of any notice given
pursuant to this Section 2.4 (and the contents thereof), and of each Lender's
portion of the requested Borrowing.

      SECTION 2.5. Evidence of Debt; Repayment of Loans.

            (a) The Borrower hereby unconditionally promises to pay (i) to the
Administrative Agent, for the account of the Lenders, the then unpaid principal
amount of each Revolving Loan on the Revolving Loan Maturity Date and (ii) to
the Swingline Lender the then unpaid principal amount of each Swingline Loan on
the maturity date selected by the Borrower for such Swingline Loan or, if
earlier, the Revolving Loan Maturity Date.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender from time to time, including
the amounts of principal and interest payable and paid such Lender from time to
time under this Agreement.

            (c) The Administrative Agent shall maintain accounts in which it
will record (i) the amount of each Loan made hereunder, the Type of Borrowing
and the Interest Period applicable thereto, if any, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder from the Borrower and each Lender's share
thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) above shall be prima facie evidence of the existence and
amounts of the obligations therein recorded; provided however, that the failure
of any Lender or the Administrative Agent to

                                      -23-
<PAGE>   29
maintain such accounts or any error therein shall not in any manner affect the
obligations of the Borrower to repay the Loans in accordance with their terms.

            (e) As evidence of the Loans hereunder, on the Closing Date the
Borrower shall deliver (i) to each Lender one promissory note evidencing its
Loans (other than Swingline Loans) made hereunder and (ii) to the Swingline
Lender, one promissory note evidencing the Swingline Loans. Such promissory
notes will evidence each Lenders' Loan, its L/C Exposure, its Swingline Exposure
and, in the case of the Swingline Lender, each Swingline Loan.

      SECTION 2.6. Fees.

            (a) The Borrower agrees to pay (i) to each Lender, through the
Administrative Agent, on the last day of March, June, September and December of
each year and on the date on which the Revolving Loan Commitment shall be
terminated as applicable and as provided herein, a fee (an "L/C Participation
Fee") calculated on such Lender's Pro Rata Percentage of the average daily
aggregate L/C Exposure (excluding the portion thereof attributable to
unreimbursed L/C Disbursements) during the preceding quarter (or shorter period
commencing with the date hereof or ending with the Revolving Loan Maturity Date,
or the date on which all Letters of Credit have been canceled or have expired
and the Revolving Loan Commitment shall have been terminated) at a rate equal to
the Applicable Margin from time to time used to determine the interest rate on
Borrowings comprised of Eurodollar Loans pursuant to Section 2.7, and (ii) to
the Issuing Bank, with respect to each Letter of Credit, the fronting fees
payable in the amounts and at the times separately agreed upon by the Borrower
and the Issuing Bank and the standard issuance and drawing fees specified from
time to time by the Issuing Bank (the "Issuing Bank Fees"). Subject to Section
9.9 and Applicable Law, all L/C Participation Fees and Issuing Bank Fees shall
be computed on the basis of the actual number of days elapsed in a year of 365
or 366 days, as applicable.

            (b) Subject to Section 9.9, commencing on September 30, 2000 and
continuing on the last day of March, June, September and December of each year
on and until the date on which the Revolving Loan Commitment shall be terminated
as provided herein, the Borrower shall pay, in arrears, to the Administrative
Agent, for the account of the Lenders, facility fees (the "Facility Fees") on
the average daily amount of the Revolving Loan Commitment at a per annum rate
(the "facility fee rate") based on the Leverage Ratio for the most recently
completed full fiscal quarter as set forth below:

<TABLE>
<CAPTION>
                   Leverage Ratio                                     Facility Fee Rate
                   --------------                                     -----------------
<S>                                                                   <C>
Category 1
Greater than or equal to 3.00 to 1.00                                       0.300%

Category 2
Greater than or equal to 2.50 to 1.00 but less than
3.00 to 1.00                                                                0.250%
</TABLE>


                                      -24-
<PAGE>   30
<TABLE>
<S>                                                                   <C>
Category 3
Greater than or equal to 2.00 to 1.00 but less than
2.50 to 1.00                                                                0.200%

Category 4
Greater than or equal to 1.00 to 1.00 but less than
2.00 to 1.00                                                                0.175%

Category 5
Less than 1.00 to 1.00                                                     0.150%.
</TABLE>

Except as set forth below, the Leverage Ratio utilized for purposes of
determining the facility fee rate shall be that in effect as of the last day of
the most recent fiscal quarter of the Borrower in respect of which financial
statements have been delivered pursuant to this Agreement. The facility fee rate
from time to time in effect shall be based on the Leverage Ratio from time to
time in effect, and each change in the facility fee rate resulting from a change
in (or the initial establishment of) the Leverage Ratio shall be effective with
respect to the facility fee rate outstanding on and after the date of delivery
to the Administrative Agent of the financial statements and certificates
required by Section 5.4(a) or (b) indicating such change to and including the
date immediately preceding the next date of delivery of such financial
statements and certificates indicating another such change. Notwithstanding the
foregoing, at all times during the period commencing on the Closing Date and
ending on the date that is one year thereafter, at all times during which the
Borrower has failed to deliver the financial statements and certificates
required by Section 5.4(a) or (b), and at all times after the occurrence and
during the continuance of an Event of Default, the Leverage Ratio shall, in each
case, be deemed to be in Category 1 above. Subject to Section 9.9 and Applicable
Law, all Facility Fees shall be computed on the basis of the actual number of
days elapsed in a year of 365 or 366 days, as applicable.

            (c) The Obligors agree to pay to the Administrative Agent, the
Lenders, the Issuing Bank, the Syndication Agent, the Documentation Agents, the
Swingline Lender and/or any Affiliates thereof, for their own respective
accounts, fees and other amounts payable in the amounts and at the times
separately agreed upon between or among them.

            (d) All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution to the appropriate
parties, except that the Issuing Bank Fees shall be paid directly to the Issuing
Bank. Once paid, none of the Fees shall be refundable, except in accordance with
the provisions of Section 9.9.

      SECTION 2.7. Interest on Loans.

            (a) Subject to the provisions of Section 2.8, the Loans comprising
each ABR Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days, as the case may be, when
the Alternate Base Rate is determined by

                                      -25-
<PAGE>   31
reference to the Prime Rate and over a year of 360 days at all other times) at a
rate per annum equal to the Alternate Base Rate.

            (b) Subject to the provisions of Section 2.8, the Loans comprising
each Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
in effect from time to time.

            (c) Subject to the provisions of Section 2.8, each Swingline Loan
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days) at the Swingline Rate applicable to such
Swingline Loan.

            (d) Interest on each Loan shall be payable on the Interest Payment
Dates applicable to such Loan except as otherwise provided in this Agreement.
The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest
Period or day within an Interest Period, as the case may be, shall be determined
by the Administrative Agent, and such determination shall be conclusive absent
manifest error.

      SECTION 2.8. Default Interest. Notwithstanding any other provision of this
Agreement and the other Loan Documents (except Section 9.9) to the contrary, if
there shall exist any Event of Default hereunder, at the election of the
Required Lenders by written notice to the Borrower, the Borrower shall pay
interest on the Obligations to but excluding the date of actual payment (after
as well as before judgment) at a rate per annum equal to the sum of the
Alternate Base Rate plus 1.00% (computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as the case may be, when determined
by reference to the Prime Rate and over a year of 360 days at all other times).

      SECTION 2.9. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to the Lenders of making or maintaining
Eurodollar Loans during such Interest Period, or that reasonable means do not
exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall,
as soon as practicable thereafter, give written or telecopy notice of such
determination to the Borrower and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.4 shall be deemed to be a request for an ABR Borrowing. Each
determination by the Administrative Agent hereunder shall be conclusive absent
manifest error.

      SECTION 2.10. Termination and Reduction of the Revolving Loan Commitment.

            (a) Maturity Dates. The Revolving Loan Commitment shall
automatically terminate on the Revolving Loan Maturity Date. Each of the L/C
Commitment and the

                                      -26-
<PAGE>   32
Swingline Commitment shall terminate upon the termination of the Revolving Loan
Commitment.

            (b) Voluntary Reduction of the Revolving Loan Commitment. Upon at
least three Business Days' prior irrevocable written or telecopy notice to the
Administrative Agent (specifying the amount of reduction), the Borrower may at
any time in whole permanently terminate, or from time to time in part
permanently reduce, the Revolving Loan Commitment; provided, however, that (i)
each partial reduction shall be in an integral multiple of $500,000 and in a
minimum amount of $5,000,000 and (ii) the Revolving Loan Commitment shall not be
reduced to an amount that is less than the Total Exposure.

            (c) Total Exposure in Excess of the Revolving Loan Commitment. If,
as a result of any reduction of the Revolving Loan Commitment, the Total
Exposure exceeds the Revolving Loan Commitment, then the Borrower shall, on the
date of such reduction, (i) first, repay or prepay Loans (other than Swingline
Loans), (ii) second, cash collateralize outstanding Letters of Credit and (iii)
third, repay or prepay Swingline Loans, each in accordance with this Agreement
in an aggregate principal amount sufficient to eliminate such excess.

            (d) Revolving Loan Commitment Reductions Due to Asset Dispositions.
The Revolving Loan Commitment shall be automatically and permanently reduced by
any Loan prepaid pursuant to Section 2.12(c) on the date of such prepayment, in
an amount equal to the amount of such prepayment.

            (e) Revolving Loan Commitment Reductions Generally. Each reduction
in the Revolving Loan Commitment hereunder shall be made ratably among the
Lenders in accordance with their respective Pro Rata Percentages of the
Revolving Loan Commitment. The Borrower shall pay, to the Administrative Agent,
for the account of the applicable Lenders, on the date of each termination or
reduction, the Facility Fees on the amount of the Revolving Loan Commitment so
terminated or reduced accrued to but excluding the date of such termination or
reduction.

      SECTION 2.11. Conversion and Continuation of Borrowings.

            (a) Provided that such conversion or continuation is not otherwise
prohibited by this Agreement, the Borrower shall have the right at any time upon
prior irrevocable notice to the Administrative Agent (x) not later than 2:00
p.m., New York, New York time, one Business Day prior to conversion, to convert
any Eurodollar Borrowing into an ABR Borrowing, (y) not later than 1:00 p.m.,
New York, New York time, three Business Days prior to conversion or
continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or, at
the end of the current Interest Period, to continue any Eurodollar Borrowing as
a Eurodollar Borrowing for an additional Interest Period, and (z) not later than
1:00 p.m., New York, New York time, three Business Days prior to conversion, at
the end of the current Interest Period, to convert the Interest Period with
respect to any Eurodollar Borrowing to another permissible Interest Period,
subject in each case to the following: (i) each conversion or continuation shall
be made pro rata among the Lenders in accordance with the respective principal
amounts of the Loans comprising the converted or continued Borrowing; (ii) if
less than all the outstanding principal amount of

                                      -27-
<PAGE>   33
any Borrowing shall be converted or continued, then each resulting Borrowing
shall satisfy the limitations specified in Sections 2.2(a) and 2.2(b) regarding
the principal amount and maximum number of Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the Administrative
Agent by recording for the account of such Lender the new Loan of such Lender
resulting from such conversion and reducing the Loan (or portion thereof) of
such Lender being converted by an equivalent principal amount; accrued interest
on any Eurodollar Loan (or portion thereof) being converted shall be paid by the
Borrower at the time of conversion; (iv) if any Eurodollar Borrowing is
converted at a time other than the end of the Interest Period applicable
thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders
pursuant to Section 2.15; (v) any portion of a Borrowing maturing or required to
be repaid in less than one month may not be converted into or continued as a
Eurodollar Borrowing; (vi) any portion of a Eurodollar Borrowing that cannot be
converted into or continued as a Eurodollar Borrowing by reason of the
immediately preceding clause shall be automatically converted at the end of the
Interest Period in effect for such Borrowing into an ABR Borrowing; and (vii)
after the occurrence and during the continuance of a Default or an Event of
Default, no outstanding Loan may be converted into, or continued for an
additional Interest Period as, a Eurodollar Loan. This Section shall not apply
to Swingline Loans which may not be converted or continued.

            (b) Each notice pursuant to this Section 2.11 shall be irrevocable
and shall refer to this Agreement and specify (i) the identity and amount of the
Borrowing that the Borrower requests be converted or continued, (ii) whether
such Borrowing is to be converted to or continued as a Eurodollar Borrowing or
an ABR Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day), and (iv) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Borrowing, the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall advise the Lenders of any notice given
pursuant to this Section 2.11 and of each Lender's portion of any converted or
continued Borrowing. If the Borrower shall not have given notice in accordance
with this Section 2.11 to continue any Borrowing into a subsequent Interest
Period (and shall not otherwise have given notice in accordance with this
Section 2.11 to convert such Borrowing), such Borrowing shall, at the end of the
Interest Period applicable thereto (unless repaid pursuant to the terms hereof),
automatically be continued into a new Interest Period as an ABR Borrowing.

      SECTION 2.12. Prepayment.

            (a) Voluntary Prepayment. The Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, (i) in
the case of ABR Loans, not later than 12:00 p.m., New York, New York time, on
the date of the proposed prepayment, by written or telecopy notice (or telephone
notice promptly confirmed by written or telecopy notice) to the Administrative
Agent; provided however, that each partial prepayment shall be in an amount that
is an integral multiple of $500,000 and not less than $5,000,000, (ii) in the
case of Eurodollar Loans, upon at least three Business Days' prior written or
telecopy notice (or

                                      -28-
<PAGE>   34
telephone notice promptly confirmed by written or telecopy notice) to the
Administrative Agent before 12:00 p.m., New York, New York time; provided,
however, that each partial prepayment shall be in an amount that is an integral
multiple of $500,000 and not less than $5,000,000, and (iii) in the case of
Swingline Loans, upon at least one Business Day's prior written or telecopy
notice (or telephone notice promptly confirmed by written or telecopy notice) to
the Administrative Agent before 12:00 p.m., New York, New York time; provided,
however, that each partial prepayment shall be in an amount that is an integral
multiple of $100,000 and not less than $100,000.

            (b) Mandatory Prepayment and Cash Collateralization. In the event of
any termination of the Revolving Loan Commitment, the Borrower shall repay or
prepay all its outstanding Loans (and irrevocably cash collateralize the L/C
Exposure in the manner contemplated by Section 2.21(j)) on the date of such
termination. In the event of any partial reduction of the Revolving Loan
Commitment, then (i) at or prior to the effective date of such reduction or
termination, the Administrative Agent shall notify the Borrower and the Lenders
of the aggregate amount of Total Exposure after giving effect thereto and (ii)
if such amount would exceed the Revolving Loan Commitment after giving effect to
such reduction or termination, then the Borrower shall, on the date of such
reduction or termination, repay or prepay Borrowings (and/or irrevocably cash
collateralize the L/C Exposure in the manner contemplated by Section 2.21(j)) in
an amount sufficient to eliminate such excess.

            (c) Asset Dispositions. Whenever and on each occasion that the
Borrower or any Restricted Subsidiary of the Borrower receives Net Cash Proceeds
from an Asset Disposition (this provision shall not in and of itself permit the
Borrower to consummate any Asset Disposition) (not including any transaction in
which the Borrower transfers control through a sale, corporate transaction or
other disposition, of the hotel contracts and related assets for its hotel
customers outside of the United States) which, when taken together with all such
Net Cash Proceeds received on and after the Closing Date, exceeds 15% of
Consolidated Tangible Assets on any such date of receipt (any such Net Cash
Proceeds in excess of such amount being referred to as "excess proceeds"), the
Borrower will, substantially simultaneously with (and in any event not later
than the Business Day following) the receipt of such excess proceeds, pay to the
Administrative Agent (for application to the prepayment of (i) first, the
Swingline Loans and (ii) second, Revolving Loans) an amount equal to such excess
proceeds. The Revolving Loans so prepaid will result in an automatic and
permanent reduction of the Revolving Loan Commitment in an amount equal to the
amount of such prepayment.

