<PAGE>   1
                                                                  EXHIBIT 4.2(c)

================================================================================

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                            INTERSTATE HOTELS COMPANY

                          INTERSTATE HOTELS CORPORATION

                          VARIOUS LENDING INSTITUTIONS

                                       and

                         CREDIT LYONNAIS NEW YORK BRANCH

                                       as

                              ADMINISTRATIVE AGENT

                      ------------------------------------

                            Dated as of May 28, 1997

                      ------------------------------------

                                  $780,000,000

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                                  <C>
SECTION 1. Amount and Terms of Credit................................................................  1
     1.01  Commitments...............................................................................  1
     1.02  Minimum Borrowing Amounts, etc............................................................  3
     1.03  Notice of Borrowing.......................................................................  3
     1.04  Disbursement of Funds.....................................................................  3
     1.05  Notes.....................................................................................  4
     1.06  Conversions...............................................................................  6
     1.07  Pro Rata Borrowings.......................................................................  6
     1.08  Interest..................................................................................  7
     1.09  Interest Periods..........................................................................  7
     1.10  Increased Costs, Illegality, etc..........................................................  9
     1.11  Compensation.............................................................................. 11
     1.12  Change of Lending Office.................................................................. 12

SECTION 2. Letters of Credit......................................................................... 12
     2.01  Letters of Credit......................................................................... 12
     2.02  Letter of Credit Requests; Notices of Issuance............................................ 13
     2.03  Agreement to Repay Letter of Credit Drawings.............................................. 13
     2.04  Letter of Credit Participations........................................................... 14
     2.05  Increased Costs........................................................................... 16

SECTION 3. Fees; Commitments......................................................................... 17
     3.01  Fees ..................................................................................... 17
     3.02  Voluntary Reduction of Commitments........................................................ 18
     3.03  Mandatory Adjustments of Commitments, etc................................................. 18

SECTION 4. Payments.................................................................................. 19
     4.01  Voluntary Prepayments..................................................................... 19
     4.02  Mandatory Prepayments..................................................................... 19
     4.03  Method and Place of Payment............................................................... 24
     4.04  Net Payments.............................................................................. 24

SECTION 5. Conditions Precedent...................................................................... 26
     5.01  Conditions Precedent to Restatement Effective Date........................................ 26
     5.02  Conditions Precedent to All Credit Events................................................. 28
</TABLE>

                                       (i)

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<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>                                                                                                  <C>
SECTION 6. Representations, Warranties and Agreements................................................ 29
     6.01  Corporate Status.......................................................................... 29
     6.02  Corporate Power and Authority............................................................. 29
     6.03  No Violation.............................................................................. 29
     6.04  Litigation................................................................................ 30
     6.05  Use of Proceeds; Margin Regulations....................................................... 30
     6.06  Governmental Approvals.................................................................... 30
     6.07  True and Complete Disclosure.............................................................. 30
     6.08  Financial Condition; Financial Statements................................................. 31
     6.09  Security Interests........................................................................ 32
     6.10  All Required Credit Documents............................................................. 32
     6.11  Tax Returns and Payments.................................................................. 32
     6.12  Compliance with ERISA..................................................................... 33
     6.13  Subsidiaries.............................................................................. 34
     6.14  Intellectual Property, etc................................................................ 34
     6.15  Environmental Matters..................................................................... 34
     6.16  Properties................................................................................ 35
     6.17  Labor Relations; Collective Bargaining Agreements......................................... 35
     6.18  Indebtedness.............................................................................. 35
     6.19  Original Credit Agreement................................................................. 35
     6.20  Certain Material Agreements............................................................... 36
     6.21  Third-Party Rights........................................................................ 36

SECTION 7. Affirmative Covenants..................................................................... 36
     7.01  Reporting Requirements.................................................................... 36
     7.02  Books, Records and Inspections............................................................ 39
     7.03  Insurance................................................................................. 39
     7.04  Payment of Taxes.......................................................................... 40
     7.05  Corporate Franchises...................................................................... 40
     7.06  Compliance with Statutes, etc............................................................. 40
     7.07  Good Repair............................................................................... 41
     7.08  Compliance with Environmental Laws........................................................ 41
     7.09  End of Fiscal Years; Fiscal Quarters...................................................... 42
     7.10  Interest Rate Hedging..................................................................... 42
     7.11  Additional Security; Further Assurances................................................... 42
     7.12  Corporate Separateness.................................................................... 44
     7.13  ERISA..................................................................................... 44

SECTION 8. Negative Covenants........................................................................ 45
     8.01  Changes in Business....................................................................... 45
     8.02  Consolidation, Merger or Sale of Assets, etc.............................................. 45
</TABLE>

                                      (ii)

<PAGE>   4

<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>                                                                                                  <C>
     8.03   Liens.................................................................................... 48
     8.04   Indebtedness............................................................................. 50
     8.05   Advances, Investments and Loans.......................................................... 52
     8.06   Capital Expenditures; Leases............................................................. 53
     8.07   Prepayments of Indebtedness, Modifications of Agreements, etc............................ 53
     8.08   Dividends, etc........................................................................... 54
     8.09   Transactions with Affiliates............................................................. 54
     8.10   Leverage Ratios.......................................................................... 55
     8.11   Minimum EBITDA........................................................................... 56
     8.12   Interest Coverage........................................................................ 56
     8.13   Consolidated Net Worth................................................................... 56
     8.14   Debt Service Coverage.................................................................... 57
     8.15   Creation of Subsidiaries................................................................. 57
     8.16   Limitation on Certain Restrictions on Subsidiaries....................................... 57
     8.17   Holdings................................................................................. 58
     8.18   Special Restrictions..................................................................... 58

SECTION 9.  Events of Default........................................................................ 58
     9.01   Payments................................................................................. 59
     9.02   Representations, etc..................................................................... 59
     9.03   Covenants................................................................................ 59
     9.04   Default Under Other Agreements........................................................... 59
     9.05   Bankruptcy, etc.......................................................................... 59
     9.06   ERISA.................................................................................... 60
     9.07   Security Documents....................................................................... 61
     9.08   Judgments................................................................................ 61
     9.09   Environmental Matters.................................................................... 61
     9.10   Guaranty................................................................................. 61

SECTION 10. Definitions.............................................................................. 62

SECTION 11. The Administrative Agent................................................................. 88
     11.01  Appointment.............................................................................. 88
     11.02  Delegation of Duties..................................................................... 89
     11.03  Exculpatory Provisions................................................................... 89
     11.04  Reliance by Administrative Agent......................................................... 90
     11.05  Notice of Default........................................................................ 90
     11.06  Non-Reliance............................................................................. 90
     11.07  Indemnification.......................................................................... 91
     11.08  The Administrative Agent in Individual Capacity.......................................... 91
     11.09  Successor Administrative Agent........................................................... 92
</TABLE>

                                      (iii)

<PAGE>   5

<TABLE>
<CAPTION>
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<S>                                                                                                  <C>
SECTION 12. Miscellaneous............................................................................ 92
     12.01  Payment of Expenses, etc................................................................. 92
     12.02  Right of Setoff.......................................................................... 93
     12.03  Notices.................................................................................. 94
     12.04  Benefit of Agreement..................................................................... 94
     12.05  No Waiver; Remedies Cumulative........................................................... 96
     12.06  Payments Pro Rata........................................................................ 96
     12.07  Calculations; Computations............................................................... 97
     12.08  Governing Law; Submission to Jurisdiction; Venue; Waiver of
                 Jury Trial.......................................................................... 97
     12.09  Counterparts............................................................................. 99
     12.10  Headings Descriptive..................................................................... 99
     12.11  Amendment or Waiver...................................................................... 99
     12.12  Survival................................................................................. 99
     12.13  Domicile of Loans........................................................................100
     12.14  Confidentiality..........................................................................100
     12.15  Bank Register............................................................................100
     12.16  Interest.................................................................................101

SECTION 13. Guaranty.................................................................................102
     13.01  The Guaranty.............................................................................102
     13.02  Bankruptcy...............................................................................103
     13.03  Nature of Liability......................................................................103
     13.04  Independent Obligation...................................................................103
     13.05  Authorization............................................................................104
     13.06  Reliance.................................................................................104
     13.07  Subordination............................................................................104
     13.08  Waiver...................................................................................104
     13.09  Limitation on Enforcement................................................................105
</TABLE>

ANNEX I              --       Commitments
ANNEX II             --       Bank Addresses

EXHIBIT A-1          --       Form of Notice of Borrowing
EXHIBIT A-2          --       Form of Letter of Credit Request
EXHIBIT B-1          --       Form of Term A Note
EXHIBIT B-2          --       Form of Term B Note
EXHIBIT B-3          --       Form of Term C Note
EXHIBIT B-4          --       Form of Revolving Note

                                      (iv)




<PAGE>   6

<TABLE>
<S>                           <C>
EXHIBIT C-1          --       Form of Opinion of Jones, Day, Reavis & Pogue Special
                                Counsel to Holdings and its Subsidiaries
EXHIBIT C-2          --       Form of Opinion of General Counsel to Borrower
EXHIBIT C-3          --       Form of Opinion of White & Case, Special Counsel to the
                                Banks
EXHIBIT D            --       Form of Officers' Certificate
EXHIBIT E            --       Form of Subsidiary Guaranty
EXHIBIT F            --       Form of Pledge Agreement
EXHIBIT G            --       Form of Security Agreement
EXHIBIT H            --       Form of Acknowledgement
EXHIBIT I            --       Form of Solvency Certificate
EXHIBIT J            --       Form of Assignment Agreement
EXHIBIT K            --       Form of Section 4.04(b)(ii) Certificate
</TABLE>


                                       (v)

<PAGE>   7

                  AMENDMENT AND RESTATEMENT dated as of May 28, 1997 to CREDIT
AGREEMENT dated as of June 25, 1996, among INTERSTATE HOTELS COMPANY
("Holdings"), a Pennsylvania corporation, INTERSTATE HOTELS CORPORATION (the
"Borrower"), a Pennsylvania corporation, the lending institutions listed from
time to time on Annex I hereto (each a "Bank" and, collectively, the "Banks")
and CREDIT LYONNAIS NEW YORK BRANCH, as administrative agent (the
"Administrative Agent"). Unless otherwise defined herein, all capitalized terms
used herein and defined in Section 10 are used herein as so defined.

                              W I T N E S S E T H :

                  WHEREAS, Holdings, the Borrower and certain financial
institutions are parties to a Credit Agreement, dated as of June 25, 1996 (as
the same has been amended, modified or supplemented prior to the date hereof,
the "Original Credit Agreement"); and

                  WHEREAS, the parties hereto wish to amend and restate the
Original Credit Agreement as herein provided;

                  NOW, THEREFORE, the parties hereto agree that the Original
Credit Agreement shall be and hereby is amended and restated in its entirety as
follows;

                  NOW, THEREFORE, IT IS AGREED:

                  SECTION 1. AMOUNT AND TERMS OF CREDIT.

                  1.01 COMMITMENTS. Subject to and upon the terms and conditions
herein set forth, each Bank severally agrees to continue and/or make a loan or
loans (each a "Loan" and, collectively, the "Loans") to the Borrower, which
Loans shall be drawn, to the extent such Bank has a commitment under such
Facility, under the Term A Facility, the Term B Facility, the Term C Facility or
the Revolving Facility, as set forth below:

                  (a) Loans under the Term A Facility (each a "Term A Loan" and,
         collectively, the "Term A Loans"): (i) shall be continued outstanding
         on the Restatement Effective Date pursuant to a single Borrowing
         participated in by each Bank with a Term A Commitment in the amount of
         such Commitment; and (ii) except as hereinafter provided, may, at the
         option of the Borrower, be maintained as, and/or converted into, Base
         Rate Loans or Eurodollar Loans, PROVIDED that all Term A Loans made by
         all Banks pursuant to the same Borrowing shall, unless

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         otherwise specifically provided herein, consist entirely of Term A
         Loans of the same Type. Once repaid, Term A Loans may not be
         reborrowed.

                  (b) Loans under the Term B Facility (each a "Term B Loan" and,
         collectively, the "Term B Loans"): (i) shall be continued outstanding
         on the Restatement Effective Date pursuant to a single Borrowing
         participated in by each Bank with a Term B Commitment in the amount of
         such Commitment; and (ii) except as hereinafter provided, may, at the
         option of the Borrower, be maintained as, and/or converted into, Base
         Rate Loans or Eurodollar Loans, PROVIDED that all Term B Loans made by
         all Banks pursuant to the same Borrowing shall, unless otherwise
         specifically provided herein, consist entirely of Term B Loans of the
         same Type. Once repaid, Term B Loans may not be reborrowed.

                  (c) Loans under the Term C Facility (each a "Term C Loan" and,
         collectively, the "Term C Loans"): (i) shall be made pursuant to a
         single Borrowing on the Restatement Effective Date; (ii) except as
         hereinafter provided, may, at the option of the Borrower, be incurred
         and maintained as, and/or converted into, Base Rate Loans or Eurodollar
         Loans, PROVIDED that all Term C Loans made by all Banks pursuant to the
         same Borrowing shall, unless otherwise specifically provided herein,
         consist entirely of Term C Loans of the same Type; and (iii) shall not
         exceed in initial aggregate principal amount for any Bank the Term C
         Commitment, if any, of such Bank as in effect on the Restatement
         Effective Date. Once repaid, Term C Loans may not be reborrowed.

                  (d) Loans under the Revolving Facility (each a "Revolving
         Loan" and, collectively, the "Revolving Loans"): (i) may be made at any
         time and from time to time on and after the Restatement Effective Date
         and prior to the RF Maturity Date; (ii) except as hereinafter provided,
         may, at the option of the Borrower, be incurred and maintained as,
         and/or converted into, Base Rate Loans or Eurodollar Loans, PROVIDED
         that (x) all Revolving Loans outstanding on the Restatement Effective
         Date (after giving effect to the repayment of Revolving Loans provided
         for in Section 5.01(f)) shall be continued outstanding pursuant to a
         single Borrowing participated in by all Banks with a Revolving
         Commitment PRO RATA among same in an aggregate amount equal to the
         outstanding principal amount of such remaining Revolving Loans and (y)
         all Revolving Loans made as part of the same Borrowing shall, unless
         otherwise specifically provided herein, consist of Revolving Loans of
         the same Type; (iii) may be repaid and reborrowed in accordance with
         the provisions hereof; and (iv) shall not exceed for any Bank at any
         time outstanding that aggregate principal amount which, when added to
         the product at such time of (x) such Bank's RF Percentage and (y) the
         sum of the Letter of Credit Outstandings, equals the Revolving
         Commitment of such Bank at such time. In addition the

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         aggregate outstanding principal amount of all Acquisition Loans for all
         Banks at any time shall not exceed the Acquisition Sublimit at such
         time.

                  1.02 MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal
amount of each Borrowing shall not be less than the Minimum Borrowing Amount for
such Borrowing. More than one Borrowing may be incurred on any day, PROVIDED
that at no time shall there be outstanding more than 12 Borrowings of Eurodollar
Loans.

                  1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to
incur Term Loans or Revolving Loans, it shall give the Administrative Agent at
its Notice Office, (x) prior to 1:00 P.M. (New York time), at least three
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing) of each Borrowing of Eurodollar Loans ([one] Business Day's in the case
of any Borrowing of Loans on the Restatement Effective Date) and (y) prior to
10:00 A.M. (New York time) on the proposed date thereof written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate
Loans to be made hereunder. Each such notice (each such notice, a "Notice of
Borrowing") (or the written confirmation) shall be in the form of Exhibit A-1
and (y) shall be irrevocable and shall specify: (i) the Facility pursuant to
which such Borrowing is being made; (ii) the aggregate principal amount of the
Loans to be made pursuant to such Borrowing; (iii) the date of Borrowing (which
shall be a Business Day); and (iv) whether the respective Borrowing shall
consist of Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent
shall promptly give each Bank written notice (or telephonic notice promptly
confirmed in writing) of each proposed Borrowing, of such Bank's proportionate
share thereof and of the other matters covered by the Notice of Borrowing.

                  (b) Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent may act prior to receipt of written confirmation without
liability upon the basis of such telephonic notice believed by the
Administrative Agent in good faith to be from an Authorized Officer of the
Borrower entitled to give telephonic notices under this Agreement on behalf of
the Borrower. In each such case, the Administrative Agent's record of the terms
of such telephonic notice shall be conclusive absent manifest error.

                  1.04 DISBURSEMENT OF FUNDS. (a) No later than 1:00 P.M. (New
York time) on the date specified in each Notice of Borrowing, each Bank will
make available its PRO RATA share, if any, of each Borrowing requested to be
made on such date in the manner provided below provided that, in the case of
Borrowings of Term A Loans, Term B Loans and Revolving Loans on the Restatement
Effective Date, each Bank shall only be obligated to make available the excess,
if any, of the Loans under each of such Facilities it is obligated to make on
the Restatement Effective Date over the outstanding principal amount of the
Loans under each such Facility held by such Bank immediately prior to such

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Borrowings with the amount so funded under such facilities to be paid to those
Banks whose total obligations to fund such Borrowings on the Restatement
Effective Date are less than the aggregate outstanding principal amount of all
of its Loans under such Facilities immediately prior to the Restatement
Effective Date PRO RATA among same on the basis of their respective shortfalls.
All amounts shall be made available to the Administrative Agent in U.S. dollars
and immediately available funds at the Payment Office and the Administrative
Agent promptly will make available to the Borrower by depositing to its account
at the Payment Office the aggregate of the amounts so made available in the type
of funds received. Unless the Administrative Agent shall have been notified by
any Bank prior to the date of Borrowing that such Bank does not intend to make
available to the Administrative Agent its portion of the Borrowing or Borrowings
to be made on such date, the Administrative Agent may assume that such Bank has
made such amount available to the Administrative Agent on such date of
Borrowing, and the Administrative Agent, in reliance upon such assumption, may
(in its sole discretion and without any obligation to do so) make available to
the Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Administrative Agent by such Bank and the Administrative
Agent has made available same to the Borrower, the Administrative Agent shall be
entitled to recover such corresponding amount from such Bank. If such Bank does
not pay such corresponding amount forthwith upon the Administrative Agent's
demand therefor, the Administrative Agent shall promptly notify the Borrower,
and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from such Bank or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to the Borrower to the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (x) if paid by such Bank, the overnight Federal Funds
Effective Rate or (y) if paid by the Borrower, the then applicable rate of
interest, calculated in accordance with Section 1.08, for the respective Loans.

                  (b) Nothing herein and no subsequent termination of the
Commitments pursuant to Section 3.02 or 3.03 shall be deemed to relieve any Bank
from its obligation to fulfill its commitments hereunder and in existence from
time to time or to prejudice any rights which the Borrower may have against any
Bank as a result of any default by such Bank hereunder.

                  1.05 NOTES. (a) The Borrower's obligation to pay the principal
of, and interest on, the Loans made to it by each Bank shall be evidenced: (i)
if Term A Loans, by a promissory note substantially in the form of Exhibit B-1
with blanks appropriately completed in conformity herewith (each a "Term A Note"
and, collectively, the "Term A Notes"); (ii) if Term B Loans, by a promissory
note substantially in the form of Exhibit B-2 with blanks appropriately
completed in conformity herewith (each a "Term B Note" and, collectively, the
"Term B Notes"); (iii) if Term C Loans, by a promissory note substantially

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<PAGE>   11

in the form of Exhibit B-3 with blanks appropriately completed in conformity
herewith (each a "Term C Note" and, collectively, the "Term C Notes"); and (iv)
if Revolving Loans, by a promissory note substantially in the form of Exhibit
B-4 with blanks appropriately completed in conformity herewith (each a
"Revolving Note" and, collectively, the "Revolving Notes").

                  (b) The Term A Note issued to a Bank shall: (i) be executed by
the Borrower; (ii) be payable to the order of such Bank and be dated the
Restatement Effective Date; (iii) be in a stated principal amount equal to the
Term A Commitment of such Bank on the Restatement Effective Date (or in the case
of a new Note issued pursuant to Section 12.04, the Term A Loans evidenced
thereby at the time of issuance) and be payable in the principal amount of Term
A Loans evidenced thereby; (iv) mature on the TF Maturity Date; (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby;
(vi) be subject to mandatory repayment as provided in Section 4.02; and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (c) The Term B Note issued to a Bank shall: (i) be executed by
the Borrower; (ii) be payable to the order of such Bank and be dated the
Restatement Effective Date; (iii) be in a stated principal amount equal to the
Term B Commitment of such Bank on the Restatement Effective Date (or in the case
of a new Note issued pursuant to Section 12.04, the Term B Loans evidenced
thereby at the time of issuance) and be payable in the principal amount of Term
B Loans evidenced thereby; (iv) mature on the TF Maturity Date; (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby;
(vi) be subject to mandatory repayment as provided in Section 4.02; and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (d) The Term C Note issued to a Bank shall: (i) be executed by
the Borrower; (ii) be payable to the order of such Bank and be dated the
Restatement Effective Date; (iii) be in a stated principal amount equal to the
Term C Commitment of such Bank on the Restatement Effective Date (or in the case
of a new Note issued pursuant to Section 12.04, the Term C Loans evidenced
thereby at the time of issuance) and be payable in the principal amount of Term
C Loans evidenced thereby; (iv) mature on the C Maturity Date; (v) bear interest
as provided in the appropriate clause of Section 1.08 in respect of the Base
Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby; (vi) be
subject to mandatory repayment as provided in Section 4.02; and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (e) The Revolving Note issued to a Bank shall: (i) be executed
by the Borrower; (ii) be payable to the order of such Bank and be dated the
Restatement Effective Date; (iii) be in a stated principal amount equal to the
Revolving Commitment of such Bank

                                       -5-

<PAGE>   12

on the Restatement Effective Date and be payable in the principal amount of
Revolving Loans evidenced thereby; (iv) mature on the RF Maturity Date; (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby;
(vi) be subject to mandatory repayment as provided in Section 4.02; and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (f) Each Bank will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will, prior to any
transfer of its Note, endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in any such notation shall not affect the Borrower's obligations in
respect of such Loans.

                  1.06 CONVERSIONS. The Borrower shall have the option to
convert on any Business Day all or a portion at least equal to the applicable
Minimum Borrowing Amount of the outstanding principal amount of the Loans owing
pursuant to a single Facility into a Borrowing or Borrowings pursuant to such
Facility of the other Type of Loan, PROVIDED that: (i) no partial conversion of
a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of
the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum
Borrowing Amount applicable thereto; (ii) Base Rate Loans may only be converted
into Eurodollar Loans if no Default under Section 9.01 or Event of Default is in
existence on the date of the conversion unless the Required Banks otherwise
agree; and (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06
shall be limited in numbers as provided in Section 1.02. Each such conversion
shall be effected by the Borrower giving the Administrative Agent at its Notice
Office, prior to 1:00 P.M. (New York time), at least three Business Days' (or
one Business Day's, in the case of a conversion into Base Rate Loans) prior
written notice (or telephonic notice promptly confirmed in writing) (each a
"Notice of Conversion") specifying the Loans to be so converted, the Type of
Loans to be converted into and, if to be converted into a Borrowing of
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Bank prompt notice of any such proposed
conversion affecting any of its Loans.

                  1.07 PRO RATA BORROWINGS. All incurrences of Term A Loans,
Term B Loans, Term C Loans or Revolving Loans shall be made by the Banks PRO
RATA on the basis of their Term A Commitments, Term B Commitments, Term C
Commitments or Revolving Commitments, as the case may be. It is understood that
no Bank shall be responsible for any default by any other Bank in its obligation
to make Loans hereunder and that each Bank shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other Bank
to fulfill its commitments hereunder.

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<PAGE>   13

                  1.08 INTEREST. (a) The unpaid principal amount of each Base
Rate Loan shall bear interest from the date of the Borrowing thereof until
maturity (whether by acceleration or otherwise) at a rate per annum which shall
at all times be the Applicable Base Rate Margin plus the Base Rate in effect
from time to time.

                  (b) The unpaid principal amount of each Eurodollar Loan shall
bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum which shall at all times be the
Applicable Eurodollar Margin plus the relevant Eurodollar Rate.

                  (c) All overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan shall bear interest at a rate per annum
equal to the Base Rate in effect from time to time plus the sum of (i) 2% and
(ii) the Applicable Base Rate Margin then in effect for the applicable Loans,
PROVIDED that each Eurodollar Loan shall bear interest after maturity (whether
by acceleration or otherwise) until the end of the Interest Period then
applicable thereto at a rate per annum equal to 2% in excess of the rate of
interest applicable thereto at maturity.

                  (d) Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, monthly in arrears on the last
Business Day of each calendar month, (ii) in respect of each Eurodollar Loan, on
the last day of each Interest Period applicable thereto and, in the case of an
Interest Period in excess of three months, on the dates which are successively
three months after the commencement of such Interest Period and (iii) in respect
of each Loan, on any prepayment or conversion (on the amount prepaid or
converted), at maturity (whether by acceleration or otherwise) and, after such
maturity, on demand.

                  (e) All computations of interest hereunder shall be made in
accordance with Section 12.07(b).

                  (f) The Administrative Agent, upon determining the interest
rate for any Borrowing of Eurodollar Loans for any Interest Period, shall
promptly notify the Borrower and the Banks thereof.

                  1.09 INTEREST PERIODS. (a) At the time the Borrower gives a
Notice of Borrowing or Notice of Conversion in respect of the making of, or
conversion into, a Borrowing of Eurodollar Loans (in the case of the initial
Interest Period applicable thereto) or prior to 1:00 P.M. (New York time) on the
third Business Day prior to the expiration of an Interest Period applicable to a
Borrowing of Eurodollar Loans, it shall have the right to elect by giving the
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) of the Interest Period applicable to such Borrowing, which Interest

                                       -7-

<PAGE>   14

Period shall, at the option of the Borrower, be a one, two, three or six month
period provided that the Interest Period applicable to all Borrowings of
Eurodollar Loans made on the Restatement Effective Date shall expire on June 26,
1997. Notwithstanding anything to the contrary contained above:

                  (i) the initial Interest Period for any Borrowing of
         Eurodollar Loans shall commence on the date of such Borrowing
         (including the date of any conversion from a Borrowing of Base Rate
         Loans) and each Interest Period occurring thereafter in respect of such
         Borrowing shall commence on the day on which the next preceding
         Interest Period expires;

                 (ii) if any Interest Period begins on a day for which there is
         no numerically corresponding day in the calendar month at the end of
         such Interest Period, such Interest Period shall end on the last
         Business Day of such calendar month;

                (iii) if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day, PROVIDED that if any Interest Period
         would otherwise expire on a day which is not a Business Day but is a
         day of the month after which no further Business Day occurs in such
         month, such Interest Period shall expire on the next preceding Business
         Day;

                 (iv) no Interest Period with respect to any Borrowing of
         Revolving Loans may (x) extend beyond any date upon which a Scheduled
         RF Reduction is required to be made if after giving effect to the
         selection of such Interest Period, the sum of (I) the aggregate
         principal amount of Revolving Loans maintained as Eurodollar Loans with
         Interest Periods ending after such date plus (II) Letter of Credit
         Outstandings under Letters of Credit with expiry dates beyond such date
         would exceed the Total Revolving Commitment after giving effect to such
         reduction or (y) extend beyond the RF Maturity Date;

                  (v) no Interest Period with respect to any Borrowing of Term
         Loans under any Term Facility may (x) extend beyond any date upon which
         a Scheduled Repayment is required to be made in respect of such Term
         Loans if, after giving effect to the selection of such Interest Period,
         the aggregate principal amount of such Term Loans maintained as
         Eurodollar Loans with Interest Periods ending after such date would
         exceed the aggregate principal amount of such Term Loans permitted to
         be outstanding after such Scheduled Repayment or (y) extend beyond the
         TF Maturity Date (the C Maturity Date in the case of Term C Loans); and

                                       -8-

<PAGE>   15

                 (vi) no Interest Period may be elected at any time when a
         Default under Section 9.01 or an Event of Default is then in existence
         unless the Required Banks otherwise agree.

                  (b) If upon the expiration of any Interest Period the Borrower
has failed to (or may not) elect a new Interest Period to be applicable to the
respective Borrowing of Eurodollar Loans as provided above, the Borrower shall
be deemed to have elected to convert such Borrowing into a Borrowing of Base
Rate Loans effective as of the expiration date of such current Interest Period.