            (d) Escrow Amounts for Repayment of Eurodollar Borrowings. In the
event the amount of any prepayment required to be made under this Section shall
exceed the aggregate principal amount of the applicable outstanding ABR Loans
(the amount of any such excess being called the "escrow amount"), the Borrower
shall have the right, in lieu of making such prepayment in full, to prepay all
the outstanding applicable ABR Loans and to deposit an amount equal to the
escrow amount with the Administrative Agent in a cash collateral account
maintained by and in the sole dominion and control of the Administrative Agent.
Any amounts so deposited shall be held by the Administrative Agent as collateral
for the Obligations and applied, in accordance with this Section, to the
prepayment of outstanding Eurodollar Loans at

                                      -29-
<PAGE>   35
the end of the current Interest Periods applicable thereto and outstanding
Swingline Loans at the applicable maturities thereof. On any Business Day on
which (i) collected amounts remain on deposit in or to the credit of such cash
collateral account after giving effect to the payments made on such day and (ii)
the Borrower shall have delivered to the Administrative Agent a written request
or telephonic request (which shall be promptly confirmed in writing) that such
remaining collected amounts be invested in the Permitted Investments specified
in such request, the Administrative Agent shall use its reasonable efforts to
invest such remaining collected amounts in such Permitted Investments; provided,
however, that the Administrative Agent shall have continuous dominion and full
control over any such investments (and over any interest that accrues thereon)
to the same extent that it has dominion and control over such cash collateral
account and no Permitted Investment shall mature after the end of the Interest
Period or maturity date for which it is to be applied. The Borrower shall not
have the right to withdraw any amount from such cash collateral account until
such Eurodollar Loans and/or such Swingline Loans, as the case may be, and
accrued interest thereon, are paid in full or if a Default or Event of Default
then exists or would result.

            (e) Notice of Voluntary Prepayment. Each notice of prepayment shall
specify the prepayment date and the principal amount of each Borrowing (or
portion thereof) to be prepaid. Each such notice shall be irrevocable and shall
commit the Borrower to prepay such Borrowing by the amount stated therein on the
date stated therein. All prepayments under this Section 2.12 shall be subject to
Section 2.15 but otherwise without premium or penalty. All prepayments under
this Section 2.12 shall be accompanied by accrued interest on the principal
amount being prepaid to the date of payment.

            (f) Prepayment as a Result of the Total Exposure in Excess of the
Revolving Loan Commitment. Whenever and on each occasion that the Total Exposure
exceeds the Revolving Loan Commitment, the Borrower will immediately (i) first,
repay or prepay Swingline Loans, (ii) second, cash collateralize outstanding
Letters of Credit and (iii) third, repay or prepay all Loans (other than
Swingline Loans), each in accordance with this Agreement in an aggregate
principal amount sufficient to eliminate such excess.

      SECTION 2.13. Reserve Requirements; Change in Circumstances.

            (a) Notwithstanding any other provision of this Agreement, if after
the date of this Agreement any change in any Law or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
Law) shall change the basis of taxation of payments to any Lender or the Issuing
Bank of the principal of or interest on any Eurodollar Loan or Swingline Loan
made by such Lender or any Fees or other amounts payable hereunder (other than
changes in respect of taxes imposed on the overall net income (including
franchise taxes on net income, branch profit taxes and alternate minimum income
taxes) of such Lender or the Issuing Bank by the jurisdiction in which such
Lender or the Issuing Bank is incorporated or has its principal office or by any
political subdivision or taxing authority therein), or shall impose, modify or
deem applicable any reserve, special deposit or similar requirement (including
any reserve requirement under Regulation D of the Board (as from time to time in
effect and all official rulings and

                                      -30-
<PAGE>   36
interpretations thereunder or thereof) with respect to eurocurrency liabilities
(as that term is defined in such Regulation D), including any basic,
supplemental, emergency or marginal reserves) against assets of, deposits with
or for the account of or credit extended by any Lender or the Issuing Bank
(except any such reserve requirement which is reflected in the Adjusted LIBO
Rate) or shall impose on such Lender or the Issuing Bank or the London interbank
market any other condition affecting this Agreement or the Eurodollar Loans or
Swingline Loans made by such Lender or any Letter of Credit, or any
participation in any thereof, and the result of any of the foregoing shall be to
increase the cost to such Lender or the Issuing Bank of making or maintaining
any Eurodollar Loan or Swingline Loan or increase the cost to any Lender of
issuing or maintaining any Letter of Credit, or purchasing or maintaining a
participation in any thereof, or to reduce the amount of any sum received or
receivable by such Lender or the Issuing Bank hereunder with respect to any
Eurodollar Loan, Swingline Loan or Letter of Credit, as applicable, whether of
principal, interest or otherwise, by an amount deemed by such Lender or the
Issuing Bank to be material, then the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, upon demand such additional amount or amounts
as will compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.

            (b) If any Lender or the Issuing Bank shall have determined that the
adoption after the date hereof of any Law, agreement or guideline regarding
capital adequacy, or any change after the date hereof in any such Law, agreement
or guideline (regardless of whether the change in such Law, agreement or
guideline has been adopted) or in the interpretation or administration thereof
by any Governmental Authority charged with the interpretation or administration
thereof, or compliance by any Lender (or any lending office of such Lender) or
the Issuing Bank or any Lender's or the Issuing Bank's holding company with any
request or directive regarding capital adequacy (whether or not having the force
of Law) of any Governmental Authority has or would have the effect of reducing
the rate of return on such Lender's or the Issuing Bank's capital or on the
capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made or participations in Letters of
Credit or Swingline Loans purchased by such Lender pursuant hereto or the
Letters of Credit issued by the Issuing Bank pursuant hereto to a level below
that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such applicability, adoption,
change or compliance (taking into consideration such Lender's or the Issuing
Bank's policies and the policies of such Lender's or the Issuing Bank's holding
company with respect to capital adequacy) by an amount deemed by such Lender or
the Issuing Bank to be material, then from time to time the Borrower shall pay
to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank or such Lender's
or the Issuing Bank's holding company, as the case may be, for any such
reduction suffered.

            (c) A certificate of a Lender or the Issuing Bank setting forth in
reasonable detail the basis for computation of the amount or amounts necessary
to compensate such Lender or the Issuing Bank or its holding company, as
applicable, as specified in paragraph (a) or (b) above shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender or the Issuing Bank the amount shown as due on any such certificate
delivered by it within 10 days after its receipt of the same.


                                      -31-
<PAGE>   37
            (d) Failure or delay on the part of any Lender or the Issuing Bank
to demand compensation for any increased costs or reduction in amounts received
or receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided,
however, that in no event shall the Borrower be obligated to make any payment
under this Section 2.13 in respect of increased costs incurred prior to the
period commencing 90 days prior to the date on which demand for compensation in
respect of such increased costs is first made. In addition, the Borrower shall
not incur liability for additional amounts with respect to changes in the basis
of taxation described above for periods of time before such Lender or Issuing
Bank becomes aware of the change in such basis except in the case of any
retroactive application of such a change. The protection of this Section shall
be available to each Lender and the Issuing Bank regardless of any possible
contention of the invalidity or inapplicability of the Law, agreement, guideline
or other change or condition that shall have occurred or been imposed.

      SECTION 2.14. Change in Legality.

            (a) Notwithstanding any other provision of this Agreement or any
other Loan Document, if, after the date hereof, any change in any Law or in the
interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
to make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the Borrower and to the Administrative Agent: (i) such Lender may declare
that Eurodollar Loans will not thereafter (for the duration of such
unlawfulness) be made by such Lender hereunder (or be continued for additional
Interest Periods and ABR Loans will not thereafter (for such duration) be
converted into Eurodollar Loans), whereupon any request for a Eurodollar
Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to
continue a Eurodollar Borrowing for an additional Interest Period) shall, as to
such Lender only, be deemed a request for an ABR Loan (or a request to continue
an ABR Loan as such for an additional Interest Period or to convert a Eurodollar
Loan into an ABR Loan, as the case may be), unless such declaration shall be
subsequently withdrawn; and (ii) such Lender may require that all outstanding
Eurodollar Loans made by it be converted to ABR Loans, in which event all such
Eurodollar Loans shall be automatically converted to ABR Loans as of the
effective date of such notice as provided in paragraph (b) below. In the event
any Lender shall exercise its rights under clause (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

            (b) For purposes of this Section 2.14, a notice to the Borrower by
any Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the Interest Period currently applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Borrower.

      SECTION 2.15. Indemnity. The Borrower shall indemnify each Lender against
any loss or expense that such Lender may sustain or incur as a consequence of
(a) any event, other

                                      -32-
<PAGE>   38
than a default by such Lender in the performance of its obligations hereunder,
which results in (i) such Lender receiving or being deemed to receive any amount
on account of the principal of any Eurodollar Loan prior to the end of the
Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan
to an ABR Loan, or the conversion of the Interest Period with respect to any
Eurodollar Loan, in each case other than on the last day of the Interest Period
in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender
(including any Eurodollar Loan to be made pursuant to a conversion or
continuation under Section 2.11) not being made after notice of any such Loan
shall have been given by the Borrower hereunder for any reason other than
default by a Lender (any of the events referred to in this clause (a) being
called a "Breakage Event") or (b) any default in the making of any payment or
prepayment required to be made hereunder. In the case of any Breakage Event,
such loss shall include an amount equal to the excess, as reasonably determined
by such Lender, of (A) its cost of obtaining funds (not including any Applicable
Margin) for the Eurodollar Loan that is the subject of such Breakage Event for
the period from the date of such Breakage Event to the last day of the Interest
Period in effect (or that would have been in effect) for such Eurodollar Loan
over (B) the amount of interest likely to be realized by such Lender in
redeploying the funds released or not utilized by reason of such Breakage Event
for such period. A certificate of any such Lender shall be delivered to the
Borrower and shall be conclusive absent manifest error, so long as such
certificate sets forth in reasonable detail any amount or amounts which such
Lender is entitled to receive pursuant to this Section 2.15 and the basis of
computation of the amount or amounts necessary to compensate such Lender.

      SECTION 2.16. Pro Rata Treatment. Except as required under Section 2.14,
each Borrowing (other than a Swingline Loan), each payment or prepayment of
principal of any Borrowing (other than a Swingline Loan), each payment of
interest on the Loans (other than Swingline Loans), each payment of the Facility
Fees, each reduction of the Revolving Loan Commitment and each conversion of any
Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall
be allocated pro rata among the Lenders in accordance with their respective Pro
Rata Percentages of the Revolving Loan Commitment (or, if the Revolving Loan
Commitment shall have expired or been terminated, in accordance with the sum of
the respective principal amounts of their outstanding Revolving Loans, Swingline
Exposures and L/C Exposures). For purposes of determining the available
Revolving Commitment of the Lenders at any time, each outstanding Swingline Loan
shall be deemed to have utilized the Revolving Commitment in accordance with
each Lender's Pro Rata Percentage of the Revolving Commitment. Each Lender
agrees that in computing such Lender's portion of any Borrowing to be made
hereunder, the Administrative Agent may, in its discretion, round each Lender's
percentage of such Borrowing to the next higher or lower whole dollar amount.

      SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Lender under any Debtor Relief Law or
other similar Law or otherwise, or by any other means, obtain payment (voluntary
or involuntary) in respect of any Loan or L/C Disbursement as a result of which
the unpaid principal portion of its Loans and participations in L/C
Disbursements or Swingline Loans shall

                                      -33-
<PAGE>   39
be proportionately greater than the unpaid principal portion of the Loans and
participations in L/C Disbursements and Swingline Loans of any other Lender, it
shall be deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price for, a
participation in the Loans, L/C Exposure and Swingline Exposure of such other
Lender, so that the aggregate unpaid principal amount of the Loans, L/C
Exposure, Swingline Exposure and participations in Loans, L/C Exposure and
Swingline Exposure held by each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all Loans, L/C Exposure and Swingline
Exposure then outstanding as the principal amount of its Loans, L/C Exposure and
Swingline Exposure prior to such exercise of a right of banker's lien, setoff or
counterclaim or other event was to the principal amount of all Loans, L/C
Exposure and Swingline Exposure outstanding prior to such exercise of a right of
banker's lien, setoff or counterclaim or other event; provided, however, that if
any such purchase or purchases or adjustments shall be made pursuant to this
Section 2.17 and the payment giving rise thereto shall thereafter be recovered,
such purchase or purchases or adjustments shall be rescinded to the extent of
such recovery and the purchase price or prices or adjustment restored without
interest. The Borrower expressly consents to the foregoing arrangements and
agrees that any Lender holding a participation in a Loan or L/C Disbursement
deemed to have been so purchased may exercise any and all rights of banker's
lien, setoff or counterclaim with respect to any and all moneys owing by the
Borrower to such Lender by reason thereof as fully as if such Lender had made a
Loan directly to the Borrower in the amount of such participation.

      SECTION 2.18. Payments.

            (a) The Borrower shall make each payment (including principal of or
interest on any Borrowing or any L/C Disbursement or any Fees or other amounts)
hereunder not later than 1:00 p.m., New York, New York time, on the date when
due in immediately available dollars, without setoff, defense or counterclaim.
Each such payment (other than Issuing Bank Fees, which shall be paid directly to
the Issuing Bank, and payments in respect of the Swingline Loans as expressly
provided herein) shall be made to the Administrative Agent at its offices at One
Wall Street, New York, New York.

            (b) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder shall become due, or otherwise
would occur, on a day that is not a Business Day, such payment may be made on
the next succeeding Business Day, and such extension of time shall in such case
be included in the computation of interest or Fees, if applicable.

      SECTION 2.19. Taxes.

            (a) Subject to Section 2.19(g), any and all payments by the Borrower
hereunder shall be made, in accordance with Section 2.18, free and clear of and
without deduction for any and all current or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto
excluding (i) income taxes imposed on the net income (including branch profit
taxes and alternative minimum income taxes of the Administrative Agent, any
Lender or the Issuing Bank (or any transferee or assignee thereof,

                                      -34-
<PAGE>   40
including a participation holder (any such entity a "Transferee")), (ii)
franchise taxes imposed on the net income of the Administrative Agent, any
Lender or the Issuing Bank (or any Transferee), in each case by the jurisdiction
under the Laws of which the Administrative Agent, such Lender or the Issuing
Bank (or such Transferee) is organized or any political subdivision thereof or
by the jurisdiction in which the applicable lending or issuing office of the
Administrative Agent, such Lender or the Issuing Bank (or such Transferee) is
located or any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charge, withholdings and liabilities, collectively
or individually, being called "Taxes"). If the Borrower shall be required to
deduct any Taxes from or in respect of any sum payable hereunder to the
Administrative Agent, any Lender or the Issuing Bank (or any Transferee), (A)
the sum payable shall be increased by the amount (an "additional amount")
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.19) the
Administrative Agent, such Lender or the Issuing Bank (or such Transferee), as
the case may be, shall receive an amount equal to the sum it would have received
had no such deductions been made, (B) the Borrower shall make such deductions
and (C) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

            (b) In addition, the Borrower agrees to pay to the relevant
Governmental Authority in accordance with applicable law any current or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement and
the other Loan Documents ("Other Taxes").

            (c) Subject to Section 2.19(g), the Borrower will indemnify the
Administrative Agent, each Lender and the Issuing Bank (or any Transferee)
for the full amount of Taxes and Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank (or such Transferee), as the case may be, and
any liability (including penalties, interest and expenses (including reasonable
attorney's fees and expenses)) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted by
the relevant Governmental Authority. A certificate as to the amount of such
payment or liability prepared by the Administrative Agent, a Lender or the
Issuing Bank (or a Transferee), or the Administrative Agent on its behalf,
absent manifest error, shall be final, conclusive and binding for all purposes.
Such indemnification shall be made within 30 days after the date the
Administrative Agent, any Lender or the Issuing Bank (or any Transferee), as the
case may be, makes written demand therefor.

            (d) If the Administrative Agent, a Lender or the Issuing Bank (or a
Transferee) receives a refund in respect of any Taxes or Other Taxes as to which
it has been indemnified by the Borrower or with respect to which the Borrower
has paid additional amounts pursuant to this Section 2.19, it shall within 30
days from the date of such receipt pay over to the Borrower (i) such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by
the Borrower under this Section 2.19 with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, such Lender or the Issuing Bank (or such Transferee) and
(ii) interest paid by the relevant Governmental Authority with respect to such
refund; provided, however, that the Borrower, upon

                                      -35-
<PAGE>   41
the request of the Administrative Agent, such Lender or the Issuing Bank (or
such Transferee), shall repay the amount paid over to the Borrower (plus
penalties, interest or other charges) to the Administrative Agent, such Lender
or the Issuing Bank (or such Transferee) in the event the Administrative Agent,
such Lender or the Issuing Bank (or such Transferee) is required to repay such
refunds to such Governmental Authority. If the Borrower determines in good faith
that a reasonable basis exists for contesting any Tax or Other Tax, the
Administrative Agent, such Lender, the Issuing Bank (or such Transferee), as
applicable, shall cooperate with the Borrower in challenging such Tax or Other
Tax at the Borrower's expense if requested by the Borrower (it being understood
and agreed that the Administrative Agent, such Lender, the Issuing Bank (or such
Transferee), as applicable, shall have no obligation to contest or
responsibility for contesting such Tax or Other Tax).

            (e) As soon as practicable after the date of any payment of Taxes or
Other Taxes by the Borrower to the relevant Governmental Authority, the Borrower
will deliver to the Administrative Agent, at its address referred to in Section
9.1, the original or a certified copy of any receipt actually issued by such
Governmental Authority evidencing payment thereof.

            (f) Each Lender (or Transferee) that is organized under the Laws of
a jurisdiction other than the United States, any State thereof or the District
of Columbia (a "Non-U.S. Lender") shall deliver to the Borrower and the
Administrative Agent two copies of either United States Internal Revenue Service
Form 1001 or Form 4224, or, in the case of a Non-U.S. Lender claiming exemption
from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code
with respect to payments of "portfolio interest", a Form W-8, or any subsequent
versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a
Form W-8, a certificate containing representations regarding the status of such
Non-U.S. Lender as not being a bank for purposes of Section 881(c) of the Code,
as not being a 10-percent shareholder (within the meaning of Section
871(h)(3)(B) of the Code) of the Borrower and as not being a controlled foreign
corporation related to the Borrower (within the meaning of Section 864(d)(4) of
the Code)), properly completed and duly executed by such Non-U.S. Lender
claiming complete exemption from, or reduced rate of, United States Federal
withholding tax on payments by the Borrower under this Agreement. Such forms
shall be delivered by each Non-U.S. Lender on or before the date it becomes a
party to this Agreement (or, in the case of a Transferee that is a participation
holder, on or before the date such participation holder becomes a Transferee
hereunder) and on or before the date, if any, such Non-U.S. Lender changes its
applicable lending office by designating a different lending office (a "New
Lending Office"). In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Lender. Notwithstanding any other provision of this Section
2.19(f), a Non-U.S. Lender shall not be required to deliver any form pursuant to
this Section 2.19(f) that such Non-U.S. Lender is not legally able to deliver.

            (g) The Borrower shall not be required to indemnify any Non-U.S.
Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect of
United States Federal withholding tax pursuant to paragraph (a) or (c) above to
the extent that (i) the obligation to withhold amounts with respect to United
States Federal withholding tax existed on the date such Non-U.S. Lender became a
party to this Agreement (or, in the case of a Transferee that is a

                                      -36-
<PAGE>   42
participation holder, on the date such participation holder became a Transferee
hereunder) or, with respect to payments to a New Lending Office, the date such
Non-U.S. Lender designated such New Lending Office with respect to a Loan;
provided, however, that this paragraph (g) shall not apply (A) to any Transferee
or New Lending Office that becomes a Transferee or New Lending Office as a
result of an assignment, participation, transfer or designation made at the
request of the Borrower and (B) to the extent the indemnity payment or
additional amounts any Transferee, or any Lender (or Transferee) acting through
a New Lending Office, would be entitled to receive (without regard to this
paragraph (g)) do not exceed the indemnity payment or additional amounts that
the Person making the assignment, participation or transfer to such Transferee,
or Lender (or Transferee) making the designation of such New Lending Office,
would have been entitled to receive in the absence of such assignment,
participation, transfer or designation or (ii) the obligation to pay such
additional amounts would not have arisen but for a failure by such Non-U.S.
Lender to comply with the provisions of paragraph (f) above.

            (h) Nothing contained in this Section 2.19 shall require any Lender
or the Issuing Bank (or any Transferee) or the Administrative Agent to make
available any of its tax returns (or any other information that it deems to be
confidential or proprietary).

            (i) Each Bank represents that, to the best of its knowledge, it is
not a party to any "conduit financing arrangement" as defined under applicable
Treasury Regulations promulgated under the Code.

            (j) Any Non-U.S. Lender that could become completely exempt from
withholding of any tax, assessment or other charge or levy imposed by or on
behalf of the United States of America or any taxing authority thereof in
respect of payment of any obligations due to such Non-U.S. Lender under this
Agreement if such obligations were in registered form for United States Federal
income tax purposes may request the Borrower (through the Administrative Agent),
and the Borrower agrees thereupon, to exchange any promissory note(s) evidencing
such obligations for promissory note(s) registered as provided in subsection (k)
below (each a "Registered Note"). Registered Notes may not be exchanged for
Notes that are not Registered Notes.

            (k) From and after the time, if any, when any Lender requests a
Registered Note, the Borrower shall maintain, or cause to be maintained, a
register on which it enters the name of each registered owner of the Lender
Obligation(s) evidenced by a Registered Note. A Registered Note and the Lender
Obligation(s) evidenced thereby may be assigned or otherwise transferred in
whole or in part only by registration of such assignment or transfer of such
Registered Note and the Lender Obligation(s) evidenced thereby on such register
(and each Registered Note shall expressly so provide). Any assignment or
transfer of all or part of such Lender Obligation(s) and the Registered Note(s)
evidencing the same shall be registered on such register only upon surrender for
registration of assignment or transfer of the Registered Note(s) evidencing such
Lender Obligation(s), duly endorsed by (or accompanied by a written instrument
of assignment or transfer duly executed by) the holder thereof, and thereupon
one or more new Registered Note(s) in the same aggregate principal amount shall
be issued to the designated assignee(s) or transferee(s) pursuant to, in
accordance with, and subject to the restrictions of,

                                      -37-
<PAGE>   43
Section 9.4. Prior to the due presentment for registration of assignment or
transfer of any Registered Note, the Borrower and the Administrative Agent shall
treat the Person in whose name such Lender Obligation(s) and the Registered
Note(s) evidencing the same is registered as the owner thereof for the purpose
of receiving all payments thereon and for all other purposes, notwithstanding
any notice to the contrary. Such register shall be available for inspection by
the Administrative Agent and any Lender at any reasonable time upon reasonable
prior notice.

      SECTION 2.20. Assignment of the Revolving Loan Commitment Under Certain
Circumstances; Duty to Mitigate.

            (a) In the event (i) any Lender or the Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.14 or (iii) the
Borrower is required to pay any additional amount to any Lender or the Issuing
Bank or any Governmental Authority on account of any Lender or the Issuing Bank
pursuant to Section 2.19, the Borrower may, at its sole expense and effort
(including with respect to the processing and recordation fee referred to in
Section 9.4(b)), upon notice to such Lender or the Issuing Bank and the
Administrative Agent, require such Lender or the Issuing Bank to transfer and
assign, without recourse (in accordance with and subject to the restrictions
contained in Section 9.4), all of its interests, rights and obligations under
this Agreement to an assignee that shall assume such assigned obligations which
assignee may be another Lender, if a Lender accepts such assignment; provided
that (A) such assignment shall not conflict with any Law, rule or regulation or
order of any court or other Governmental Authority having jurisdiction, (B) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a portion of the Revolving Loan Commitment is being assigned, of
the Issuing Bank and the Swingline Lender), which consent shall not unreasonably
be withheld, and (C) the Borrower or such assignee shall have paid to the
affected Lender or the Issuing Bank in immediately available funds an amount
equal to the sum of the principal of and interest accrued to the date of such
payment on the outstanding Loans and participations in L/C Disbursements and
Swingline Loans of such Lender or the Issuing Bank plus all Fees and other
amounts accrued for the account of such Lender or the Issuing Bank hereunder
(including any amounts under Section 2.13 and Section 2.15); provided further
that, if prior to any such transfer and assignment the circumstances or event
that resulted in such Lender's or the Issuing Bank's claim for compensation
under Section 2.13 or notice under Section 2.14 hereof or the amounts paid
pursuant to Section 2.19, as the case may be, cease to cause such Lender or the
Issuing Bank to suffer increased costs or reductions in amounts received or
receivable or reduction in return on capital, or cease to have the consequences
specified in Section 2.14, or cease to result in amounts being payable under
Section 2.19, as the case may be, including as a result of any action taken by
such Lender or the Issuing Bank pursuant to paragraph (b) below, or if such
Lender or the Issuing Bank shall waive its right to claim further compensation
under Section 2.13 in respect of such circumstances or event or shall withdraw
its notice under Section 2.14 or shall waive its right to further payments under
Section 2.19 in respect of such circumstances or event, as the case may be, then
such Lender or the Issuing Bank shall not thereafter be required to make any
such transfer and assignment hereunder.


                                      -38-
<PAGE>   44
            (b) If (i) any Lender or the Issuing Bank shall request compensation
under Section 2.13, (ii) any Lender or the Issuing Bank delivers a notice
described in Section 2.14 or (iii) the Borrower is required to pay any
additional amount to any Lender or the Issuing Bank or any Governmental
Authority on account of any Lender or the Issuing Bank pursuant to Section 2.19,
then such Lender or the Issuing Bank shall use reasonable efforts (which shall
not require such Lender or the Issuing Bank to incur an unreimbursed loss or
unreimbursed cost or expense or otherwise take any action inconsistent with its
internal policies or legal or regulatory restrictions or suffer any disadvantage
or burden deemed by it to be significant) (A) to file any certificate or
document reasonably requested in writing by the Borrower or (B) to assign its
rights and delegate and transfer its obligations hereunder to another of its
offices, branches or affiliates, if such filing or assignment would reduce its
claims for compensation under Section 2.13 or enable it to withdraw its notice
pursuant to Section 2.14 or would reduce accounts payable pursuant to Section
2.19, as the case may be, in the future. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender or the Issuing Bank in
connection with any such filing or assignment, delegation and transfer.

      SECTION 2.21. Letters of Credit.

            (a) General. The Borrower may request the issuance of a Letter of
Credit, in a form reasonably acceptable to the Administrative Agent and the
Issuing Bank, appropriately completed, for the account of the Borrower, at any
time and from time to time while the Revolving Loan Commitment remains in
effect. The face amount of each Letter of Credit may never be greater than the
lesser of (i) $15,000,000 and (ii) the amount by which the Revolving Loan
Commitment exceeds the Total Exposure on the date of issuance. This Section
shall not be construed to impose an obligation upon the Issuing Bank to issue
any Letter of Credit that is inconsistent with the terms and conditions of this
Agreement.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to amend,
renew or extend an existing Letter of Credit), the Borrower shall hand deliver
or telecopy to the Issuing Bank and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension) a
completed Application and a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
the date of issuance, amendment, renewal or extension, the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) below), 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 such Letter of
Credit. In connection with a request for the issuance of a Letter of Credit, in
the event of any inconsistency between the terms of any Application and the
provisions of this Agreement, the provisions of this Agreement shall be
controlling. A Letter of Credit shall be issued, amended, renewed or extended
only if, and upon issuance, amendment, renewal or extension of each Letter of
Credit the Borrower shall be deemed to represent and warrant that, after giving
effect to such issuance, amendment, renewal or extension (i) the L/C Exposure
shall not exceed $15,000,000 and (ii) the Total Exposure (after giving effect to
the issuance of such Letter of Credit) shall not exceed the Revolving Loan
Commitment. The Issuing Bank shall not

                                      -39-
<PAGE>   45
enter into any amendment of an outstanding Letter of Credit which has not been
requested or approved in writing by the Borrower.

            (c) Expiration Date. Each Letter of Credit shall expire at the close
of business on the earlier of the date that is one year after the date of the
issuance of such Letter of Credit and the date that is five Business Days prior
to the Revolving Loan Maturity Date, as applicable, unless such Letter of Credit
(i) expires by its terms on an earlier date or (ii) has a one-year tenor and
provides for the renewal thereof for additional one-year periods, so long as
such periods referred to in this clause (ii) shall not in any event expire at a
date later than the date that is five Business Days prior to the Revolving Loan
Maturity Date.

            (d) Participations. By the issuance of a Letter of Credit and
without any further action on the part of the Issuing Bank or the Lenders, the
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
the Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Pro Rata Percentage of the aggregate amount available to be drawn under
such Letter of Credit, effective upon the issuance of such Letter of Credit. In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender's Pro Rata Percentage of each L/C Disbursement
made by the Issuing Bank and not reimbursed by the Borrower forthwith on the
date due as provided in Section 2.2(f). Each Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a
Default or an Event of Default, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

            (e) Reimbursement. If the Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, the Borrower shall pay to the
Administrative Agent an amount equal to such L/C Disbursement not later than two
hours after the Borrower shall have received notice from the Issuing Bank that
payment of such draft will be made, or, if the Borrower shall have received such
notice later than 10:00 a.m., New York, New York time, on any Business Day, not
later than 10:00 a.m., New York, New York time, on the immediately following
Business Day.

            (f) Obligations Absolute. The Borrower's obligations to reimburse
L/C Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

                  (i) any lack of validity or enforceability of any Letter of
            Credit or any other Loan Document, or any term or provision therein;

                  (ii) any amendment or waiver of or any consent to departure
            from all or any of the provisions of any Letter of Credit, this
            Agreement or any other Loan Document;


                                      -40-
<PAGE>   46
                  (iii) the existence of any claim, setoff, defense or other
            right that the Borrower, any other party guaranteeing, or otherwise
            obligated with, the Borrower, any Restricted Subsidiary of the
            Borrower or other Affiliate thereof or any other Person may at any
            time have against the beneficiary under any Letter of Credit, the
            Issuing Bank, the Administrative Agent or any Lender or any other
            Person, whether in connection with this Agreement or any other
            related or unrelated agreement or transaction;

                  (iv) any draft or other document presented under a Letter of
            Credit proving to be forged, fraudulent, invalid or insufficient in
            any respect or any statement therein being untrue or inaccurate in
            any respect;

                  (v) payment by the Issuing Bank under a Letter of Credit
            against presentation of a draft or other document that does not
            comply with the terms of such Letter of Credit; and

                  (vi) any other act or omission to act or delay of any kind of
            the Issuing Bank, the Lenders, the Administrative Agent or any other
            Person or any other event or circumstance whatsoever, whether or not
            similar to any of the foregoing, that might, but for the provisions
            of this Section, constitute a legal or equitable discharge of the
            Borrower's obligations hereunder.

The foregoing shall not be construed to excuse the Issuing Bank from liability
to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by Applicable Law) suffered by the Borrower that are caused by
the Issuing Bank's gross negligence or willful misconduct in determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof; it is understood that the Issuing Bank may accept documents that
appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary and, in
making any payment under any Letter of Credit (A) the Issuing Bank's exclusive
reliance on the documents presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any draft
presented under such Letter of Credit, whether or not the amount due to the
beneficiary thereunder equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or invalid or any statement therein proves
to be inaccurate or untrue in any respect whatsoever and (B) any non-compliance
in any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall, in each case, be deemed not to constitute willful
misconduct or gross negligence of the Issuing Bank

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall as promptly
as possible give telephonic notification, confirmed by telecopy, to the
Administrative Agent and the Borrower of such demand for

                                      -41-
<PAGE>   47
payment and whether the Issuing Bank has made or will make an L/C Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Lenders with respect to any such L/C Disbursement. The Administrative
Agent shall promptly give each Lender notice thereof.

            (h) Interim Interest. If the Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Borrower shall
reimburse such L/C Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of the Issuing Bank, for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of the
date of payment by the Borrower or the date on which interest shall commence to
accrue thereon as provided in Section 2.8, at the rate per annum that would
apply to such amount if such amount were an ABR Loan.

            (i) Resignation or Removal of the Issuing Bank. The Issuing Bank may
resign at any time by giving 90 days' prior written notice to the Administrative
Agent, the Lenders and the Borrower, and may be removed at any time by the
Borrower by notice to the Issuing Bank, the Administrative Agent and the
Lenders. Subject to the next succeeding paragraph, upon the acceptance of any
appointment as the Issuing Bank hereunder by a Lender that shall agree to serve
as successor Issuing Bank, such successor shall succeed to and become vested
with all the interests, rights and obligations of the retiring Issuing Bank and
the retiring Issuing Bank shall be discharged from its obligations to issue
additional Letters of Credit hereunder. At the time such removal or resignation
shall become effective, the Borrower shall pay all accrued and unpaid fees
pursuant to Section 2.6(a). The acceptance of any appointment as the Issuing
Bank hereunder by a successor Lender shall be evidenced by an agreement entered
into by such successor, in a form satisfactory to the Borrower and the
Administrative Agent, and, from and after the effective date of such agreement,
(i) such successor Lender shall have all the rights and obligations of the
previous Issuing Bank under this Agreement and (ii) references herein to the
term "Issuing Bank", shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as
the context shall require. After the resignation or removal of the Issuing Bank
hereunder, the retiring Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of
Credit.