                  1.10 INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that
(x) in the case of clause (i) below, the Administrative Agent or (y) in the case
of clauses (ii) and (iii) below, any Bank shall have determined on a reasonable
basis (which determination shall, absent manifest error, be final and conclusive
and binding upon all parties hereto):

                  (i) on any date for determining the Eurodollar Rate for any
         Interest Period that, by reason of any changes arising after the
         Original Effective Date affecting the interbank Eurodollar market,
         adequate and fair means do not exist for ascertaining the applicable
         interest rate on the basis provided for in the definition of Eurodollar
         Rate; or

                 (ii) at any time, that such Bank shall incur increased costs or
         reductions in the amounts received or receivable hereunder in an amount
         which such Bank deems material with respect to any Eurodollar Loans
         (other than any increased cost or reduction in the amount received or
         receivable resulting from the imposition of or a change in the rate of
         taxes or similar charges) because of (x) any change since the Original
         Effective Date in any applicable law, governmental rule, regulation,
         guideline, order or request (whether or not having the force of law),
         or in the interpretation or administration thereof and including the
         introduction of any new law or governmental rule, regulation,
         guideline, order or request (such as, for example, but not limited to,
         a change in official reserve requirements, but, in all events,
         excluding reserves includable in the Eurodollar Rate pursuant to the
         definition thereof) and/or (y) other circumstances adversely affecting
         the interbank Eurodollar market or the position of such Bank in such
         market; or

                (iii) at any time, that the making or continuance of any
         Eurodollar Loan has become unlawful by compliance by such Bank in good
         faith with any change since the Original Effective Date in any law,
         governmental rule, regulation, guideline or order, or the
         interpretation or application thereof, or would conflict with any
         thereof not having the force of law but with which such Bank
         customarily complies;

                                       -9-

<PAGE>   16

then, and in any such event, such Bank (or the Administrative Agent in the case
of clause (i) above) shall (x) on such date and (y) within 10 Business Days of
the date on which such event no longer exists give notice (by telephone
confirmed in writing) to the Borrower and to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit to
each of the other Banks). Thereafter (x) in the case of clause (i) above,
Eurodollar Loans shall no longer be available until such time as the
Administrative Agent notifies the Borrower and the Banks that the circumstances
giving rise to such notice by the Administrative Agent no longer exist, and any
Notice of Borrowing or Notice of Conversion given by the Borrower with respect
to Eurodollar Loans which have not yet been incurred shall be deemed rescinded
by the Borrower or, in the case of a Notice of Borrowing, shall, at the option
of the Borrower, be deemed converted into a Notice of Borrowing for Base Rate
Loans to be made on the date of Borrowing contained in such Notice of Borrowing,
(y) in the case of clause (ii) above, the Borrower shall pay to such Bank, upon
written demand therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Bank shall determine) as shall be required to compensate such Bank for such
increased costs or reductions in amounts receivable hereunder (a written notice
as to the additional amounts owed to such Bank, showing the basis for the
calculation thereof, which basis must be reasonable, submitted to the Borrower
by such Bank shall, absent manifest error, be final and conclusive and binding
upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower
shall take one of the actions specified in Section 1.10(b) as promptly as
possible and, in any event, within the time period required by law.

                  (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii) the
Borrower shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, by giving the Administrative Agent telephonic notice
(confirmed promptly in writing) thereof on the same date that the Borrower was
notified by a Bank pursuant to Section 1.10(a)(ii) or (iii), cancel said
Borrowing, convert the related Notice of Borrowing into one requesting a
Borrowing of Base Rate Loans or require the affected Bank to make its requested
Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan is then
outstanding, upon at least one Business Day's notice to the Administrative
Agent, require the affected Bank to convert each such Eurodollar Loan into a
Base Rate Loan, PROVIDED that if more than one Bank is affected at any time,
then all affected Banks must be treated the same pursuant to this Section
1.10(b).

                  (c) If any Bank shall have determined that after the Original
Effective Date, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged by law with the interpretation or administration thereof, or
compliance by such Bank or its parent corporation with any request or directive
regarding capital adequacy (whether or not having the force

                                      -10-

<PAGE>   17

of law) of any such authority, central bank or comparable agency, in each case
made subsequent to the Original Effective Date, has or would have the effect of
reducing by an amount reasonably deemed by such Bank to be material the rate of
return on such Bank's or its parent corporation's capital or assets as a
consequence of such Bank's commitments or obligations hereunder to a level below
that which such Bank or its parent corporation could have achieved but for such
adoption, effectiveness, change or compliance (taking into consideration such
Bank's or its parent corporation's policies with respect to capital adequacy),
then from time to time, within 15 days after demand by such Bank (with a copy to
the Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank or its parent corporation for
such reduction. Each Bank, upon determining in good faith that any additional
amounts will be payable pursuant to this Section 1.10(c), will give prompt
written notice thereof to the Borrower, which notice shall set forth the basis
of the calculation of such additional amounts, which basis must be reasonable,
although the failure to give any such notice shall not release or diminish any
of the Borrower's obligations to pay additional amounts pursuant to this Section
1.10(c) upon the subsequent receipt of such notice. No Bank shall demand
compensation for any reduction referred to in this Section 1.10(c) if it shall
not at the time be the general policy or practice of such Bank to demand such
compensation in similar circumstances under comparable provisions of other
credit agreements.

                  (d) Notwithstanding anything in this Agreement to the
contrary, no Bank shall be entitled to compensation under Section 1.10, 2.05 or
4.04 for any amounts incurred or accruing more than 180 days prior to the giving
of notice to the Borrower of additional costs of the type described in such
Sections.

                  1.11 COMPENSATION. The Borrower shall compensate each Bank,
upon its written request (which request shall set forth the detailed basis for
requesting and the method of calculating such compensation), for all reasonable
losses, expenses and liabilities (including, without limitation, any loss,
expense or liability incurred by reason of the liquidation or reemployment of
deposits or other funds required by such Bank to fund its Eurodollar Loans)
which such Bank may sustain: (i) if for any reason (other than a default by such
Bank or the Administrative Agent) a Borrowing of Eurodollar Loans does not occur
on a date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not withdrawn by the Borrower or deemed withdrawn pursuant to
Section 1.10(a)); (ii) if any repayment or conversion of any of its Eurodollar
Loans occurs on a date which is not the last day of an Interest Period
applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans is
not made on any date specified in a notice of prepayment given by the Borrower;
or (iv) as a consequence of (x) any other default by the Borrower to repay its
Eurodollar Loans when required by the terms of this Agreement or (y) an election
made pursuant to Section 1.10(b).

                                      -11-

<PAGE>   18

                  1.12 CHANGE OF LENDING OFFICE. Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), 1.10(c), 2.05 or 4.04 with respect to such Bank, it will, if requested by
the Borrower, use reasonable efforts (subject to overall policy considerations
of such Bank) to designate another lending office for any Loans or Commitments
affected by such event, PROVIDED that such designation is made on such terms
that such Bank and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of any such Section. Nothing in this Section 1.12 shall
affect or postpone any of the obligations of the Borrower or the right of any
Bank provided in Section 1.10, 2.05 or 4.04.

                  SECTION 2.  LETTERS OF CREDIT.

                  2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request a Letter of Credit Issuer
at any time and from time to time on or after the Restatement Effective Date and
prior to the RF Maturity Date to issue, for the account of the Borrower and in
support of (x) trade obligations, workmen's compensation and other obligations
of the Borrower or any Subsidiary (other than a Specified Subsidiary) incurred
in the ordinary course of its business and/or (y) such other obligations of the
Borrower or any Subsidiary (other than a Specified Subsidiary) to any other
Person that are acceptable to the Administrative Agent and such Letter of Credit
Issuer, and subject to and upon the terms and conditions herein set forth such
Letter of Credit Issuer agrees to issue from time to time, irrevocable letters
of credit in such form as may be approved by such Letter of Credit Issuer and
the Administrative Agent (each such letter of credit, and each Existing Letter
of Credit described in Section 2.01(d), a "Letter of Credit" and collectively,
the "Letters of Credit").

                  (b) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings at such time, would exceed either (x) $5,000,000 or (y) when added
to the aggregate principal amount of all Revolving Loans then outstanding, an
amount equal to the Total Revolving Commitment at such time and (ii) each Letter
of Credit shall have an expiry date occurring not later than one year after such
Letter of Credit's date of issuance, although any Letter of Credit may be
renewable for successive periods of up to 12 months, but not beyond the Business
Day next preceding the RF Maturity Date, on terms acceptable to the
Administrative Agent and the relevant Letter of Credit Issuer.

                  (c) Notwithstanding the foregoing, in the event a Bank Default
exists, no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless such Letter of Credit Issuer has entered into arrangements
satisfactory to it and the Borrower to eliminate such Letter of Credit Issuer's
risk with respect to the participation in Letters of Credit of

                                      -12-

<PAGE>   19

the Defaulting Bank or Banks, including by cash collateralizing such Defaulting
Bank's or Banks' RF Percentage of the Letter of Credit Outstandings.

                  (d) Annex VIII hereto contains a description of all Letters of
Credit under and as defined in the Original Credit Agreement outstanding on, and
to continue in effect after, the Restatement Effective Date. Each such Letter of
Credit (each, an "Existing Letter of Credit") shall constitute a "Letter of
Credit" for all purposes of this Agreement, issued, for purposes of Section
2.04(a), on the Restatement Effective Date, and the Borrower, the Administrative
Agent and the Banks hereby agree that, from and after such date, the terms of
this Agreement shall apply to such Letters of Credit, superseding any other
agreement theretofore applicable to them.

                  2.02 LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE. (a)
Whenever it desires that a Letter of Credit be issued, the Borrower shall give
the Administrative Agent and the Letter of Credit Issuer written notice
(including by way of telecopier) in the form of Exhibit A-2 thereof prior to
1:00 P.M. (New York time) at least five Business Days (or such shorter period as
may be acceptable to the relevant Letter of Credit Issuer) prior to the proposed
date of issuance (which shall be a Business Day) (each a "Letter of Credit
Request"), which Letter of Credit Request shall include an application for such
Letter of Credit and any other documents that such Letter of Credit Issuer
customarily requires in connection therewith. The Administrative Agent shall
promptly notify each Bank of each Letter of Credit Request.

                  (b) Each Letter of Credit Issuer shall, on the date of each
issuance of a Letter of Credit by it, give the Administrative Agent, each Bank
and the Borrower written notice of the issuance of such Letter of Credit,
accompanied by a copy to the Administrative Agent of the Letter of Credit or
Letters of Credit issued by it. Each Letter of Credit Issuer shall provide to
the Administrative Agent a monthly summary describing each Letter of Credit
issued by such Letter of Credit Issuer and then outstanding.

                  2.03 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The
Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making
payment to the Administrative Agent in immediately available funds at the
Payment Office, for any payment or disbursement made by such Letter of Credit
Issuer under any Letter of Credit (each such amount so paid or disbursed until
reimbursed, an "Unpaid Drawing") immediately after, and in any event on the date
on which, such Letter of Credit Issuer notifies the Administrative Agent and the
Borrower of such payment or disbursement (which notice to the Borrower shall be
delivered reasonably promptly after any such payment or disbursement), with
interest on the amount so paid or disbursed by such Letter of Credit Issuer, to
the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such
payment or disbursement, from and including the date paid or disbursed to but
not including the date such Letter of Credit Issuer is reimbursed therefor at a
rate per annum which shall be the

                                      -13-

<PAGE>   20

rate then applicable to Base Rate Loans (plus an additional 2% per annum if not
reimbursed by the third Business Day after the date of such payment or
disbursement), such interest also to be payable on demand.

                  (b) The Borrower's obligation under this Section 2.03 to
reimburse each Letter of Credit Issuer with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against such Letter
of Credit Issuer, the Administrative Agent, any other Letter of Credit Issuer or
any Bank, including, without limitation, any defense based upon the failure of
any drawing under a Letter of Credit to conform to the terms of the Letter of
Credit or any non-application or misapplication by the beneficiary of the
proceeds of such drawing, PROVIDED, HOWEVER, that the Borrower shall not be
obligated to reimburse a Letter of Credit Issuer for any wrongful payment made
by such Letter of Credit Issuer under a Letter of Credit as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of
such Letter of Credit Issuer.

                  2.04 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of
Credit Issuer shall be deemed to have sold and transferred to each Bank with a
Revolving Commitment, and each Bank (each a "Participant") shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter
of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Bank's RF Percentage, in such Letter of
Credit, each substitute letter of credit, each drawing made thereunder and the
obligations of the Borrower under this Agreement with respect thereto (although
Letter of Credit Fees shall be payable directly to the Administrative Agent for
the account of the Banks as provided in Section 3.01(b) and the Participants
shall have no right to receive any portion of any Facing Fees) and any security
therefor or guaranty pertaining thereto. Upon any change in the Revolving
Commitments of the Banks pursuant to Section 12.04(b), it is hereby agreed that,
with respect to all outstanding Letters of Credit and Unpaid Drawings, there
shall be an automatic adjustment to the participations pursuant to this Section
2.04 to reflect the new RF Percentages of the assigning and assignee Bank.

                  (b) In determining whether to pay under any Letter of Credit,
a Letter of Credit Issuer shall not have any obligation relative to the
Participants other than to determine that any documents required to be delivered
under such Letter of Credit have been delivered and that they appear to comply
on their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by a Letter of Credit Issuer under or in connection with
any Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct, shall not create for such Letter of Credit Issuer any
resulting liability.

                                      -14-

<PAGE>   21

                  (c) In the event that a Letter of Credit Issuer makes any
payment under any Letter of Credit and the Borrower shall not have reimbursed
such amount in full to such Letter of Credit Issuer pursuant to Section 2.03(a),
such Letter of Credit Issuer shall promptly notify the Administrative Agent, and
the Administrative Agent shall promptly notify each Participant of such failure,
and each Participant shall promptly and unconditionally pay to the
Administrative Agent for the account of such Letter of Credit Issuer, the amount
of such Participant's RF Percentage of such payment in U.S. dollars and in same
day funds, PROVIDED, HOWEVER, that no Participant shall be obligated to pay to
the Administrative Agent its RF Percentage of such unreimbursed amount for any
wrongful payment made by such Letter of Credit Issuer under a Letter of Credit
as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of such Letter of Credit Issuer. If the Administrative
Agent so notifies any Participant required to fund a payment under a Letter of
Credit prior to 11:00 A.M. (New York time) on any Business Day, such Participant
shall make available to the Administrative Agent for the account of the relevant
Letter of Credit Issuer such RF's Revolving Percentage of the amount of such
payment on such Business Day in same day funds. If and to the extent such
Participant shall not have so made its RF Percentage of the amount of such
payment available to the Administrative Agent for the account of the relevant
Letter of Credit Issuer, such Participant agrees to pay to the Administrative
Agent for the account of such Letter of Credit Issuer, forthwith on demand such
amount, together with interest thereon, for each day from such date until the
date such amount is paid to the Administrative Agent for the account of such
Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any
Participant to make available to the Administrative Agent for the account of the
relevant Letter of Credit Issuer its RF Percentage of any payment under any
Letter of Credit shall not relieve any other Participant of its obligation
hereunder to make available to the Administrative Agent for the account of such
Letter of Credit Issuer its RF Percentage of any payment under any Letter of
Credit on the date required, as specified above, but no Participant shall be
responsible for the failure of any other Participant to make available to the
Administrative Agent for the account of such Letter of Credit Issuer such other
Participant's RF Percentage of any such payment.

                  (d) Whenever a Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participants
pursuant to clause (c) above, such Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its RF Percentage thereof, in U.S. dollars and in
same day funds, an amount equal to such Participant's RF Percentage of the
principal amount thereof and interest thereon accruing after the purchase of the
respective participations.

                  (e) The obligations of the Participants to make payments to
the Administrative Agent for the account of each Letter of Credit Issuer with
respect to Letters

                                      -15-

<PAGE>   22

of Credit shall be irrevocable and not subject to counterclaim, set-off or other
defense or any other qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

                  (i)  any lack of validity or enforceability of this Agreement
         or any of the other Credit Documents;

                 (ii) the existence of any claim, set-off, defense or other
         right which the Borrower may have at any time against a beneficiary
         named in a Letter of Credit, any transferee of any Letter of Credit (or
         any Person for whom any such transferee may be acting), the
         Administrative Agent, any Letter of Credit Issuer, any Bank, or other
         Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         and the beneficiary named in any such Letter of Credit);

                (iii) any draft, certificate or other document presented under
         the 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;

                 (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v) the occurrence of any Default or Event of Default.

                  2.05 INCREASED COSTS. If after the Original Effective Date,
the adoption of any applicable law, rule or regulation, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Letter of Credit
Issuer or any Bank with any request or directive (whether or not having the
force of law) by any such authority, central bank or comparable agency (in each
case made subsequent to the Original Effective Date) shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against Letters of Credit issued by such Letter of Credit Issuer or
such Bank's participation therein, or (ii) shall impose on such Letter of Credit
Issuer or any Bank any other conditions affecting this Agreement, any Letter of
Credit or such Bank's participation therein; and the result of any of the
foregoing is to increase the cost to such Letter of Credit Issuer or such Bank
of issuing, maintaining or participating in any Letter of Credit, or to reduce
the amount of any sum received or receivable by such Letter of Credit Issuer or
such Bank hereunder (other than any increased cost or reduction in the amount
received or receivable resulting from the imposition of or a change in the rate
of taxes or similar charges), then,

                                      -16-

<PAGE>   23

upon demand to the Borrower by such Letter of Credit Issuer or such Bank (a copy
of which notice shall be sent by such Letter of Credit Issuer or such Bank to
the Administrative Agent), the Borrower shall pay to such Letter of Credit
Issuer or such Bank such additional amount or amounts as will compensate any
such Letter of Credit Issuer or such Bank for such increased cost or reduction.
A certificate submitted to the Borrower by any Letter of Credit Issuer or any
Bank, as the case may be (a copy of which certificate shall be sent by such
Letter of Credit Issuer or such Bank to the Administrative Agent), setting forth
the basis for the determination of such additional amount or amounts necessary
to compensate any Letter of Credit Issuer or such Bank as aforesaid shall be
conclusive and binding on the Borrower absent manifest error, although the
failure to deliver any such certificate shall not release or diminish any of the
Borrower's obligations to pay additional amounts pursuant to this Section 2.05.

                  SECTION 3. FEES; COMMITMENTS.

                  3.01 FEES. (a) The Borrower agrees to pay to the
Administrative Agent a Commitment Commission ("Commitment Commission") for the
account of each Non-Defaulting Bank for the period from and including the
Restatement Effective Date to but not including the date the Total Revolving
Commitment has been terminated, computed for each day at a rate equal to the
Applicable CC Percentage per annum on the Unutilized Revolving Commitment on
such date of such Bank. Such Commitment Commission shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December after the Restatement Effective Date and on the date upon which the
Total Revolving Commitment is terminated.

                  (b) The Borrower agrees to pay to the Administrative Agent,
for the account of each Non-Defaulting Bank, PRO RATA on the basis of its RF
Percentage, a fee in respect of each Letter of Credit (the "Letter of Credit
Fee") computed for each day on and after the Restatement Effective Date at a
rate equal to the Applicable Eurodollar Margin (Revolving Loans) per annum on
the Stated Amount of such Letter of Credit on such date. Accrued Letter of
Credit Fees shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December after the Restatement Effective
Date and on the date upon which the Total Revolving Commitment is terminated.

                  (c) The Borrower agrees to pay to the Administrative Agent for
the account of each Letter of Credit Issuer a fee in respect of each Letter of
Credit issued by it (the "Facing Fee") computed at the rate of 1/4 of 1% per
annum on the average daily Stated Amount of such Letter of Credit on and after
the Restatement Effective Date. Accrued Facing Fees shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December after the Restatement Effective Date and on the date upon which the
Total Revolving Commitment is terminated.

                                      -17-

<PAGE>   24

                  (d) The Borrower agrees to pay directly to each Letter of
Credit Issuer upon each issuance of, drawing under, and/or amendment of, a
Letter of Credit issued by it such amount as shall at the time of such issuance,
drawing or amendment be the administrative charge which such Letter of Credit
Issuer is customarily charging for issuances of, drawings under or amendments
of, letters of credit issued by it.

                  (e) The Borrower shall pay to the Administrative Agent on the
Restatement Effective Date and thereafter for its own account and/or for
distribution to the Banks such fees as heretofore agreed by the Borrower and the
Administrative Agent.

                  (f) All computations of Fees shall be made in accordance with
Section 12.07(b).

                  3.02 VOLUNTARY REDUCTION OF COMMITMENTS. Upon at least three
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks), the Borrower
shall have the right, without premium or penalty, to terminate or partially
reduce the Unutilized Total Revolving Commitment, PROVIDED that (i) any such
termination shall apply to proportionately and permanently reduce the Revolving
Commitment, if any, of each of the Banks, (ii) any partial reduction pursuant to
this Section 3.02 shall be in the amount of at least $5,000,000 (or, if greater,
in integral multiples of $1,000,000) and (iii) each such reduction shall reduce
the then remaining Scheduled RF Reductions on a PRO RATA basis (based on the
then remaining amount of each such Scheduled RF Reduction).

                  3.03 MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC. (a) Each of
the Total Term A Commitment, the Total Term B Commitment and the Total Term C
Commitment shall terminate in its entirety on the Restatement Effective Date
(after giving effect to the Borrowings of Term A Loans, Term B Loans and Term C
Loans, respectively, on such date).

                  (b) The Total Revolving Commitment shall be reduced in an
amount of $17,500,000 on each of the last Business Day of each March, June,
September and December commencing September 2001 (each such reduction, a
"Scheduled RF Reduction").

                  (c) On each date upon which a mandatory repayment of Loans
pursuant to Section 4.02(A)(d), (e), (f), (g), (h) or (i) is required, or would
be required if any Acquisition Loans or Term Loans were then outstanding, the
Total Revolving Commitment shall be permanently reduced by the amount, if any,
by which the amount that would be required to be repaid pursuant to said
Sections if an unlimited amount of Acquisition Loans

                                      -18-

<PAGE>   25

and Term Loans were actually then outstanding exceeds the aggregate principal
amount of Acquisition Loans and Term Loans then outstanding.

                  (d) The Total Revolving Commitment (and the Revolving
Commitment of each Bank) shall terminate on the earlier of (x) the RF Maturity
Date and (y) the date on which a Change of Control occurs.

                  (e) Each partial reduction of the Total Revolving Commitment
provided for in this Section 3.03 shall apply PRO RATA to the Revolving
Commitment (if any) of each Bank.

                  SECTION 4. PAYMENTS.

                  4.01 VOLUNTARY PREPAYMENTS. The Borrower shall have the right
to prepay Loans, in whole or in part, without premium or penalty (except as
required by Section 1.11), from time to time on the following terms and
conditions: (i) the Borrower shall give the Administrative Agent at the Payment
Office written notice (or telephonic notice promptly confirmed in writing) of
its intent to prepay the Loans, whether such Loans are Term A Loans, Term B
Loans, Term C Loans or Revolving Loans, the amount of such prepayment and (in
the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made,
which notice shall be received by the Administrative Agent by 1:00 P.M. (New
York time) one Business Day prior to the date of such prepayment (and which
notice shall promptly be transmitted by the Administrative Agent to each of the
Banks); (ii) each partial prepayment of any Borrowing shall be in an aggregate
principal amount of at least $5,000,000, PROVIDED that no partial prepayment of
Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate
principal amount of the Loans outstanding pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount applicable thereto; (iii) each
prepayment in respect of any Loans made pursuant to a Borrowing shall be applied
PRO RATA among such Loans; and (iv) each prepayment of Term Loans pursuant to
this Section 4.01 shall be applied to the Term A Loans, the Term B Loans and
(unless waived by the holders thereof) the Term C Loans PRO RATA among same and
shall reduce the then remaining Scheduled Repayments under each Term Facility on
a PRO RATA basis (based upon the then remaining principal amount of each such
Scheduled Repayment).

                  4.02 MANDATORY PREPAYMENTS.

                  (A)  REQUIREMENTS:

                  (a) If on any date (after giving effect to any other payments
on such date) the sum of (i) the aggregate outstanding principal amount of
Revolving Loans plus (ii) the aggregate amount of Letter of Credit Outstandings
exceeds the Total Revolving Commitment as then in effect, the Borrower shall
repay on such date that principal amount

                                      -19-

<PAGE>   26

of Revolving Loans and, after Revolving Loans have been paid in full, Unpaid
Drawings, in an aggregate amount equal to such excess. If, after giving effect
to the prepayment of Revolving Loans and Unpaid Drawings, the aggregate amount
of Letter of Credit Outstandings exceeds the Total Revolving Commitment as then
in effect, the Borrower shall pay to the Administrative Agent an amount in cash
and/or Cash Equivalents equal to such excess and the Administrative Agent shall
hold such payment as security for the obligations of the Borrower hereunder
pursuant to a cash collateral agreement to be entered into in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower (which
shall permit certain investments in Cash Equivalents reasonably satisfactory to
the Administrative Agent and the Borrower until the proceeds are applied to the
secured obligations). In addition, if on any date (after giving effect to any
other payments on such date) the aggregate outstanding principal amount of
Acquisition Loans exceeds the Acquisition Sublimit then in effect, the Borrower
shall repay on such date that principal amount of Acquisition Loans in an
aggregate amount equal to such excess.

                  (b) On June 1 of each year commencing June 1, 1997, if a
Clean-Down Period shall not have occurred since the preceding July 1, the
Borrower shall prepay the principal amount of Working Capital Loans in an amount
(if any) necessary to reduce the sum of the aggregate outstanding principal
amount of Working Capital Loans plus the Letter of Credit Outstandings to not
more than $10,000,000, with the outstanding principal amount of Working Capital
Loans plus the Letter of Credit Outstandings not to exceed such $10,000,000 sum
until the Clean-Down Period has ended.

                  (c) (i) On each date set forth below the Borrower shall be
required to repay the principal amount of Term A Loans as is set forth opposite
such date (each such repayment, together with each repayment required by clauses
(c)(ii) and (c)(iii) below, a "Scheduled Repayment"):

<TABLE>
<CAPTION>
                  SCHEDULED REPAYMENT DATE                                     AMOUNT
                  ------------------------                                     ------
<S>                                                                         <C>
                   June 26, 1997                                             $1,250,000
                   September 26, 1997                                         2,500,000
                   December 26, 1997                                          2,500,000
                   March 26, 1998                                             2,500,000
                   June 26, 1998                                              2,500,000
                   September 26, 1998                                         3,750,000
                   December 26, 1998                                          3,750,000
                   March 26, 1999                                             3,750,000
                   June 26, 1999                                              3,750,000
                   September 26, 1999                                         6,250,000
                   December 26, 1999                                          6,250,000
                   March 26, 2000                                             6,250,000
</TABLE>



                                      -20-

<PAGE>   27

<TABLE>
<S>                                                                         <C>
                   June 26, 2000                                              6,250,000
                   September 26, 2000                                         8,750,000
                   December 26, 2000                                          8,750,000
                   March 26, 2001                                             8,750,000
                   June 26, 2001                                              8,750,000
                   September 26, 2001                                        10,000,000
                   December 26, 2001                                         10,000,000
                   March 26, 2002                                            10,000,000
                   June 26, 2002                                             10,000,000
                   September 26, 2002                                        11,250,000
                   December 26, 2002                                         11,250,000
                   March 26, 2003                                            11,250,000
                   TF Maturity Date                                          31,250,000
</TABLE>

                  (ii) On each date set forth below the Borrower shall be
required to repay the principal amount of Term B Loans as is set forth opposite
such date:

<TABLE>
<CAPTION>
                  SCHEDULED REPAYMENT DATE                                     AMOUNT
                  ------------------------                                     ------
<S>                                                                         <C>
                  June 26, 1997                                            $    650,000
                  September 26, 1997                                          1,300,000
                  December 26, 1997                                           1,300,000
                  March 26, 1998                                              1,300,000
                  June 26, 1998                                               1,300,000
                  September 26, 1998                                          2,000,000
                  December 26, 1998                                           2,000,000
                  March 26, 1999                                              2,000,000
                  June 26, 1999                                               2,000,000
                  September 26, 1999                                          3,300,000
                  December 26, 1999                                           3,300,000
                  March 26, 2000                                              3,300,000
                  June 26, 2000                                               3,300,000
                  September 26, 2000                                          4,600,000
                  December 26, 2000                                           4,600,000
                  March 26, 2001                                              4,600,000
                  June 26, 2001                                               4,600,000
                  September 26, 2001                                          5,300,000
                  December 26, 2001                                           5,300,000
                  March 26, 2002                                              5,300,000
                  June 26, 2002                                               5,300,000
                  September 26, 2002                                          6,000,000
                  December 26, 2002                                           6,000,000
</TABLE>

                                      -21-

<PAGE>   28

                  March 26, 2003                 6,000,000
                  TF Maturity Date              14,700,000

                  (iii) The Borrower shall be required to repay the principal
amount of Term C Loans (x) on each March 26, June 26, September 26 and December
26 occurring on and after September 26, 1997 and prior to the C Maturity Date in
an amount equal to $250,000 and (y) on the C Maturity Date, in an amount equal
to $128,250,000.

                  (d) On or prior to the third Business Day following the date
of receipt thereof by Holdings and/or any of its Subsidiaries of the Cash
Proceeds from any Asset Sale, an amount equal to 100% of the Net Cash Proceeds
then received from such Asset Sale shall be applied as a mandatory repayment of
principal of (x) FIRST, the then outstanding Acquisition Loans and (y) SECOND,
once no Acquisition Loans remain outstanding, the then outstanding Term Loans
provided that to the extent any such Asset Sale constitutes a Specified Asset
Sale then the mandatory repayments required to be made with the Net Cash
Proceeds thereof pursuant to this clause (d) shall be applied FIRST to Term
Loans and SECOND to Acquisition Loans.

                  (e) On the date of the receipt thereof by Holdings and/or any
of its Subsidiaries an amount equal to 100% of the cash proceeds (net of
underwriting discounts and commissions and other customary fees and costs
associated therewith) from the incur-rence of Indebtedness for borrowed money by
Holdings or any of its Subsidiaries (other than Indebtedness permitted by
Section 8.04 as in effect on the Restatement Effective Date but excluding from
such exception Non-Recourse Debt that refinances properties financed by
Acquisition Loans) shall be applied as a mandatory repayment of principal of (x)
FIRST, the then outstanding Acquisition Loans and (y) SECOND, once no
Acquisition Loans remain outstanding, the then outstanding Term Loans.

                  (f) On the date of the receipt thereof by Holdings, an amount
equal to 100% of the cash proceeds (net of underwriting discounts and
commissions and other customary fees and costs associated therewith) from any
sale or issuance of equity by Holdings after the Restatement Effective Date
(other than any sale or issuance to management or employees) shall be applied as
a mandatory repayment of principal of (x) FIRST, the then outstanding
Acquisition Loans and (y) SECOND, once no Acquisition Loans remain outstanding,
the then outstanding Term Loans.