            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, the Borrower shall, on the Business Day it receives notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the
Loans has been accelerated, Lenders holding participations in outstanding
Letters of Credit representing greater than 50% of the aggregate undrawn amount
of all outstanding Letters of Credit thereof and of the amount to be deposited),
or if the maturity of the Loans has been accelerated automatically pursuant to
Article VII, as a result of the happening of an event described in paragraph (g)
or (h) thereof, forthwith, without notice of any kind, deposit in an account
with the Administrative Agent, for the benefit of the Lenders, an amount in cash
equal to the L/C Exposure as of such date plus any accrued and unpaid interest
thereon. Such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the Obligations. The Administrative Agent
shall have

                                      -42-
<PAGE>   48
exclusive dominion and control, including the exclusive right of withdrawal,
over such account and, if so requested by the Borrower, shall invest the
deposits therein in Permitted Investments. Other than any interest earned on the
investment of such deposits in Permitted Investments, which investments shall be
made at the option and sole discretion of the Administrative Agent, such
deposits shall not bear interest or profits, and all interest, if any, earned on
such investments shall accumulate in such account. Moneys in such account shall
(i) automatically be applied by the Administrative Agent to reimburse the
Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be
held for the satisfaction of the reimbursement obligations of the Borrower for
the L/C Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with L/C Exposure
representing greater than 50% of total L/C Exposure), be applied to satisfy
other Obligations.

      SECTION 2.22. Incremental Facilities. The Borrower may at any time and
from time to time prior to the date that is one year after the Closing Date, at
its sole cost, expense and effort, request any one or more of the Lenders (the
decision to be within the sole and absolute discretion of each Lender), or any
other Person or Persons reasonably satisfactory to the Administrative Agent, to
commit to provide one or more revolving credit facilities and/or term loan
facilities to the Borrower (each an "incremental facility"), by hand delivering
or telecopying to the Administrative Agent a duly completed request therefor not
later than 45 days prior to the anticipated closing date of such incremental
facility, (a) specifying the nature thereof as a revolving facility and/or a
term loan facility, the aggregate amount of all commitments to be provided
thereunder, the Lenders or other Person(s) agreeing to provide such incremental
facility (each an "incremental lender"), and the anticipated closing date
thereof, and (b) attaching the term sheet and related documents with respect to
such incremental facility. If such request is in all respects reasonably
satisfactory to the Administrative Agent and the Administrative Agent shall have
received such other information relating to such incremental facility as it
shall reasonably request, then (i) the Administrative Agent shall execute such
request and deliver a copy thereof to the Borrower and each Lender and (ii) the
Administrative Agent, the Obligors and the relevant incremental lenders shall
execute and deliver such amendments, supplements and other modifications to the
Loan Documents (copies of which shall be delivered by the Administrative Agent
to each Lender promptly after the effectiveness thereof) as shall be necessary
to include such incremental facility hereunder and under the other Loan
Documents, provided, however, that (A) immediately before and after giving
effect to each incremental facility, no Event of Default or Default shall have
occurred and be continuing, (B) immediately after giving effect to each
incremental facility, the aggregate amount of all commitments to be provided
thereunder shall not be less than $25,000,000, (C) at no time shall the
aggregate lending exposure under all incremental facilities exceed $100,000,000,
(D) the Administrative Agent shall have received such certificates, legal
opinions and other items as it shall reasonably request in connection with each
incremental facility, (E) no incremental facility may be represented or
otherwise included under the Loan Documents on a greater than pro rata basis
with the Revolving Loans and each prior incremental facility with respect to any
mandatory prepayment or other mandatory exposure reduction (including any such
prepayment or reduction relating to Asset Dispositions), any collateral security
(including any cash collateral deposited under Section 2.21(j) and any amounts
escrowed under Section 2.12(d)), or any matter requiring the vote of the
Required Lenders, and (F) each incremental facility shall be required to share,
on at least a pro

                                      -43-
<PAGE>   49
rata basis with the Revolving Loans and each prior incremental facility, in the
obligations of the Lenders to indemnify the Administrative Agent.

                                  ARTICLE III.

                         Representations and Warranties

                  The Borrower represents and warrants to the Administrative
Agent, the Issuing Bank and each of the Lenders that:

      SECTION 3.1. Organization; Powers. The Borrower and each of the Restricted
Subsidiaries (a) is duly organized, validly existing and in good standing under
the Laws of the jurisdiction of its organization, (b) has all requisite power
and authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted, (c) is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required, except where the failure so to qualify could not reasonably be
expected to result in a Material Adverse Effect, and (d) has the requisite power
and authority to execute, deliver and perform its obligations under this
Agreement, the other Loan Documents and each other agreement or instrument
contemplated thereby to which it is or will be a party and to borrow hereunder.

      SECTION 3.2. Authorization. The execution, delivery and performance by
each Obligor of the Loan Documents to which it is a party and the borrowings
hereunder (collectively, the "Transactions") (a) have been duly authorized by
all requisite corporate, partnership or other analogous and, if required,
equityholder action and (b) will not (i) violate (A) any provision of Law,
statute, rule or regulation, or of the certificate or articles of incorporation
or other organizational documents or by-laws of the Borrower or any Restricted
Subsidiary, (B) any order of any Governmental Authority or (C) any provision of
any indenture, material agreement or other material instrument to which the
Borrower or any Restricted Subsidiary is a party or by which any of them or any
of their property is or may be bound, (ii) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or both) a
default under, or give rise to any right to accelerate or to require the
prepayment, repurchase or redemption of any obligation under any such indenture,
agreement or other instrument or (iii) result in the creation or imposition of
any Lien upon or with respect to any property or assets now owned or hereafter
acquired by the Borrower or any Restricted Subsidiary.

      SECTION 3.3. Enforceability. This Agreement has been duly executed and
delivered by the Borrower and constitutes a legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditor's rights generally. All other Loan
Documents have been duly executed and delivered by the Borrower and the other
Obligors and each constitutes a legal, valid and binding obligation of the
Borrower and the other Obligors, as appropriate, enforceable against the
Borrower and the other Obligors, as appropriate, in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditor's rights generally.

                                      -44-
<PAGE>   50
      SECTION 3.4. Governmental Approvals. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required in connection with the Transactions, except for such as have
been made or obtained and are in full force and effect.

      SECTION 3.5. Financial Statements. The Borrower has heretofore furnished
to the Lenders its balance sheets and statements of operations, stockholders'
equity and cash flows (a) as of and for the fiscal year ended December 31, 1999,
audited by and accompanied by the opinion of Deloitte & Touche LLP, independent
public accountants, and (b) as of and for the fiscal quarter and the portion of
the fiscal year ended March 31, 2000. Such financial statements present fairly
the financial position and results of operations and cash flows of the Borrower
as of such dates and for such periods in accordance with GAAP. Such balance
sheets and the notes thereto disclose all material liabilities, direct or
contingent, of such entities as of the dates thereof. Such financial statements
were prepared in accordance with GAAP applied on a consistent basis. The
operating performance projections submitted prior to the Closing Date by the
Borrower to the Administrative Agent for the years 2000 through 2005 were
prepared in good faith, and management believes them to be based on reasonable
assumptions and to fairly present the projected financial position and results
of operations of the Borrower and the Restricted Subsidiaries based upon
management's good faith estimates about the business, the relevant industries
and the general economy as of the date of such projections. The parties hereto
understand that such projections were not prepared as part of the Borrower's
customary planning process, have not been subject to the same level of scrutiny
and review as the Borrower undertakes in its annual business planning and
budgeting process, and have not been reviewed and approved by the Borrower's
Board of Directors.

      SECTION 3.6. No Material Adverse Change. There has been no material
adverse change in the business, assets, operations, financial condition, or
material agreements of the Borrower and the Restricted Subsidiaries, taken as a
whole, since December 31, 1999.

      SECTION 3.7. Title to Properties; Possession Under Leases.

            (a) Each of the Borrower and the Restricted Subsidiaries has good
and marketable title to, or valid leasehold interests in, all its material
properties and assets, except for minor defects in title that do not interfere
with its ability to conduct its business as currently conducted or to utilize
such properties and assets for their intended purposes. All such material
properties and assets are free and clear of Liens, other than Liens expressly
permitted by Section 6.2.

            (b) Each of the Borrower and the Restricted Subsidiaries has
complied with all material obligations under all material leases to which it is
a party and all such leases are in full force and effect. Each of the Borrower
and the Restricted Subsidiaries enjoys peaceful and undisturbed possession under
all such material leases.

            (c) Each of the Borrower and its Subsidiaries owns or possesses, or
could obtain ownership or possession of, on terms not materially adverse to it,
all patents, trademarks, service marks, trade names, copyrights, licenses and
rights with respect thereto necessary for the

                                      -45-
<PAGE>   51
present conduct of its business, without any known conflict with the
rights of others, and free from any burdensome restrictions, except where such
conflicts and restrictions could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

      SECTION 3.8. Subsidiaries. Schedule 3.8 sets forth as of the date hereof a
list of all Subsidiaries of the Borrower and the percentage ownership interest
of the Borrower therein. As of the date hereof, the shares of Capital Stock or
other ownership interests so indicated on Schedule 3.8 are fully paid and
non-assessable and are owned by the Borrower, directly or indirectly, free and
clear of all Liens.

      SECTION 3.9. Litigation; Compliance with Laws.

            (a) Except as set forth on Schedule 3.9, there are not any actions,
suits or proceedings at Law or in equity or by or before any Governmental
Authority now pending or, to the knowledge of the Borrower, threatened against
or affecting the Borrower or any Subsidiary of the Borrower or any business,
property or rights of any such Person (i) that involve this Agreement or the
Transactions or (ii) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.

            (b) None of the Borrower or any of its Subsidiaries or any of their
respective material properties or assets is in violation of, nor will the
continued operation of their material properties and assets as currently
conducted violate, any Law, or is in default with respect to any judgment, writ,
injunction, decree or order of any Governmental Authority, where such violation
or default could reasonably be expected to result in a Material Adverse Effect.

      SECTION 3.10. Agreements.

            (a) Neither the Borrower nor any of its Subsidiaries is a party to
any agreement or subject to any corporate, partnership or other analogous
restriction that, since December 31, 1999, has resulted or could reasonably be
expected to result in a Material Adverse Effect, except as disclosed on Schedule
3.10.

            (b) Neither the Borrower nor any of its Subsidiaries is in default
in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect.

      SECTION 3.11. Federal Reserve Regulations.

            (a) Neither the Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock (as defined in
Regulation U of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof).


                                      -46-
<PAGE>   52
            (b) No part of the proceeds of any Loan or any Letter of Credit will
be used, whether directly or indirectly, and whether immediately, incidentally
or ultimately, for any purpose that entails a violation of, or that is
inconsistent with, the provisions of the regulations of the Board, including
Regulation T, U or X, in each case as from time to time in effect and all
official rulings and interpretations thereunder or thereof.

      SECTION 3.12. Investment Company Act; Public Utility Holding Company Act.
Neither the Borrower nor any Subsidiary of the Borrower is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.

      SECTION 3.13. Use of Proceeds. The Borrower will use the proceeds of the
Loans and will request the issuance of Letters of Credit only (a) for the
refinancing of existing indebtedness and other obligations under the Existing
Credit Documents, (b) to fund strategic acquisitions and mergers (and other
similar corporate transactions which have the same effect as a merger or
acquisition), in each case that are permitted by this Agreement and the other
Loan Documents, (c) for working capital and (d) for other general corporate
purposes.

      SECTION 3.14. Tax Returns. Each of the Borrower and the Restricted
Subsidiaries has filed or caused to be filed all Federal, state, and material
local and foreign tax returns or materials required to have been filed by it and
has paid or caused to be paid all taxes due and payable by it and all
assessments received by it, except taxes that are being contested in good faith
by appropriate proceedings and for which the Borrower or such Restricted
Subsidiary, as applicable, shall have set aside on its books adequate reserves.

      SECTION 3.15. No Material Misstatements. No written information, report,
financial statement, exhibit or schedule prepared by the Borrower and furnished
to the Administrative Agent or any Lender in connection with the negotiation of
this Agreement and the other Loan Documents, or included herein or delivered
pursuant hereto, contained, contains or will contain when furnished any material
misstatement of fact or omitted, omits or will omit when furnished to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were, are or will be made, not misleading.

      SECTION 3.16. Employee Benefit Plans. Each of the Borrower and its ERISA
Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in liability of the Borrower or any
Subsidiary of the Borrower which would be material to the Borrower and its
Subsidiaries on a consolidated basis.

      SECTION 3.17. Solvency.

            (a) Immediately after the consummation of the Transactions and the
other transactions to occur on the Closing Date and immediately following the
making of each Loan

                                      -47-
<PAGE>   53
made and the issuance of each Letter of Credit issued and after giving effect to
the application of the proceeds thereof, (i) the fair value of the assets of the
Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will
exceed the debts and liabilities, direct, subordinated, contingent or otherwise,
of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present
fair saleable value of the property of the Borrower and its Subsidiaries on a
consolidated basis will be greater than the amount that will be required to pay
the probable liability of the Borrower and its Subsidiaries on a consolidated
basis on their debts and other liabilities, direct, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured;
(iii) each of the Obligors will be able to pay its debts and liabilities,
direct, subordinated, contingent or otherwise, as such debts and liabilities
become absolute and matured; and (iv) each of the Obligors will not have
unreasonably small capital with which to conduct the businesses in which it is
engaged as such businesses are now conducted and are proposed to be conducted
following the Closing Date.

            (b) The Borrower does not intend to, and does not believe that it or
any Subsidiary of the Borrower will, incur debts beyond its ability to pay such
debts as they mature, taking into account the timing and amounts of cash to be
received by it or any such Subsidiary and the timing and amounts of cash to be
payable on or in respect of its Indebtedness or the Indebtedness of any such
Subsidiary.

      SECTION 3.18. Insurance. The Borrower and the Restricted Subsidiaries have
insurance in such amounts and covering such risks and liabilities as are in
accordance with normal industry practice.

      SECTION 3.19. Labor Matters. As of the date hereof and the Closing Date,
there are no strikes, lockouts or slowdowns against the Borrower or any of its
Subsidiaries pending or, to the knowledge of the Borrower, threatened which
could reasonably be expected to have a Material Adverse Effect. The hours worked
by and payments made to employees of the Borrower and the Restricted
Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Federal, state, local or foreign Law dealing with such matters.
All payments due from the Borrower or any Restricted Subsidiary, or for which
any claim may be made against the Borrower or any Restricted Subsidiary, on
account of wages and employee health and welfare insurance and other benefits,
have been paid or accrued as a liability on the books of the Borrower or such
Restricted Subsidiary. The consummation of the Transactions to be consummated on
or prior to the Closing Date will not give rise to any right of termination or
right of renegotiation on the part of any union under any collective bargaining
agreement to which the Borrower or any Restricted Subsidiary is bound.

      SECTION 3.20. Environmental Matters. Except as set forth in Schedule 3.20:
(a) the properties owned, operated or leased by the Borrower and its
Subsidiaries (the "Properties") do not contain any Hazardous Materials in
amounts or concentrations which (i) constitute, or constituted a violation of,
or (ii) could reasonably be expected to give rise to liability under,
Environmental Laws, which violations and liabilities, in the aggregate, could
reasonably be expected to result in a Material Adverse Effect; (b) all
Environmental Permits have been obtained and are in effect with respect to the
Properties and operations of the Borrower and its

                                      -48-
<PAGE>   54
Subsidiaries, and the Properties and all operations of the Borrower and its
Subsidiaries are in compliance, and in the last two years have been in
compliance, with all Environmental Laws and all necessary Environmental Permits,
except to the extent that such non-compliance or failure to obtain any necessary
permits, in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect; (c) neither the Borrower nor any of its Subsidiaries
has received any notice of an Environmental Claim in connection with the
Properties or the operations of the Borrower or its Subsidiaries or with regard
to any Person whose liabilities for environmental matters the Borrower or any of
its Subsidiaries has retained or assumed, in whole or in part, contractually,
which, in the aggregate, could reasonably be expected to result in a Material
Adverse Effect, nor do the Borrower or any of its Subsidiaries have knowledge
that any such notice will be received or is being threatened; and (d) Hazardous
Materials have not been transported from the Properties, nor have Hazardous
Materials been generated, treated, stored or disposed of at, on or under any of
the Properties in a manner that could reasonably be expected to give rise to
liability under any Environmental Law, nor have the Borrower or its Subsidiaries
retained or assumed any liability contractually, with respect to the generation,
treatment, storage or disposal of Hazardous Materials, which transportation,
generation, treatment, storage or disposal, or retained or assumed liabilities,
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect.

      SECTION 3.21. Survival of Representations and Warranties, etc. All
representations and warranties made under this Agreement and the other Loan
Documents shall be deemed to be made at and as of the Closing Date and at and as
of the date of each borrowing of a Loan (which, for purposes of this Section,
shall in no event include any conversion or continuation under Section 2.11) and
each issuance of a Letter of Credit, and each shall be true and correct when
made, except to the extent (a) previously fulfilled in accordance with the terms
hereof, (b) subsequently inapplicable, or (c) previously waived in writing by
the Administrative Agent, the Issuing Bank and Lenders with respect to any
particular factual circumstance. The representations and warranties made under
this Agreement and the other Loan Documents shall be deemed applicable to each
Subsidiary of the Borrower, if applicable, as of the formation or acquisition of
such Subsidiary and at and as of each date the representations and warranties
are remade pursuant to this provision. All representations and warranties made
under this Agreement and the other Loan Documents shall survive, and not be
waived by, the execution hereof by the Administrative Agent, the Issuing Bank
and the Lenders, any investigation or inquiry by the Administrative Agent, the
Issuing Bank or any Lender, or by the making of any Loan or the issuance of any
Letter of Credit under this Agreement and the other Loan Documents.

                                   ARTICLE IV.

                              Conditions of Lending

            The obligations of the Lenders to make Loans and of the Issuing Bank
to issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions:


                                      -49-
<PAGE>   55
      SECTION 4.1. All Credit Events. On the date of each borrowing, and on the
date of each issuance of a Letter of Credit (each such event being called a
"Credit Event"):

            (a) The Administrative Agent shall have received a request for such
Borrowing as required by Section 2.3 or 2.4, as applicable (or such notice shall
have been deemed given in accordance with Section 2.4), or, in the case of the
issuance of a Letter of Credit, the Issuing Bank and the Administrative Agent
shall have received a duly completed Application and a notice requesting the
issuance of such Letter of Credit, as required by Section 2.21(b).

            (b) The representations and warranties set forth in Article III and
the other representations and warranties of the Obligors in the Loan Documents
shall be true and correct in all material respects on and as of the date of such
Credit Event with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier
date, and there shall have occurred no event which caused a Material Adverse
Effect.

            (c) Each of the Borrower and its Subsidiaries shall be in compliance
in all material respects with the terms and provisions set forth herein and in
the other Loan Documents on its part to be observed or performed, and at the
time of and immediately after such Credit Event, no Event of Default or Default
shall have occurred and be continuing.

Each Credit Event shall be deemed to constitute a representation and warranty by
the Borrower on the date of such Credit Event as to the matters specified in
paragraphs (b) and (c) of this Section 4.1.

      SECTION 4.2. First Credit Event. On the Closing Date:

            (a) The Administrative Agent shall have received, on behalf of
itself, the Lenders and the Issuing Bank, a favorable written opinion of Sherman
& Howard L.L.C. in connection with the Transactions in each case (i) dated the
Closing Date, and (ii) covering such matters relating to this Agreement and the
Transactions as the Administrative Agent shall reasonably request in form
reasonably acceptable to the Administrative Agent and its counsel, and the
Borrower hereby requests and instructs such counsel to deliver such opinion.
Such opinion shall be addressed to the Issuing Bank, the Administrative Agent
and the Lenders.

            (b) All legal matters incident to this Agreement, the other Loan
Documents, the Borrowings, the Transactions and the extensions of credit
hereunder shall be reasonably satisfactory to the Lenders, to the Issuing Bank
and to the Administrative Agent.

            (c) The Administrative Agent shall have received (i) a certificate
of the Secretary or Assistant Secretary, or other analogous counterpart, of each
Obligor, dated the Closing Date and certifying (A) that attached thereto is a
true and complete copy of its certificate or articles of incorporation, by-laws
or other analogous organizational documents, including all amendments thereto,
as in effect on the Closing Date and at all times since a date prior to the date
of the resolutions described in clause (B) below, (B) that attached thereto is a
true and complete

                                      -50-
<PAGE>   56
copy of resolutions duly adopted by the Board of Directors or other analogous
managing body of each Obligor authorizing the execution, delivery and
performance of this Agreement, the other Loan Documents and the borrowings
hereunder, as applicable, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (C) that attached thereto
is a certificate as to the good standing of each Obligor as of a recent date
from the Secretary of State of the state of its organization, and (D) as to the
incumbency and specimen signature of each officer executing this Agreement and
the other Loan Documents, or any other document delivered in connection herewith
or therewith, on behalf of each Obligor; (ii) a certificate of another officer
as to the incumbency and specimen signature of the Secretary or Assistant
Secretary or other analogous counterpart executing the certificate pursuant to
clause (i) above; and (iii) such other documents as the Lenders, the Issuing
Bank, the Swingline Lender, the Administrative Agent or Bryan Cave LLP, counsel
for the Administrative Agent, may reasonably request.

            (d) The Lenders shall have received a duly completed certificate,
dated the Closing Date and executed by a Financial Officer of the Borrower,
confirming compliance with the conditions precedent set forth in paragraphs (b)
and (c) of Section 4.1, and demonstrating compliance by the Borrower with the
provisions of Sections 6.9, 6.10 and 6.12.

            (e) Each of the Administrative Agent, the Lenders, the Issuing Bank,
the Syndication Agent, the Documentation Agents, the Swingline Lender and their
respective Affiliates shall have received all Fees and other amounts due and
payable to it under the Loan Documents on or prior to the Closing Date,
including reimbursement or payment of all reasonable out-of-pocket expenses
required to be reimbursed or paid by the Borrower hereunder.

            (f) The Borrower shall have delivered duly executed and completed
copies to each of the Lenders of each of the following documents and agreements,
in form and substance satisfactory to each Lender: this Agreement executed by
the Borrower and the Guarantee Agreement executed by each domestic organized
Subsidiary of the Borrower that exists on the Closing Date. The Borrower shall
have delivered a promissory note to each Lender (including a promissory note to
the Swingline Lender), in form and substance satisfactory to such Lender, and
any other Loan Document reasonably required by the Issuing Bank, the
Administrative Agent or any Lender in connection with this Agreement or any
other Loan Document.

            (g) All governmental and third party approvals necessary or
advisable in connection with the Transactions, and the continuing operations of
the Borrower and the Restricted Subsidiaries shall have been obtained and be in
full force and effect, and all applicable waiting periods shall have expired
without any action being taken or threatened by any Governmental Authority which
would restrain, prevent or otherwise impose adverse conditions on the
Transactions, and the Administrative Agent shall have reasonably satisfactory
evidence of the foregoing.

            (h) There shall not have occurred any material change in the
capitalization (whether in debt or in equity), corporate structure or assets of
the Borrower or any of its Subsidiaries, and the Administrative Agent shall have
reasonably satisfactory evidence thereof.


                                      -51-
<PAGE>   57
            (i) No action, suit, litigation or similar proceeding by or before
any Governmental Authority shall exist or, in the case of litigation by a
Governmental Authority, be threatened, with respect to the Transactions
contemplated thereby or otherwise, which would reasonably be likely to have a
Material Adverse Effect, and the Administrative Agent shall have reasonably
satisfactory evidence thereof.

            (j) The Borrower shall have fully repaid all indebtedness and other
obligations owed by it under each of the Existing Credit Documents, and all
commitments and other agreements thereunder or with respect thereto shall have
been canceled or terminated, and the Administrative Agent shall have reasonably
satisfactory evidence thereof or arrangements satisfactory to the Administrative
Agent shall have been made by the Borrower to accomplish the foregoing
concurrently with the initial Credit Event.


                                   ARTICLE V.

                              Affirmative Covenants

            The Borrower covenants and agrees with each Lender and the Issuing
Bank that, so long as this Agreement shall remain in effect and until the
Revolving Loan Commitment has been terminated and the Obligations have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, the Borrower will, and
will cause each of the Restricted Subsidiaries to:

      SECTION 5.1. Existence; Businesses and Properties.

            (a) Do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence, except as otherwise
expressly permitted under Section 6.5.

            (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; comply in all material respects with
all applicable Laws, rules, regulations and decrees and orders of any
Governmental Authority, whether now in effect or hereafter enacted; and at all
times maintain and preserve all property material to the conduct of such
business and keep such property in good repair, working order and condition and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times.

      SECTION 5.2. Insurance. Keep its insurable properties insured in
accordance with industry standards at all times by financially sound and
reputable insurers; maintain such other insurance, to such extent and against
such risks, including fire and other risks insured against by extended coverage,
as is customary with companies in the same or similar businesses operating in
the same or similar locations, including public liability insurance against
claims for

                                      -52-
<PAGE>   58
personal injury or death or property damage occurring upon, in, about or in
connection with the use of any properties owned, occupied or controlled by it;
and maintain such other insurance as may be required by Law.

      SECTION 5.3. Obligations and Taxes. Pay and discharge promptly when due
all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its property before the same shall
become delinquent or in default, as well as all lawful claims for labor,
materials and supplies or otherwise that, if unpaid, might give rise to a Lien
upon such properties or any part thereof; provided, however, that such payment
and discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings and the Borrower shall have
set aside on its books adequate reserves with respect thereto in accordance with
GAAP and such contest operates to suspend collection of the contested
obligation, tax, assessment or charge and enforcement of a Lien.

      SECTION 5.4. Financial Statements, Reports, etc. In the case of the
Borrower, furnish to the Administrative Agent and each Lender: (a) within 105
days after the end of each fiscal year, its consolidated and, in the event any
Subsidiary has been designated as an Unrestricted Subsidiary hereunder,
consolidating balance sheet and related consolidated and, in the event any
Subsidiary has been designated as an Unrestricted Subsidiary hereunder,
consolidating statements of operations, stockholders' equity and cash flows,
showing the financial position of the Borrower and the Restricted Subsidiaries
as of the close of such fiscal year and the results of their operations during
such year, and a comparison of such financial position and results of operations
as of the corresponding date and for the previous fiscal year, all audited (in
the case of the consolidated financial statements) by Deloitte & Touche LLP or
other independent public accountants of recognized national standing acceptable
to the Required Lenders and accompanied by an opinion of such accountants (which
shall not be qualified in any material respect) to the effect that such
consolidated financial statements fairly present the financial position and
results of operations of the Borrower and the Restricted Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied; (b) within 60
days after the end of each of the first three fiscal quarters of each fiscal
year, its consolidated balance sheet and related consolidated statements of
operations, stockholders' equity and cash flows showing the financial position
of the Borrower and the Restricted Subsidiaries as of the close of such fiscal
quarter and the results of their operations during such fiscal quarter and the
then elapsed portion of the fiscal year, and a comparison of such financial
position and results of operations as of the corresponding date and for the
corresponding periods in the previous fiscal year, all certified by one of its
Financial Officers as fairly presenting the financial position and results of
operations of the Borrower and the Restricted Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustment; (c) (i) concurrently with any delivery of financial statements
under clause (a) above, a certificate of the accounting firm opining on or
certifying such statements (which certificate may be limited to accounting
matters and disclaim responsibility for legal interpretations) certifying that
no Event of Default has occurred and is continuing in respect of Sections 6.1,
6.2(h), 6.3, 6.4, 6.5, 6.6, 6.9, 6.10 and 6.12; and (ii) concurrently with any
delivery of financial statements under clause (a) or (b) above, a certificate of
a Financial Officer of the Borrower certifying that no Event of Default or
Default

                                      -53-
<PAGE>   59
has occurred and is continuing or, if such an Event of Default or Default has
occurred and is continuing, specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with respect thereto and setting
forth computations demonstrating compliance with the covenants contained in
Sections 6.9, 6.10 and 6.12; (d) promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements,
registration statements (other than on Form S-8) and other similar materials
filed by the Borrower or any Restricted Subsidiary with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, or
distributed generally to its equityholders, as the case may be; and (e)
promptly, from time to time, such other information regarding the operations,
business affairs and financial condition of the Borrower or any Subsidiary of
the Borrower, or compliance with the terms of this Agreement and the other Loan
Documents, as the Administrative Agent, the Issuing Bank or any Lender may
reasonably request.

      SECTION 5.5. Litigation and Other Notices. Furnish to the Administrative
Agent, the Issuing Bank and each Lender prompt written notice of the following:

            (a) any Event of Default or Default, specifying the nature and
extent thereof and the corrective action (if any) taken or proposed to be taken
with respect thereto;

            (b) (i) the filing or commencement of, or any written threat or
notice of intention of any Person to file or commence, any action, suit or
proceeding, whether at Law or in equity or by or before any Governmental
Authority, or (ii) the making of any written claim, in either case against the
Borrower or any Affiliate thereof as to which there is a reasonable possibility
of an adverse determination and which, if adversely determined, could reasonably
be expected to result in a Material Adverse Effect; and

            (c) any development (including developments in pending litigation
and developments in pending or threatened labor disruption) that has resulted
in, or could reasonably be expected to result in, a Material Adverse Effect.

      SECTION 5.6. Employee Benefits. Comply in all material respects with the
applicable provisions of ERISA and the Code and furnish to the Administrative
Agent as soon as possible after, and in any event within 10 days after any
Responsible Officer of the Borrower or any ERISA Affiliate knows or has reason
to know that, any ERISA Event has occurred that, alone or together with any
other ERISA Event, could reasonably be expected to result in liability of the
Borrower or any Subsidiary of the Borrower, or any combination thereof, in an
aggregate amount exceeding $5,000,000, a statement of a Financial Officer of the
Borrower setting forth details as to such ERISA Event and the action, if any,
that the Borrower proposes to take with respect thereto.

      SECTION 5.7. Maintaining Records; Access to Properties and Inspections.
Keep proper books of record and account in which full, true and correct entries
in conformity with GAAP and all requirements of Law are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent, the Issuing Bank or any Lender, upon

                                      -54-
<PAGE>   60
reasonable prior written notice, to visit and inspect the financial records and
the properties of the Borrower or any Subsidiary of the Borrower at reasonable
times and as often as reasonably requested and to make extracts from and copies
of such financial records, and permit any representatives designated by the
Administrative Agent, the Issuing Bank or any Lender to discuss the affairs,
finances and condition of the Borrower or any Subsidiary of the Borrower with
the officers thereof and (with the concurrence of the Administrative Agent)
independent accountants therefor (provided that the Borrower has the right to
have a representative present for any meeting with the Borrower's independent
accountants).

      SECTION 5.8. Use of Proceeds. Use the proceeds of the Loans and request
the issuance of Letters of Credit only (a) for the refinancing of existing
indebtedness and other obligations under the Existing Credit Documents, (b) to
fund strategic acquisitions and mergers (and other similar corporate
transactions which have the same effect as a merger or acquisition), in each
case that is permitted by this Agreement and the other Loan Documents, (c) for
working capital and (d) for other general corporate purposes.

      SECTION 5.9. Compliance with Environmental Laws.

            (a) Comply, and exercise best efforts to cause all lessees and other
Persons occupying its Properties to comply, in all material respects with all
Environmental Laws and Environmental Permits applicable to its operations and
Properties; and obtain and renew all material Environmental Permits necessary
for its operations and Properties; and conduct any Remedial Action to the extent
required by and in accordance with Environmental Laws; provided, however, that
none of the Borrower or any of its Subsidiaries shall be required to undertake
any Remedial Action to the extent that its obligation to do so is being
contested in good faith and by proper proceedings and appropriate reserves are
being maintained with respect to such circumstances.

            (b) If a Default caused by reason of a breach of paragraph (a) above
or Section 3.20 shall have occurred and be continuing, at the request of the
Required Lenders through the Administrative Agent, provide to the Lenders within
45 days after such request, at the expense of the Borrower, a "Phase 1"
environmental site assessment report for the Properties which are the subject of
such default prepared by an environmental consulting firm acceptable to the
Administrative Agent and indicating the presence or absence of Hazardous
Materials and the estimated cost of any compliance or Remedial Action in
connection with such Properties.

      SECTION 5.10. Compliance with Material Contracts. Except as set forth in
Section 6.7, maintain in full force and effect (including exercising any
available renewal option), and without amendment or modification, each material
contract, unless the failure so to maintain any such material contract or
replacement contract or contracts thereof (or any amendment or modification
thereto) could not, individually or in the aggregate, be reasonably expected to
have a Material Adverse Effect.

      SECTION 5.11. Ownership of Restricted Subsidiaries; Additional Restricted
Subsidiaries.



                                      -55-
<PAGE>   61
            (a) Notwithstanding anything in any Loan Document to the contrary,
at all times own, directly or indirectly, through one or more Restricted
Subsidiaries, securities or other ownership interests representing 100% of the
ordinary voting power or of the general partnership interests of each Restricted
Subsidiary.