                  (g) On each date which is 90 days after the last day of each
fiscal year of Holdings (commencing with the fiscal year ending on December 31,
1997), an amount equal to 50% of Excess Cash Flow for such fiscal year shall be
applied as a mandatory repayment of principal of (x) FIRST, the then outstanding
Acquisition Loans and (y) SECOND, once no Acquisition Loans remain outstanding,
the then outstanding Term Loans.

                                      -22-

<PAGE>   29

                  (h) On the date of the receipt thereof by Holdings or any of
its Subsidiaries, an amount equal to 100% of the net cash proceeds constituting
termination fees under any Management Contract shall be applied as a mandatory
repayment of principal of (x) FIRST, the then outstanding Acquisition Loans and
(y) SECOND, once no Acquisition Loans remain outstanding, the then outstanding
Term Loans, PROVIDED that to the extent the affected Management Contract was in
effect on the Original Effective Date (and notwithstanding any subsequent
modification or extension thereof), then the mandatory repayments required to be
made with the termination fees paid thereunder pursuant to this clause (h) shall
be applied FIRST to Term Loans and SECOND to Acquisition Loans, PROVIDED
FURTHER, that any such net cash proceeds aggregating less than $500,000 for a
Management Contract that are received in any fiscal year of Holdings shall not
be required to be used to repay Loans pursuant to this clause (h) until such
time as all such exempted net cash proceeds aggregate $500,000 in such fiscal
year and, in such event, only to the extent of such excess.

                  (i) On the date of the receipt thereof by the Borrower, an
amount equal to 100% of a payment received by the Borrower under the CGL
Participation relating to principal indebtedness (and not to interest thereon)
shall be applied as a mandatory repayment of principal of (x) FIRST, the then
outstanding Term Loans and (y) SECOND, once no Term Loans remain outstanding,
the Acquisition Loans.

                  (j) On the date of which a Change of Control occurs, the then
outstanding principal amount of Term Loans, if any, shall become due and payable
in full.

                  (B) APPLICATION:

                  (a) Each mandatory repayment of Term Loans required pursuant
to Section 4.02(A)(d), (e), (f), (g), (h) or (i) shall be applied to the
repayment of the then remaining Scheduled Repayments on a pro rata basis (based
upon the then remaining principal amount of each such Scheduled Repayment).

                  (b) With respect to each repayment of Loans required by this
Section 4.02, the Borrower shall designate the Types of Loans which are to be
repaid and the specific Borrowing(s) under the affected Facility pursuant to
which made, provided that (i) if the outstanding principal amount of Eurodollar
Loans made pursuant to a Borrowing is reduced below the applicable Minimum
Borrowing Amount as a result of any such prepayment, then all the Loans
outstanding pursuant to such Borrowing shall be converted into Base Rate Loans,
and (ii) each prepayment of any Loans made pursuant to a Borrowing shall be
applied PRO RATA among such Loans. In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its sole discretion with a view,
but no obligation, to minimize breakage costs owing under Section 1.11.

                                      -23-

<PAGE>   30

                  4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise
specifically provided herein, all payments under this Agreement shall be made to
the Administrative Agent for the ratable (based on its PRO RATA share) account
of the Banks entitled thereto, not later than 1:00 P.M. (New York time) on the
date when due and shall be made in immediately available funds and in lawful
money of the United States of America at the Payment Office, it being understood
that written notice by the Borrower to the Administrative Agent to make a
payment from the funds in the Borrower's account at the Payment Office shall
constitute the making of such payment to the extent of such funds held in such
account. Any payments under this Agreement which are made later than 1:00 P.M.
(New York time) shall be deemed to have been made on the next succeeding
Business Day. Whenever any payment to be made hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.

                  4.04 NET PAYMENTS. (a) All payments made by the Borrower
hereunder, under any Note or any other Credit Document, will be made without
setoff, counterclaim or other defense. Except as provided for in Section
4.04(b), all such payments will be made free and clear of, and without deduction
or withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax, imposed on or measured by the net income or
net profits of a Bank pursuant to the laws of the jurisdiction under which such
Bank is organized or the jurisdiction in which the principal office or
applicable lending office of such Bank is located or any subdivision thereof or
therein) and all interest, penalties or similar liabilities with respect to such
nonexcluded taxes, levies, imposts, duties, fees, assessments or other charges
(all such nonexcluded taxes, levies, imposts, duties, fees assessments or other
charges being referred to collectively as "Taxes"). If any Taxes are so levied
or imposed, the Borrower agrees to pay the full amount of such Taxes and such
additional amounts as may be necessary so that every payment of all amounts due
hereunder, under any Note or under any other Credit Document, after withholding
or deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Note or in such other Credit Document. If any
amounts are payable in respect of Taxes pursuant to the preceding sentence, the
Borrower agrees to reimburse each Bank, upon the written request of such Bank,
for taxes imposed on or measured by the net income or profits of such Bank
pursuant to the laws of the jurisdiction in which such bank is organized or in
which the principal office or applicable lending office of such Bank is located
or under the laws of any political subdivision or taxing authority of any such
jurisdiction in which such bank is organized or in which the principal office or
applicable lending office of such Bank is located and for any withholding of
income or similar taxes imposed by the United States of America as such Bank
shall determine are payable by, or

                                      -24-

<PAGE>   31

withheld from, such Bank in respect of such amounts so paid to or on behalf of
such Bank pursuant to the preceding sentence and in respect of any amounts paid
to or on behalf of such Bank pursuant to this sentence. The Borrower will
furnish to the Administrative Agent within 45 days after the date the payment of
any Taxes, or any withholding or deduction on account thereof, is due pursuant
to applicable law certified copies of tax receipts, or other evidence
satisfactory to the Bank, evidencing such payment by the Borrower. The Borrower
will indemnify and hold harmless the Administrative Agent and each Bank, and
reimburse the Administrative Agent or such Bank upon its written request, for
the amount of any Taxes so levied or imposed and paid or withheld by such Bank.

                  (b) Each Bank that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes
agrees to provide to the Borrower and the Administrative Agent on or prior to
the Restatement Effective Date, or in the case of a Bank that is an assignee or
transferee of an interest under this Agreement pursuant to Section 12.04 (unless
the respective Bank was already a Bank hereunder immediately prior to such
assignment or transfer and such Bank is in compliance with the provisions of
this Section 4.04(b)), on the date of such assignment or transfer to such Bank,
(i) two accurate and complete original signed copies of Internal Revenue Service
Form 4224 or 1001 (or successor forms) certifying to such Bank's entitlement to
a complete exemption from United States withholding tax with respect to payments
to be made under this Agreement, any Note or any other Credit Document, or (ii)
if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and cannot deliver either Internal Revenue Service Form 1001 or 4224
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit K (any such certificate, a Section 4.04(b)(ii) Certificate) and (y) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8 (or successor form) certifying to such Bank's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement, any Note or any other Credit Document.
In addition, each Bank agrees that from time to time after the Restatement
Effective Date, when a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any material respect, it will
deliver to the Borrower and the Administrative Agent two new accurate and
complete original signed copies of Internal Revenue Service Form 4224 or 1001,
or Form W-8 and a Section 4.04(b)(ii) Certificate, as the case may be, and such
other forms as may be required in order to confirm or establish the entitlement
of such Bank to a continued exemption from or reduction in United States
withholding tax with respect to payments under this Agreement, any Note or any
other Credit Document, or it shall immediately notify the Borrower and the
Administrative Agent of its inability to deliver any such Form or Certificate,
in which case such Bank shall not be required to deliver any such Form or
Certificate pursuant to this Section 4.04(b). Notwithstanding anything to the
contrary contained in Section 4.04(a), but subject to Section 12.04(b) and the
immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or other
similar taxes imposed by the United States

                                      -25-

<PAGE>   32

(or any political subdivision or taxing authority thereof or therein) from
interest, fees or other amounts payable hereunder for the account of any Bank
which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for United States federal income tax purposes and which
has not provided to the Borrower such forms that establish a complete exemption
from such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Bank in
respect of income or similar taxes imposed by the United States or any
additional amounts with respect thereto (I) if such Bank has not provided to the
Borrower the Internal Revenue Service forms required to be provided to the
Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment other
than interest, to a Bank described in clause (ii) above, to the extent that such
forms do not establish a complete exemption from withholding of such taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this Section 4.04 and except as specifically provided for in
Section 12.04(b), the Borrower agrees to pay additional amounts and indemnify
each Bank in the manner set forth in Section 4.04(a) (without regard to the
identity of the jurisdiction requiring the deduction or withholding) in respect
of any Taxes deducted or withheld by it as described in the previous sentence as
a result of any changes after the Restatement Effective Date in any applicable
law, treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of income or
similar Taxes.

                  SECTION 5. CONDITIONS PRECEDENT.

                  5.01 CONDITIONS PRECEDENT TO RESTATEMENT EFFECTIVE DATE. This
Agreement shall become effective on the date (the "Restatement Effective Date")
which is the date on which the following conditions shall first have been
satisfied:

                  (a) EFFECTIVENESS; NOTES. (i) Each of Holdings, the Borrower
         and each Bank shall have executed a copy of this Agreement (whether the
         same or different copies) and shall have delivered same (including by
         way of facsimile transmission of the signature pages hereof) to the
         Administrative Agent at its Notice Office and (ii) there shall have
         been delivered to the Administrative Agent for the account of each Bank
         the appropriate Note or Notes executed by the Borrower, in each case,
         in the amount, maturity and as otherwise provided herein.

                  (b) OPINIONS OF COUNSEL. The Administrative Agent shall have
         received opinions, addressed to the Administrative Agent and each of
         the Banks and dated the Restatement Effective Date, from (i) Jones,
         Day, Reavis & Pogue, special counsel to Holdings and its Subsidiaries,
         which opinion shall cover the matters covered in Exhibit C-1 hereto,
         (ii) Marvin I. Droz, Esq., General Counsel of Holdings, which opinion
         shall cover the matters contained in Exhibit C-2 hereto and (iii) White
         & Case, special counsel to the Banks, which opinion shall cover the

                                      -26-

<PAGE>   33

         matters contained in Exhibit C-3 hereto, all such opinions to be in
         form and substance reasonably satisfactory to the Administrative Agent.

                  (c) CORPORATE PROCEEDINGS. (i) The Administrative Agent shall
         have received from the Borrower (x) a certificate, dated the
         Restatement Effective Date, signed by the President or any
         Vice-President of the Borrower in the form of Exhibit D hereto with
         appropriate insertions and deletions, together with copies of the
         articles of incorporation and the by-laws of the Borrower and the
         resolutions of the Borrower referred to in such certificate and all of
         the foregoing shall be reasonably satisfactory to the Administrative
         Agent and (y) a certificate of its chief financial officer, dated the
         Restatement Effective Date, to the effect that all of the applicable
         conditions set forth in Sections 5.01(f) and (i) and 5.02 have been
         satisfied as of such date.

                  (ii) On the Restatement Effective Date, all corporate and
         legal proceedings and all instruments and agreements in connection with
         the transactions contemplated by this Agreement and the other Credit
         Documents shall be reasonably satisfactory in form and substance to the
         Administrative Agent, and the Administrative Agent shall have received
         all information and copies of all certificates, documents and papers,
         including good standing certificates and any other records of corporate
         proceedings and governmental approvals, if any, which the
         Administrative Agent may have reasonably requested in connection
         therewith, such documents and papers, where appropriate, to be
         certified by proper corporate or governmental authorities.

                  (d) ADVERSE CHANGE, ETC. From March 31, 1997 to the
         Restatement Effective Date, nothing shall have occurred which the
         Administrative Agent or the Required Banks shall reasonably determine
         (i) has, or could reasonably be expected to have, a material adverse
         effect on the rights or remedies of the Banks or the Administrative
         Agent under this Agreement or any other Credit Document, or on the
         ability of the Borrower to perform its obligations to them, or (ii)
         has, or could reasonably be expected to have, a Material Adverse
         Effect.

                  (e) LITIGATION. No actions, suits or proceedings shall be
         pending or, to the knowledge of the Borrower, threatened against
         Holdings or any of its Subsidiaries or any of their assets on the
         Restatement Effective Date (i) with respect to this Agreement or any
         other Credit Document or (ii) which the Administrative Agent or the
         Required Banks shall determine has, or could reasonably be expected to
         have, (x) a Material Adverse Effect or (y) a material adverse effect on
         the rights or remedies of the Banks or the Administrative Agent
         hereunder or under any other Credit Document or on the ability of any
         Credit Party to perform its respective obligations to the Banks
         hereunder or under any other Credit Document.

                                      -27-

<PAGE>   34

                  (f) REFINANCING. On the Restatement Effective Date and
         concurrently with the incurrence of Term C Loans on such date, (x) all
         the proceeds of the Term C Loans shall have been applied to repay
         outstanding principal amount of Revolving Loans outstanding under the
         Original Credit Agreement immediately prior to the Restatement
         Effective Date and (y) all Obligations (including all accrued interest
         and fees whether or not then due and payable but excluding the
         principal amount of all Loans continued outstanding on the Restatement
         Effective Date) owing by the Borrower under the Original Credit
         Agreement on such date shall have been paid in full.

                  (g) ACKNOWLEDGEMENT. Each Credit Party shall have duly
         authorized, executed and delivered an acknowledgement (the
         "Acknowledgement") substantially in the form of Exhibit H hereto.

                  (h) SOLVENCY. The Administrative Agent shall have received
         from the chief financial officer of Holdings a certificate dated the
         Restatement Effective Date in the form of Exhibit I hereto, expressing
         opinions of value and other appropriate facts or information regarding
         the solvency of Holdings and its Subsidiaries taken as a whole.

                  (i) FEES. On or prior to the Restatement Effective Date, the
         Borrower shall have paid to the Administrative Agent and the Banks all
         Fees and expenses agreed upon by such parties to be paid on or prior to
         such date.

                  5.02 CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligation
of the Banks to make each Loan and/or of a Letter of Credit Issuer to issue each
Letter of Credit is subject, at the time thereof, to the satisfaction of the
following conditions:

                  (a) NOTICE OF BORROWING, ETC. The Administrative Agent shall
         have received a Notice of Borrowing meeting the requirements of Section
         1.03 with respect to the incurrence of Loans or a Letter of Credit
         Request meeting the requirement of Section 2.03 with respect to the
         issuance of a Letter of Credit.

                  (b) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of
         each Credit Event and also after giving effect thereto, (i) there shall
         exist no Default or Event of Default and (ii) all representations and
         warranties contained herein or in the other Credit Documents shall be
         true and correct in all material respects with the same effect as
         though such representations and warranties had been made on and as of
         the date of such Credit Event, except to the extent that such
         representations and warranties expressly relate to an earlier date.

                                      -28-

<PAGE>   35

                  The acceptance of the benefits of each Credit Event shall
constitute a representation and warranty by the Borrower to each of the Banks
that all of the applicable conditions specified in Section 5.01 and/or 5.02, as
the case may be, exist as of that time. All of the certificates, legal opinions
and other documents and papers referred to in this Section 5, unless otherwise
specified, shall be delivered to the Administrative Agent for the account of
each of the Banks and, except for the Notes, in sufficient counterparts for each
of the Banks.

                  SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In
order to induce the Banks to enter into this Agreement and to make the Loans,
and/or to issue and/or to participate in the Letters of Credit provided for
herein, each of Holdings and the Borrower makes the following representations
and warranties to, and agreements with, the Banks, all of which shall survive
the execution and delivery of this Agreement and each Credit Event:

                  6.01 CORPORATE STATUS. Each of Holdings and its Subsidiaries
(i) is a duly organized or formed and validly existing corporation, limited
liability company or partnership, as the case may be, in good standing under the
laws of the jurisdiction of its formation and has the organizational power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (ii) has duly qualified and
is authorized to do business in all jurisdictions where it is required to be so
qualified except where the failure to be so qualified would not have a Material
Adverse Effect.

                  6.02 CORPORATE POWER AND AUTHORITY. Each Credit Party has the
corporate or other organizational power and authority to execute, deliver and
carry out the terms and provisions of the Credit Documents to which it is party
and has taken all necessary corporate or other organizational action to
authorize the execution, delivery and performance of the Credit Documents to
which it is party. Each Credit Party has duly executed and delivered each Credit
Document to which it is party and each Credit Document to which it is party
constitutes the legal, valid and binding obligation of each Credit Party
enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors'
rights (including laws and principles applicable to fraudulent transfers) and by
equitable principles (regardless of whether enforcement is sought in equity or
at law).

                  6.03 NO VIOLATION. Neither the execution, delivery and
performance by any Credit Party of the Credit Documents to which it is party nor
compliance with the terms and provisions thereof, nor the consummation of the
loan transactions contemplated therein (i) will contravene any provision of any
law, statute, rule, regulation, order, writ, injunction or decree of any court
or governmental instrumentality applicable to such Credit

                                      -29-

<PAGE>   36

Party or its properties and assets, (ii) will conflict or result in any breach
of, any of the terms, covenants, conditions or provisions of, or constitute a
default under, or (other than pursuant to the Security Documents) result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the property or assets of Holdings or any of its Subsidiaries pursuant to
the terms of any indenture, mortgage, deed of trust, agreement or other
instrument to which Holdings or any of its Subsidiaries is a party or by which
it or any of its property or assets are bound or to which it may be subject or
(iii) will violate any provision of the partnership agreement, certificate of
formation, certificate of incorporation or by-laws, as the case may be, of such
Credit Party.

                  6.04 LITIGATION. There are no actions, suits or proceedings
pending or, to the knowledge of Holdings, threatened with respect to Holdings or
any of its Subsidiaries (i) that have, or could reasonably be expected likely to
have, a Material Adverse Effect or (ii) that have, or could reasonably be
expected to have, a material adverse effect on the rights or remedies of the
Banks or on the ability of any Credit Party to perform its obligations to them
hereunder and under the other Credit Documents.

                  6.05 USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of
all Term C Loans shall be utilized to repay Revolving Loans outstanding under
the Original Credit Agreement immediately prior to the Restatement Effective
Date. The proceeds of Acquisition Loans may only be utilized to finance
Permitted Acquisitions, while the proceeds of Working Capital Loans may be
utilized for general corporate purposes, other than to finance Permitted
Acquisitions and/or any other acquisition, provided that the proceeds of
Revolving Loans may not be utilized to fund payments under the guaranties of the
Borrower and Holdings permitted by Section 8.04(f)(C) hereof.

                  (b) No part of the proceeds of any Credit Event will be used
to purchase or carry Margin Stock. Neither any Credit Event, nor the use of the
proceeds thereof, will violate or be inconsistent with the provisions of
Regulation G, T, U or X of the Board of Governors of the Federal Reserve System.

                  6.06 GOVERNMENTAL APPROVALS. No order, consent, approval,
license, authorization, or validation of, or filing (other than filings related
to the perfection of the security interests granted to the Collateral Agent
pursuant to the Security Documents), recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required in
connection with (i) the execution, delivery and performance of any Credit
Document or (ii) the legality, validity, binding effect or enforceability of any
Credit Document.

                  6.07 TRUE AND COMPLETE DISCLOSURE. All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
Holdings, the Borrower or any of its Subsidiaries in writing to the
Administrative Agent or any Bank for

                                      -30-

<PAGE>   37

purposes of or in connection with this Agreement or any transaction contemplated
herein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of such Person in writing to any Bank in connection
with this Agreement will be, true and accurate in all material respects on the
date as of which such information is dated or certified and not incomplete by
omitting to state any material fact necessary to make such information (taken as
a whole) not misleading at such time in light of the circumstances under which
such information was or is provided. The projections and PRO FORMA financial
information prepared by Holdings and the Borrower which are contained in such
materials are based on good faith estimates and assumptions believed by such
Persons to be reasonable at the time made, it being recognized by the Banks that
such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may
differ materially from the projected results. As of the Restatement Effective
Date, there is no fact known to Holdings, the Borrower or any of its
Subsidiaries which has, or could likely have, a Material Adverse Effect which
has not theretofore been disclosed to the Administrative Agent.

                  6.08 FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a) On and as
of the Restatement Effective Date on a PRO FORMA basis after giving effect to
all Indebtedness incurred and to be incurred, and Liens created, and to be
created, by the Credit Parties in connection therewith, (i) the sum of the
assets, at a fair valuation, of Holdings and its Subsidiaries taken as a whole
will exceed their debts, (ii) Holdings and its Subsidiaries taken as a whole
will not have incurred or intended to (and Holdings and the Borrower do not
believe that they will) incur debts beyond their ability to pay such debts as
such debts mature and (iii) Holdings and its Subsidiaries taken as a whole will
have sufficient capital with which to conduct their business. For purposes of
this Section 6.08, "debt" means any liability on a claim, and "claim" means (x)
right to payment whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured; or (y) right to an equitable remedy for
breach of performance if such breach gives rise to a payment, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured.

                  (b) (i) The combined balance sheets of the Borrower and its
affiliates at December 31, 1995 and December 31, 1996, and the related combined
statements of income, changes in equity and cash flows for the fiscal periods
ended as of said dates, which have been examined by Coopers & Lybrand L.L.P.,
independent certified public accountants, copies of each of which have
heretofore been furnished to each Bank, present fairly the financial position of
the respective entities as of the dates of said statements and the results for
the periods covered thereby. All such financial statements have been prepared in
accordance with generally accepted accounting principles and practices
consistently applied except to the extent provided in the notes to said
financial statements. Nothing has occurred since December 31, 1996 that has had
a Material Adverse Effect.

                                      -31-

<PAGE>   38

                  (c) Except as fully reflected in the financial statements and
the notes thereto described in Section 6.08(b), there were as of the Restatement
Effective Date (after giving effect to the Loans made on such date), no material
Contingent Obligations, contingent liability or liability for taxes, or any
long-term lease or unusual forward or long-term commitment, including, without
limitation, interest rate or foreign currency swap or exchange transaction with
respect to Holdings or any of its Subsidiaries which, either individually or in
aggregate, would be material to Holdings and its Subsidiaries taken as a whole,
except as incurred in the ordinary course of business consistent with past
practices subsequent to December 31, 1996.

                  6.09 SECURITY INTERESTS. Once executed and delivered, and
until terminated in accordance with the terms thereof, each of the Security
Documents creates, as security for the obligations purported to be secured
thereby, a valid and enforceable perfected security interest in and Lien on all
of the Collateral subject thereto from time to time, superior to and prior to
the rights of all third Persons (subject in the case of the Mortgages to
Permitted Encumbrances and subject to no other Liens (except that the Security
Agreement Collateral and/or Mortgage Properties may be subject to Permitted
Liens and (in the case of the Mortgaged Properties) Permitted Encumbrances
relating thereto)) in favor of the Collateral Agent for the benefit of the
Banks. No filings or recordings are required in order to perfect the security
interests created under any Security Document except for filings or recordings
required in connection with any such Security Document which shall have been
made, or for which satisfactory arrangements have been made, upon or prior to
the execution and delivery thereof. All mortgage, mortgage recording, stamp,
intangible or other similar taxes required to be paid by any Person under
applicable Legal Requirements or other laws applicable to the Real Property
encumbered by the Mortgages in connection with the execution, delivery,
recordation, filing, registration, perfection or enforcement of the Mortgages
have been paid.

                  6.10 ALL REQUIRED CREDIT DOCUMENTS. As of the date immediately
prior to the Restatement Effective Date, all Persons required under the Original
Credit Agreement to execute and deliver any Credit Document (other than
Mortgages to be delivered pursuant to Section 7.11(a) hereof) shall have
executed and delivered same, each such Credit Document shall be in full force
and effect and all filings and recordings necessary to perfect the Liens, if
any, created thereunder shall have been made.

                  6.11 TAX RETURNS AND PAYMENTS. Each of Holdings and each of
its Subsidiaries has filed all federal income tax returns and all other material
tax returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, other than
those not yet delinquent and except for those contested in good faith. Holdings
and each of its Subsidiaries have paid, or have provided adequate reserves for
the payment of, all federal, state and foreign income taxes applicable for all
prior fiscal years and for the current fiscal year to the Restatement Effective
Date.

                                      -32-

<PAGE>   39

                  6.12 COMPLIANCE WITH ERISA. Each Plan (and each related trust,
insurance contract or fund) is in substantial compliance with its terms and with
all applicable laws, including without limitation ERISA and the Code; each Plan
(and each related trust, if any) which is intended to be qualified under Section
401(a) of the Code has received a determination letter from the Internal Revenue
Service to the effect that it meets the requirements of Sections 401(a) and
501(a) of the Code; no Reportable Event has occurred; no Plan which is a
multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is insolvent or
in reorganization; no Plan has an Unfunded Current Liability; no Plan which is
subject to Section 412 of the Code or Section 302 of ERISA has an accumulated
funding deficiency, within the meaning of such sections of the Code or ERISA, or
has applied for or received a waiver of an accumulated funding deficiency or an
extension of any amortization period, within the meaning of Section 412 of the
Code or Section 303 or 304 of ERISA; all contributions required to be made with
respect to a Plan have been timely made; neither Holdings nor any Subsidiary of
Holdings nor any ERISA Affiliate has incurred any material liability (including
any indirect, contingent or secondary liability) to or on account of a Plan
pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204
or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to
incur any such liability under any of the foregoing sections with respect to any
Plan; no condition exists which presents a material risk to Holdings or any
Subsidiary of Holdings or any ERISA Affiliate of incurring a liability to or on
account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no
proceedings have been instituted to terminate or appoint a trustee to administer
any Plan which is subject to Title IV of ERISA; no action, suit, proceeding,
hearing, audit or investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for benefits) is
pending, expected or threatened; using actuarial assumptions and computation
methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate
liabilities of Holdings and its Subsidiaries and its ERISA Affiliates to all
Plans which are multiemployer plans (as defined in Section 4001(a)(3) of ERISA)
in the event of a complete withdrawal therefrom, as of the close of the most
recent fiscal year of each such Plan, would not exceed $500,000. Each group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) which covers or has covered employees or former employees of Holdings, any
Subsidiary of Holdings, or any ERISA Affiliate has at all times been operated in
compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and
Section 4980B of the Code; no lien imposed under the Code or ERISA on the assets
of Holdings or any Subsidiary of Holdings or any ERISA Affiliate exists or is
likely to arise on account of any Plan; and Holdings and its Subsidiaries do not
maintain or contribute to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) which provides benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or any Plan
the obligations with respect to which could reasonably be expected to have a
material adverse effect on the ability of any Credit Party to perform its
obligations under this Agreement or the other Credit Documents.

                                      -33-

<PAGE>   40

                  6.13 SUBSIDIARIES. On the Restatement Effective Date, the only
direct Subsidiaries of Holdings are the Borrower and Capital Corp. Annex III
hereto lists each Subsidiary of the Borrower (and the direct and indirect
ownership interest of Holdings therein), in each case existing on the
Restatement Effective Date.

                  6.14 INTELLECTUAL PROPERTY, ETC. Holdings, the Borrower and
each of its Subsidiaries has obtained or has the right to use all material
patents, trademarks, servicemarks, trade names, copyrights, licenses and other
rights, free from burdensome restrictions, that are necessary for the operation
of its business as presently conducted and as proposed to be conducted.

                  6.15 ENVIRONMENTAL MATTERS. (a) Holdings, the Borrower and
each of its Subsidiaries is in compliance with all Environmental Laws governing
its business except to the extent that any such failure to comply (together with
any resulting penalties, fines or forfeitures) would not reasonably be expected
to have a Material Adverse Effect. All licenses, permits, registrations or
approvals required for the business of Holdings, the Borrower and each of its
Subsidiaries, as conducted as of the Restatement Effective Date, under any
Environmental Law have been secured and Holdings, the Borrower and each of its
Subsidiaries is in substantial compliance therewith, except for such licenses,
permits, registrations or approvals the failure to secure or to comply therewith
is not reasonably likely to have a Material Adverse Effect. Neither Holdings,
the Borrower nor any of its Subsidiaries is in any respect in noncompliance
with, breach of or default under any applicable writ, order, judgment,
injunction, or decree to which Holdings, the Borrower or such Subsidiary is a
party or which would affect the ability of Holdings, the Borrower or such
Subsidiary to operate any real property and no event has occurred and is
continuing which, with the passage of time or the giving of notice or both,
would constitute noncompliance, breach of or default thereunder, except in each
such case, such noncompliance, breaches or defaults as would not reasonably be
expected to, in the aggregate, have a Material Adverse Effect. There are as of
the Restatement Effective Date no Environmental Claims pending or, to the best
knowledge of Holdings and the Borrower, threatened wherein an unfavorable
decision, ruling or finding would reasonably be expected to have a Material
Adverse Effect. There are no facts, circumstances, conditions or occurrences on
any Real Property now or at any time owned, leased or operated by Holdings, the
Borrower or any of its Subsidiaries or, to the knowledge of Holdings and the
Borrower, on any property adjacent to any such Real Property that could
reasonably be expected (i) to form the basis of an Environmental Claim against
Holdings, the Borrower or any of its Subsidiaries or any Real Property of
Holdings, the Borrower or any of its Subsidiaries, or (ii) to cause such Real
Property to be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law, except in
each such case, such Environmental Claims or restrictions that individually or
in the aggregate would not reasonably be expected to have a Material Adverse
Effect.

                                      -34-

<PAGE>   41

                  (b) Except as disclosed on Annex IX, as of the Restatement
Effective Date there are no underground storage tanks located on any Real
Property owned, leased or operated by Holdings, the Borrower or any of its
Subsidiaries.

                  6.16 PROPERTIES. Annex IV contains a true and complete list of
each Real Property owned or leased by Holdings, the Borrower or any of its
Subsidiaries on the Restatement Effective Date and the type of interest therein
held by Holdings, the Borrower or the respective Subsidiary. Holdings, the
Borrower and each of its Subsidiaries has good and indefeasible title in fee to
each Real Property owned by it and a valid Leasehold in each Real Property
leased by it free and clear of all Liens and security interests other than the
Liens created pursuant to the Mortgages, Permitted Liens and Permitted
Encumbrances. Holdings, the Borrower and each of its Subsidiaries has received
all material assignments, waivers, consents and other documents, and duly
effected all material recordings, filings and other material actions necessary
to establish, protect and perfect its right, title and interest in and to each
Real Property owned or leased by it.

                  6.17 LABOR RELATIONS; COLLECTIVE BARGAINING AGREEMENTS. There
is (i) no significant unfair labor practice complaint pending against Holdings,
the Borrower or any of its Subsidiaries or, to the knowledge of Holdings and the
Borrower, threatened against any of them, before the National Labor Relations
Board, and no significant grievance or significant arbitration proceeding
arising out of or under any collective bargaining agreement is now pending
against Holdings, the Borrower or any of its Subsidiaries or, to the knowledge
of Holdings and the Borrower, threatened against any of them, (ii) no
significant strike, labor dispute, slowdown or stoppage is pending against
Holdings, the Borrower or any of its Subsidiaries or, to the best knowledge of
Holdings and the Borrower, threatened against Holdings, the Borrower or any of
its Subsidiaries and (iii) to the knowledge of Holdings and the Borrower, no
union representation question exists with respect to the employees of Holdings,
the Borrower or any of its Subsidiaries, except (with respect to any matter
specified in clause (i), (ii) or (iii) above, either individually or in the
aggregate) such as would not reasonably be expected to have a Material Adverse
Effect.

                  6.18 INDEBTEDNESS. Annex V sets forth a true and complete list
of all Indebtedness of the Borrower and each of its Subsidiaries incurred prior
to, but which is to remain outstanding after, the Restatement Effective Date
(collectively, the "Existing Indebtedness"), in each case showing the aggregate
principal amount, amortization and interest rate thereof (and available
commitments, if any, thereunder) and the name of the respective borrower and any
other entity which directly or indirectly guaranteed such debt.

                  6.19 ORIGINAL CREDIT AGREEMENT. All representations and
warranties contained in the Original Credit Agreement and not contained herein
were true and correct in all material respects as of the Restatement Effective
Date.

                                      -35-

<PAGE>   42

                  6.20 CERTAIN MATERIAL AGREEMENTS. Each Management Contract and
each Existing Indebtedness Agreement is in full force and effect in accordance
with its respective terms, without any material default existing thereunder.

                  6.21 THIRD-PARTY RIGHTS. Except as disclosed on Annex X, as of
the Restatement Effective Date, no Person holds any right of first refusal,
option to purchase or lease, buy-out right, right of first offer or other
similar right or option with respect to any portion of the Collateral or any
partnership interest, joint venture interest, membership interest or shareholder
interest owned by Holdings in any of its Subsidiaries.

                  SECTION 7. AFFIRMATIVE COVENANTS. Each of Holdings and the
Borrower hereby covenants and agrees that for so long as this Agreement is in
effect and until such time as the Total Commitment has been terminated, no Notes
are outstanding and the Loans, together with interest, Fees and all other
Obligations hereunder, have been paid in full:

                  7.01 REPORTING REQUIREMENTS. Holdings will furnish to each of
the Banks:

                  (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in
         any event within 90 days after the close of each fiscal year of
         Holdings, the consolidated balance sheet of Holdings and its
         consolidated Subsidiaries as at the end of such fiscal year and the
         related consolidated statements of income, of stockholder's equity and
         of cash flows for such fiscal year, in each case setting forth
         comparative figures for the preceding fiscal year and examined by
         independent certified public accountants of recognized national
         standing whose opinion shall not be qualified as to the scope of audit
         or as to the status of Holdings and its Subsidiaries as a going
         concern, together with a certificate of such accounting firm stating
         that in the course of its regular audit of the business of Holdings and
         its Subsidiaries, which audit was conducted in accordance with
         generally accepted auditing standards, nothing came to the attention of
         such accounting firm which would lead it to believe that any Default or
         Event of Default as they relate to accounting matters has occurred and
         is continuing or if in the opinion of such accounting firm such a
         Default or Event of Default has occurred and is continuing, a statement
         as to the nature thereof, it being understood that the delivery of
         Holdings Form 10-K for any fiscal year or Form 10-Q for any fiscal
         quarter, as the case may be, within the time frame specified in Section
         7.01(a) or (b), respectively, shall satisfy the requirements of Section
         7.01(a) or (b), as the case may be, to the extent covering the
         financial information specified herein or therein.

                  (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and
         in any event within 45 days after the close of each of the first three
         quarterly accounting periods in each fiscal year of Holdings, the
         consolidated balance sheet of Holdings and its

                                      -36-

<PAGE>   43

         consolidated Subsidiaries as at the end of such quarterly period and
         the related consolidated statements of income, of stockholder's equity
         and of cash flows for such quarterly period and for the elapsed portion
         of the fiscal year ended with the last day of such quarterly period, in
         each case setting forth comparative figures for the related periods in
         the prior fiscal year and which shall be certified by the Chief
         Financial Officer or other Authorized Officer of Holdings, subject to
         changes resulting from normal year-end audit adjustments.

                  (c) BUDGET. Not less than 10 days prior to the commencement of
         each fiscal year of Holdings, a preliminary consolidated budget (to be
         followed no later than 30 days after the commencement of such fiscal
         year by a final consolidated budget) of Holdings and its Subsidiaries
         in reasonable detail for each of the four fiscal quarters of such
         fiscal year, as customarily prepared by management for its internal
         use, setting forth, with appropriate discussion, the principal
         assumptions upon which such plans are based.

                  (d) OFFICER'S CERTIFICATES. At the time of (i) the delivery of
         the financial statements provided for in Sections 7.01(a) and (b), a
         certificate of the Chief Financial Officer or other Authorized Officer
         of Holdings to the effect that no Default or Event of Default exists
         or, if any Default or Event of Default does exist, specifying the
         nature and extent thereof, which certificate shall set forth the
         calculations required to establish (I) the Leverage Ratio as at the
         last day of such fiscal year or quarter, as the case may be, and (II)
         whether the Borrower was in compliance with the provisions of Sections
         8.10, 8.11, 8.12, 8.13 and 8.14 as at the end of such fiscal year or
         quarter, as the case may be, (ii) the delivery of the financial
         statements provided for in Section 7.01(a), a certificate of the Chief
         Financial Officer or other Authorized Officer of Holdings setting forth
         the calculations required to establish the amount of Excess Cash Flow
         for the fiscal year of Holdings then last ended and (iii) at the time
         of the consummation of any Permitted Acquisition (in whole or in part)
         that is effected (in whole or in part) by the incurrence of
         Indebtedness by the Borrower or any Subsidiary at a time when the
         Margin Reduction Discount is (or based on the last officer's
         certificate delivered pursuant to clause (d)(i) above will be) greater
         than zero, a certificate of any of the persons specified in clause
         (d)(i) above setting forth the calculations establishing the Leverage
         Ratio after giving effect to the incurrence of such Indebtedness.

                  (e) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any
         event within three Business Days after Holdings or any of its
         Subsidiaries obtains knowledge thereof, notice of (x) the occurrence of
         any event which constitutes a Default or Event of Default, which notice
         shall specify the nature thereof, the period of existence thereof and
         what action Holdings proposes to take with respect thereto and (y) any
         litigation or governmental or regulatory proceeding pending against
         Holdings

                                      -37-

<PAGE>   44

         or any of its Subsidiaries which is likely to have a Material Adverse
         Effect or a material adverse effect on the Collateral or the ability of
         any Credit Party to perform its obligations hereunder or under any
         other Credit Document.

                  (f) AUDITORS' REPORTS. Promptly upon receipt thereof, a copy
         of each other report or "management letter" submitted to Holdings or
         any of its Subsidiaries by their independent accountants or independent
         actuaries in connection with any annual, interim or special audit made
         by them of the books of Holdings or any of its Subsidiaries.

                  (g) ERISA. Promptly upon completion thereof, deliver to each
         of the Banks a complete copy of the annual report (Form 5500) of each
         Plan (including, to the extent required, the related financial and
         actuarial statements and opinions and other supporting statements,
         certifications, schedules and information) required to be filed with
         the Internal Revenue Service. In addition to any certificates or
         notices delivered to the Banks pursuant to the first sentence hereof,
         copies of reports and any material notices received by Holdings, any
         Subsidiary of Holdings or any ERISA Affiliate with respect to any Plan
         shall be delivered to the Banks no later than 10 days after the date
         such report has been filed with the Internal Revenue Service or such
         notice has been received by Holdings, such Subsidiary or such ERISA
         Affiliate, as applicable.

                  (h) ENVIRONMENTAL MATTERS. Promptly upon, and in any event
         within 10 Business Days after, an officer of Holdings, the Borrower or
         any of its Subsidiaries obtains knowledge thereof, notice of one or
         more of the following environmental matters: (i) any pending or
         threatened (in writing) material Environmental Claim against Holdings,
         the Borrower or any of its Subsidiaries or any Real Property owned or
         operated by Holdings, the Borrower or any of its Subsidiaries; (ii) any
         condition or occurrence on or arising from any Real Property owned or
         operated by Holdings, the Borrower or any of its Subsidiaries that (a)
         results in material noncompliance by Holdings, the Borrower or any of
         its Subsidiaries with any applicable Environmental Law or (b) would
         reasonably be expected to form the basis of a material Environmental
         Claim against Holdings, the Borrower or any of its Subsidiaries or any
         such Real Property; (iii) any condition or occurrence on any Real
         Property owned, leased or operated by Holdings, the Borrower or any of
         its Subsidiaries that could reasonably be expected to cause such Real
         Property to be subject to any material restrictions on the ownership,
         occupancy, use or transferability by Holdings, the Borrower or any of
         its Subsidiaries of such Real Property under any Environmental Law; and
         (iv) the taking of any material removal or remedial action in response
         to the actual or alleged presence of any Hazardous Material on any Real
         Property owned, leased or operated by Holdings, the Borrower or any of
         its Subsidiaries as required by any Environmental Law or any

                                      -38-

<PAGE>   45

         governmental or other administrative agency. All such notices shall
         describe in reasonable detail the nature of the Environmental Claim and
         Holdings', the Borrower's or such Subsidiary's response thereto.

                  (i) OTHER INFORMATION. Promptly upon transmission thereof,
         copies of any filings and registrations with, and reports to, the SEC
         by Holdings or any of its Subsidiaries (other than any registration
         statement on Form S-8) and copies of all financial statements, proxy
         statements, notices and reports as Holdings or any of its Subsidiaries
         shall send to analysts generally or to the holders (other than Holdings
         and its Subsidiaries) of their capital stock or of the Indebtedness in
         their capacity as such holders (in each case to the extent not
         theretofore delivered to the Banks pursuant to this Agreement) and,
         with reasonable promptness, such other information or documents
         (financial or otherwise) as the Administrative Agent on its own behalf
         or on behalf of the Required Banks may reasonably request from time to
         time.

                  7.02 BOOKS, RECORDS AND INSPECTIONS. Holdings will, and will
cause each of its Subsidiaries to, permit, upon at least five Business Days'
notice to the Chief Financial Officer or any other Authorized Officer of
Holdings, officers and designated representatives of the Administrative Agent or
the Required Banks to visit and inspect any of the properties or assets of
Holdings and any of its Subsidiaries in whomsoever's possession (but only to the
extent Holdings or such Subsidiary has the right to do so to the extent in the
possession of another Person), and to examine the books of account of Holdings
and any of its Subsidiaries and discuss the affairs, finances and accounts of
Holdings and of any of its Subsidiaries with, and be advised as to the same by,
its and their officers and independent accountants and independent actuaries, if
any, all at such reasonable times and intervals and to such reasonable extent as
the Administrative Agent or the Required Banks may request.

                  7.03 INSURANCE. (a) Holdings will, and will cause each of its
Subsidiaries to, at all times maintain in full force and effect insurance with
reputable and solvent insurers (which may include Subsidiaries which are
licensed insurance carriers) in such amounts and covering such risks and
liabilities as are in accordance with normal industry practice, PROVIDED that
this covenant shall be satisfied in respect of any Mortgaged Property to the
extent the insurance covenants in the related Mortgage are satisfied. Holdings
will, and will cause each of its Subsidiaries to, furnish annually to the
Administrative Agent a summary of the insurance carried.

                  (b) Holdings will, and will cause each of its Subsidiaries to,
at all times keep their respective property insured in favor of the Collateral
Agent, and all policies (including the Mortgage Policies) or certificates (or
certified copies thereof) with respect to, or other evidence acceptable to the
Administrative Agent of, such insurance (and any other insurance maintained by
Holdings or any such Subsidiary) (i) shall be endorsed to the Collateral Agent's
satisfaction for the benefit of the Collateral Agent (including, without

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<PAGE>   46

limitation, by naming the Collateral Agent as loss payee (with respect to
Collateral) or, to the extent permitted by applicable law, as an additional
insured), (ii) shall state that such insurance policies shall not be cancelled
without 30 days' prior written notice thereof (or 10 days' prior written notice
in the case of cancellation for the non-payment of premiums) by the respective
insurer to the Collateral Agent, (iii) shall provide that the respective
insurers irrevocably waive any and all rights of subrogation with respect to the
Collateral Agent and the Banks and (iv) shall be deposited with the Collateral
Agent. In no event shall Holdings be required to deposit the actual insurance
policies with the Collateral Agent. The Administrative Agent shall deliver
copies of any certificates of insurance to a Bank upon such Bank's request.

                  (c) If Holdings or any of its Subsidiaries shall fail to
maintain all insurance in accordance with this Section 7.03, or if Holdings or
any of its Subsidiaries shall fail to so endorse and deposit all policies or
certificates with respect thereto, the Administrative Agent and/or the
Collateral Agent shall have the right (but shall be under no obligation), upon
prior notice to Holdings, to procure such insurance, and Holdings agrees to
reimburse the Administrative Agent or the Collateral Agent, as the case may be,
for all costs and expenses of procuring such insurance.

                  7.04 PAYMENT OF TAXES. Holdings will pay and discharge, and
will cause each of its Subsidiaries to pay and discharge, all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or
profits, or upon any properties belonging to it, prior to the date on which
penalties attach thereto, and all lawful claims (other than claims relating to
the adjustment or settling, in the ordinary course of business, of claims in
respect of insurance policies or reinsurance contracts) which, if unpaid, might
become a Lien or charge upon any properties of Holdings or any of its
Subsidiaries, PROVIDED that neither Holdings nor any of its Subsidiaries shall
be required to pay any such tax, assessment, charge, levy or claim which is
being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with GAAP.

                  7.05 CORPORATE FRANCHISES. Holdings will do, and will cause
each of its Subsidiaries to do, or cause to be done, all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
authority, PROVIDED that any transaction permitted by Section 8.02 will not
constitute a breach of this Section 7.05.

                  7.06 COMPLIANCE WITH STATUTES, ETC. Holdings will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property other than those the non-compliance
with which would not have, and which would not be reasonably expected to

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<PAGE>   47

have, a Material Adverse Effect or a material adverse effect on the Collateral
or the ability of any Credit Party to perform its obligations under any Credit
Document.

                  7.07 GOOD REPAIR. Holdings will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment used or
useful in its business in whomsoever's possession they may be, are kept in good
repair, working order and condition, normal wear and tear excepted, and that
from time to time there are made in such properties and equipment all needful
and proper repairs, renewals, replacements, extensions, additions, betterments
and improvements thereto, to the extent and in the manner customary for
companies in similar businesses.

                  7.08 COMPLIANCE WITH ENVIRONMENTAL LAWS. (a) (i) Holdings will
comply, and will cause each of its Subsidiaries to comply, in all material
respects, with all Environmental Laws applicable to the ownership, lease or use
of all Real Property now or hereafter owned, leased or operated by the Borrower
or any of its Subsidiaries, will promptly pay or cause to be paid all costs and
expenses incurred in connection with such compliance, and will keep or cause to
be kept all such Real Property free and clear of any Liens imposed pursuant to
such Environmental Laws and (ii) neither Holdings, the Borrower nor any of its
Subsidiaries will generate, use, treat, store, release or dispose of, or permit
the generation, use, treatment, storage, release or disposal of, Hazardous
Materials on any Real Property now or hereafter owned, leased or operated by
Holdings, the Borrower or any of its Subsidiaries or transport or permit the
transportation of Hazardous Materials to or from any such Real Property other
than in substantial compliance with applicable Environmental Laws and in the
ordinary course of business. If required to do so under any applicable directive
or order of any governmental agency, Holdings and the Borrower each agrees to
undertake, and cause each of its Subsidiaries to undertake, any clean up,
removal, remedial or other action necessary to remove and clean up any Hazardous
Materials from any Real Property owned, leased or operated by Holdings, the
Borrower or any of its Subsidiaries in accordance with, in all material
respects, the requirements of all applicable Environmental Laws and in
accordance with, in all material respects, such orders and directives of all
governmental authorities, except to the extent that Holdings, the Borrower or
such Subsidiary is contesting such order or directive in good faith and by
appropriate proceedings and for which adequate reserves have been established to
the extent required by GAAP.

                  (b) At the written request of the Administrative Agent or the
Required Banks, which request shall specify in reasonable detail the basis
therefor, at any time and from time to time after the Banks receive notice under
Section 7.01(h) for any event for which notice is required to be delivered for
any Real Property which discloses an Environmental Claim or any potential
requirement for remedial or similar work aggregating in excess of $1,000,000,
the Borrower will provide, at its sole cost and expense, an environmental site
assessment report concerning any such Real Property now or hereafter

                                      -41-

<PAGE>   48

owned, leased or operated by Holdings, the Borrower or any of its Subsidiaries,
prepared by an environmental consulting firm reasonably satisfactory to the
Administrative Agent, indicating the presence or absence of Hazardous Materials
and the potential cost of any removal or remedial action in connection with any
Hazardous Materials on such Real Property. If the Borrower fails to provide the
same within 90 days after such request was made, the Administrative Agent may
order the same, and the Borrower shall grant and hereby grants, to the
Administrative Agent and the Banks and their agents, access to such Real
Property and specifically grants the Administrative Agent and the Banks an
irrevocable non-exclusive license, subject to the rights of tenants, to
undertake such an assessment, all at the Borrower's expense.

                  7.09 END OF FISCAL YEARS; FISCAL QUARTERS. Holdings will, for
financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries' fiscal years to end on December 31 of each year and (ii) each of
its, and each of its Subsidiaries', fiscal quarters to end on March 31, June 30,
September 30 and December 31 of each year.

                  7.10 INTEREST RATE HEDGING. On the Restatement Effective Date,
the Borrower will be party to Interest Rate Agreements, reasonably satisfactory
to the Administrative Agent, establishing a fixed or maximum rate in respect of
an amount equal to at least (x) 60% of Total Indebtedness outstanding on the
Restatement Effective Date less (y) the aggregate principal amount of the CGL
Participations, for a period of years reasonably acceptable to the
Administrative Agent.

                  7.11 ADDITIONAL SECURITY; FURTHER ASSURANCES. (a) No later
than the date which is 30 days after the Restatement Effective Date:

                  (i) the Borrower and its Subsidiaries shall have complied in
full with the provisions of Section 7.11(a) of the Original Credit Agreement
with respect to all Real Property (and related personal property) as to which
Additional Security Documents (as defined in the Original Credit Agreement) were
required to be delivered pursuant to such Section 7.11(a); and

                  (ii) the Collateral Agent shall have received (x) such
         executed amendments (in form and substance reasonably satisfactory to
         the Collateral Agent) to the Existing Mortgages (the Existing Mortgages
         as so amended, if at all, and each mortgage, deed of trust or deeds to
         secure debt delivered pursuant to clause (i) above, each a "Mortgage"
         and collectively the "Mortgages") as the Collateral Agent deems
         necessary or appropriate to give effect to the transactions
         contemplated by this Agreement and counterparts of such amendments
         shall have been recorded in all places where the related original
         Existing Mortgages were filed and (y) such endorsements, if any, to the
         Existing Mortgage Policies as the Collateral Agent deems appropriate
         (as so endorsed, if at all, the "Mortgage Policies"), provided that

                                      -42-

<PAGE>   49

         the executed amendments so delivered to the Collateral Agent with
         respect to Mortgaged Properties located in States where there exists
        substantial mortgage recording taxes will not be so recorded, and
         Mortgage Policy endorsements will not be so obtained with respect to
         such properties, until and unless an Event of Default exists, at which
         time such amendments will be recorded, and such endorsements obtained,
         at the Borrower's expense.

                  (b) The Borrower will give the Collateral Agent not less than
15 days prior written notice of the scheduled closing date for any Permitted
Acquisition by the Borrower or any of its Subsidiaries occurring after the
Restatement Effective Date. Subject to obtaining any consents from third parties
(including third party lessors and co-venturers) necessary to be obtained for
the granting of a Lien on the interests or assets acquired pursuant to any such
Permitted Acquisition (with the Borrower hereby agreeing to use its reasonable
efforts to obtain such consents), the Borrower will, and will cause its
Subsidiaries to, grant the Collateral Agent for the benefit of the Banks
security interests and mortgages (each an "Additional Security Document") in the
interests or properties (other than (I) any Real Property and related personal
property assets acquired by a joint venture with the proceeds of equity
investments made by the Borrower or a Subsidiary to the extent such equity
investments are pledged to the Collateral Agent and (II) any Real Property and
related personal property assets acquired with the proceeds of, and securing, or
subject to assumed, Non-Recourse Debt and those constituting expansions of
existing facilities subject to mortgages in favor of other Persons) as are
acquired after the Restatement Effective Date by the Borrower or such Subsidiary
with the proceeds of Acquisition Loans and as may be requested from time to time
by the Administrative Agent or the Required Banks, as additional security for
the Obligations. Each Additional Security Document shall be granted pursuant to
documentation reasonably satisfactory in form and substance to the
Administrative Agent and shall constitute a valid and enforceable perfected Lien
upon the interests or properties so acquired, superior to and prior to the
rights of all third Persons and subject to no other Liens except those permitted
by Section 8.03 or otherwise agreed by the Administrative Agent at the time of
perfection thereof and such other encumbrances as may be set forth in the
mortgage policy, if any, relating to such Additional Security Document which
shall be delivered to the Collateral Agent together with such Additional
Security Document and which shall be reasonably satisfactory in form and
substance to the Collateral Agent. The Additional Security Document or
instruments related thereto shall have been duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens created thereby required to be granted pursuant to the
Additional Security Document and all taxes, fees and other charges payable in
connection therewith shall have been paid in full.

                  (c) Holdings and the Borrower will, and will cause each of
their respective Subsidiaries to, at the expense of the Borrower, make, execute,
endorse, acknowledge, file and/or deliver to the Collateral Agent from time to
time such conveyances, financing

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<PAGE>   50

statements, transfer endorsements, powers of attorney, certificates, and other
assurances or instruments and take such further steps relating to the Collateral
covered by any of the Security Documents as the Collateral Agent may reasonably
require. If at any time the Collateral Agent determines, based on applicable
law, that all applicable taxes (including, without limitation, mortgage
recording taxes or similar charges) were not paid in connection with the
recordation of any Mortgage, the Borrower shall promptly pay the same upon
demand. Furthermore, the Borrower shall cause to be delivered to the Collateral
Agent such opinions of counsel, title insurance, surveys and other related
documents as may be reasonably requested by the Collateral Agent to assure
itself that this Section 7.11 has been complied with, all of which documents
shall be in form and substance reasonably satisfactory to the Collateral Agent.

                  (d) Holdings and the Borrower each agrees that each action
required above by this Section 7.11 shall be completed as soon as practicable,
but in no event later than 60 days after such action is requested to be taken by
the Administrative Agent or the Required Banks.

                  7.12 CORPORATE SEPARATENESS. Holdings and the Borrower will
take, and will cause each of its Subsidiaries to take, all such action as is
necessary to keep the operations of Holdings, the Borrower and its Subsidiaries
separate and apart from those of each Specified Subsidiary, including, without
limitation, ensuring that all customary formalities regarding corporate
existence, including holding regular board of directors' meetings and
maintenance of corporate records, are followed. All financial statements of
Holdings and its Subsidiaries provided to creditors will clearly evidence the
corporate separateness of Holdings and its other Subsidiaries from each
Specified Subsidiary. Finally, neither Holdings nor any of its other
Subsidiaries will take any action, or conduct its affairs in a manner which is
likely to result in the corporate existence of a Specified Subsidiary on the one
hand, and Holdings and its other Subsidiaries on the other, being ignored, or in
the assets and liabilities of Holdings or any of its other Subsidiaries being
substantively consolidated with those of a Specified Subsidiary in a bankruptcy,
reorganization or other insolvency proceeding. No action or indemnity expressly
permitted by this Agreement will breach this covenant.

                  7.13 ERISA. As soon as possible and, in any event, within ten
(10) days after Holdings, any Subsidiary of Holdings or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, Holdings
will deliver to each of the Banks a certificate of the chief financial officer
of Holdings setting forth the full details as to such occurrence and the action,
if any, that Holdings, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by Holdings, the Subsidiary, the ERISA Affiliate, the PBGC, a
Plan participant or the Plan administrator with respect thereto: that a
Reportable Event has occurred; that an accumulated funding deficiency, within
the meaning of Section 412 of the

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<PAGE>   51

Code or Section 302 of ERISA, has been incurred or an application may be or has
been made for a waiver or modification of the minimum funding standard
(including any required installment payments) or an extension of any
amortization period under Section 412 of the Code or Section 303 or 304 of ERISA
with respect to a Plan; that any contribution required to be made with respect
to a Plan has not been timely made; that a Plan has been or may be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA; that a
Plan has an Unfunded Current Liability; that proceedings may be or have been
instituted to terminate or appoint a trustee to administer a Plan which is
subject to Title IV of ERISA; that a proceeding has been instituted pursuant to
Section 515 of ERISA to collect a delinquent contribution to a Plan; that
Holdings, any Subsidiary of Holdings or any ERISA Affiliate will or may incur
any liability (including any indirect, contingent, or secondary liability) to or
on account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under
Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or
502(l) of ERISA or with respect to a group health plan (as defined in Section
607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the
Code; or that Holdings or any Subsidiary of Holdings may incur any material
liability pursuant to any employee welfare benefit plan (as defined in Section
3(1) of ERISA) that provides benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or any Plan.

                  SECTION 8. NEGATIVE COVENANTS. Each of Holdings and the
Borrower hereby covenants and agrees that for so long as this Agreement is in
effect and until such time as the Total Commitment has been terminated, no Notes
remain outstanding and the Loans, together with interest, Fees and all other
Obligations incurred hereunder are paid in full:

                  8.01 CHANGES IN BUSINESS. Holdings will not, and will not
permit the Borrower or any of its Subsidiaries to, engage in any significant
business or activities in any industries or business segments, other than the
business and activities conducted by Holdings and its Subsidiaries (taken as a
whole) on the Restatement Effective Date in the business segments and industries
described in [the Registration Statement,] and other businesses and activities
related or incidental thereto.