            (b) If any domestic organized Subsidiary of the Borrower is formed
or acquired after the Closing Date, notify the Administrative Agent and the
Lenders in writing thereof within ten Business Days after the date on which such
Subsidiary is formed or acquired and cause such Subsidiary to execute and
deliver the Guarantee Agreement (or otherwise become a party thereto in the
manner provided therein) within ten Business Days after the date on which such
Subsidiary is formed or acquired.

                                   ARTICLE VI.

                               Negative Covenants

            The Borrower covenants and agrees with each Lender and the Issuing
Bank that, so long as this Agreement shall remain in effect and until the
Revolving Loan Commitment has been terminated and the Obligations have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full:

      SECTION 6.1. Indebtedness of the Borrower and the Restricted Subsidiaries.
The Borrower will not, and will not cause or permit any of the Restricted
Subsidiaries to, issue any Preferred Stock, or to issue, incur, create, assume
or permit to exist any Indebtedness, except:

            (a) so long as there exists no Default or Event of Default
immediately prior to and after giving effect to the incurrence of any such
Indebtedness or the issuance of any such Preferred Stock, the Borrower may
incur, create, assume or permit to exist unsecured Indebtedness or issue
Preferred Stock;

            (b) Indebtedness of the Borrower or any Restricted Subsidiary for
borrowed money, and Preferred Stock issued by the Borrower or any Restricted
Subsidiary, in each case existing on the date hereof and set forth in Schedule
6.1, but not any extensions, renewals or replacements of such Indebtedness, and
Indebtedness under the Existing Credit Documents (provided that such
Indebtedness is fully repaid on or before the Closing Date);

            (c) Indebtedness of any Restricted Subsidiary owed to the Borrower
or to a Wholly-Owned Subsidiary of the Borrower that is also a Restricted
Subsidiary, provided that such Indebtedness does not otherwise violate any
provision of this Agreement or any other Loan Document; and

            (d) so long as there exists no Default or Event of Default
immediately prior to and after giving effect to its incurrence, Indebtedness
(whether secured or unsecured) of any Restricted Subsidiary up to an aggregate
maximum amount outstanding at any one time for all such Indebtedness of
$15,000,000.


                                      -56-
<PAGE>   62
      SECTION 6.2. Liens. The Borrower will not, and will not cause or permit
any of the Restricted Subsidiaries to, create, incur, assume or permit to exist
any Lien on any of its property or assets (including stock or other securities
of any Person, including any Restricted Subsidiary) now owned or hereafter
acquired by it or them or on any income or revenues or rights in respect of any
thereof, except:

            (a) Liens on property or assets of the Borrower and the Restricted
Subsidiaries existing on the date hereof and set forth in Schedule 6.2; provided
that such Liens shall secure only those obligations which they secure on the
date hereof;

            (b) any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Restricted Subsidiary; provided that
(i) such Lien is not created in contemplation of or in connection with such
acquisition and (ii) such Lien does not apply to any other property or assets of
the Borrower or any Restricted Subsidiary;

            (c) Liens for taxes not yet due or which are being contested in
compliance with Section 5.3;

            (d) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business and
securing obligations that are not due and payable or which are being contested
in compliance with Section 5.3, which, in the aggregate, are not substantial in
amount and do not materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of the
Borrower or any of the Restricted Subsidiaries;

            (e) pledges and deposits made in the ordinary course of business in
compliance with workmen's compensation, unemployment insurance and other social
security Laws or regulations;

            (f) deposits to secure the performance of bids, trade contracts
(other than for Indebtedness), leases (other than Capital Lease Obligations),
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;

            (g) zoning restrictions, easements, rights-of-way, restrictions on
use of real property and other similar encumbrances incurred in the ordinary
course of business which, in the aggregate, are not substantial in amount and do
not materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Borrower
or any of the Restricted Subsidiaries;

            (h) Liens on assets of the Restricted Subsidiaries securing
Indebtedness of the Restricted Subsidiaries that is permitted to be incurred by
Section 6.1(d)

            (i) Liens on the Capital Stock of any Unrestricted Subsidiary,
provided that the Indebtedness or other obligations or liabilities secured
thereby shall be without recourse to

                                      -57-
<PAGE>   63
the Borrower or any Restricted Subsidiary, or any of its assets or property
(other than such Capital Stock), except as would otherwise be permitted under
this Section.

      SECTION 6.3. Sale and Lease Back Transactions; Off-Balance Sheet
Financings. The Borrower will not, and will not cause or permit any of the
Restricted Subsidiaries to:

            (a) Enter into any arrangement, directly or indirectly, with any
person whereby it shall sell or transfer any property, real or personal, used or
useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property which it intends to use for
substantially the same purpose or purposes as the property being sold or
transferred; provided, however, that the Borrower or any Restricted Subsidiary
may enter into (i) any operating lease, (ii) Equipment Lease Transactions
permitted by paragraph (b) of this Section and (iii) Capital Lease Obligations
secured by purchase money security interests permitted by Section 6.2(h) to
finance the initial acquisition of real property, equipment or other assets.

            (b) Directly or indirectly enter into or be or become liable with
respect to any Equipment Lease Transactions, other than Equipment Lease
Transactions, provided that the aggregate amount of Attributable Debt at any
time with respect to all Equipment Lease Transactions of the Borrower and all of
the Restricted Subsidiaries does not exceed 20% of Consolidated Tangible Net
Worth as of the last day of the most recently ended fiscal quarter.

      SECTION 6.4. Investments, Acquisitions, Loans and Advances. The Borrower
will not, and will not cause or permit any of the Restricted Subsidiaries to,
purchase, hold or acquire any Capital Stock, evidences of indebtedness or other
securities of, make or permit to exist any loans or advances to, or make or
permit to exist any investment or any other interest in, or make any acquisition
of assets of any other Person as a going concern (each an "Investment"), except:

            (a) Investments existing on the date hereof and set forth in
Schedule 6.4;

            (b) Permitted Investments;

            (c) Investments consisting of loans or advances to (i) any
Wholly-Owned Subsidiary that is a Restricted Subsidiary, provided that such
loans or advances are not subordinated to any other Indebtedness or other
obligations of such Restricted Subsidiary and rank pari passu with all senior,
unsecured Indebtedness of such Restricted Subsidiary, or (ii) employees of the
Borrower or the Wholly-Owned Subsidiaries that are Restricted Subsidiaries,
provided that such loans or advances are made in the ordinary course of business
and in accordance with company policy, and provided further that the proceeds of
such loan or advance are used to finance employee related expenses (including
relocation expenses and travel and entertainment expenses);

            (d) additional equity Investments in any Wholly-Owned Subsidiary of
the Borrower that is also a Restricted Subsidiary, provided that, immediately
after giving effect thereto, the ratio of such Restricted Subsidiary's
consolidated liabilities (less borrowings by such

                                      -58-
<PAGE>   64
Restricted Subsidiary allowed and outstanding under this Agreement, deferred
compensation, deferred income and allocation of income to minority interests in
earnings of consolidated subsidiaries) to such Restricted Subsidiary's
consolidated assets (determined in accordance with GAAP) shall be less than 1.00
to 4.00;

            (e) Investments consisting of non-cash consideration received in
connection with a sale or disposition of assets permitted under Section 6.5;

            (f) Investments consisting of loans and advances to Jerome Kern in
an aggregate principal amount not in excess of $45,000,000, provided that all of
the proceeds of each such loan or advance are immediately contributed or
otherwise paid to the Borrower in exchange for shares of its common stock; and

            (g) so long as there exists no Default or Event of Default
immediately before and after giving effect thereto, Investments (other than
Investments described in clauses (a) through (f) above) to the extent that,
immediately after giving effect thereto, the aggregate amount of all such
Investments made over the term of this Agreement does not exceed $40,000,000.

      SECTION 6.5. Mergers, Consolidations and Sales of Assets. The Borrower
will not, and will not cause or permit any of the Restricted Subsidiaries to:

            (a) merge into or consolidate with any Person, or permit any other
Person to merge into or consolidate with it, provided that, if there exists no
Default or Event of Default at the time thereof or immediately after giving
effect thereto, (i) any Wholly-Owned Subsidiary that is also a Restricted
Subsidiary may merge into or consolidate with the Borrower in a transaction in
which the Borrower is the surviving corporation, (ii) any Wholly-Owned
Subsidiary that is also a Restricted Subsidiary may merge into or consolidate
with any other Wholly-Owned Subsidiary that is also a Restricted Subsidiary in a
transaction in which (A) the surviving entity is a Wholly-Owned Subsidiary that
is also a Restricted Subsidiary and (B) no Person other than the Borrower or a
Wholly-Owned Subsidiary that is also a Restricted Subsidiary receives any
consideration; or

            (b) sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or any substantial part of its
assets (whether now owned or hereafter acquired) or any amount of Capital Stock
of any Subsidiary of the Borrower, except that (i) the Borrower or any
Restricted Subsidiary may sell or dispose of inventory, obsolete equipment and
Permitted Investments in the ordinary course of business, (ii) if immediately
before and after giving effect thereto no Event of Default or Default shall have
occurred and be continuing, the Borrower or any Restricted Subsidiary may sell
or dispose of assets (not including Capital Stock in any Subsidiary of the
Borrower owned by the Borrower or any Restricted Subsidiary) for fair market
value outside the ordinary course of business (each an "Asset Disposition"), so
long as the cumulative aggregate non-cash consideration for all Asset
Dispositions made in reliance on this clause (ii) after the date hereof shall
not exceed $10,000,000 in fair market value, and provided that the aggregate Net
Cash Proceeds of all Asset Dispositions made hereunder are, to the extent they
exceed 15% of Consolidated Tangible Assets as of the relevant dates of
determination,

                                      -59-
<PAGE>   65
applied in accordance with the terms of Section 2.12(c) to repay the Loans and
reduce the Revolving Loan Commitment, (iii) in addition to clauses (i) and (ii)
above, if at the time thereof and immediately after giving effect thereto no
Event of Default or Default shall have occurred and be continuing, the Borrower
or any Restricted Subsidiary may sell or dispose of the Capital Stock of any
Unrestricted Subsidiary for fair market value, provided that (A) such sale or
disposition shall be on a non-recourse basis (except that the Borrower or such
Restricted Subsidiary may make commercially reasonable representations and
warranties with respect to such equity interest that are normal and customary
and except to the extent of any Guarantee permitted hereunder made by the
Borrower or any Restricted Subsidiary in connection with such transaction) and
(B) notwithstanding anything in any Loan Document to the contrary, such sale or
disposition shall, for all purposes hereof, constitute an Asset Disposition, and
(iv) in addition to clauses (i), (ii) and (iii) above, if at the time thereof
and immediately after giving effect thereto no Event of Default or Default shall
have occurred and be continuing, the Borrower may transfer control, through a
sale, corporate transaction or other disposition, of the hotel contracts and
related assets for its hotel customers outside of the United States.

      SECTION 6.6. Dividends and Distributions; Restrictions on Ability of
Subsidiaries to Pay Dividends. The Borrower will not, and will not cause or
permit any of the Restricted Subsidiaries to, declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
with respect to any shares or other units of its Capital Stock or directly or
indirectly redeem, purchase, retire or otherwise acquire for value (or permit
any Restricted Subsidiary to purchase or acquire) any shares or other units of
any class of its Capital Stock or set aside any amount for any such purpose
(each a "Restricted Payment"); provided, however, that (a) any Restricted
Subsidiary may declare and pay any Restricted Payment to another Wholly-Owned
Subsidiary that is also a Restricted Subsidiary or to the Borrower, (b) so long
as there exists no Default or Event of Default both before and after giving
effect to such Restricted Payment, the Borrower may make redemptions or
repurchases of its Capital Stock in connection with employee stock options or
incentives upon termination of such employment, for an aggregate amount of
consideration paid from and after the date hereof of up to $10,000,000, in
connection with any employee stock option or incentive plans, (c) until the
later of (i) January 1, 2003 and (ii) such time as the Leverage Ratio is less
than 2.50 to 1.00 for three consecutive months and after giving effect to any
proposed Restricted Payment, and so long as in each case there exists no Default
or Event of Default both before and after giving effect to such Restricted
Payment, the Borrower may make Restricted Payments which, in the aggregate for
all such Restricted Payments over the term of this Agreement, do not exceed the
sum of (A) $10,000,000 plus (B) Free Cash Flow over the term of this Agreement,
and (d) after the later of (i) January 1, 2003, and (ii) such time as the
Leverage Ratio is less than 2.50 to 1.00 for three consecutive months and after
giving effect to any proposed Restricted Payment, and so long as in each case
there exists no Default or Event of Default both before and after giving effect
to such Restricted Payment, the Borrower may make Restricted Payments.

      SECTION 6.7. Transactions with Affiliates. Except in accordance with the
terms of Section 6.6, the Borrower will not, and will not cause or permit any of
the Restricted Subsidiaries to, sell or transfer any property or assets to, or
purchase or acquire any property or

                                      -60-
<PAGE>   66
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except that the Borrower or any Restricted Subsidiary may engage in
any of the foregoing transactions in the ordinary course of business at prices
and on terms and conditions not less favorable to the Borrower or such
Restricted Subsidiary than could be obtained on an arm's length basis from
unrelated third parties.

      SECTION 6.8. Limitation on Restrictive Agreements. The Borrower will not,
and will not cause or permit any of the Restricted Subsidiaries to, enter into
any indenture, agreement, instrument, financing document or other arrangement
which, directly or indirectly, prohibits or restrains, or has the effect of
prohibiting or restraining, or imposes materially adverse conditions upon: (a)
the granting of Liens, (b) the making or granting of Guarantees, (c) the payment
of dividends or distributions, (d) the purchase, redemption or retirement of any
Capital Stock, (e) the making of any other Restricted Payments, (f) the making
of loans or advances, (g) transfers or sales of property or assets (including
Capital Stock) by the Borrower or any of the Restricted Subsidiaries, other than
restrictions on the granting of Liens on, or the transfer of, assets that are
encumbered by Liens permitted under clauses (b) and (h) of Section 6.2 with
respect to the property or assets covered by such Lien only, provided that (i)
the foregoing shall not apply to restrictions and conditions existing on the
date hereof and set forth in Schedule 6.8 (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (ii) the foregoing shall not apply to restrictions or
conditions imposed on the Borrower by any agreement relating to Indebtedness
permitted by this Agreement, (iii) clause (a) of this Section shall not apply to
restrictions or conditions imposed on any Restricted Subsidiary by any agreement
relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness, and (iv) clause (a) of this Section shall not apply to customary
provisions in leases.

      SECTION 6.9. Leverage Ratio. The Borrower will not permit the Leverage
Ratio as of the last day of any fiscal quarter ending during any period set
forth below to be more than the ratio set forth below for such period:

<TABLE>
<CAPTION>

                   Quarter Ending                                                      Ratio
                   --------------                                                      -----
<S>                                                                             <C>
Closing Date through December 31, 2001                                           3.50 to 1.00
January 1, 2002 through December 31, 2002                                        3.25 to 1.00
Thereafter                                                                       3.00 to 1.00.
</TABLE>


Notwithstanding anything to the contrary in any Loan Document, in the event that
the Borrower shall complete, directly or through a Restricted Subsidiary, a
permitted acquisition or disposition hereunder, or any Subsidiary is designated
as an Unrestricted Subsidiary hereunder, the Leverage Ratio shall be determined
thereafter, to the extent necessary, by computing such ratio on a pro forma
basis as if, in the case of such acquisition or disposition, such acquisition or
disposition, as the case may be, had been completed on the first day of the
period of four consecutive fiscal quarters ending on the relevant dates
indicated above occurring after the date of such acquisition or disposition, as
the case may be, and as if, in the case of such designation, the relevant


                                      -61-
<PAGE>   67
Subsidiary had been disposed of on the first day of the period of four
consecutive fiscal quarters ending on the relevant dates indicated above
occurring after the date of such designation.

      SECTION 6.10. Coverage Ratio. The Borrower will not permit the Coverage
Ratio as of the last day of any fiscal quarter to be less than 3.00 to 1.00.

      SECTION 6.11. Amendments to Organizational Documents. The Borrower will
not, and will not cause or permit any of the Restricted Subsidiaries to, enter
into any amendment of any term or provision, or accept any consent or waiver
with respect to any such provision, of its articles of incorporation, by-laws,
or other organizational documents, as applicable, in any manner that is material
and adverse to the Issuing Bank or the Lenders.

      SECTION 6.12. Capital Expenditures. The Borrower will not permit Capital
Expenditures made or obligated to be made by the Borrower and the Restricted
Subsidiaries to exceed (i) $124,000,000, in respect of the fiscal year 2000,
(ii) $158,000,000, in respect of the fiscal year 2001, and (iii) $163,000,000,
in respect of the fiscal year 2002.


                                  ARTICLE VII.

                                Events of Default

             In case of the happening of any of the following events
("Events of Default"):

            (a) any representation or warranty made or deemed made by the
Borrower or any of its Subsidiaries in, or in connection with, this Agreement or
in any other Loan Document, or the borrowings or issuances of Letters of Credit
hereunder, or any representation, warranty, statement or written information
contained in any report, certificate, financial statement or other instrument
prepared by the Borrower or any Subsidiary of the Borrower and furnished by the
Borrower or any Subsidiary of the Borrower in connection with or pursuant to
this Agreement or any other Loan Document, or in connection with any of the
transactions contemplated to occur as of the Closing Date, shall prove to have
been false or misleading in any material respect when so made, deemed made or
furnished;

            (b) default shall be made in the payment of any principal of any
Loan or any reimbursement obligation in respect of any L/C Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at
a date fixed for prepayment thereof or by acceleration thereof or otherwise;

            (c) default shall be made in the payment of any interest on any Loan
or on any reimbursement obligation in respect of any L/C Disbursement, or any
Fee or any other amount (other than an amount referred to in paragraph (b)
above) due under this Agreement or any other Loan Document, when and as the same
shall become due and payable, and such default shall continue unremedied for a
period of five Business Days;


                                      -62-
<PAGE>   68
            (d) default shall be made in the due observance or performance by
the Borrower or any Subsidiary of the Borrower of any covenant, condition or
agreement contained in Sections 5.1(a), 5.5, 5.8 or 5.11 or in Article VI;

            (e) default shall be made in the due observance or performance by
the Borrower or any Subsidiary of the Borrower of any covenant, condition or
agreement contained in this Agreement (other than those specified in paragraph
(b), (c) or (d) above) or in any other Loan Document and such default shall
continue unremedied for a period of 15 days after notice thereof from the
Administrative Agent or any Lender to the Borrower;

            (f) (i) the Borrower or any Restricted Subsidiary shall fail to pay
or repurchase any principal or interest, regardless of amount, due in respect of
any Indebtedness thereof in an aggregate principal amount in excess of
$10,000,000, when and as the same shall become due and payable, or (ii) there
shall occur any default with respect to any other term, covenant, condition or
agreement contained in any agreement or instrument evidencing or governing any
such Indebtedness, which default is not cured or waived within any applicable
cure or grace period, if the effect of any such default referred to in this
clause (ii) is to cause, or to permit the holder or holders of such Indebtedness
or a trustee on its or their behalf (with or without the giving of notice, the
lapse of time or both) to cause, such Indebtedness to become due, or otherwise
obligate the Borrower or such Restricted Subsidiary to repurchase such
Indebtedness, in each case prior to its stated maturity;

            (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of the Borrower or any Restricted Subsidiary, or of a substantial
part of the property or assets of the Borrower or any Restricted Subsidiary,
under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other Federal, state or foreign bankruptcy, insolvency,
receivership or similar Law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or any
Restricted Subsidiary or for a substantial part of the property or assets of the
Borrower or any Restricted Subsidiary or (iii) the winding-up or liquidation of
any Restricted Subsidiary; and such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall be entered;

            (h) the Borrower or any Restricted Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar Law,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
paragraph (g) above, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any Restricted Subsidiary, or for a substantial part of the
property or assets of the Borrower or any Restricted Subsidiary, (iv) file an
answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors,
(vi) become unable, admit in writing its inability or fail generally to pay its
debts as they become due or (vii) take any action for the purpose of effecting
any of the foregoing;


                                      -63-
<PAGE>   69
            (i) one or more judgments for the payment of money in an aggregate
amount in excess of $10,000,000 shall be rendered against the Borrower, any
Restricted Subsidiary, or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to levy upon assets or properties of the Borrower or any Restricted
Subsidiary to enforce any such judgment;

            (j) an ERISA Event shall have occurred that, when taken together
with all other such ERISA Events, could reasonably be expected to result in
liability of the Borrower, any Restricted Subsidiary, or any combination
thereof, in an aggregate amount exceeding $10,000,000; or

            (k) any of the following shall occur: (i) this Agreement, the
Guarantee Agreement or any promissory note executed or delivered in connection
with this Agreement (collectively, the "material agreements"), or any material
provision of any thereof, shall, for any reason, not be valid and binding on any
Obligor signatory thereto, or not be in full force and effect, or shall be
declared to be null and void; or (ii) the validity or enforceability of any
material agreement shall be contested by the Borrower, any Subsidiary of the
Borrower, any other Obligor or any of their Affiliates; or (iii) any Obligor
shall deny in writing that it has any or further liability or obligation under
its respective material agreements; or (iv) any default or breach under any
provision of any material agreement shall continue after the applicable grace
period, if any, specified in such material agreement;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take any one or more of
the following actions, at the same or different times: (i) terminate forthwith
the Revolving Loan Commitment, (ii) declare the Loans then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of each Obligor accrued
hereunder and under the other Loan Documents (including the L/C Exposure and the
Swingline Exposure), shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by each Obligor, anything contained in any Loan Document
to the contrary notwithstanding or (iii) require cash collateral as contemplated
by Section 2.21(j); and in any event with respect to the Borrower described in
paragraph (g) or (h) above, the Revolving Loan Commitment shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest hereon and any unpaid accrued Fees and all other liabilities of each
Obligor accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by each Obligor, anything contained herein to the
contrary notwithstanding. Notwithstanding anything in this Agreement or in any
other Loan Document to the contrary, to the extent any Default or Event of
Default under paragraph (a), (d) or (e) above is due exclusively to the actions,
inactions or misrepresentations with respect to any foreign Subsidiary

                                      -64-
<PAGE>   70
of the Borrower, then such event shall not be a Default or Event of Default
unless such event could also reasonably be expected to cause a Material Adverse
Effect.

                                  ARTICLE VIII.

                            The Administrative Agent

            In order to expedite the transactions contemplated by this Agreement
and the other Loan Documents, The Bank of New York is hereby appointed to act as
Administrative Agent on behalf of the Lenders and the Issuing Bank. Each of the
Lenders, the Issuing Bank and each assignee of any Lender or the Issuing Bank
hereby irrevocably authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are specifically delegated to the
Administrative Agent by the terms and provisions hereof, together with such
actions and powers as are reasonably incidental thereto. The Administrative
Agent is hereby expressly authorized by the Lenders and the Issuing Bank,
without hereby limiting any implied authority, (a) except as otherwise
specifically provided herein, to receive on behalf of the Lenders and the
Issuing Bank all payments of principal of and interest on the Loans, all
payments in respect of L/C Disbursements and all other amounts due to the
Lenders and the Issuing Bank hereunder, and promptly to distribute to each
Lender or the Issuing Bank its proper share of each payment so received; (b) to
give notice on behalf of each of the Lenders and the Issuing Bank to the
Borrower or any other Obligor of any Event of Default specified in this
Agreement and the other Loan Documents of which the Administrative Agent has
actual knowledge acquired in connection with its agency hereunder; and (c) to
distribute to each Lender copies of all notices, financial statements and other
materials delivered by the Borrower or any other Obligor pursuant to this
Agreement and the other Loan Documents as received by the Administrative Agent.

            Neither the Administrative Agent nor any of its directors, officers,
employees or agents shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or willful misconduct, or
be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrower or any other Obligor of any of the terms, conditions, covenants or
agreements contained herein or in any other Loan Document. The Administrative
Agent shall not be responsible to the Lenders or the Issuing Bank for the due
execution, genuineness, validity, enforceability or effectiveness of this
Agreement, the other Loan Documents or any other instruments or agreements. The
Administrative Agent shall in all cases be fully protected in acting, or
refraining from acting, in accordance with written instructions signed by the
Required Lenders and, except as otherwise specifically provided herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders and the Issuing Bank. The Administrative Agent shall, in the absence
of knowledge to the contrary, be entitled to rely on any instrument or document
believed by it in good faith to be genuine and correct and to have been signed
or sent by the proper Person or Persons. Neither the Administrative Agent nor
any of its directors, officers, employees or agents shall have any
responsibility to the Borrower or any

                                      -65-
<PAGE>   71
other Obligor on account of the failure of or delay in performance or breach by
any Lender or the Issuing Bank of any of its obligations hereunder or to any
Lender or the Issuing Bank on account of the failure of or delay in performance
or breach by any other Lender or the Issuing Bank or the Borrower or any other
Obligor of any of their respective obligations hereunder or under the other Loan
Documents or in connection herewith or therewith. The Administrative Agent may
execute any and all duties hereunder by or through agents or employees and shall
be entitled to rely upon the advice of legal counsel selected by it with respect
to all matters arising hereunder and under the other Loan Documents and shall
not be liable for any action taken or suffered in good faith by it in accordance
with the advice of such counsel.

            The Lenders and the Issuing Bank hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders.

            Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent may resign at
any time by notifying the Lenders and the Borrower, and may be removed at any
time with or without cause by the action of all Lenders (other than
Administrative Agent, if it is a Lender). Upon any such resignation, the
Required Lenders shall have the right to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on behalf
of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
which shall be a bank having a combined capital and surplus of at least
$500,000,000 or an Affiliate of any such bank. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor bank, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents. After the Administrative Agent's
resignation or removal hereunder, the provisions of this Article and Section 9.5
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent.

            With respect to the Loans made by it hereunder, the Administrative
Agent in its individual capacity and not as Administrative Agent shall have the
same rights and powers as any other Lender and may exercise the same as though
it were not the Administrative Agent, and the Administrative Agent and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower or any Subsidiary of the Borrower or other
Affiliate thereof as if it were not Administrative Agent.

            Each Lender agrees (a) to reimburse the Administrative Agent, on
demand, in the amount of its pro rata share (based on its Pro Rata Percentage of
the Revolving Loan Commitment hereunder) of any expenses incurred for the
benefit of the Lenders by the Administrative Agent, including reasonable counsel
fees and compensation of agents and employees paid for services rendered on
behalf of the Lenders, that shall not have been reimbursed by the Borrower and
(b) to indemnify and hold harmless the Administrative Agent

                                      -66-
<PAGE>   72
and any of its directors, officers, employees or agents, on demand, in the
amount of such pro rata share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against it in its capacity as the Administrative
Agent or any of them in any way relating to or arising out of this Agreement or
any other Loan Document, or any action taken or omitted by it or any of them
under this Agreement or any other Loan Document, to the extent the same shall
not have been reimbursed by the Borrower; provided that no Lender shall be
liable to the Administrative Agent or any such other indemnified Person for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are determined by a
court of competent jurisdiction by final and non-appealable judgment to have
resulted from the gross negligence or willful misconduct of the Administrative
Agent or such other indemnified Person.

            Each of the Lenders and the Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Issuing
Bank or any Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. Each of the Lenders and the Issuing Bank
also acknowledges that it will, independently and without reliance upon the
Administrative Agent, the Issuing Bank or any Lender and based on such documents
and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement and the other Loan Documents, or any related agreement or any document
furnished hereunder or thereunder.

            Notwithstanding anything in any Loan Document to the contrary,
neither the Documentation Agents nor the Syndication Agent, in each case acting
in such capacity, shall have any duty or obligation under the Loan Documents.

                                   ARTICLE IX.

                                  Miscellaneous


            SECTION 9.1. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

                  (a)      if to the Borrower, to it at:

                           On Command Corporation
                           6331 San Ignacio Avenue
                           San Jose, California 95119
                           Attention: Mr. Paul Milley
                           Telephone No.: (408) 360-4888
                           Telecopy No.: (408) 360-4747;

                           With a copy to:


                                      -67-
<PAGE>   73
                           Sherman & Howard L.L.C.
                           633 Seventeenth Street
                           Denver, Colorado 80202
                           Attention: Steven D. Miller, Esq.
                           Telephone No.: (303) 299-8144
                           Telecopy No.: (303) 298-0940 and;

                  (b)      if to the Administrative Agent or The Bank of New
York, as Issuing Bank, to it at:

                           The Bank of New York
                           One Wall Street
                           New York, New York 10286
                           Attention: Ms. Renee Dudley
                           Telephone No.: (212) 635-4975
                           Telecopy No.: (212) 635-6365; and

                           With a copy to:

                           The Bank of New York
                           One Wall Street
                           New York, New York 10286
                           Attention: Mr. Stephen Nettler
                           Telephone No.: (212) 635-8699
                           Telecopy No.: (212) 635-8593; and

                  (c) if to either Documentation Agent, the Syndication Agent or
a Lender, to the relevant institution at its address (or telecopy number) set
forth on the signature pages hereto or, in the case of such Lender, in the
Assignment and Acceptance pursuant to which such Lender shall have become a
party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement and the other Loan Documents shall be
deemed to have been given on the date of receipt if delivered by hand or
overnight courier service or sent by telecopy or on the date five Business Days
after dispatch by certified or registered mail if mailed, in each case
delivered, sent or mailed (properly addressed) to such party as provided in this
Section 9.1 or in accordance with the latest unrevoked direction from such party
given in accordance with this Section 9.1.

         SECTION 9.2. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower and the other Obligors
herein, in the other Loan Documents and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement and the
other Loan Documents shall be considered to have been relied upon by the Lenders
and the Issuing Bank and shall survive the making by the Lenders of the Loans,
and the issuance of Letters of Credit by the Issuing Bank, regardless of any
investigation made by the Lenders or the Issuing Bank or on their behalf, and
shall continue in


                                     - 68 -
<PAGE>   74
full force and effect as long as the principal of or any accrued interest on any
Loan or any Fee or any other amount payable under this Agreement or any other
Loan Document is outstanding and unpaid or any Letter of Credit is outstanding
and so long as the Revolving Loan Commitment has not been terminated. The
provisions of Sections 2.13, 2.15, 2.19 and 9.5 shall remain operative and in
full force and effect regardless of the expiration of the term of this Agreement
or any other Loan Document, the consummation of the transactions contemplated
hereby or by the other Loan Documents, the repayment of any of the Loans, the
expiration of the Revolving Loan Commitment, the expiration of any Letter of
Credit, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent, any Lender or the Issuing Bank.

         SECTION 9.3. Binding Effect. This Agreement shall become effective when
it shall have been executed by the Borrower and the Administrative Agent and
when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns.

         SECTION 9.4. Successors and Assigns.

                  (a) Whenever in this Agreement or any other Loan Document any
of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party, and all covenants, promises
and agreements by or on behalf of the Borrower, the Administrative Agent, the
Issuing Bank or the Lenders that are contained in this Agreement and the other
Loan Documents shall bind and inure to the benefit of their respective
successors and assigns.

                  (b) Each Lender may assign to one or more assignees all or a
portion of its interests, rights and obligations under this Agreement and the
other Loan Documents (including all or a portion of its Pro Rata Percentage of
the Revolving Loan Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or an
Affiliate of such Lender, (A) the Borrower and the Administrative Agent (and, in
the case of any assignment of a portion of the Revolving Loan Commitment, the
Issuing Bank and the Swingline Lender) must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld; provided,
however, that the Borrower's consent shall not be required during the
continuance of an Event of Default), (B) the amount of the Revolving Loan
Commitment allocated to the assigning Lender that is subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to which such assignment is delivered to the Administrative Agent) shall not be
less than $5,000,000 (or, if less, the entire remaining amount of such Lender's
Pro Rata Percentage of the Revolving Loan Commitment) and will not result in the
unassigned portion, if any, of the assigning Lender's Pro Rata Percentage of the
Revolving Loan Commitment being less than $5,000,000 (provided, however, that
the $5,000,000 amounts referred to in this clause (i) shall be reduced ratably
in accordance with any reductions in the Revolving Loan Commitment), and (C)
each partial assignment shall be made as an assignment of a proportionate part
(as provided in clause (i)(B) above) of all of the assigning Lender's rights and
obligations under the Loan Documents, (ii) the


                                     - 69 -
<PAGE>   75
parties to each such assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500, and (iii) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire. Upon
acceptance and recording pursuant to paragraph (e) of this Section 9.4, from and
after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five Business Days after the execution thereof,
(x) the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement and the other Loan Documents and
(y) the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement and the other Loan Documents (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement and the other Loan
Documents, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.13, 2.15, 2.19 and 9.5, as well as to any
Fees accrued for its account and not yet paid). The Borrower shall, at its
expense, issue to the assignor and assignee new promissory notes, as applicable,
in the respective amounts of each such Lender's Pro Rata Percentage in the
Loans, each in the form of the promissory notes delivered by the Borrower on the
Closing Date.