                  8.02 CONSOLIDATION, MERGER OR SALE OF ASSETS, ETC. Holdings
will not, and will not permit any Subsidiary to, wind up, liquidate or dissolve
its affairs, or enter into any transaction of merger or consolidation or sell or
otherwise dispose of any of its property or assets (but excluding any sale or
disposition of obsolete or excess FF&E or excess land in the ordinary course of
business), or purchase, lease or otherwise acquire (in one transaction or a
series of related transactions) all or any part of the property or assets of any
Person (excluding any purchases, leases or other acquisitions of property or
assets

                                      -45-

<PAGE>   52

in, and for use in, the ordinary course of business) or agree to do any of the
foregoing at any future time, except that the following shall be permitted:

                  (a)  capital expenditures by the Borrower and its
         Subsidiaries;

                  (b)  the investments permitted pursuant to Section 8.05;

                  (c) (i) the merger or consolidation of any Subsidiary
         Guarantor (other than Capital Corp) with or into the Borrower or
         another Subsidiary Guarantor (other than Capital Corp) or the
         liquidation or dissolution of any Subsidiary that is not a Material
         Subsidiary or a Specified Subsidiary or (ii) the transfer or other
         disposition of any property (other than the Capital Note) by the
         Borrower to any Subsidiary Guarantor or by any Subsidiary Guarantor to
         the Borrower or any other Subsidiary Guarantor, provided that all Liens
         granted pursuant to the Security Documents on any property or assets
         involved in any of the foregoing transactions shall remain in full
         force and effect (with the same priority as they would have if such
         transfer pursuant to this clause (ii) had not occurred), either as a
         result of any such transfer being made subject to such Liens or as a
         result of the surviving or transferee entity executing and delivering
         new Security Documents, in each case to the satisfaction of the
         Administrative Agent;

                  (d) the Borrower or any Subsidiary Guarantor (other than
         Capital Corp) (or to the extent limited to one Permitted Acquisition,
         any NRD Borrower) may make Permitted Acquisitions provided that at
         least 15 days prior to the date of such acquisition, the Borrower shall
         have delivered to the Administrative Agent an officer's certificate
         executed by an authorized officer of the Borrower, which certificate
         shall (i) contain the date such Permitted Acquisition is scheduled to
         be consummated, (ii) contained the estimated purchase price of such
         Permitted Acquisition, (iii) contain a description of the property
         and/or assets acquired in connection with such Permitted Acquisition
         (including 12 months prior financial data relating thereto), (iv)
         demonstrate that at the time of making any such Permitted Acquisition
         the covenants contained in Sections 8.10, 8.11, 8.12, 8.13 and 8.14
         shall be complied with on a PRO FORMA basis as if the properties and/or
         assets so acquired had been owned by the Borrower, and the Indebtedness
         assumed and/or incurred to acquire and/or finance same has been
         outstanding, for the 12 month period immediately preceding such
         acquisition (without giving effect to any credit for unobtained or
         unrealized gains in connection with such Permitted Acquisition), (v) to
         the extent applicable, confirms that the Borrower has performed
         physical inspections, including, without limitation, Phase I
         environmental assessments (a copy of which shall be delivered to the
         Administrative Agent with such certificate), which demonstrate that the
         representations and warranties of the Borrower contained in this
         Agreement (including those set forth in Section 6.15)

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<PAGE>   53

         shall be true and correct after giving effect to such Permitted
         Acquisition, (vi) except in the case of a Permitted Acquisition of a
         Non-Managed Hotel, confirms that the hotel property acquired pursuant
         to such Permitted Acquisition (or owned by the partnership in which
         interests have been acquired or to which loans and/or advances have
         been made pursuant to such Permitted Acquisition) is to be managed by
         the Borrower and (vii) attach thereto a true and correct copy of the
         then proposed purchase agreement or similar agreement, partnership
         agreement, lease and/or management contract entered into in connection
         with such Permitted Acquisition;

                  (e) the Borrower or any of its Subsidiaries may sell any hotel
         property, land or building and/or any capital stock and/or equity
         interests of any Person that owns such hotel property, land or
         building, provided that after giving effect to such sale the covenants
         contained in Sections 8.10, 8.11, 8.12, 8.13 and 8.14 shall be complied
         with on a PRO FORMA basis as if such hotel property, land or building
         so sold had not been owned by the Borrower and/or any of its
         Subsidiaries for the 12- month period immediately preceding such sale;

                  (f) the Borrower or any of its Subsidiaries (other than an NRL
         Subsidiary) may enter into leases of property or assets not
         constituting Permitted Acquisitions in the ordinary course of business
         not otherwise in violation of this Agreement and to the extent not
         prohibited by Section 8.06(b);

                  (g) the Borrower and its Subsidiaries (other than any
         Specified Subsidiary) may purchase or otherwise acquire any property or
         assets of any Person (other than pursuant to Permitted Acquisitions),
         PROVIDED that (x) such purchases or acquisitions are made with funds
         other than the proceeds of Loans and Non-Recourse Debt, (y) no Default
         or Event of Default exists at the time thereof or after giving effect
         thereto and (z) after giving effect thereto, Section 8.01 is complied
         with;

                  (h) the Borrower and its Subsidiaries may sell or discount
         accounts receivable in the ordinary course of business consistent with
         past practices, but only in connection with the collection or
         compromise thereof, so long as the aggregate outstanding face amount of
         accounts receivable sold or discounted at any time does not exceed
         $5,000,000; and

                  (i) any NRL Subsidiary may enter into leases of hotel
         properties in connection with obtaining, or as a method of effectively
         obtaining, the benefits of (and entered in lieu of) a Management
         Contract relating to the hotel properties which are the subject of such
         leases, PROVIDED that any such lease shall not be guaranteed (or
         otherwise supported) directly or indirectly by Holdings, the Borrower,
         any Subsidiary Guarantor or any other Subsidiary (other than the NRL

                                      -47-

<PAGE>   54

         Subsidiary entering into same) except that (x) the documentation
         governing any such lease may contain provisions relating to customary
         indemnities from the Borrower or a Subsidiary Guarantor for fraud, use
         of proceeds and environmental matters or as are otherwise reasonably
         acceptable to the Administrative Agent and (y) the Borrower may incur
         guaranties and other Contingent Obligations in respect of such leases
         to the extent permitted by Section 8.04(f)(A)(z).

To the extent the Required Banks (or all of the Banks as shall be required by
Section 12.12) waive the provisions of this Section 8.02 with respect to the
sale, transfer or other disposition of any Collateral, or any Collateral is
sold, transferred or disposed of as permitted by this Section 8.02, (i) such
Collateral shall be sold, transferred or disposed of free and clear of the Liens
created by the respective Security Document; (ii) if such Collateral includes
all of the capital stock of a Subsidiary Guarantor, such capital stock shall be
released from the Pledge Agreement and such Subsidiary shall be released from
the Subsidiary Guaranty; and (iii) the Administrative Agent and the Collateral
Agent shall be authorized to take actions deemed appropriate by them in order to
effectuate the foregoing.

                  8.03 LIENS. Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of Holdings or any such Subsidiary whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable or notes with recourse to Holdings or
any of its Subsidiaries) or assign any right to receive income, or file or
permit the filing of any financing statement under the UCC or any other similar
notice of Lien under any similar recording or notice statute, except:

                  (a) Liens for taxes not yet delinquent or Liens for taxes
         being contested in good faith and by appropriate proceedings for which
         adequate reserves (in the good faith judgment of the management of
         Holdings) have been established;

                  (b) Liens in respect of property or assets imposed by law
         which were incurred in the ordinary course of business, such as
         carriers', warehousemen's, materialmen's and mechanics' Liens and other
         similar Liens arising in the ordinary course of business, which do not
         in the aggregate materially detract from the value of such property or
         assets or materially impair the use thereof in the operation of the
         business of Holdings or any Subsidiary;

                  (c) Liens created by this Agreement or the other Credit
         Documents;

                  (d) Liens in existence on the Initial Borrowing Date which (x)
         are listed, and the property subject thereto on the Initial Borrowing
         Date described, in Annex

                                      -48-

<PAGE>   55

         VI, without giving effect to any extensions or renewals thereof or (y)
         are otherwise permitted under this Section 8.03;

                  (e) Liens arising from judgments, decrees or attachments in
         circumstances not constituting an Event of Default under Section 9.08;

                  (f) Liens (other than any Lien imposed by ERISA) incurred or
         deposits made in the ordinary course of business in connection with
         workers' compensation, unemployment insurance and other types of social
         security, or to secure the performance of tenders, statutory
         obligations, surety and appeal bonds, bids, leases, government
         contracts, performance and return-of-money bonds and other similar
         obligations incurred in the ordinary course of business (exclusive of
         obligations in respect of the payment for borrowed money);

                  (g) Leases or subleases granted to others not interfering in
         any material respect with the business of Holdings or any of its
         Subsidiaries and any interest or title of a lessor under any lease not
         in violation of this Agreement;

                  (h) Easements, rights-of-way, restrictions, minor defects or
         irregularities in title and other similar charges or encumbrances not
         interfering in any material respect with the ordinary conduct of the
         business of Holdings or any of its Subsidiaries;

                  (i) Liens arising from financing statements regarding leases
         not in violation of this Agreement;

                  (j) Liens securing Non-Recourse Debt to the extent such Liens
         do not attach to any property or assets other than the property or
         asset financed or refinanced by any such Debt;

                  (k) Liens created by virtue of Capitalized Lease Obligations,
         PROVIDED that such Liens are only in respect of the property or assets
         subject to, and secure only, the respective Capital Lease;

                  (l) Liens (x) placed upon equipment or machinery used in the
         ordinary course of business of the Borrower, any Subsidiary Guarantor
         (other than Capital Corp) or any NRD Borrower at the time of (or within
         180 days after) the acquisition thereof by the Borrower, any such
         Subsidiary Guarantor (other than Capital Corp) or any such NRD Borrower
         to secure Indebtedness incurred to pay all or a portion of the purchase
         price thereof, PROVIDED that the Lien encumbering the equipment or
         machinery so acquired does not encumber any other asset of the Borrower
         or any Subsidiary; or (y) existing on specific tangible assets at the
         time

                                      -49-

<PAGE>   56

         acquired by the Borrower, any Subsidiary Guarantor (other than Capital
         Corp) or any NRD Borrower or on assets of a Person at the time such
         Person first becomes a Subsidiary of the Borrower, PROVIDED that (i)
         any such Liens were not created at the time of or in contemplation of
         the acquisition of such assets or Person by the Borrower or any of its
         Subsidiaries, (ii) in the case of any such acquisition of a Person, any
         such Lien attaches only to specific tangible assets of such Person and
         not assets of such Person generally, (iii) the Indebtedness secured by
         any such Lien does not exceed 100% of the fair market value of the
         asset to which such lien attaches, determined at the time of the
         acquisition of such asset or the time at which such Person becomes a
         Subsidiary of the Borrower (except in the circumstances described in
         clause (y) above to the extent such Liens constituted customary
         purchase money Liens at the time of incurrence entered into in the
         ordinary course of business) and (iv) the Indebtedness secured thereby
         is permitted by Section 8.04(b);

                  (m) Permitted Encumbrances;

                  (n) Liens arising from the transactions permitted by Section
         8.02(h) and attached only to the receivable so sold or discounted; and

                  (o) Liens securing lease obligations of an NRL Subsidiary
         permitted pursuant to Section 8.02(i) to the extent such Liens do not
         attach to any property or assets other than the property or assets
         subject to such leases.

                  8.04 INDEBTEDNESS. Holdings will not, and will not permit any
of its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

                  (a) Indebtedness incurred pursuant to this Agreement and the
         other Credit Documents;

                  (b) Indebtedness incurred on or after the Initial Borrowing
         Date of the Borrower, any Subsidiary Guarantor (other than Capital
         Corp) or any NRD Borrower subject to Liens permitted by Section 8.03(l)
         or constituting Capitalized Lease Obligations, PROVIDED that the
         aggregate principal amount of such Indebtedness and Capitalized Lease
         Obligations under all Capital Leases shall not exceed $6,000,000 at any
         time outstanding;

                  (c) Existing Indebtedness that was outstanding on the Initial
         Borrowing Date without giving effect to any subsequent extension,
         renewal or refinancing thereof;

                  (d) Indebtedness of the Borrower under the Interest Rate
         Agreements entered into pursuant to Section 7.10;

                                      -50-

<PAGE>   57

                  (e) Indebtedness of (x) Holdings to the Borrower to the extent
         the proceeds thereof are promptly utilized to pay administrative and
         reporting costs, (y) the Borrower to Holdings or any Subsidiary
         Guarantor or (z) any Subsidiary Guarantor to the Borrower or any other
         Subsidiary Guarantor, PROVIDED that (x) such Indebtedness shall be
         evidenced by a promissory note which shall be pledged to the Collateral
         Agent pursuant to the Pledge Agreement and (y) no Indebtedness owing to
         or by Capital Corp shall be permitted by this clause (e);

                  (f) Contingent Obligations of (A) the Borrower in respect of
         (x) leases of real property entered into by the Borrower, (y)
         obligations of any Subsidiary Guarantor permitted under this Agreement
         and (z) leases entered into by any NRL Subsidiary permitted by Section
         8.02(i) PROVIDED that the aggregate amount of the Contingent
         Obligations permitted by this clause (z) shall not exceed $3,000,000,
         (B) the Borrower or any Subsidiary in respect of any other Person
         (other than in respect of indebtedness for borrowed money) arising as a
         matter of applicable law because the Borrower or such Subsidiary is or
         is deemed to be a general partner of such other Person and (C) the
         Borrower and Holdings constituting guaranties of the NP Lease
         Obligations of each of New Partnership and New Lessee at any time prior
         to New Partnership and New Lessee, respectively, becoming a Subsidiary
         Guarantor, in each case pursuant to agreements approved by the
         Administrative Agent and in effect on the Restatement Effective Date or
         as subsequently modified with the consent of the Administrative Agent;

                  (g) any NRD Borrower may incur indebtedness ("Non-Recourse
         Debt") to finance or refinance a hotel property acquired pursuant to a
         Permitted Acquisition, PROVIDED that (i) Non-Recourse Debt may only be
         incurred on and after the date on which pro forma annual Consolidated
         EBITDA of Holdings (after giving effect to all Permitted Acquisitions
         then consummated or being consummated) first equals or exceeds
         $70,000,000 (provided that Non-Recourse Debt (I) in excess of
         $50,000,000 may only be incurred at a time when such pro forma
         Consolidated EBITDA of Holdings exceeds $110,000,000 or (II) in excess
         of $100,000,000 may only be incurred at a time when such pro forma
         Consolidated EBITDA of Holdings exceeds $150,000,000), (ii)
         Non-Recourse Debt shall not be guaranteed (or otherwise supported)
         directly or indirectly by Holdings, the Borrower, any Subsidiary
         Guarantor or any other Subsidiary (other than the NRD Borrower
         incurring same) (except that the documentation governing any
         Non-Recourse Debt may contain provisions relating to customary
         indemnities from the Borrower or a Subsidiary Guarantor for fraud, use
         of proceeds and environmental matters or as are otherwise reasonably
         acceptable to the Administrative Agent), (iii) the principal amount of
         any issue of Non-Recourse Debt shall not exceed 65% of the fair market
         value of the property securing such Debt, determined at the time of the
         acquisition of such property by a valuation firm of national standing
         utilizing appraisal

                                      -51-

<PAGE>   58

         standards satisfying the Real Estate Appraisal Reform Amendments of The
         Financial Institution Reform, Recovery and Enforcement Act of 1989, as
         amended, and (iv) the aggregate principal amount of Non-Recourse Debt
         incurred by all NRD Borrowers shall not exceed $140,000,000 at any time
         outstanding;

                  (h) the Borrower or any Subsidiary Guarantor (other than
         Capital Corp) may incur additional Indebtedness other than any guaranty
         or other Contingent Obligation created in respect of Non-Recourse Debt
         (except for the indemnities specifically referred to in clause (g)) in
         an aggregate principal amount not to exceed $10,000,000 at any time
         outstanding;

                  (i) the Borrower may incur Indebtedness evidenced by the
         Capital Note as provided therein; and

                  (j) Permitted Subordinated Debt.

                  8.05 ADVANCES, INVESTMENTS AND LOANS. Holdings will not, and
will not permit any of its Subsidiaries to, lend money or credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any Person, except:

                  (a) Holdings or any of its Subsidiaries may invest in cash and
         Cash Equivalents;

                  (b) the Borrower and its Subsidiaries may acquire and hold
         receivables owing to them in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (c) loans and advances (x) to employees for business-related
         travel expenses, moving expenses and other similar expenses, in each
         case incurred in the ordinary course of business and (y) other than
         loans described on Annex VII, to employees in an aggregate principal
         amount not to exceed $8,000,000 at any time outstanding, shall be
         permitted;

                  (d) to the extent allowed by Section 8.02(c), (d) or (g), and
         the creation of Subsidiaries in compliance with Section 8.15 shall be
         permitted;

                  (e) investments acquired by the Borrower or any of its
         Subsidiaries (x) in exchange for any other investment held by the
         Borrower or any such Subsidiary in connection with or as a result of a
         bankruptcy, workout, reorganization or recapitalization of the issuer
         of such other investment or (y) as a result of a foreclosure by

                                      -52-

<PAGE>   59

         the Borrower or any of its Subsidiaries with respect to any secured
         investment or other transfer of title with respect to any secured
         investment in default;

                  (f) investments of the Borrower in Interest Rate Agreements
         entered into pursuant to Section 7.10;

                  (g) Loans and advances permitted by Section 8.04(e) and/or
         (i); and

                  (h) The investments (other than in Subsidiaries) outstanding
         on the Initial Borrowing Date which are listed on Annex VII hereto
         (without any increase thereto).

                  8.06 CAPITAL EXPENDITURES; LEASES. (a) The Borrower will not
permit the amount expended during any fiscal year for Consolidated Capital
Expenditures to be less than 3% (it being understood and agreed that up to 50%
of such amount may be in the form of a Reserve created during such fiscal year)
but not more than 6% of the aggregate revenues for such fiscal year of all
hotels owned or leased by the Borrower and its Subsidiaries.

                  (b) Holdings will not permit the aggregate payments
(including, without limitation, any property taxes paid by the Borrower and its
Subsidiaries (other than a Specified Subsidiary) as additional rent or lease
payments) by the Borrower and its Subsidiaries (other than a Specified
Subsidiary) on a consolidated basis under agreements in effect as of the Initial
Borrowing Date and/or entered into after the Initial Borrowing Date (including
any such agreement that is an extension, replacement, substitution, or renewal
of any agreement entered into prior to such date) to rent or lease any real or
personal property (exclusive of Capitalized Lease Obligations, NP Lease
Obligations and the HF Lease Obligations) to exceed $4,000,000 in any fiscal
year of Holdings.

                  8.07 PREPAYMENTS OF INDEBTEDNESS, MODIFICATIONS OF AGREEMENTS,
ETC. Holdings will not, and will not permit any of its Subsidiaries to:

                  (a) make (or give any notice in respect thereof) any voluntary
         or optional payment or prepayment or redemption or acquisition for
         value of (including, without limitation, by way of depositing with the
         trustee with respect thereto money or securities before due for the
         purpose of paying when due) or exchange of any Existing Indebtedness,
         the Capital Note or any Permitted Subordinated Debt;

                  (b) amend or modify (or permit the amendment or modification
         of) any of the terms or provisions of or terminate (other than any
         scheduled termination in accordance with the terms thereof) (A) the
         Capital Note and/or any document or agreement governing same or (B) in
         any manner adverse to the interests of the

                                      -53-

<PAGE>   60

         Banks any documents or agreement governing any Existing Indebtedness,
         the CGL Participation or any Permitted Subordinated Debt; and/or

                  (c) amend, modify or change in any manner materially adverse
         to the interests of the Banks the certificate of incorporation
         (including, without limitation, and in any event, by the filing of any
         certificate of designation), partnership agreement, certificate of
         formation or by-laws of any Credit Party, New Partnership, New Lessee
         or SPC or enter into any new agreement with respect to the capital
         stock or equity interests, as the case may be, of any Credit Party, New
         Partnership, New Lessee or SPC (to the extent adverse to the interests
         of the Banks).

                  8.08 DIVIDENDS, ETC. Holdings will not, and will not permit
any Subsidiary to declare or pay any dividends (other than, in the case of
Holdings, dividends payable solely in common stock of Holdings) or return any
capital to, its stockholders, equity holders, members or partners or authorize
or make any other distribution, payment or delivery of property or cash to its
stockholders, equity holders, members or partners, as such, or redeem, retire,
purchase or otherwise acquire, directly or indirectly, for a consideration, any
shares of any class of its capital stock or equity or partnership interests or
membership interests now or hereafter outstanding (or any warrants for or
options or stock appreciation rights in respect of any of such shares), or set
aside any funds for any of the foregoing purposes, or permit any Subsidiary to
purchase or otherwise acquire for consideration any shares of any class of the
capital stock or equity or partnership interests or membership interests of
Holdings or any such Subsidiary, as the case may be, now or hereafter
outstanding (or any options or warrants or stock appreciation rights issued with
respect to such capital stock or membership interests or partnership interests)
(all of the foregoing "Dividends"), except that (i) any Subsidiary of the
Borrower may pay Dividends to the Borrower or to any Subsidiary Guarantor, (ii)
Capital Corp may pay cash Dividends to Holdings so long as Holdings shall
immediately utilize 100% of the proceeds thereof to (x) promptly pay when due
administrative and other customary operating costs and/or (y) make a capital
contribution to the Borrower and (iii) the Borrower may pay cash Dividends to
Holdings so long as Holdings shall immediately utilize 100% of the proceeds
thereof to pay when due administrative and other customary operating costs and
provided that the Interests Exchange will not violate this Section.

                  8.09 TRANSACTIONS WITH AFFILIATES. Holdings will not, and will
not permit any Subsidiary to, enter into any transaction or series of
transactions with any Affiliate (other than, in the case of a Subsidiary,
Holdings, the Borrower or a Subsidiary Guarantor) other than in the ordinary
course of business and on terms and conditions substantially as favorable to
Holdings or such Subsidiary as would be obtainable, in Holdings' reasonable
judgment, by Holdings or such Subsidiary at the time in a comparable
arm's-length trans-

                                      -54-

<PAGE>   61

action with a Person other than an Affiliate except (i) Management Contracts,
(ii) investments permitted by Section 8.06 and (iii) payments made pursuant to
Section 8.09.

                  8.10 LEVERAGE RATIOS. (a) The Borrower will not permit the
ratio of (i) Modified Senior Total Indebtedness as of a date set forth below to
(ii) Modified EBITDA for the Test Period ended on such date to be greater than
the ratio set forth opposite such date below:

<TABLE>
<CAPTION>
                  DATE                                                   RATIO
                  ----                                                   -----
<S>                                                                      <C>
         June 30, September 30 and
         December 31, 1997                                               4.5:1

         March 31, June 30, September 30
         and December 31, 1998, March 31,
         June 30, September 30 and
         December 31, 1999                                               4.25:1

         March 31, June 30, September 30
         and December 31, 2000, March 31,
         June 30, September 30 and
         December 31, 2001                                               4.00:1

         March 31, June 30, September 30
         and December 31, 2002                                           3.75:1

         March 31, 2003 and each
         fiscal quarter thereafter                                       3.50:1
</TABLE>

                  (b) The Borrower will not permit the ratio of (i) Modified
Total Indebtedness as of a date set forth below to (ii) Modified EBITDA for the
Test Period ended on such date to be greater than the ratio set forth opposite
such date below:

<TABLE>
<CAPTION>
                  DATE                                                   RATIO
                  ----                                                   -----
<S>                                                                      <C>
                  June 30, September 30 and
                  December 31, 1997                                      5.25:1

                  March 31, June 30, September 30
                  and December 31, 1998, March 31,
                  June 30, September 30 and
                  December 31, 1999                                      5.00:1
</TABLE>

                                      -55-

<PAGE>   62

<TABLE>
<S>                                                                      <C>
                  March 31, June 30, September 30
                  and December 31, 2000, March 31,
                  June 30, September 30 and
                  December 31, 2001                                      4.75:1

                  March 31, June 30, September 30
                  and December 31, 2002                                  4.50:1

                  March 31, 2003 and each
                  fiscal quarter thereafter                              4.25:1
</TABLE>

                  8.11 MINIMUM EBITDA. Holdings will not permit EBITDA of
Holdings for any Test Period ending on the last day of a fiscal quarter
described below to be less than the amount set forth opposite such fiscal
quarter:

<TABLE>
<CAPTION>
         FISCAL QUARTER                                                         AMOUNT
         --------------                                                         ------
<S>                                                                      <C>
         Ending During 1997                                              $ 95,000,000
         Ending During 1998                                               135,000,000
         Ending During 1999                                               140,000,000
         Ending During 2000                                               145,000,000
         Ending During 2001                                               150,000,000
         Ending During 2002                                               155,000,000
         Ending Thereafter                                                160,000,000
</TABLE>

                  8.12 INTEREST COVERAGE. Holdings will not permit the Interest
Coverage Ratio for any Test Period ending on a date set forth below to be less
than the ratio set forth opposite such date:

<TABLE>
<CAPTION>
                  DATE                                                          RATIO
                  ----                                                          -----
<S>                                                                             <C>
         June 30, September 30
         and December 31, 1997                                                  2.50:1

         March 31, 1998 and each
         fiscal quarter thereafter                                              2.75:1
</TABLE>

                  8.13 CONSOLIDATED NET WORTH. Holdings will not permit
Consolidated Net Worth as of the end of any fiscal quarter of Holdings to be
less than an amount equal to the sum of (x) $190,000,000 plus (y) the aggregate
of 80% (70% for each fiscal quarter ending after December 31, 1998) of Holdings'
Consolidated Net Income, if positive, for

                                      -56-

<PAGE>   63

each fiscal quarter ending after the Initial Borrowing Date and on or prior to
the end of the fiscal quarter as of which Consolidated Net Worth is being
determined plus (z) 60% of each increase to the Consolidated Net Worth of
Holdings resulting from each public offering of the common stock of Holdings
after the Amendment Date.

                  8.14 DEBT SERVICE COVERAGE. (a) Holdings will not permit the
Debt Service Coverage Ratio for any Test Period ending on a date set forth below
to be less than the ratio set forth opposite such date:

<TABLE>
<CAPTION>
                  DATE                                                          RATIO
                  ----                                                          -----
<S>                                                                             <C>
         June 30, September 30 and
         December 31, 1997                                                      2.00:1

         March 31, 1998 and each
         fiscal quarter thereafter                                              2.25:1
</TABLE>

                  (b) Holdings will not permit the Adjusted Debt Service
Coverage for the Test Period ending on the last day of any fiscal quarter to be
less than 1.50:1.

                  8.15 CREATION OF SUBSIDIARIES. On and after the Restatement
Effective Date, Holdings will not, and will not permit any Subsidiary to, create
or acquire any Subsidiary other than (x) a Wholly-Owned Subsidiary that executes
a counterpart of the Subsidiary Guaranty, Pledge Agreement and Security
Agreement or (y) a Specified Subsidiary, to the extent, in each case, that 100%
of the capital stock of such entity (or, in the case of a Specified Subsidiary,
100% of the capital stock, membership interests and/or partnership interests of
such entity owned by Holdings and its Subsidiaries) is pledged to the Collateral
Agent pursuant to the Pledge Agreement, it being acknowledged and agreed by the
Banks that as of the Restatement Effective Date (x) each of New Lessee and New
Partnership is a Subsidiary of the Borrower although not a Wholly-Owned
Subsidiary or a Specified Subsidiary and (y) SPC is a Wholly-Owned Subsidiary
but is not a Credit Party. Upon an entity ceasing to be a Specified Subsidiary,
such entity, unless liquidated, shall become a Subsidiary Guarantor and execute
all documents required by the preceding and following sentences. In addition,
each new Subsidiary Guarantor created as permitted by this Section 8.15 (and New
Partnership and New Lessee on or promptly following the NP Guaranty Commencement
Date) shall execute and deliver, or cause to be executed, all other relevant
documentation of the type described in Section 5.01(m) of the Original Credit
Agreement as such Person would have had to deliver if such Person had been a
Credit Party on the Initial Borrowing Date.

                  8.16 LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES.
Holdings will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise

                                      -57-

<PAGE>   64

cause or suffer to exist or become effective any encumbrance or restriction in
the ability of any such Subsidiary to (a) pay dividends or make any other
distributions on its capital stock or any other interest or participation in its
profits owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness
owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances to
Holdings or any of Holdings' subsidiaries, or (c) transfer any of its property
or assets to Holdings or any of Holdings' Subsidiaries, except for such
encumbrances or restrictions existing under or by reason of (i) applicable law,
(ii) this Agreement and the other Credit Documents, (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest
of Holdings or a Subsidiary of Holdings, (iv) customary provisions restricting
assignment of any licensing agreement entered into by Holdings or any Subsidiary
of Holdings in the ordinary course of business, (v) customary provisions
restricting the transfer of assets subject to Liens permitted under Sections
8.03(j) and (l), (vi) customary provisions restricting assignment of any
Management Contract or Franchise Agreement (as defined in the Security
Agreement), (vii) restrictions governing any of the Non-Recourse Debt of an NRD
Borrower or any lease of an NRL Subsidiary and (viii) restrictions governing New
Partnership and/or New Lessee contained in their organizational documents (to
the extent reviewed by the Administrative Agent and in effect on the Restatement
Effective Date or as thereafter amended with the consent of the Administrative
Agent).

                  8.17 HOLDINGS. Holdings will not engage in any business or
activities other than the ownership of all of the capital stock of Capital Corp
and the Borrower and administrative and reporting activities entitled thereto.
Capital Corp will not engage in any business or activities other than holding
the Capital Note.

                  8.18 SPECIAL RESTRICTIONS. Notwithstanding any other provision
of this Agreement, Holdings will not, without the prior written consent of the
Administrative Agent, permit SPC or Miami Sub to (a) conduct any business or own
any assets, (b) incur any Indebtedness or Liens, (c) transfer, assign, sell or
dispose of any asset, (d) make any investment, loan or advance, (e) receive any
investment, loan or advance made by any Credit Party or any Subsidiary of
Holdings, (f) pay or declare any Dividend or (g) modify any of its
organizational documents except that (A) SPC may (i) own the SPC Voting
Interests and (ii) receive de minimis capital contributions and/or loans from
the Borrower for operating requirements and (B) Miami Sub may (i) own the Miami
Note and Miami Mortgage, (ii) receive de minimis capital contributions and/or
loans from the Borrower for operating purposes and (iii) pay Dividends to the
Borrower with the proceeds of interest payments received by Miami Sub on the
Miami Note.

                  SECTION 9. EVENTS OF DEFAULT. Upon the occurrence of any of
the following specified events (each an "Event of Default"):

                                      -58-

<PAGE>   65

                  9.01 PAYMENTS. The Borrower shall (i) default in the payment
when due of any principal of the Loans or any Florida recording taxes due at the
time of recordation of the Miami Sub Mortgage Assignment or (ii) default, and
such default shall continue for three or more Business Days, in the payment when
due of any interest on the Loans or any Fees or any other amounts owing
hereunder or under any other Credit Document; or

                  9.02 REPRESENTATIONS, ETC. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any statement or certificate delivered or required to be delivered pursuant
hereto or thereto shall prove to be untrue in any material respect on the date
as of which made or deemed made; or

                  9.03 COVENANTS. Holdings or the Borrower shall (i) default in
the due performance or observance by it of any term, covenant or agreement
contained in Section 7.10, 7.11 or 8 or (ii) default in the due performance or
observance by it of any term, covenant or agreement (other than those referred
to in Section 9.01, 9.02 or clause (i) of this Section 9.03) contained in this
Agreement and such default shall continue unremedied for a period of at least 30
days after notice by the Administrative Agent or the Required Banks; or

                  9.04 DEFAULT UNDER OTHER AGREEMENTS. (a) Holdings, the
Borrower or any of its Subsidiaries shall (i) default in any payment with
respect to any Indebtedness (other than the Obligations and/or any non-recourse
Indebtedness), and such default shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such
Indebtedness, or (ii) default in the observance or performance of any agreement
or condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto (and all grace periods
applicable to such observance, performance or condition shall have expired), or
any other event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause any such Indebtedness to become due prior to its stated maturity; or (b)
any such Indebtedness of Holdings, the Borrower or any of its Subsidiaries shall
be declared to be due and payable, or shall be required to be prepaid (other
than by a regularly scheduled required prepayment or redemption or as a
mandatory prepayment or redemption (unless such required or mandatory prepayment
or redemption results from a default thereunder or an event of type that
constitutes an Event of Default hereunder)), PROVIDED that it shall not
constitute an Event of Default pursuant to this Section 9.04 unless the
aggregate amount of all Indebtedness referred to in clauses (a) and (b) above
exceeds $5,000,000 at any one time; or

                  9.05 BANKRUPTCY, ETC. Holdings, the Borrower or any of its
Material Subsidiaries shall commence a voluntary case concerning itself under
Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in
effect, or any successor thereto

                                      -59-

<PAGE>   66

(the "Bankruptcy Code"); or an involuntary case is commenced against Holdings,
the Borrower or any of its Material Subsidiaries and the petition is not
controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
Holdings, the Borrower or any of its Material Subsidiaries; or Holdings, the
Borrower or any of its Material Subsidiaries commences (including by way of
applying for or consenting to the appointment of, or the taking of possession
by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator
(collectively, a "conservator") of itself or all or any substantial portion of
its property) any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency, liquidation,
rehabilitation, conservatorship or similar law of any jurisdiction whether now
or hereafter in effect relating to Holdings, the Borrower or any of its Material
Subsidiaries; or any such proceeding is commenced against Holdings, the Borrower
or any of its Material Subsidiaries to the extent such proceeding is consented
to by such Person or remains undismissed for a period of 60 days; or Holdings,
the Borrower or any of its Material Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or Holdings, the Borrower or any of its Material
Subsidiaries suffers any appointment of any conservator or the like for it or
any substantial part of its property which continues undischarged or unstayed
for a period of 60 days; or Holdings, the Borrower or any of its Material
Subsidiaries makes a general assignment for the benefit of creditors; or any
corporate action is taken by Holdings, the Borrower or any of its Material
Subsidiaries for the purpose of effecting any of the foregoing; or

                  9.06 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof under Section 412 of
the Code or Section 302 of ERISA or a waiver of such standard or extension of
any amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, any Plan
which is subject to Title IV of ERISA shall have had or is likely to have a
trustee appointed to administer such Plan, any Plan which is subject to Title IV
of ERISA is, shall have been or is likely to be terminated or to be the subject
of termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan has not
been timely made, Holdings, or any Subsidiary of Holdings or any ERISA Affiliate
has incurred or is likely to incur any liability to or on account of a Plan
under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or
4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a
group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2)
of the Code) under Section 4980B of the Code, or Holdings, or any Subsidiary of
Holdings has incurred or is likely to incur liabilities pursuant to one or more
employee welfare benefit plans (as defined in Section 3(1) of ERISA) that
provide benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or Plans; (b) there shall result from any such
event or events the imposition

                                      -60-

<PAGE>   67

of a lien, the granting of a security interest, or a liability or a material
risk of incurring a liability; and (c) such lien, security interest or
liability, individually, and/or in the aggregate, in the opinion of the Required
Banks, has had, or could reasonably be expected to have, a Material Adverse
Effect; or

                  9.07 SECURITY DOCUMENTS. (a) Any Security Document shall cease
to be in full force and effect (other than upon termination thereof in
accordance with its terms), or shall cease to give the Collateral Agent the
Liens purported to be created thereby in favor of the Collateral Agent or (b)
any Credit Party shall default in the due performance or observance of any
material term, covenant or agreement on its part to be performed or observed
pursuant to any Security Document and such default shall continue beyond any
cure or grace period specifically provided for in such Security Document; or

                  9.08 JUDGMENTS. One or more judgments or decrees shall be
entered against Holdings, the Borrower and/or any of its Subsidiaries involving
a liability (not paid or fully covered by insurance) of $5,000,000 or more in
the aggregate for all such judgments and decrees for Holdings, the Borrower and
its Subsidiaries and any such judgments or decrees shall not have been vacated,
discharged or stayed or bonded pending appeal within 60 days from the entry
thereof; or

                  9.09 ENVIRONMENTAL MATTERS. Any Hazardous Materials shall have
been at any time (i) generated, used, treated or stored on, or transferred to or
from, any Real Property of Holdings or any of its Subsidiaries or (ii) released
on any such Real Property in violation of Environmental Laws, in each case where
such occurrence or event has had, or is reasonably likely to have, a Material
Adverse Effect; or

                  9.10 GUARANTY. Any Guaranty or Assumption, or any provision of
any thereof, shall cease to be in full force or effect, or any Guarantor or
Assuming Party, or any Person acting by or on behalf of such Guarantor or
Assuming Party, shall deny or disaffirm such Guarantor's obligations under such
Guaranty or Assuming Party's obligations under such Assumption, as the case may
be, or any Guarantor shall default in the due performance or observance of any
material term, covenant, or agreement on its part to be performed or observed
pursuant to the relevant Guaranty;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Banks, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent or any Bank to enforce its claims against the Borrower,
except as otherwise specifically provided for in this Agreement (PROVIDED that,
if an Event of Default specified in Section 9.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving

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<PAGE>   68

of any such notice): (i) declare the Total Commitment terminated, whereupon the
Commitment of each Bank shall forthwith terminate immediately and any Commitment
Commission shall forthwith become due and payable without any other notice of
any kind; (ii) declare the principal of and any accrued interest in respect of
all Loans, all Unpaid Drawings and all obligations owing hereunder and
thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower; (iii) enforce, as Administrative Agent (or
direct the Collateral Agent to enforce), any or all of the Liens and security
interests created pursuant to the Security Documents; (iv) direct the escrow
agent under the Miami Sub Escrow to record the Miami Sub Mortgage Assignment (it
being agreed that the Required Banks may, without any action by the
Administrative Agent, direct such escrow agent to make such recordation at any
time); (v) terminate any Letter of Credit which may be terminated in accordance
with its terms; and (vi) direct the Borrower to pay (and the Borrower hereby
agrees that on receipt of such notice or upon the occurrence of an Event of
Default with respect to the Borrower under Section 9.05, it will pay) to the
Collateral Agent an amount of cash equal to the aggregate Stated Amount of all
Letters of Credit then outstanding (such amount to be held as security after the
Borrower's reimbursement obligations in respect thereof).

                  SECTION 10. DEFINITIONS. As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                  "Acknowledgement" shall have the meaning provided in
Section 5.01(g).

                  "Acquisition Loans" shall mean Revolving Loans the proceeds of
which are utilized to make Permitted Acquisitions or to refinance loans or
advances the proceeds of which were utilized to make Permitted Acquisitions.

                  "Acquisition Sublimit" shall mean at any time the Total
Revolving Commitment at such time less $5,000,000.

                  "Additional Security Documents" shall have the meaning
provided in Section 7.11.

                  "Adjusted Debt Service Coverage Ratio" shall mean, for any
Test Period, the ratio of (x) Adjusted EBITDA to (y) Adjusted Total Debt
Service, in each case for such Test Period.

                  "Adjusted EBITDA" shall mean for any period, the sum of (x)
EBITDA of Holdings for such period plus (y) Total Lease Expense for such period
to the extent deducted in determining such EBITDA.

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<PAGE>   69

                  "Adjusted Total Debt Service" shall mean, for any period, the
sum of (x) Total Debt Service for such period plus (y) Total Lease Expense for
such period.

                  "Administrative Agent" shall have the meaning provided in the
first paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 11.09.

                  "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control a
second Person if such first Person possesses, directly or indirectly, the power
(i) to vote 10% or more of the securities having ordinary voting power for the
election of directors or managers of such second Person or (ii) to direct or
cause the direction of the management and policies of such second Person,
whether through the ownership of voting securities, by contract or otherwise.

                  "Agreement" shall mean this Amendment and Restatement to
Credit Agreement, as the same may be from time to time further modified, amended
and/or supplemented.

                  "Amendment" shall mean the Amendment dated as of October 21,
1996 to the Original Credit Agreement.

                  "Amendment Date" shall mean the date on which the Amendment
became effective in accordance with its terms (I.E., October 30, 1996).

                  "Applicable Base Rate Margin" shall mean (i) for Term C Loans,
1.25% and (ii) for all other Loans, 1.00% MINUS the then applicable Margin
Reduction Discount.

                  "Applicable CC Percentage" shall mean (i) .375% at any time
the Applicable Eurodollar Margin (Revolving Loans) is 1.75% or higher and (ii)
 .250% at all other times.

                  "Applicable Eurodollar Margin" shall mean (i) for Term C
Loans, 2.25% and (ii) for all other Loans, 2.00% MINUS the then applicable
Margin Reduction Discount.

                  "Applicable Eurodollar Margin (Revolving Loans)" shall mean at
any time the then Applicable Eurodollar Margin applicable to Revolving Loans.

                  "Asset Sale" shall mean the sale, transfer or other
disposition (including by liquidations of a partnership of the interests therein
of the Borrower or any Subsidiary) by the Borrower or any Subsidiary to any
Person other than the Borrower or any Subsidiary Guarantor of any of their
respective assets (other than (i) sales, transfers or other dispositions of
obsolete or excess FF&E in the ordinary course of business and (ii) sales,

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<PAGE>   70

transfers or other dispositions with Net Cash Proceeds aggregating no more than
$500,000 in any fiscal year).

                  "Assignment Agreement" shall mean an Assignment Agreement
substantially in the form of Exhibit J hereto.

                  "Assuming Party" shall mean each of New Partnership and New
Lessee as party to an Assumption.

                  "Assumption" shall mean each of the assumption agreements
executed by New Lessee and by New Partnership prior to the Restatement Effective
Date, as the same may be amended, modified or supplemented with the consent of
the Administrative Agent.

                  "Authorized Officer" shall mean any executive officer of
Holdings or the Borrower, as the case may be, designated as such in writing to
the Administrative Agent by Holdings or the Borrower, respectively, to the
extent acceptable to the Administrative Agent.

                  "Bank" shall have the meaning provided in the first paragraph
of this Agreement.

                  "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any incurrence of Loans or
to fund its portion of any unreimbursed payment under Section 2.04(c) or (ii) a
Bank having notified the Administrative Agent and/or the Borrower that it does
not intend to comply with the obligations under Section 1.01 and/or Section
2.04(c), in the case of either (i) or (ii) as a result of the appointment of a
receiver or conservator with respect to such Bank at the direction or request of
any regulatory agency or authority.

                  "Bankruptcy Code" shall have the meaning provided in Section
9.05.

                  "Base Rate" shall mean the higher of (x) the rate established
by the Administrative Agent from time to time as the reference rate for short
term commercial loans in U.S. dollars and (y) 1/2 of 1% in excess of the
overnight cost of funds of the Administrative Agent (as determined by the
Administrative Agent in its sole discretion).

                  "Base Rate Loan" shall mean each Loan bearing interest at the
rates provided in Section 1.08(a).

                  "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

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<PAGE>   71

                  "Borrowing" shall mean the incurrence of one Type of Loan
pursuant to a single Facility by the Borrower from all of the Banks having
Commitments with respect to such Facility on a PRO RATA basis on a given date
(or resulting from conversions on a given date), having in the case of
Eurodollar Loans the same Interest Period, PROVIDED that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of any related
Borrowing of Eurodollar Loans.

                  "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day
which shall be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close and
(ii) with respect to all notices and determinations in connection with, and
payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (i) and which is also a day for trading by and
between banks in U.S. dollar deposits in the interbank Eurodollar market.

                  "C Maturity Date" shall mean June 25, 2004.

                  "Capital Corp" shall mean IHC Capital Corporation, a Delaware
corporation.

                  "Capital Lease" as applied to any Person shall mean any lease
of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of that Person.

                  "Capital Note" shall mean the subordinated promissory note
issued by the Borrower and payable to Capital Corp in an aggregate principal
amount equal to the net proceeds of the initial public offering of Holdings
common stock effected at or prior to the Initial Borrowing Date, which Capital
Note shall be pledged to the Collateral Agent pursuant to the Pledge Agreement
to which Capital Corp is party.

                  "Capitalized Lease Obligations" shall mean all obligations
under Capital Leases of the Borrower or any of its Subsidiaries in each case
taken at the amount thereof accounted for as liabilities in accordance with
GAAP.

                  "Cash Equivalents" shall mean (i) securities issued or
directly and fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof (PROVIDED that the full faith and credit of
the United States of America is pledged in support thereof) having maturities of
not more than one year from the date of acquisition, (ii) U.S. dollar
denominated time deposits, certificates of deposit and bankers' acceptances of
(x) any Bank or (y) any bank whose short-term commercial paper rating from S&P
is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the
equivalent thereof (any such bank, an "Approved Bank"), in each case with
maturities of not more

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<PAGE>   72

than one year from the date of acquisition, (iii) commercial paper issued by any
Bank or Approved Bank or by the parent company of any Bank or Approved Bank and
commercial paper issued by, or guaranteed by, any industrial or financial
company with a short-term commercial paper rating of at least A-1 or the
equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody's,
or guaranteed by any industrial company with a long term unsecured debt rating
of at least A or A2, or the equivalent of each thereof, from S&P or Moody's, as
the case may be, and in each case maturing within one year after the date of
acquisition and (iv) investments in money market funds substantially all the
assets of which are comprised of securities of the types described in clauses
(i) through (iii) above.

                  "Cash Proceeds" shall mean, with respect to any Asset Sale,
the aggregate cash payments (including any cash received by way of deferred
payment pursuant to a note receivable issued in connection with such Asset Sale,
other than the portion of such deferred payment constituting interest, but only
as and when so received) received by Holdings, the Borrower and/or any
Subsidiary from such Asset Sale.

                  "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 ET SEQ.

                  "CGL" shall mean Interstone/CGL Partners, L.P., a Delaware
Limited Partnership.

                  "CGL Participation" shall have the meaning provided in the
Original Credit Agreement.

                  "Change of Control" shall mean and include (i) during any
period of two consecutive calendar years, individuals who at the beginning of
such period constituted Holdings' Board of Directors (together with any new
directors whose election by Holdings' Board of Directors or whose nomination for
election by Holding's shareholders was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the directors then in
office, (ii) any Person or group (as such term is defined in Section 13(d)(3) of
the 1934 Act), other than the Fine Family, shall acquire, directly or
indirectly, beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 of
the 1934 Act) of 30% or more, on a fully diluted basis, of the economic or
voting interest in Holdings' capital stock and/or (iii) any "change in control"
or any similar term as defined in any of the indentures, agreements or
instruments governing any Indebtedness of Holdings or any of its Subsidiaries.

                  "Clean-Down Period" shall mean a 30 consecutive day period
which shall commence on or after July 1 of each year and terminate on or before
June 30 of the follow-

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<PAGE>   73

ing year during which the sum of the aggregate outstanding principal amount of
Working Capital Loans plus the Letter of Credit Outstandings do not exceed
$10,000,000 at any time during such period.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and the rulings
issued thereunder. Section references to the Code are to the Code, as in effect
at the Effective Date and any subsequent provisions of the Code, amendatory
thereof, supplemental thereto or substituted therefor.

                  "Collateral" shall mean all of the Collateral as defined in
each of the Security Documents.

                  "Collateral Agent" shall mean the Administrative Agent acting
as collateral agent for the Banks pursuant to the Security Documents.

                  "Commitment" shall mean, with respect to each Bank, such
Bank's Term A Commitment, Term B Commitment, Term C Commitment and Revolving
Commitment, in each case if any.

                  "Commitment Commission" shall have the meaning provided in
Section 3.01(a).

                  "Companies" shall mean and include Trust Leasing, Inc. and
Trust Management, Inc., each a Tennessee corporation.

                  "Consolidated Capital Expenditures" shall mean all
expenditures made by the Borrower and its Subsidiaries for the maintenance of
properties in the ordinary course (and not in connection with acquisitions or
major expansion/renovation programs).

                  "Consolidated Net Income" shall mean for any Person for any
period, the net income (or loss), without deduction for minority interests, of
such Person and its Subsidiaries on a consolidated basis for such period taken
as a single accounting period determined in conformity with GAAP, PROVIDED that
there shall be excluded (i) the income (or loss) of any entity (other than a
Subsidiary) in which any other Person (other than such first Person or any of
its Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to such first Person or any of
its Subsidiaries by any such entity during such period, (ii) the income (or
loss) of any entity accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with such first Person or any of its Subsidiaries or
on which its assets are acquired by such first Person or any of its Subsidiaries
and (iii) the income of any Subsidiary of such Person to the extent that the
declaration or payment of dividends or similar distributions by that

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<PAGE>   74

Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary.

                  "Consolidated Net Worth" shall mean at any time for the
determination thereof all amounts which, in conformity with GAAP, would be
included under the caption "total stockholders' equity" (or any like caption) on
a consolidated balance sheet of Holdings as at such date.

                  "Contingent Obligations" shall mean as to any Person any
obligation of such Person guaranteeing any Indebtedness, leases, dividends or
other obligations ("primary obligations") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, (a) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or supply funds (i) for the purchase
or payment of any such primary obligation or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation, or (d) otherwise to assure or hold harmless the owner of such
primary obligation against loss in respect thereof, PROVIDED, HOWEVER, that the
term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith.

                  "Credit Documents" shall mean this Agreement, the Notes, the
Security Documents, the Assumptions, the Acknowledgement and the Subsidiary
Guaranty.

                  "Credit Event" shall mean the making of any Loans and/or the
issuance of any Letter of Credit.

                  "Credit Lyonnais" shall mean Credit Lyonnais New York Branch.

                  "Credit Party" shall mean Holdings, the Borrower and each
Subsidiary Guarantor.

                  "Debt Service Coverage Ratio" shall mean, for any Test Period,
the ratio of (x) EBITDA of Holdings to (y) the Total Debt Service, in each case
for such Test Period.

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<PAGE>   75

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

                  "Defaulting Bank" shall mean any Bank with respect to which a
Bank Default is in effect.

                  "Dividends" shall have the meaning provided in Section 8.08.

                  "EBIT" shall mean, for any Person for any period, (A) the sum
of the amounts for such period for such Person of (i) Consolidated Net Income,
(ii) provisions for taxes based on income, (iii) Total Interest Expense, (iv)
amortization or write-off of deferred financing costs to the extent deducted in
determining Consolidated Net Income and (v) losses on sales of assets (excluding
sales in the ordinary course of business) and other extraordinary losses and
other one-time non-cash charges LESS (B) gains on sales of assets (excluding
sales in the ordinary course of business) and other extraordinary gains and
other one-time non-cash gains, all as determined for such Person and its
Subsidiaries on a consolidated basis in accordance with GAAP.

                  "EBITDA" shall mean, for any Person for any period, the sum of
the amounts for such period for such Person of (i) EBIT, (ii) depreciation
expense, (iii) amortization expense and (iv) any other non-cash charges, all as
determined for such Person and its Subsidiaries on a consolidated basis in
accordance with GAAP.

                  "Eligible Transferee" shall mean and include a commercial
bank, financial institution or other "accredited investor" (as defined in SEC
Regulation D), in each case which is not a direct competitor of the Borrower or
engaged in the same or similar business as the Borrower, or any of its
respective Subsidiaries or is not an Affiliate of any such competitors of the
Borrower or any of its respective Subsidiaries.

                  "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any Environmental Law or any permit issued under any such law
(hereafter "Claims"), including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

                  "Environmental Law" shall mean any applicable Federal, state,
foreign or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline,

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<PAGE>   76
 binding and enforceable written policy or any rule of common law, and any
binding and enforceable judicial or administrative interpretation thereof,
including any judicial or administrative order, consent, decree or judgment
issued to or rendered against the Borrower or any of its Subsidiaries (in each
of the foregoing cases, now or hereafter in effect and as amended) relating to
the environment, employee health and safety or Hazardous Materials, including,
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33
U.S.C. Section 1251 ET SEQ.; the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ.;
the Safe Drinking Water Act, 42 U.S.C. Sections 300f ET SEQ.; the Oil Pollution
Act of 1990, 33 U.S.C. Section 2701 ET SEQ.; the Emergency Planning and the
Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 ET SEQ.; the Toxic
Substances Control Act, 15 U.S.C. Section 7401 ET SEQ.; and the Occupational
Safety and Health Act, 29 U.S.C. Section 651 ET SEQ. (to the extent it regulates
occupational exposure to Hazardous Materials); and any state and local or
foreign counterparts or equivalents, in each case as now or hereafter in effect
and as amended from time to time.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder. Section references to ERISA are to ERISA, as in
effect at the Effective Date and any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with Holdings or a Subsidiary of Holdings
would be deemed to be a "single employer" (i) within the meaning of Section
414(b),(c), (m) or (o) of the Code or (ii) as a result of Holdings or a
Subsidiary of Holdings being or having been a general partner of such person.

                  "Eurodollar Loans" shall mean each Loan bearing interest at
the rates provided in Section 1.08(b).

                  "Eurodollar Rate" shall mean with respect to each Interest
Period for a Eurodollar Loan, (A) (i) the rate for deposits in U.S. Dollars for
a period equal to such Interest Period which appears on the Telerate Page 3750
as of 11:00 A.M. London time, on the day that is two Business Days prior to the
commencement of such Interest Period or (ii) in the event that the Eurodollar
Rate can not be determined pursuant to the preceding clause (i) (and, in any
event, in respect of all Borrowings of Eurodollar Loans on the Restatement
Effective Date), the offered quotation to first-class banks in the interbank
Eurodollar market by the Administrative Agent for dollar deposits of amounts in
same day funds comparable to the outstanding principal amount of the Eurodollar
Loan of the Administrative Agent for which an interest rate is then being
determined with maturities comparable to the Interest Period to be applicable to
such Eurodollar Loan, determined as of 11:00 A.M. (London time) on the date
which is two Business Days prior to the

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<PAGE>   77

commencement of such Interest Period, in each case divided (and rounded upward
to the next whole multiple of 1/16 of 1%) by (B) a percentage equal to 100%
minus the then stated maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) applicable to any member bank of the Federal Reserve System in respect
of Eurocurrency liabilities as defined in Regulation D (or any successor
category of liabilities under Regulation D).

                  "Event of Default" shall have the meaning provided in
Section 9.

                  "Excess Cash Flow" shall mean, for any period, (x) EBITDA for
such period less (y) the sum, without duplication, of the amount for such period
of (i) Total Interest Expense, (ii) provisions for taxes based on income, (iii)
Consolidated Capital Expenditures other than any thereof made from a Reserve
established prior to such period, (iv) all scheduled principal payments on Total
Indebtedness (including all Scheduled Repayments), (v) all partnership
distributions made by any Subsidiary of the Borrower to any entity that is not a
wholly-owned direct or indirect Subsidiary of the Borrower and (vi) any Reserve
created (including any increase to an existing Reserve) during such period.

                  "Existing Indebtedness" shall have the meaning provided in
Section 6.18.

                  "Existing Letter of Credit" shall have the meaning provided in
Section 2.01(d).

                  "Existing Mortgage" shall mean each Mortgage, as defined in
the Original Credit Agreement, that remains in effect immediately prior to the
Restatement Effective Date.

                  "Existing Mortgage Policies" shall mean the Mortgage Policies,
as defined in the Original Credit Agreement, relating to the Existing Mortgages.

                  "Facility" shall mean either of the credit facilities
established under this Agreement, I.E., the Term A Facility, the Term B
Facility, the Term C Facility or the Revolving Facility.

                  "Facing Fee" shall have the meaning provided in
Section 3.01(c).

                  "Federal Funds Effective Rate" shall mean, for any period, a
fluctuating interest rate equal for each day during such period to the weighted
average of the rates on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quota-

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<PAGE>   78

tions for such day on such transactions received by the Administrative Agent
from three Federal Funds brokers of recognized standing selected by the
Administrative Agent.

                  "Fees" shall mean all amounts payable pursuant to, or referred
to in, Section 3.01.

                  "FF&E" shall mean furniture, fixtures and equipment.

                  "Fine" shall mean Milton Fine, individually and in his
capacity as trustee of the Fine Revocable Trust.

                  "Fine Children Trust" shall mean the three irrevocable trusts
established pursuant to that certain single Irrevocable Trust Agreement, dated
December 15, 1989, for the benefit respectively of the grantors thereof made
among Carolyn Fine Freidman, Sibyl A. Fine King and David J. Fine, as grantors,
and David J. Fine, as trustee.

                  "Fine Family" shall mean, collectively, Fine and the Fine
Children Trust.

                  "Fine Revocable Trust" shall mean the revocable trust
established pursuant to that certain Second Amended and Restated Trust
Agreement, dated November 11, 1994, for the benefit of Milton Fine.

                  "GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect from time to time; it being understood
and agreed that determinations in accordance with GAAP for purposes of Section
8, including defined terms as used therein, are subject (to the extent provided
therein) to Section 12.07(a).

                  "Governmental Authority" shall mean any nation or government,
any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

                  "GP" shall mean Crossroads/Memphis Company, L.L.C., a Delaware
limited liability company and the sole general partner of New Partnership and an
indirect Wholly-Owned Subsidiary of the Borrower.

                  "Guaranties" shall mean the guaranty provided by Holdings
pursuant to Section 13 of this Agreement and the Subsidiary Guaranty.

                  "Guarantor" shall mean Holdings and each Subsidiary Guarantor.

                  "Hazardous Materials" shall mean (a) any petrochemical or
petroleum products, radioactive materials, asbestos in any form that is or could
become friable, urea

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<PAGE>   79

formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
and (b) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"restricted hazardous materials," "extremely hazardous wastes," "restrictive
hazardous wastes," "toxic substances," "toxic pollutants," "contaminants" or
"pollutants," or words of similar meaning and regulatory effect under any
applicable Environmental Law.

                  "HF Lease Obligations" shall mean all obligations of
Subsidiaries under leases in effect as of the Restatement Effective Date (and
renewals and extensions thereof) with Host Funding, Inc. (or one of its
Subsidiaries) as lessor.

                  "Highest Lawful Rate" shall mean, with respect to any
indebtedness owed to any Bank hereunder or under any other Credit Document, the
maximum nonusurious interest rate, if any, that at any time or from time to time
may be contracted for, taken, reserved, charged or received by such Bank with
respect to such indebtedness under the law applicable to any such indebtedness
that is extended by such Bank provided that if there is no such maximum rate for
any Bank then the provisions of Section 12.17 shall be inapplicable to such Bank
and its Loans and the obligations owed it hereunder and under the other Credit
Documents.

                  "Holdings" shall have the meaning provided in the first
paragraph of this Agreement.

                  "IHC" shall mean Interstate Hotels Corporation, a Pennsylvania
corporation.

                  "Indebtedness" of any Person shall mean without duplication
(i) all indebtedness of such Person for borrowed money, (ii) the deferred
purchase price of assets or services which in accordance with GAAP would be
shown on the liability side of the balance sheet of such Person, (iii) the face
amount of all letters of credit issued for the account of such Person and,
without duplication, all drafts drawn thereunder, (iv) all Indebtedness of a
second Person secured by any Lien on any property owned by such first Person,
whether or not such indebtedness has been assumed, (v) all Capitalized Lease
Obligations of such Person, (vi) all obligations of such Person to pay a
specified purchase price for goods or services whether or not delivered or
accepted, I.E., take-or-pay and similar obligations, (vii) all net obligations
of such Person under Interest Rate Agreements and (viii) all Contingent
Obligations of such Person, provided that Indebtedness shall not include trade
payables and accrued expenses, in each case arising in the ordinary course of
business.

                  "Initial Borrowing Date" shall have the meaning provided in
the Original Credit Agreement.

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<PAGE>   80

                  "Interest Coverage Ratio" shall mean, for any Test Period, the
ratio of (x) EBITDA of Holdings to (y) Total Interest Expense of Holdings, in
each case for such Test Period.

                  "Interest Period" with respect to any Loan shall mean the
interest period applicable thereto, as determined pursuant to Section 1.09.

                  "Interest Rate Agreement" shall mean any interest rate swap
agreement, any interest rate cap agreement, any interest rate collar agreement
or other similar agreement or arrangement designed to protect against
fluctuations in interest rates.

                  "Interests Exchange" shall mean the exchange or exchanges of
the Companies' limited partnership interests in New Partnership for common stock
of Holdings as provided for in the NP Acquisition Documents.

                  "Leaseholds" of any Person means all the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Legal Requirements" shall mean all applicable laws, rules,
orders and regulations made by any legislature or government or any governmental
body or regulatory authority having jurisdiction over Holdings or a Subsidiary.

                  "Letter of Credit" shall have the meaning provided in
Section 2.01(a).

                  "Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).

                  "Letter of Credit Issuer" shall mean (i) Credit Lyonnais, (ii)
in respect of each Existing Letter of Credit, the Bank that has issued same as
of the Restatement Effective Date and/or (iii) such other Bank that is
requested, and agrees, to so act by the Borrower and reasonably acceptable to
the Administrative Agent.

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum, without duplication, of (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings.

                  "Letter of Credit Request" shall have the meaning provided in
Section 2.02(a).

                  "Leverage Ratio" shall mean as at any Relevant Determination
Date, the ratio of (i) Modified Total Indebtedness as of such date to (ii)
Modified EBITDA for the Test Period ended on such date.

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<PAGE>   81

                  "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement or any
lease in the nature thereof).

                  "Loan" shall have the meaning provided in Section 1.01.

                  "Management Contracts" shall mean the management contracts
relating to hotels managed by Holdings or any of its Subsidiaries.

                  "Margin Reduction Discount" shall mean zero, provided that the
Margin Reduction Discount shall be increased to .25%, .50%, .625% or .75%, as
the case may be, as specified in clauses (i), (ii), (iii) or (iv) below, at any
time after the Restatement Effective Date, when, and for so long as, the ratio
set forth in such clause has been satisfied as at the Relevant Determination
Date:

                  (i) the Margin Reduction Discount shall be .25% in the event
         that at the Relevant Determination Date the Leverage Ratio is equal to
         or greater than 3.75 to 1 but less than 4.0 to 1;

                 (ii) the Margin Reduction Discount shall be .50 % in the event
         that as at the Relevant Determination Date the Leverage Ratio is equal
         to or greater than 3.5 to 1 but less than 3.75 to 1;

                (iii) the Margin Reduction Discount shall be .625% in the event
         that as at the Relevant Determination Date the Leverage Ratio is equal
         to or greater than 2.5 to 1 but less than 3.5 to 1; or

                 (iv) the Margin Reduction Discount shall be .75% in the event
         that as at the Relevant Determination Date the Leverage Ratio is less
         than 2.5 to 1.

The Leverage Ratio shall be determined (x) for the last day of March, 1997, by
delivery of an officer's certificate of the Borrower to the Administrative Agent
on the Restatement Effective Date; (y) for the last day of a fiscal quarter or
year, by delivery of an officer's certificate of the Borrower to the Banks
pursuant to Section 7.01(d)(i); and (z) for the date of the consummation of any
Permitted Acquisition (in whole or in part) that is effected (in whole or in
part) by the incurrence of Indebtedness by the Borrower or any Subsidiary after
delivery of the officer's certificate referred to in clause (x), by delivery of
an officer's certificate of the Borrower to the Banks pursuant to Section
7.01(d)(iii), in each case setting forth the calculation of the Leverage Ratio.
The Margin Reduction Discount so determined shall apply, except as set forth
below, from the date on which such officer's certificate is delivered to the
Administrative Agent to the earlier of (x) the date on which the next
certificate is delivered to the Administrative Agent pursuant to Section
7.01(d)(i) or

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<PAGE>   82

7.01(d)(iii), as the case may be, and (y) the 45th day (90th day in the case
where the next Section 7.01(d)(i) certificate is to be delivered with year end
financials) following the end of the fiscal quarter in which such first
certificate was delivered to the Administrative Agent.

Notwithstanding anything to the contrary contained above, the Margin Reduction
Discount shall be zero (x) if no officer's certificate has been delivered to the
Banks pursuant to Section 7.01(d) which correctly sets forth the Leverage Ratio
for the Relevant Determination Date or the financial statements upon which any
such calculations are based have not been delivered, until such a certificate
and/or financial statements are delivered and (y) at all times when there shall
exist a violation of Section 9.01 or an Event of Default. It is understood and
agreed that the Margin Reduction Discount as provided above shall in no event be
cumulative and only the Margin Reduction Discount applicable under either clause
(i), (ii), (iii) or (iv), if any, contained in this definition shall be
applicable.

                  "Margin Stock" shall have the meaning provided in
Regulation U.

                  "Material Adverse Effect" shall mean a material adverse effect
on the business, operations, property, assets, liabilities, condition (financial
or otherwise) or prospects of Holdings and its Subsidiaries taken as a whole.

                  "Material Subsidiary" shall mean, at any time, any Subsidiary
of the Borrower that (x) has assets at such time comprising 5% or more of the
consolidated assets of the Borrower and its Subsidiaries or (y) had net income
in the most recently ended fiscal year of the Borrower comprising 5% or more of
the consolidated net income of the Borrower and its Subsidiaries for such fiscal
year.

                  "Member" shall mean IHC Member Corporation, a Delaware
corporation.

                  "Miami Mortgage" shall mean the consolidated mortgage on the
Miami Westin hotel property securing the Miami Note, as in effect on the
Restatement Effective Date and as the same may be amended with the consent of
the Administrative Agent.

                  "Miami Note" shall mean the restated promissory note executed
by the owner of the Miami Westin hotel property in a principal amount of $36
million, as in effect on the Restatement Effective Date and as the same may be
amended with the consent of the Administrative Agent.

                  "Miami Sub" shall mean IHC Miami Mortgage Corporation, a
Delaware corporation.

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<PAGE>   83

                  "Miami Sub Escrow" shall mean the escrow arrangements relating
to the Miami Sub Mortgage Assignment in effect on the Restatement Effective
Date.

                  "Miami Sub Mortgage Assignment" shall mean the assignment by
Miami Sub of the Miami Mortgage that has been placed in the Miami Sub Escrow as
of the Restatement Effective Date.

                  "Minimum Borrowing Amount" shall mean (i) for Base Rate Loans,
$1,000,000 and (ii) for Eurodollar Loans, $5,000,000.

                  "Modified EBITDA" shall mean, for any period, the sum of (i)
EBITDA of Holdings for such period and (ii) the aggregate of the EBITDA of any
business, asset or Person acquired during such period pursuant to a Permitted
Acquisition for the portion of such period prior to the consummation of such
Permitted Acquisition but only to the extent such business or asset is acquired
directly by the Borrower or any Subsidiary or such Person becomes a Subsidiary
of, or is merged into, the Borrower.

                  "Modified Senior Total Indebtedness" shall mean at any time
(x) Modified Total Indebtedness at such time less (y) the outstanding principal
amount of Permitted Subordinated Debt at such time.

                  "Modified Total Indebtedness" shall mean at any time (i) Total
Indebtedness less (ii) the outstanding principal amount up to $30,000,000 in the
aggregate of Non-Recourse Debt included in determining Total Indebtedness.

                  "Moody's" shall mean Moody's Investors Service, Inc. and its
successors.

                  "Mortgage" shall have the meaning provided in Section
7.11(a)(ii) and, after the execution and delivery thereof, shall include each
mortgage constituting an Additional Security Document.

                  "Mortgage Policies" shall have the meaning provided in Section
7.11(a)(ii).

                  "Mortgaged Property" shall mean all Real Property subject to
Mortgages on the Restatement Effective Date and, after the execution and
delivery of any mortgage or deed of trust constituting an Additional Security
Document, shall include the respective Real Property subject thereto but shall
not include after the date of such release any Real Property theretofore a
Mortgaged Property that has been released from the Liens of the Security
Documents in accordance with the terms thereof or of this Agreement.

                  "Net Cash Proceeds" shall mean, with respect to any Asset
Sale, the Cash Proceeds resulting therefrom net of (i) reasonable and customary
expenses of sale incurred

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<PAGE>   84

in connection with such Asset Sale, and other reasonable and customary fees
(other than any commission paid or payable to Holdings or any of its
Subsidiaries) and expenses incurred, and all state, and local taxes paid or
reasonably estimated to be payable by such Person, as a consequence of such
Asset Sale and the payment of principal, premium and interest of Indebtedness
secured by the asset which is the subject of the Asset Sale and required to be,
and which is, repaid under the terms thereof as a result of such Asset Sale,
(ii) amounts of any distributions payable to holders of minority interests in
the relevant Person or in the relevant property or assets and (iii) incremental
income taxes paid or payable as a result thereof.

                  "New Lessee" shall mean Crossroads/Memphis Financing Company,
LLC, a limited liability company (x) in which New Partnership owns all the
equity interests and (y) in respect of which SPC owns the SPC Voting Interests.

                  "New Lessee Leases" shall mean the leases by New Lessee, as
lessee, of 23 hotel properties from EQI Financing Partnership I, L.P., as
lessor, in the form approved by the Administrative Agent prior to the
Restatement Effective Date and as the same may be amended, modified or
supplemented with the consent of the Administrative Agent.

                  "New Partnership" shall mean Crossroads/Memphis Partnership,
L.P., a limited partnership in which the sole general partner is GP and the sole
limited partners are the Companies, or any successor thereto in which the
Borrower and the Subsidiary Guarantors are the sole partners and/or
shareholders.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended.

                  "Non-Defaulting Bank" shall mean each Bank other than a
Defaulting Bank.

                  "Non-Managed Hotel" shall mean the Marriott property located
at Tysons Corner, Virginia and one other hotel property acquired by the Borrower
or a Subsidiary Guarantor after the Initial Borrowing Date and identified at the
time of acquisition as a Non-Managed Hotel by the Borrower to the Administrative
Agent, PROVIDED that such identified Non-Managed Hotel shall be managed by the
Borrower or any of its Subsidiaries from and after the first anniversary of the
consummation of the acquisition of such hotel property.

                  "Non-Recourse Debt" shall have the meaning provided in Section
8.04(g).

                  "Note" shall mean and include each Term Note and each
Revolving Note.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

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<PAGE>   85

                  "Notice of Conversion" shall have the meaning provided in
Section 1.06.

                  "Notice Office" shall mean the office of the Administrative
Agent at 1301 Avenue of the Americas, New York, New York 10019, Attention:
Mischa Zabotin, or such other office as the Administrative Agent may designate
to the Borrower from time to time.

                  "NP Acquisition Documents" shall mean all the agreements and
related documents executed in connection with the consummation of all components
of the acquisition of New Partnership in the form delivered to the
Administrative Agent on or prior to the Amendment Date, and as amended, modified
or supplemented with the consent of the Administrative Agent.

                  "NP Guaranty Commencement Date" shall mean the date on which
the Subsidiary Guaranty, Pledge Agreement and Security Agreement become
effective with respect to New Partnership and to New Lessee as set forth in the
Assumptions executed by New Partnership and New Lessee, I.E., the date, if any,
on which New Partnership becomes a Wholly-Owned Subsidiary.

                  "NP Lease Obligations" shall mean and include (i) all
obligations of New Partnership and/or Crossroads Future Company, LLC (as lessee)
under leases (including any master lease) with Equity Inns Partnership, L.P. and
(ii) all obligations of New Lessee under the New Lessee Leases.

                  "NRD Borrower" shall mean each corporation, limited liability
company or limited partnership (i) at least 94% of the capital stock, or the
value of the membership interests or partnership interests, of which is directly
owned by the Borrower (provided that the general partner interests in any such
limited partnership, may be owned by the respective NRD-GP and the limited
partnership interests in any such limited partnership may be owned by IHC Realty
Partnership, L.P.), (ii) that owns one (but not more than one) hotel property
acquired pursuant to a Permitted Acquisition and (iii) that incurs Non-Recourse
Debt to finance or refinance the acquisition of the property discussed in clause
(ii) above, PROVIDED that (x) if a partnership, the sole general partner (the
"NRD-GP") shall be a corporation that is a direct Wholly-Owned Subsidiary of the
Borrower that has the sole management of such partnership and neither Holdings
nor any of its Subsidiaries (other than such NRD-GP) shall have any liability
for the obligations of such partnership or such general partner (other than
customary indemnities as set forth in Section 8.04(g)) and (y) upon the
repayment in full of such Non-Recourse Debt (other than from the proceeds of
refinancing Non-Recourse Debt), such corporation, limited liability company or
partnership shall cease to be an NRD Borrower.

                                      -79-

<PAGE>   86

                  "NRL Subsidiary" shall mean each corporation, limited
liability company or limited partnership (i) at least 94% of the capital stock,
or the value of the membership interests or partnership interests, of which is
directly owned by the Borrower (provided that the general partner interests in
any such limited partnership, may be owned by the respective NRL-GP and the
limited partnership interests in any such limited partnership may be owned by
IHC Realty Partnership, L.P.); (ii) that enters into a lease or leases permitted
by Section 8.02(i); and (iii) that incurs no Indebtedness (except any such
leases to the extent constituting Indebtedness); PROVIDED that (x) if a
partnership, the sole general partner (the "NRL-GP") shall be a corporation that
is a direct Wholly-Owned Subsidiary of the Borrower that has the sole management
of such partnership and neither Holdings nor any of its Subsidiaries (other than
such NRL-GP) shall have any liability for the obligations of such partnership or
such general partner (other than customary indemnities as set forth in Section
8.04(g)) and (y) upon the termination of all such leases entered into by an NRL
Subsidiary, such corporation, limited liability company or partnership shall
cease to be an NRL Subsidiary.

                  "Obligations" shall mean all amounts, direct or indirect,
contingent or absolute, of every type or description, and at any time existing,
owing to the Administrative Agent or any Bank pursuant to the terms of this
Agreement or any other Credit Document.

                  "Original Credit Agreement" shall have the meaning provided in
the first WHEREAS clause.

                  "Original Effective Date" shall mean the Effective Date as
defined in the Original Credit Agreement.

                  "Participant" shall have the meaning provided in Section
2.04(a).

                  "Payment Office" shall mean the office of the Administrative
Agent at 1301 Avenue of the Americas, New York, New York, Attention: Mischa
Zabotin, or such other office as the Administrative Agent may designate to the
Borrower from time to time.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "Permitted Acquisitions" shall mean and include (i)
expenditures (including the purchase of adjacent land) to expand then existing
hotel facilities located in the United States or Canada to the extent owned by
the Borrower or any Subsidiary Guarantor on the Initial Borrowing Date or
acquired pursuant to a Permitted Acquisition, in an aggregate amount not to
exceed $10,000,000 for all expenditures pursuant to this clause (i); (ii)
advances or credit extensions to, or other investments in, any Person owing a
hotel property located in the United States or Canada made in connection with
the Borrower or any

                                      -80-

<PAGE>   87

Subsidiary Guarantor obtaining a management contact for such hotel property, in
an aggregate amount not to exceed $30,000,000 for all advances, credit
extensions and investments pursuant to this clause (ii), with advances,
extensions and investments in NRL Subsidiaries in an aggregate amount of up to
$5,000,000 to be included as a Permitted Acquisition pursuant to this clause
(ii); and (iii) acquisitions (whether by purchase, lease or otherwise, and
including expenditures for start-up activities and operations and renovations)
of hotel properties (or interests in such properties) located in the United
States or Canada and/or interests in (or the making of advances or credit
extensions to or investments in) partnerships or limited liability companies
owning hotel properties located in the United States or Canada, PROVIDED that
(x) the only Indebtedness that may be incurred by Holdings, the Borrower and its
Subsidiaries to effect a Permitted Acquisition shall be Acquisition Loans and
Non-Recourse Debt, and (y) the aggregate amount that may be expended for all
Permitted Acquisitions in respect of hotel properties and facilities located in
Canada will not exceed $25,000,000 and provided that, in any event, the New
Partnership Acquisition shall constitute a Permitted Acquisition.

                  "Permitted Encumbrances" shall mean, with respect to a Real
Property constituting part of the Collateral, (i) the liens, encumbrances and
other matters disclosed in the Mortgage Policy relating to the Mortgage on such
Real Property or "insured over" or "insured around" to the satisfaction of the
Collateral Agent in such Mortgage Policy, (ii) such other title and survey
exceptions as the Collateral Agent may approve in writing in its reasonable
discretion, and (iii) the Permitted Liens, if any, described in Section 8.03(h)
affecting such Real Property.

                  "Permitted Liens" shall mean Liens described in Section 8.03.

                  "Permitted Subordinated Debt" shall mean subordinated debt of
the Borrower in an aggregate principal amount not to exceed $150 million, having
no stated payment of principal due earlier than the first anniversary of the RF
Maturity Date (or, if later, of the last maturity date for any Loans outstanding
after giving effect to the issuance of such Subordinated Debt) and otherwise
issued on terms satisfactory to the Required Banks, provided that Permitted
Subordinated Debt shall not be issued at any time in excess of that amount which
could have been issued on the last day of the fiscal quarter then last ended
without violating Section 8.10(b) on such date, with Modified Total Indebtedness
determined on such date without any subtraction for Non-Recourse Debt.

                  "Person" shall mean any individual, partnership, joint
venture, firm, corporation, limited liability company, association, trust or
other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.

                  "Plan" shall mean any multiemployer or single-employer plan as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an

                                      -81-

<PAGE>   88

obligation to contribute of) Holdings or a Subsidiary of Holdings or an ERISA
Affiliate, and each such plan for the five year period immediately following the
latest date on which Holdings, or a Subsidiary of Holdings or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan.

                  "Pledge Agreement" shall mean a Pledge Agreement executed by
each Credit Party substantially in the form of Exhibit F hereto as the same may
be amended, modified or supplemented from time to time.

                  "Pledged Securities" shall mean all the Pledged Securities as
defined in the Pledge Agreement.

                  "Prohibited Transaction" shall mean a transaction with respect
to a Plan that is prohibited under Section 4975 of the Code or Section 406 of
ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA.

                  "RCRA" shall mean the Resource Conservation and Recovery Act,
as the same may be amended from time to time, 42 U.S.C. Section 6901 ET SEQ.

                  "Real Property" of any Person shall mean all of the right,
title and interest of such Person in and to land, improvements and fixtures,
including Leaseholds.

                  "Reference Rate" shall mean the rate which the Administrative
Agent establishes from time to time as its reference rate for short term
commercial loans in U.S. dollars, the Reference Rate to change when and as such
reference rate changes. The Reference Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer.
The Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Reference Rate.

                  "Registration Statement" shall mean the registration statement
on form S-1, registration number 1 5507 filed by Holdings with the SEC on
November 5, 1996, together with the Amendments thereto.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing margin requirements.

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<PAGE>   89

                  "Relevant Determination Date" shall mean, at any time, (x) the
last day of the then most recently ended fiscal quarter or year of Holdings with
respect to which an officer's certificate has been, or is required to be,
delivered to the Banks pursuant to Section 7.01(d)(i) and (y) at any time the
Margin Reduction Discount is greater than zero, the last date subsequent to the
date specified in clause (x) on which any Permitted Acquisition was consummated
(in whole or in part) that was effected (in whole or in part) by the incurrence
of Indebtedness by the Borrower or any Subsidiary.

                  "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan other than those events as to which the
30-day notice period is waived under subsection .13, .14, .16, .18, .19 or .20
of PBGC Regulation Section 2615.

                  "Required Banks" shall mean Non-Defaulting Banks whose
outstanding Term Loans and Revolving Commitments (or, if after the Total
Revolving Commitment has been terminated, RF Percentages) aggregate more than
50% of the sum of (i) the total outstanding Term Loans of Non-Defaulting Banks
and (ii) the total Revolving Commitments of Non-Defaulting Banks (or, if after
the Total Revolving Commitment has been terminated, the aggregate RF Percentages
of Non-Defaulting Banks).

                  "Reserve" shall mean for any period any cash reserve
reasonably taken by the Borrower in good faith and in accordance with GAAP (to
the extent applicable thereto) or pursuant to the requirements of any credit
agreement binding on the Borrower and/or any Subsidiary in respect of cash
payments to be made in future periods relating to Consolidated Capital
Expenditures (other than any such Reserve relating to Consolidated Capital
Expenditures not permitted to be made in such period as a result of Section
8.06(a)).

                  "Restatement Effective Date" shall have the meaning provided
in Section 5.01.

                  "Revolving Commitment" shall mean, with respect to each Bank,
the amount set forth opposite such Bank's name in Annex I hereto directly below
the column entitled "Revolving Commitment," as the same may be reduced from time
to time pursuant to Section 3.02, 3.03 and/or 9 or (y) adjusted from time to
time as a result of assignments to or from such Bank pursuant to Section 12.04.

                  "Revolving Facility" shall mean the Facility evidenced by the
Total Revolving Commitment.

                  "Revolving Loan" shall have the meaning provided in Section
1.01(d).

                                      -83-

<PAGE>   90

                  "Revolving Note" shall have the meaning provided in Section
1.05(a).

                  "RF Maturity Date" shall mean June 25, 2003.

                  "RF Percentage" shall mean, at any time for each Bank with a
Revolving Commitment, the percentage obtained by dividing such Bank's Revolving
Commitment by the Total Revolving Commitment, PROVIDED that if the Total
Revolving Commitment has been terminated, the RF Percentage of each Bank shall
be determined by dividing such Bank's Revolving Commitment immediately prior to
such termination by the Total Revolving Commitment immediately prior to such
termination.

                  "S&P" shall mean Standard & Poor's Corporation and its
successors.

                  "Scheduled Repayment" shall have the meaning provided in
Section 4.02(A)(c)(i).

                  "Scheduled RF Reduction" shall have the meaning provided in
Section 3.03(b).

                  "SEC" shall mean the United States Securities and Exchange
Commission.

                  "SEC Regulation D" shall mean Regulation D as promulgated
u00nder the Securities Act of 1933, as amended, as the same may be in effect
from time to time.

                  "Section 4.04(b)(ii) Certificate" shall have the meaning
provided in Section 4.04(b)(ii).

                  "Security Agreement" shall mean a Security Agreement executed
by each Credit Party substantially in the form of Exhibit G hereto as the same
may be amended, modified or supplemented from time to time.

                  "Security Agreement Collateral" shall mean all "Collateral" as
defined in the Security Agreement.

                  "Security Documents" shall mean the Pledge Agreement, the
Security Agreement, the Miami Sub Escrow, the Miami Sub Mortgage Assignment
(once recorded), each Mortgage, each other Additional Security Document and each
security document entered into pursuant to Section 8.02(c).

      "SPC" shall mean Crossroads/Memphis Financing Corporation, a Wholly-
Owned Subsidiary.

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<PAGE>   91

                  "SPC Voting Interests" shall mean the special non-ownership
voting rights (relating, INTER ALIA, to voluntary bankruptcy filings) in respect
of New Lessee that are owned by SPC on the Restatement Effective Date.

                  "Specified Asset Sale" shall mean and include a sale by the
Borrower or any of its Subsidiaries of any assets owned by such Person on May 1,
1997.

                  "Specified Subsidiary" shall mean and include at any time each
NRD Borrower and each NRL Subsidiary existing at such time.

                  "Stated Amount" of each Letter of Credit shall mean the
maximum available to be drawn thereunder (regardless of whether any conditions
for drawing could then be met).

                  "Subsidiary" of any Person shall mean and include (i) any
corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person directly
or indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time. Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Borrower.

                  "Subsidiary Guarantor" shall mean Capital Corp and each
Wholly-Owned Subsidiary that is party to the Subsidiary Guaranty.

                  "Subsidiary Guaranty" shall mean a Guaranty substantially in
the form of Exhibit E hereto as the same may be amended, modified or
supplemented.

                  "Taxes" shall have the meaning provided in Section 4.04.

                  "Term A Commitment" shall mean, with respect to each Bank, the
 amount, if any, set forth opposite such Bank's name in Annex I hereto directly
below the column entitled "Term A Commitment."

                  "Term A Facility" shall mean the Facility evidenced by the
Total Term A Commitment.

                  "Term A Loan" shall have the meaning provided in Section
1.01(a).

                  "Term A Note" shall have the meaning provided in Section
1.05(a).

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<PAGE>   92

                  "Term B Commitment" shall mean, with respect to each Bank, the
amount, if any, set forth opposite such Bank's name in Annex I hereto directly
below the column entitled "Term B Commitment."

                  "Term B Facility" shall mean the Facility evidenced by the
Total Term B Commitment.

                  "Term B Loan" shall have the meaning provided in Section
1.01(b).

                  "Term B Note" shall have the meaning provided in Section
1.05(a)

                  "Term C Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Annex I hereto directly below the
column entitled "Term C Commitment."

                  "Term C Facility" shall mean the Facility evidenced by the
Total Term C Commitment.

                  "Term C Loan" shall have the meaning provided in Section
1.01(c).

                  "Term C Note" shall have the meaning provided in Section
1.05(a).

                  "Term Facility" shall mean and include the Term A Facility,
the Term B Facility and the Term C Facility.

                  "Term Loan" shall mean and include the Term A Loans, the Term
B Loans and the Term C Loans.

                  "Term Note" shall mean and include the Term A Notes, the Term
B Notes and the Term C Notes.

                  "Test Period" shall mean at any time the period (taken as one
accounting period) of four consecutive fiscal quarters then last ended, provided
that the computation of any amount (E.G. EBITDA) for a Test Period that includes
less than four full fiscal quarters commencing on or after the Initial Borrowing
Date shall include such amount for the Borrower, Member and their respective
Subsidiaries on a combined basis for the portion of such Test Period occurring
prior to the Initial Borrowing Date (determined on a basis consistent with the
Borrower's and Member's financial statements and the definitions contained
herein).

                  "TF Maturity Date" shall mean June 25, 2003.

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<PAGE>   93

                  "Total Commitment" shall mean the sum of the Total Term A
Commitment, the Total Term B Commitment, the Total Term C Commitment and the
Total Revolving Commitment.

                  "Total Debt Service" shall mean, for any period, the sum,
without duplication, of the amounts for such period of (i) Total Interest
Expense of Holdings and (ii) all scheduled principal payments on Total
Indebtedness (including all Scheduled Repayments).

                  "Total Indebtedness" shall mean all Indebtedness for borrowed
money of or guaranteed by the Borrower and/or any of its Subsidiaries all as
determined on a consolidated basis.

                  "Total Interest Expense" shall mean, for any Person for any
period, total interest expense (including that attributable to Capital Leases in
accordance with GAAP) of such Person and its Subsidiaries on a consolidated
basis with respect to all outstanding Indebtedness of such Person and its
Subsidiaries including, without limitation, all commissions, discounts and other
fees and charges owed with respect to letters of credit and net costs under
Interest Rate Agreements, but excluding, however, any amortization of deferred
financing costs, all as determined in accordance with GAAP.

                  "Total Lease Expense" shall mean, for any period, total lease
expense (excluding payments made under Capital Leases) of Holdings and its
Subsidiaries on a consolidated basis, all as determined in accordance with GAAP.

                  "Total Revolving Commitment" shall mean the sum of the
Revolving Commitments of each of the Banks.

                  "Total Term A Commitment" shall mean the sum of the Term A
Commitments of each of the Banks.

                  "Total Term B Commitment" shall mean the sum of the Term B
Commitments of each of the Banks.

                  "Total Term C Commitment" shall mean the sum of the Term C
Commitments of each of the Banks.

                  "Two Thirds Banks" shall mean Non-Defaulting Banks whose
outstanding Term Loans and Revolving Commitments (or, if after the Total
Revolving Commitment has been terminated, RF Percentages) constitute at least 66
2/3% of the sum of (i) the total outstanding Term Loans of Non-Defaulting Banks
and (ii) the total Revolving Commitments of Non-Defaulting Banks (or, if after
the Total Revolving Commitment has been terminated, the aggregate RF Percentages
of Non-Defaulting Banks).

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<PAGE>   94

                  "Type" shall mean any type of Loan determined with respect to
the interest option applicable thereto, I.E., a Base Rate Loan or Eurodollar
Loan.

                  "UCC" shall mean the Uniform Commercial Code.

                  "Unfunded Current Liability" of any Plan shall mean the
amount, if any, by which the actuarial present value of the accumulated plan
benefits under the Plan as of the close of its most recent plan year exceeds the
fair market value of the assets allocable thereto, each determined in accordance
with Statement of Financial Accounting Standards No. 87, based upon the
actuarial assumptions used by the Plan's actuary in the most recent annual
valuation of the Plan.

                  "Unpaid Drawing" shall have the meaning provided in Section
2.03(a).

                  "Unutilized Revolving Commitment" for any Bank at any time
shall mean the excess of (i) such Bank's Revolving Commitment at such time over
(ii) the sum of the principal amount of Revolving Loans made by such Bank and
outstanding at such time and (y) such Bank's RF Percentage of Letter of Credit
Outstandings at such time.

                  "Unutilized Total Revolving Commitment" shall mean, at any
time, the excess of (i) the Total Revolving Commitment at such time over (ii)
the sum of (x) the aggregate principal amount of all Revolving Loans then
outstanding plus (y) the aggregate Letter of Credit Outstandings at such time.

                  "Wholly-Owned Subsidiary" shall mean each Subsidiary of the
Borrower all of whose capital stock, equity interests and partnership interests
are owned directly or indirectly by the Borrower, its officers, stockholders and
affiliates but excluding any Subsidiary primarily engaged in the business of
issuing insurance and/or insurance policies.

                  "Working Capital Loans" shall mean all Revolving Loans that
are not Acquisition Loans.

                  "Written" or "in writing" shall mean any form of written
communication or a communication by means of telex, facsimile transmission,
telegraph or cable.

                  SECTION 11. THE ADMINISTRATIVE AGENT.

                  11.01 APPOINTMENT. Each Bank hereby irrevocably designates and
appoints Credit Lyonnais as Administrative Agent (such term to include for the
purposes of this Section 11 Credit Lyonnais acting as Collateral Agent) to act
as specified herein and in the other Credit Documents, and each such Bank hereby
irrevocably authorizes Credit Lyonnais as the Administrative Agent for such
Bank, to take such action on its behalf under the pro-

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<PAGE>   95

visions of this Agreement and the other Credit Documents and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent by the terms of this Agreement and the other Credit Documents, together
with such other powers as are reasonably incidental thereto. The Administrative
Agent agrees to act as such upon the express conditions contained in this
Section 11. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein or in the other Credit
Documents, nor any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Administrative Agent.
The provisions of this Section 11 are solely for the benefit of the
Administrative Agent, and the Banks, and no Credit Party shall have any rights
as a third party beneficiary of any of the provisions hereof. In performing its
functions and duties under this Agreement, the Administrative Agent shall act
solely as agent of the Banks and does not assume and shall not be deemed to have
assumed any obligation or relationship of agency or trust with or for any Credit
Party.

                  11.02 DELEGATION OF DUTIES. The Administrative Agent may
execute any of its duties under this Agreement or any other Credit Document by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by Section 11.03.

                  11.03 EXCULPATORY PROVISIONS. Neither the Administrative Agent
nor any of its respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by Holdings or any
Subsidiary or any of their respective officers contained in this Agreement, any
other Credit Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under or
in connection with, this Agreement or any other Credit Document or for any
failure of Holdings or any Subsidiary or any of their respective officers to
perform its obligations hereunder or thereunder. The Administrative Agent shall
not be under any obligation to any Bank to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement, or to inspect the properties, books or records of Holdings
or any Subsidiary. The Administrative Agent shall not be responsible to any Bank
for the effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Agreement or any Credit Document or for any representations,
warranties, recitals or statements made herein or therein or made in any written
or oral statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or there-

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<PAGE>   96

with furnished or made by the Administrative Agent to the Banks or by or on
behalf of Holdings to the Administrative Agent or any Bank or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default.

                  11.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, facsimile transmission, telex or teletype message,
statement, order or other document or conversation believed by it, in good
faith, to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to Holdings), independent accountants
and other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Credit Document unless it shall first receive such advice
or concurrence of the Required Banks as it deems appropriate or it shall first
be indemnified to its satisfaction by the Banks against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Credit Documents in accordance with a request of the Required Banks, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Banks.

                  11.05 NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Bank or the Borrower or any other Credit Party referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default." In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice thereof to the Banks.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Banks, PROVIDED
that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the Banks.

                  11.06 NON-RELIANCE. Each Bank expressly acknowledges that
neither the Administrative Agent nor any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates have made any representations or
warranties to it and that no act by the Administrative Agent hereinafter taken,
including any review of the affairs of the Borrower or any Subsidiary, shall be
deemed to constitute any representation or warranty by the Administrative Agent
to any Bank. Each Bank represents to the Administrative Agent that

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<PAGE>   97

it has, independently and without reliance upon the Administrative Agent, or any
other Bank, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of Holdings and its Subsidiaries and made its own decision to
make its Loans hereunder and enter into this Agreement. Each Bank also
represents that it will, independently and without reliance upon the
Administrative Agent, or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of Holdings and its Subsidiaries. The
Administrative Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business, operations,
assets, property, financial and other conditions, prospects or creditworthiness
of Holdings or any Subsidiary which may come into the possession of the
Administrative Agent or any of their officers, directors, employees, agents,
attorneys-in-fact or affiliates.

                  11.07 INDEMNIFICATION. The Banks agree to indemnify the
Administrative Agent in its capacity as such ratably according to their
respective Loans and unutilized Commitments, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, reasonable expenses or disbursements of any kind whatsoever which may at
any time (including, without limitation, at any time following the payment of
the Obligations) be imposed on, incurred by or asserted against the
Administrative Agent in its capacity as such in any way relating to or arising
out of this Agreement or any other Credit Document, or any documents
contemplated by or referred to herein or the transactions contemplated hereby or
any action taken or omitted to be taken by the Administrative Agent under or in
connection with any of the foregoing, but only to the extent that any of the
foregoing is not paid by Holdings or any of its Subsidiaries, PROVIDED that no
Bank shall be liable to the Administrative Agent for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent resulting
solely from the Administrative Agent's gross negligence or willful misconduct.
If any indemnity furnished to the Administrative Agent for any purpose shall, in
the opinion of the Administrative Agent, be insufficient or become impaired, the
Administrative Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished. The agreements in this Section 11.07 shall survive the payment of all
Obligations.

                  11.08 THE ADMINISTRATIVE AGENT IN INDIVIDUAL CAPACITY. The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with Holdings and its Subsidiaries
as though not acting as Administrative Agent hereunder. With respect to the
Loans made by it and all Obligations

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<PAGE>   98

owing to it, the Administrative Agent shall have the same rights and powers
under this Agreement as any Bank and may exercise the same as though it were not
the Administrative Agent, and the terms "Bank" and "Banks" shall include the
Administrative Agent in its individual capacity.

                  11.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
may resign as the Administrative Agent upon 20 days' notice to the Banks and
Holdings. The Required Banks shall appoint from among the Banks a successor
Administrative Agent for the Banks subject to prior approval by Holdings so long
as an Event of Default has not occurred and is continuing (such approval not to
be unreasonably withheld), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall include such successor agent effective upon its
appointment, and the resigning Administrative Agent's rights, powers and duties
as the Administrative Agent shall be terminated, without any other or further
act or deed on the part of such former Administrative Agent or any of the
parties to this Agreement. After the retiring Administrative Agent's resignation
hereunder as the Administrative Agent, the provisions of this Section 11 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement.

                  SECTION 12. MISCELLANEOUS.

                  12.01 PAYMENT OF EXPENSES, ETC. The Borrower agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the negotiation, preparation, execution and delivery of the
Credit Documents and the documents and instruments referred to therein and any
amendment, waiver or consent relating thereto (including, without limitation,
the reasonable fees and disbursements of White & Case) and of the Administrative
Agent and each of the Banks in connection with the enforcement of the Credit
Documents and the documents and instruments referred to therein (including,
without limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent and for each of the Banks); (ii) in the event (x) that any
of the Mortgages are foreclosed in whole or in part or that any of the Mortgages
are put into the hands of an attorney for collection, suit, action or
foreclosure, (y) of the foreclosure of any mortgage prior to or subsequent to
any of the Mortgages in which proceeding the Collateral Agent is made a party,
or (z) of the bankruptcy, insolvency, rehabilitation or other similar proceeding
in respect of the Borrower or any of its Subsidiaries, pay all costs of
collection and defense, including reasonable attorneys' fees in connection
therewith and in connection with any appellate proceeding or post-judgment
action involved therein, which shall be due and payable together with all
required service or use taxes; (iii) pay and hold each of the Banks harmless
from and against any and all present and future stamp and other similar taxes
with respect to the foregoing matters and save each of the Banks harmless from
and against any and all liabilities with respect to or resulting from any delay
or omission (other than to the

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<PAGE>   99

extent attributable to such Bank) to pay such taxes; and (iv) indemnify each
Bank, its officers, directors, employees, trustees, representatives and agents
(collectively, the "Indemnitees") from and hold each of them harmless against
any and all losses, liabilities, obligations (including removal or remedial
actions), claims, damages or expenses (including reasonable attorneys' and
consultants' fees and disbursements) incurred by any of them as a result of, or
arising out of, or in any way related to, or by reason of (a) any interest in
any Real Property (other than as permitted hereunder and/or under the other
Credit Documents) is claimed by any other Person, (b) any investigation,
litigation or other proceeding (whether or not any Bank is a party thereto)
related to the entering into and/or performance of any Credit Document or the
use of the proceeds of any Loans hereunder or under the Original Credit
Agreement or the consummation of any transactions contemplated in any Credit
Document, or (c) the actual or alleged presence of Hazardous Materials in the
air, surface water or groundwater or on the surface or subsurface of any Real
Property owned, leased or at any time operated by the Borrower or any of its
Subsidiaries, the release, generation, storage, transportation, handling or
disposal of Hazardous Materials at any location, whether or not owned or
operated by the Borrower or any of its Subsidiaries, the non-compliance by the
Borrower or any of its Subsidiaries of any Real Property with foreign, federal,
state and local laws, regulations, ordinances or Environmental Laws (including
applicable permits thereunder) applicable to any Real Property, or any
Environmental Claim relating to the Borrower or any of its Subsidiaries or any
Real Property owned, leased or at any time operated by the Borrower or any of
its Subsidiaries, including, in each case, without limitation, the reasonable
fees and disbursements of counsel incurred in connection with any such
investigation, litigation or other proceeding (but excluding any such losses,
liabilities, claims, damages or expenses to the extent incurred by reason of the
gross negligence or willful misconduct of the Person to be indemnified or of any
other Indemnitee who is such Person or an affiliate of such Person). To the
extent that the undertaking to indemnify, pay or hold harmless any Person set
forth in the preceding sentence may be unenforceable because it is violative of
any law or public policy, the Borrower shall make the maximum contribution to
the payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.

                  12.02 RIGHT OF SETOFF. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, each
Bank is hereby authorized at any time or from time to time, without presentment,
demand, protest or other notice of any kind to the Borrower or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general or special) and any other
Indebtedness at any time held or owing by such Bank (including, without
limitation, by branches and agencies of such Bank wherever located) to or for
the credit or the account of the Borrower against and on account of the
Obligations and liabilities of the Borrower to such Bank under this Agreement or
under any of the other Credit Documents, including, without limitation, all
interests in Obligations the Borrower purchased by such Bank pursuant to

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Section 12.06(b), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective
of whether or not such Bank shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

                  12.03 NOTICES. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile transmission or cable communication)
and mailed, telegraphed, telexed, transmitted, cabled or delivered, if to the
Borrower, at the address specified opposite its signature below; if to any Bank,
at its address specified for such Bank on Annex II hereto; or, at such other
address as shall be designated by any party in a written notice to the other
parties hereto. All such notices and communications shall be mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, and
shall be effective when received.

                  12.04 BENEFIT OF AGREEMENT. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto, PROVIDED that no Credit Party may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of all the Banks. Each Bank may at any time grant participations
in any of its rights hereunder or under any of the Notes to another financial
institution, PROVIDED that in the case of any such participation, (i) the
participant shall not have any rights under this Agreement or any of the other
Credit Documents, including rights of consent, approval or waiver (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto), (ii) such Bank's obligations under this Agreement
(including, without limitation, its Commitment hereunder) shall remain
unchanged, (iii) such Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iv) such Bank shall remain the
holder of any Note for all purposes of this Agreement and (v) the Borrower, the
Administrative Agent, and the other Banks shall continue to deal solely and
directly with the selling Bank in connection with such Bank's rights and
obligations under this Agreement, and all amounts payable by the Borrower
hereunder shall be determined as if such Bank had not sold such participation,
except that the participant shall be entitled to the benefits of Sections 1.10,
1.11 and 4.04 of this Agreement to the extent that such Bank would be entitled
to such benefits if the participation had not been entered into or sold, and,
PROVIDED FURTHER, that no Bank shall grant or sell any participation under which
the participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (x) extend the final scheduled maturity of the Term Loans or
Revolving Loans in which such participant is participating (it being understood
that any waiver of the making of, or the application of any amortization payment
or other prepayment or the method of any application of any prepayment to the
amortization of the Loans shall not constitute an extension of the final
maturity date thereof), or reduce the rate or extend the time of payment of
interest or Fees thereon (except in connection with a

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<PAGE>   101

waiver of the applicability of any post-default increase in interest rates), or
reduce the principal amount thereof, or increase such participant's
participating interest in any Commitment over the amount thereof then in effect
(it being understood that a waiver of any Default or Event of Default or of any
mandatory prepayment or a mandatory reduction in the Total Commitment, or a
mandatory prepayment, shall not constitute a change in the terms of any
Commitment), (y) release all or substantially all of the Collateral (in each
case except as expressly provided in the Credit Documents) or (z) consent to the
assignment or transfer by Holdings and/or the Borrower of any of its rights and
obligations under this Agreement.

                  (b) Notwithstanding the foregoing, (x) any Bank may assign all
or a portion of its Loans and/or Commitments, which does not have to be pro rata
among the Facilities, and its rights and obligations hereunder to another Bank
that is not a Defaulting Bank or to an Affiliate of such assignor Bank, and (y)
any Bank may assign all, or if less than all, a portion equal to at least
$5,000,000 in the aggregate for the assigning Bank or assigning Banks, of its
Loans and/ or Commitments and its rights and obligations hereunder, which
assignment does not have to be PRO RATA between the Facilities, to one or more
Eligible Transferees, each of which assignees shall become a party to this
Agreement as a Bank by execution of an Assignment Agreement, PROVIDED that (i)
at such time Annex I shall be deemed modified to reflect the Commitments (and/or
outstanding Term Loans, as the case may be) of such new Bank and of the existing
Banks, (ii) upon surrender of the old Notes, new Notes will be issued, at the
Borrower's expense, to such new Bank and to the assigning Bank, such new Notes
to be in conformity with the requirements of Section 1.05 (with appropriate
modifications) to the extent needed to reflect the revised Commitments (and/or
outstanding Term Loans, as the case may be), (iii) in the case of clause (y)
only, the consent of the Administrative Agent shall be required in connection
with any such assignment (such consent not to be unreasonably withheld) and (iv)
the Administrative Agent shall receive at the time of each such assignment, from
the assigning or assignee Bank, the payment of a non-refundable assignment fee
of $3,000 and, PROVIDED FURTHER, that such transfer or assignment will not be
effective until recorded by the Administrative Agent on the Bank Register
pursuant to Section 12.15. To the extent of any assignment pursuant to this
Section 12.04(b) the assigning Bank shall be relieved of its obligations
hereunder with respect to its assigned Commitments. At the time of each
assignment pursuant to this Section 12.04(b) to a Person which is not already a
Bank hereunder and which is not a United States Person (as such term is defined
in Section 7701(a)(30) of the Code) for Federal income tax purposes, the
respective assignee Bank shall provide to the Borrower and the Administrative
Agent the appropriate Internal Revenue Service Forms (and, if applicable a
Section 4.04(b)(ii) Certificate) described in Section 4.04(b). To the extent
that an assignment of all or any portion of a Bank's Commitments and related
outstanding Obligations pursuant to this Section 12.04(b) would, at the time of
such assignment, result in increased costs under Section 1.10 from those being
charged by the respective assigning Bank prior to such assignment, then the
Borrower shall not be obligated to pay such

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<PAGE>   102

increased costs (although the Borrower shall be obligated to any other increased
costs of the type described above resulting from changes after the date of the
respective assignment). Nothing in this clause (b) shall prevent or prohibit any
Bank from pledging its Notes or Loans to a Federal Reserve Bank in support of
borrowings made by such Bank from such Federal Reserve Bank.

                  (c) Notwithstanding any other provisions of this Section
12.04, no transfer or assignment of the interests or obligations of any Bank
hereunder or any grant of participation therein shall be permitted if such
transfer, assignment or grant would require the Borrower to file a registration
statement with the SEC or to qualify the Loans under the "Blue Sky" laws of any
State.

                  (d) Each Bank initially party to this Agreement hereby
represents, and each Person that became a Bank pursuant to an assignment
permitted by this Section 12.04 will, upon its becoming party to this Agreement,
represent that it is a commercial lender, other financial institution or other
"accredited" investor (as defined in SEC Regulation D) which makes or acquires
loans in the ordinary course of its business and that it will make or acquire
Loans for its own account in the ordinary course of such business, PROVIDED that
subject to the preceding clauses (a) and (b), the disposition of any promissory
notes or other evidences of or interests in Indebtedness held by such Bank shall
at all times be within its exclusive control.

                  (e) The Administrative Agent shall maintain at its Notice
Office a copy of each Assignment Agreement delivered to and accepted by it.

                  12.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on
the part of the Administrative Agent or any Bank in exercising any right, power
or privilege hereunder or under any other Credit Document and no course of
dealing between the Borrower and the Administrative Agent or any Bank shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Credit Document preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder or thereunder. The rights and remedies herein expressly
provided are cumulative and not exclusive of any rights or remedies which the
Administrative Agent or any Bank would otherwise have. No notice to or demand on
the Borrower in any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent or the Banks to any other or further action
in any circumstances without notice or demand.

                  12.06 PAYMENTS PRO RATA. (a) The Administrative Agent agrees
that promptly after its receipt of each payment from or on behalf of the
Borrower in respect of any Obligations, it shall distribute such payment to the
Banks (other than any Bank that has

                                      -96-

<PAGE>   103

expressly waived its right to receive its PRO RATA share thereof) PRO RATA based
upon their respective shares, if any, of the Obligations with respect to which
such payment was received.

                  (b) Each of the Banks agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans or Fees, of a sum which with respect to the related sum or sums
received by other Banks is in a greater proportion than the total of such
Obligation then owed and due to such Bank bears to the total of such Obligation
then owed and due to all of the Banks immediately prior to such receipt, then
such Bank receiving such excess payment shall purchase for cash without recourse
or warranty from the other Banks an interest in the Obligations to such Banks in
such amount as shall result in a proportional participation by all of the Banks
in such amount, PROVIDED that if all or any portion of such excess amount is
thereafter recovered from such Bank, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.

                  12.07 CALCULATIONS; COMPUTATIONS. (a) The financial statements
to be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by Holdings to the Banks); PROVIDED that except as otherwise specifically
provided herein, all computations determining compliance with Sections 4.02 and
8, including definitions used therein, shall utilize accounting principles and
policies in effect at the time of the preparation of, and in conformity with
those used to prepare, the December 31, 1995 financial statements delivered to
the Banks pursuant to Section 6.08(b), but shall be prepared on a consolidated
basis instead of a combined basis and shall not give effect to purchase
accounting adjustments required or permitted by APB 16 (including non-cash
write-ups and non-cash charges relating to inventory and fixed assets, in each
case arising in connection with the Transaction referred to in the Original
Credit Agreement) and APB 17 (including non-cash charges relating to intangibles
and goodwill arising in connection with such Transaction).

                  (b) All computations of interest on Loans and Fees hereunder
shall be made on the actual number of days elapsed over a year of 360 days.

                  12.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCEPT THAT
THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS
CREATED PURSUANT TO THE MORTGAGES SHALL BE GOVERNED BY AND CONSTRUED ACCORDING
TO THE LAW OF THE STATE IN WHICH

                                      -97-

<PAGE>   104

THE APPLICABLE REAL PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE
FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW
YORK SHALL GOVERN THE VALIDITY AND ENFORCEABILITY OF ALL CREDIT DOCUMENTS,
INCLUDING ALL MORTGAGES, AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR
THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWER HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK GOVERNS THIS AGREEMENT OR ANY OF
THE OTHER CREDIT DOCUMENTS, EXCEPT TO THE EXTENT AFORESAID WITH RESPECT TO THE
LIENS CREATED BY THE MORTGAGES. Any legal action or proceeding with respect to
this Agreement or any other Credit Document may be brought in the courts of the
State of New York or of the United States for the Southern District of New York,
and, by execution and delivery of this Agreement, the Borrower hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Holdings and the
Borrower hereby irrevocably designate, appoint and empower Corporation Service
Company, with offices on the date hereof at 375 Hudson Street, New York, New
York 10014, as its designee, appointee and agent to receive, accept and
acknowledge for and on its behalf, and in respect of its property, service of
any and all legal process, summons, notices and documents which may be served in
any such action or proceeding. If for any reason such designee, appointee and
agent shall cease to be available to act as such, Holdings and the Borrower
agrees to designate a new designee, appointee and agent in New York City on the
terms and for the purposes of this provision satisfactory to the agent under
this Agreement. Holdings and the Borrower hereby further irrevocably consents to
the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to Holdings or the Borrower, as the case may be, at its
address for notices pursuant to Section 12.03, such service to become effective
30 days after such mailing. Nothing herein shall affect the right of the
Administrative Agent, any Bank to serve process in any other manner permitted by
law or to commence legal proceedings or otherwise proceed against Holdings and
the Borrower in any other jurisdiction.

                  (b) Holdings and the Borrower hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Agreement or any other Credit Document brought in the courts referred to in
clause (a) above and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                                      -98-

<PAGE>   105

                  12.09 COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent.

                  12.10 HEADINGS DESCRIPTIVE. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  12.11 AMENDMENT OR WAIVER. Neither this Agreement nor any
terms hereof or thereof may be changed, waived, discharged or terminated unless
such change, waiver, discharge or termination is in writing signed by the
Borrower and the Required Banks (or the Two Thirds Banks if such change or
waiver (x) is to Section 4.02(A)(c)(i), (ii) and/or (iii), (y) would actually
increase (as opposed to waiving reductions of) any Facility or add any new
facility or (z) would increase the aggregate principal amount of Indebtedness
permitted to be incurred pursuant to Section 8.04 by an amount greater than 15%
of the aggregate principal amount of all Indebtedness permitted under Section
8.04 as of the Restatement Effective Date), PROVIDED that no such change,
waiver, discharge or termination shall, without the consent of each Bank (other
than a Defaulting Bank) affected thereby, (i) extend the final maturity date
applicable to a Facility (it being understood that any waiver of the making of,
or application of any prepayment of or the method of application of any
amortization payment or other prepayment to, the amortization of, the Loans
shall not constitute an extension of such final maturity thereof), reduce the
rate or extend the time of payment of interest (other than as a result of
waiving the applicability of any post-default increase in interest rates) or
Fees thereon, or reduce the principal amount thereof, or increase the Commitment
of any Bank over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default or of any mandatory prepayment or a
mandatory reduction in the Total Commitment shall not constitute a change in the
terms of any Commitment of any Bank), (ii) release all or substantially all of
the Collateral (in each case except as expressly provided in the Credit
Documents), (iii) amend, modify or waive any provision of this Section 12.11, or
Section 11.07, 12.01, 12.04, 12.06 or 12.07(b), (iv) reduce the percentage
specified in, or otherwise modify, the definition of Required Banks or Two
Thirds Banks or (v) consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement. No provision of Section 2 or
11 may be amended without the consent of (x) any Letter of Credit Issuer
adversely affected thereby or (y) the Administrative Agent, respectively.

                  12.12 SURVIVAL. All indemnities set forth herein including,
without limitation, in Section 1.10, 1.11, 2.05, 4.04, 11.07 or 12.01 shall
survive the execution and delivery of this Agreement and the making and
repayment of the Loans.

                                      -99-

<PAGE>   106

                  12.13 DOMICILE OF LOANS. Each Bank may transfer and carry its
Loans at, to or for the account of any branch office, subsidiary or affiliate of
such Bank, PROVIDED that the Borrower shall not be responsible for costs arising
under Section 1.10 or 4.04 resulting from any such transfer (other than a
transfer pursuant to Section 1.12) to the extent not otherwise applicable to
such Bank prior to such transfer.

                  12.14 CONFIDENTIALITY. Subject to Section 12.04, the Banks
shall hold all non-public information obtained pursuant to the requirements of
this Agreement which has been identified as such by the Borrower in accordance
with its customary procedure for handling confidential information of this
nature and in accordance with safe and sound banking practices and in any event
may make disclosure reasonably required by any BONA FIDE transferee or
participant in connection with the contemplated transfer of any Loans or
Commitments or participation therein (PROVIDED that each such prospective
transferee and/or participant shall execute an agreement for the benefit of the
Borrower with such prospective transferor Bank containing provisions
substantially identical to those contained in this Section 12.14), to its
auditors, attorneys or as required or requested by any governmental or
self-regulatory organization or representative thereof or pursuant to legal
process, PROVIDED that, unless specifically prohibited by applicable law or
court order, each Bank shall notify the Borrower of any request by any
governmental agency or self-regulatory organization or representative of either
thereof (other than any such request in connection with an examination of the
financial condition of such Bank by such governmental agency or, to the extent
such organization agrees to be bound by the terms of this Section 12.14,
self-regulatory organization) for disclosure of any such non-public information
prior to disclosure of such information, and, PROVIDED FURTHER, that in no event
shall any Bank be obligated or required to return any materials furnished by
Holdings or any Subsidiary. Holdings and the Borrower hereby agrees that the
failure of a Bank to comply with the provisions of this Section 12.14 shall not
relieve Holdings or the Borrower of any of the obligations to such Bank under
this Agreement and the other Credit Documents.

                  12.15 BANK REGISTER. The Borrower hereby designates the
Administrative Agent to serve as its agent, solely for purposes of this Section
12.15, to maintain a register (the "Bank Register") on which it will record the
names and addresses of the Banks and the Commitments of, and principal amount of
the Loans owing to each, Bank from time to time. The entries in the Bank
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent and the Banks shall treat each
Person whose name is recorded in the Bank Register as a Bank hereunder for all
purposes of this Agreement. Failure to make any such recordation, or any error
in such recordation, shall not affect the Borrower's obligations in respect of
such Loans. With respect to any Bank, the transfer of the Commitments of such
Bank and the rights to the principal of, and interest on, any Loan made pursuant
to such Commitments shall not be effective until such transfer is recorded on
the Bank Register maintained by the Administrative Agent with respect to
ownership of such Commitments and Loans and prior

                                      -100-

<PAGE>   107

to such recordation all amounts owing to the transferor with respect to such
Commitments and Loans shall remain owing to the transferor. The registration of
assignment or transfer of all or part of any Commitments and Loans shall be
recorded by the Administrative Agent on the Bank Register only upon the
acceptance by the Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to Section 12.04(b). The Bank
Register shall be available for inspection by the Borrower or any Bank at any
reasonable time and from time to time upon reasonable prior notice. The Borrower
agrees to indemnify the Administrative Agent from and against any and all
losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 12.15.

                  12.16 INTEREST. (a) It is the intention of the parties hereto
that each Bank shall conform strictly to usury laws applicable to it.
Accordingly, the parties hereto stipulate and agree that none of the terms and
provisions contained in the Notes, this Agreement, or any of the other Credit
Documents shall ever be construed to create a contract to pay to any Bank for
the use, forbearance, or retention of money at a rate in excess of the Highest
Lawful Rate applicable to such Bank, and that for purposes hereof, "interest"
shall include Banks only to the extent same is included for purposes of
determining the Highest Lawful Rate for such Bank, the aggregate of all charges
or other consideration which constitute interest under applicable law and are
contracted for, taken, reserved, charged, or received under any of this
Agreement, the Notes, or the other Credit Documents or otherwise in connection
with the transactions contemplated by this Agreement. Further, if the
transactions contemplated hereby would be usurious as to any Bank under laws
applicable to it, then, in that event, notwithstanding anything to the contrary
in the Notes, this Agreement or in any other Credit Document or agreement
entered into in connection with or as security for the Notes, it is agreed as
follows: the aggregate of all consideration which constitutes interest for
determining the Highest Lawful Rate for each such Bank that is contracted for,
taken, reserved, charged, or received by such Bank under the Notes, this
Agreement, or under any of the other aforesaid Credit Documents or agreements or
otherwise in connection with the Notes shall under no circumstances exceed the
maximum amount allowed by the law applicable to such Bank, and any excess shall
be credited by such Bank on the principal amount of the Indebtedness of the
Borrower owed to such Bank and thereafter all other obligations owing such Bank
not included in determining "interest" for purposes of the Highest Lawful Rate
applicable to such Bank (or, if the principal amount of such Indebtedness and
all other such amounts shall have been paid in full, to the extent such interest
has been received by a Bank it shall be refunded by such Bank to the Borrower).
The provisions of this Section 12.16(a) shall control over all other provisions
of this Agreement, the Notes, and the other Credit Documents which may be in
apparent conflict herewith. The parties further stipulate and agree that,
without limitation on the foregoing, all calculations of the rate or amount of
interest contracted for, taken, reserved, charged or received under any of this
Agreement, the Notes, and the other Credit Documents which are made for the
purpose of determining whether such rate or amount

                                      -101-

<PAGE>   108

exceed the Highest Lawful Rate shall be made, to the extent permitted by
applicable law, by amortizing, prorating, allocating, and spreading during the
period of the full stated term of the Indebtedness, and if longer and if
permitted by applicable law, until payment in full, all interest at any time so
contracted for, taken, reserved, charged, or received.

                  (b) If at any time the effective rate of interest which would
otherwise apply to any Indebtedness hereunder or evidenced by any Bank's Notes
would exceed the Highest Lawful Rate applicable to such Bank (taking into
account the interest rate applicable to such Indebtedness pursuant to the other
provisions of this Agreement, plus all additional charges and consideration
which have been contracted for, taken, reserved, charged, or received under this
Agreement, such Bank's Notes and the other Credit Documents, or any of them (the
"Additional Charges") to, but only to, the extent any of the same constitute
interest with respect to such Indebtedness for purposes of determining the
Highest Lawful Rate), the effective interest rate to apply to such Indebtedness
made by such Bank shall be limited to the Highest Lawful Rate, but any
subsequent reductions in the interest rate applicable to such Indebtedness owed
to such Bank shall not reduce the effective interest rate to apply to such
Indebtedness owed to such Bank below the Highest Lawful Rate applicable to such
Bank until the total amount of interest accrued on such Indebtedness equals the
amount of interest which would have accrued if the interest rate from time to
time applicable to such Indebtedness owed to such Bank had at all times been in
effect with respect to such Indebtedness pursuant to the other provisions of
this Agreement and the other Credit Documents and if the Banks had collected all
Additional Charges called for under this Agreement, the Notes, and the other
Credit Documents. If at maturity or final payment of such Bank's Obligations the
total amount of interest paid to any Bank hereunder and under the other Credit
Documents (including amounts designated as "interest" plus any Additional
Charges, and taking into account the limitations of the first sentence of this
Section 12.16(b)) is less than the total amount of such "interest" which would
have been paid if all amounts were paid as required by this Agreement (without
giving effect to this Section 12.16) and the other Credit Documents (the amount
of the difference described above, the "Deficiency"), then the Borrower agrees,
to the fullest extent permitted by the laws applicable to such Bank, to pay to
such Bank an amount equal to the lesser of (i) the difference between (1) the
amount of such "interest" which would have accrued on such Bank's Notes if the
Highest Lawful Rate had at all times been in effect, and (2) the amount of
interest actually paid on such Bank's Notes (including amounts designated as
"interest" plus any Additional Charges) and (ii) the amount of the Deficiency.

                  SECTION 13. GUARANTY.

                  13.01 THE GUARANTY. In order to induce the Banks to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by Holdings from the proceeds of the Loans, Holdings
hereby agrees with the Banks as follows: Holdings hereby, unconditionally and
irrevocably, guarantees as primary

                                      -102-

<PAGE>   109

obligor and not merely as surety the full and prompt payment when due, whether
upon maturity, by acceleration or otherwise, of any and all indebtedness of the
Borrower to the Banks. If any or all of the indebtedness of the Borrower to the
Banks becomes due and payable hereunder, Holdings unconditionally promises to
pay such indebtedness to the Banks, or order, on demand, together with any and
all expenses which may be incurred by the Agent or the Banks in collecting any
of the indebtedness. The word "indebtedness" is used in this Section 13 in its
most comprehensive sense and includes any and all advances, debts, obligations
(including obligations which, but for any automatic stay under Section 362(a) of
the Bankruptcy Code, would become due) and liabilities of the Borrower arising
in connection with this Agreement or any other Credit Document or under any
Interest Rate Agreement with an Interest Rate Creditor (as such term is