                  (c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Pro Rata Percentage of the Revolving Loan Commitment, and the outstanding
balances of its Revolving Loans, in each case without giving effect to
assignments thereof which have not become effective, are as set forth in such
Assignment and Acceptance; (ii) except as set forth in clause (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or any other Loan Document, or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or any other Loan Document, or any other instrument or
document furnished pursuant hereto or thereto, or the financial condition of the
Borrower or any Subsidiary of the Borrower or the performance or observance by
the Borrower or any Subsidiary of the Borrower of any of its obligations under
this Agreement or any other Loan Document or any other instrument or document
furnished pursuant hereto or thereto; (iii) such assignee represents and
warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements referred
to in Section 3.5 or delivered pursuant to Section 5.4 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (v) such assignee will
independently and without reliance upon the Administrative Agent, such assigning
Lender, the Issuing Bank or any Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement and the
other Loan Documents; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Loan Documents as are delegated
to the Administrative Agent by the terms hereof and of the other


                                     - 70 -
<PAGE>   76
Loan Documents, together with such powers as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all the obligations which by the terms of this Agreement and the other
Loan Documents are required to be performed by it as a Lender.

                  (d) The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at its offices in New York, New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Pro Rata
Percentage of the Revolving Loan Commitment of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
"Agent Register"). The entries in the Agent Register shall be conclusive and the
Borrower, the other Obligors, the Administrative Agent, the Issuing Bank and the
Lenders may treat each Person whose name is recorded in the Agent Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement and the other Loan Documents, notwithstanding notice to the contrary.
The Agent Register shall be available for inspection by the Borrower, the
Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

                  (e) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, an Administrative
Questionnaire completed in respect of the assignee (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) above and, if required, the written consent of the Borrower,
the Issuing Bank, the Swingline Lender and the Administrative Agent to such
assignment, the Administrative Agent shall (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Agent Register
and (iii) give prompt notice thereof to the Lenders and the Issuing Bank. No
assignment shall be effective unless it has been recorded in the Agent Register
as provided in this paragraph (e).

                  (f) Each Lender may, without the consent of the Borrower, the
Issuing Bank, the Swingline Lender or the Administrative Agent, sell
participations to one or more banks or other entities in all or a portion of its
rights and obligations under this Agreement and the other Loan Documents
(including all or a portion of its Pro Rata Percentage of the Revolving Loan
Commitment and the Loans owing to it); provided, however, that (i) such Lender's
obligations under this Agreement and the other Loan Documents shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the participating banks or
other entities shall be entitled to the benefit of the cost protection
provisions contained in Sections 2.13, 2.15 and 2.19 to the same extent as if
they were Lenders and (iv) the Borrower, the Administrative Agent, the Issuing
Bank and the Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents, and such Lender shall retain the sole right to enforce
the obligations of the Borrower and the other Obligors relating to the Loans,
the L/C Exposure or the Swingline Exposure and to approve any amendment,
modification or waiver of any provision of this Agreement and the other Loan
Documents (other than amendments, modifications or waivers decreasing any fees
payable hereunder or the amount


                                     - 71 -
<PAGE>   77
of principal of or the rate at which interest is payable on the Loans, extending
any scheduled principal payment date or date fixed for the payment of interest
on the Loans or increasing or extending the Revolving Loan Commitment).

                  (g) Any Lender or participant may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 9.4, disclose to the assignee or participant or proposed assignee
or participant any information relating to the Borrower or any Subsidiary of the
Borrower furnished to such Lender by or on behalf of the Borrower or such
Subsidiary; provided that, prior to any such disclosure of information
designated by the Borrower as confidential, each such assignee or participant or
proposed assignee or participant shall execute an agreement whereby such
assignee or participant shall agree (subject to customary exceptions) to
preserve the confidentiality of such confidential information on terms no less
restrictive than those applicable to the Lenders pursuant to Section 9.15.

                  (h) Any Lender may at any time assign all or any portion of
its rights under this Agreement and the other Loan Documents to a Federal
Reserve Bank to secure extensions of credit by such Federal Reserve Bank to such
Lender; provided that no such assignment shall release a Lender from any of its
obligations hereunder or under the other Loan Documents or substitute any such
Federal Reserve Bank for such Lender as a party hereto. In order to facilitate
such an assignment to a Federal Reserve Bank, the Borrower shall, at the request
of the assigning Lender, duly execute and deliver to the assigning Lender a
promissory note or notes evidencing the Loans made to the Borrower by the
assigning Lender hereunder.

                  (i) Neither the Borrower nor any other Obligor shall assign or
delegate any of its rights or duties hereunder or under any other Loan Document
without the prior written consent of the Administrative Agent, the Issuing Bank
and each Lender, and any attempted assignment without such consent shall be null
and void.

         SECTION 9.5. Expenses; Indemnity.

                  (a) The Borrower agrees to pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent, the Swingline Lender and the
Issuing Bank in connection with the syndication of the credit facilities
provided for herein and the preparation and administration of this Agreement and
the other Loan Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or of any other Loan Document (whether or not
the transactions hereby or thereby contemplated shall be consummated) or
incurred by the Administrative Agent, the Issuing Bank or any Lender in
connection with the enforcement or protection of its rights in connection with
this Agreement and the other Loan Documents, or in connection with the Loans
made or Letters of Credit issued hereunder, including the reasonable fees,
charges and disbursements of Bryan Cave LLP, counsel for the Administrative
Agent, and, in connection with any such enforcement or protection, the fees,
charges and disbursements of any other counsel for the Administrative Agent, the
Issuing Bank or any Lender.

                  (b) The Borrower agrees to indemnify the Administrative Agent,
each Lender, the Issuing Bank, each Affiliate of any of the foregoing Persons
and each of their respective


                                     - 72 -
<PAGE>   78
directors, officers, employees and agents (each such Person being called an
"indemnitee") against, and to hold each indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses, including reasonable
counsel fees, charges and disbursements, incurred by or asserted against any
indemnitee arising out of, in any way connected with, or as a result of (i) the
execution or delivery of this Agreement and the other Loan Documents or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto or thereto of their respective obligations hereunder or
thereunder or the consummation of the Transactions and the other transactions
contemplated hereby or thereby, (ii) the use of the proceeds of the Loans or the
issuance of the Letters of Credit, or (iii) any claim, litigation, investigation
or proceeding relating to any of the foregoing, whether or not any indemnitee is
a party thereto; provided that such indemnity shall not, as to any indemnitee,
be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and non-appealable judgment to have resulted from the gross negligence or
willful misconduct of, or breach of contract by, such indemnitee.

                  (c) The provisions of this Section 9.5 shall remain operative
and in full force and effect regardless of the expiration of the term of this
Agreement, the other Loan Documents, the consummation of the transactions
contemplated hereby or thereby, the repayment of any of the Loans, the
expiration of the Revolving Loan Commitment, the expiration of any Letter of
Credit, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent, any Lender or the Issuing Bank. All amounts due
under this Section 9.5 shall be payable on written demand therefor.

         SECTION 9.6. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by Law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Borrower or any other Obligor against any
of and all the obligations of the Borrower or any other Obligor now or hereafter
existing under this Agreement and the other Loan Documents held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement or any other Loan Document and although such obligations may be
unmatured. The rights of each Lender under this Section 9.6 are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.

         SECTION 9.7. Governing Law; Jurisdiction; Consent to Service of Process

                  (a) This Agreement and the other Loan Documents shall be
governed by, and construed in accordance with, the laws of the State of New
York, except that each Letter of Credit shall be governed by, and construed in
accordance with, the laws or rules designated therein.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the non-exclusive jurisdiction of any
New York State court or Federal court


                                     - 73 -
<PAGE>   79
of the United States of America sitting in New York City, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Credit Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that, to the extent permitted by Applicable Law, all
claims in respect of any such action or proceeding may be heard and determined
in such New York State court or, to the extent permitted by Applicable Law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by Law.
Nothing in this Agreement or any other Loan Document shall affect any right that
the Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against the Borrower or any other Obligor, or any of their respective
properties or assets, in the courts of any jurisdiction.

                  (c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (b) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
Applicable Law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.

                  (d) Each of the parties hereto irrevocably consents to service
of process in the manner provided for notices in Section 9.1. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by Law.

         SECTION 9.8. Waivers; Amendment.

                  (a) No failure or delay of the Administrative Agent, any
Lender or the Issuing Bank in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or any other Loan Document, or
consent to any departure by the Borrower or any other Obligor therefrom, shall
in any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or the issuance, amendment, extension or
renewal of a Letter of Credit shall not be construed as a waiver of any Default
or Event of Default, regardless of whether the Administrative Agent, any Lender
or the Issuing Bank may have had notice or knowledge of such Default or Event of
Default at the time. No notice or demand on the Borrower or any other Obligor in
any case shall entitle the Borrower or any other Obligor to any other or further
notice or demand in similar or other circumstances.


                                     - 74 -
<PAGE>   80
                  (b) Neither this Agreement, any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Borrower and the
Required Lenders or by the Borrower and the Administrative Agent with the
consent of the Required Lenders; provided, however, that no such agreement shall
(i) decrease the principal amount of, or extend the maturity of or any scheduled
principal payment date or date for the payment of any interest on any Loan or
date for the payment of any reimbursement obligation in respect of an L/C
Disbursement, or waive or excuse any such payment or any part thereof, or
decrease the rate of interest on any Loan or on any reimbursement obligation in
respect of an L/C Disbursement, without the prior written consent of each Lender
affected thereby, (ii) change or extend the Revolving Loan Commitment of any
Lender, or decrease the Facility Fees of such Lender, without the prior written
consent of such Lender, (iii) amend or modify the provisions of Section 2.16,
the provisions of this Section or the definition of the term "Required Lenders",
without the prior written consent of each Lender, (iv) change any provision
hereof in a manner that would alter the pro rata sharing of payments required by
any Loan Document, without the prior written consent of each Lender affected
thereby, (v) change the several nature of the obligations of the Lenders,
without the prior written consent of each Lender, or (vi) release any Subsidiary
of the Borrower from its Guarantee under the Guarantee Agreement (except as
expressly provided in the Loan Documents), or limit its liability in respect of
such Guarantee, without the written consent of each Lender; provided further
that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent, the Issuing Bank or the Swingline Lender
hereunder without the prior written consent of the Administrative Agent, the
Issuing Bank or the Swingline Lender, as applicable.

         SECTION 9.9. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts that are treated as interest
on such Loan under Applicable Law (collectively, the "charges"), shall exceed
the maximum lawful rate (the "maximum rate") that may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all of the charges payable in respect thereof,
shall be limited to the maximum rate and, to the extent lawful, the interest and
the charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated, and the
interest and the charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the maximum rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

         SECTION 9.10. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


                                     - 75 -
<PAGE>   81
         SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

         SECTION 9.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION 9.13. Counterparts. This Agreement 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, and shall become effective as provided in Section
9.3. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

         SECTION 9.14. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

         SECTION 9.15. Confidentiality. Each of the Administrative Agent, the
Issuing Bank and the Lenders agrees to keep confidential and to use its best
efforts to cause its respective agents and representatives to keep confidential
in accordance with its customary procedures for handling confidential
information the information (as defined below) and all copies thereof, extracts
therefrom and analyses or other materials based thereon, except that the
Administrative Agent, the Issuing Bank or any Lender shall be permitted to
disclose information (a) to such of its respective officers, directors,
employees, agents, affiliates and representatives as need to know such
information, (b) to the extent requested by any regulatory authority, (c) to the
extent otherwise required by applicable laws and regulations or by any subpoena
or similar legal process, (d) in connection with any suit, action or proceeding
relating to the enforcement of its rights hereunder, (e) subject to an agreement
containing provisions substantially the same as


                                     - 76 -
<PAGE>   82
those of this Section, to any assignee of or participant in, or any prospective
assignee of or participant in, any of its rights or obligations under the Loan
Documents, or (f) to the extent such information (i) becomes publicly available
other than as a result of a breach of this Section 9.15 or (ii) becomes
available to the Administrative Agent the Issuing Bank or any Lender on a
non-confidential basis from a source other than the Borrower. For the purposes
of this Section, "information" shall mean all financial statements,
certificates, reports, agreements and information (including all analyses,
compilations and studies prepared by the Administrative Agent, the Issuing Bank
or any Lender based on any of the foregoing) that are received from the Borrower
and related to the Borrower, any shareholder of the Borrower or any employee,
customer or supplier of the Borrower, other than any of the foregoing that were
available to the Administrative Agent, the Issuing Bank or any Lender on a
non-confidential basis prior to its disclosure thereto by the Borrower, and
which are, in the case of information provided after the date hereof, clearly
identified, in good faith, at the time of delivery as confidential. The
provisions of this Section 9.15 shall remain operative and in full force and
effect regardless of the expiration and term of this Agreement.


                                     - 77 -
<PAGE>   83
                           ON COMMAND CREDIT AGREEMENT

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.



BORROWER:                                              ON COMMAND CORPORATION



                                                       By:
                                                       Its:
<PAGE>   84
                           ON COMMAND CREDIT AGREEMENT

ADMINISTRATIVE AGENT AND
ISSUING BANK:                                               THE BANK OF NEW YORK



                                                            By:
                                                            Its:
<PAGE>   85
                           ON COMMAND CREDIT AGREEMENT

LENDER AND SWINGLINE LENDER:                  THE BANK OF NEW YORK COMPANY, INC.

Address:

One Wall Street                               By:
New York, New York 10286                      Its:
Attention: Mr. Stephen Nettler
Telephone: (212) 635-8699
Telecopy: (212) 635-8593
<PAGE>   86
                           ON COMMAND CREDIT AGREEMENT

DOCUMENTATION AGENT AND
LENDER:
                                                  TORONTO DOMINION (TEXAS), INC.
Address:

909 Fannin Street
Suite 1700                                        By:
Houston, Texas 77010                              Its:
Attn: Ms. Ann Slanis
Telephone:  (713) 427-8522
Telecopy:  (713) 951-9921
<PAGE>   87
                           ON COMMAND CREDIT AGREEMENT

DOCUMENTATION AGENT AND
LENDER:                                                      FLEET NATIONAL BANK

Address:

One Federal Street                                           By:
MA DE 10303H                                                 Its:
Boston, Massachusetts 02110
Attn: Ms. Sue Anderson
Telephone:  (617) 346-4356
Telecopy:  (617) 346-4346
<PAGE>   88
                           ON COMMAND CREDIT AGREEMENT

SYNDICATION AGENT AND LENDER:                              BANK OF AMERICA, N.A.

Address:

555 South Flower Street                                    By:
11th Floor                                                 Its:
Los Angeles, California 90071
Mail Code: CA 9-706-11-01
Attn: Ms. Vanessa Meyer
Telephone:  (213) 228-9737
Telecopy:  (213) 228-2641
<PAGE>   89
                           ON COMMAND CREDIT AGREEMENT

LENDER:                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED

Address:

1251 Avenue of the Americas                By:
31st Floor                                 Its:
Credit Administration Department
New York, New York 10020-1104
Attn: Mr. Nelson Rojas
Telephone:  (212) 282-4064
Telecopy:  (212) 282-4480

with a copy to:

IBJ Los Angeles Agency
350 S. Grand Avenue
Suite 1500
Los Angeles, California 90071
Attn: Ms. Joan Farrell
Telephone: (213) 893-6443
Telecopy: (213) 488-9840
<PAGE>   90
                           ON COMMAND CREDIT AGREEMENT

LENDER:                                           U.S. BANK NATIONAL ASSOCIATION

Address:

918 Seventeenth Street                            By:
CNBB0211                                          Its:
Denver, Colorado 80202
Attn: Ms. Melissa Forbes
Telephone:  (303) 585-4202
Telecopy:  (303) 585-4135
<PAGE>   91
                           ON COMMAND CREDIT AGREEMENT

LENDER:                                                      SUMMIT BANK

Address:

502 Carnegie Center                                          By:
Princeton, New Jersey 08543                                  Its:
Attn: Mr. Michael Cerullo
Telephone:  (609) 627-7812
Telecopy:  (609) 799-9262
<PAGE>   92
                           ON COMMAND CREDIT AGREEMENT


LENDER:                                                      BNP PARIBAS

Address:

919 Third Avenue                                             By:
3rd Floor                                                    Its:
New York, New York 10022
Attn: Ms. Nuala Marley
Telephone:  (212) 415-9726
Telecopy:  (212) 415-9606                                    By:
                                                             Its: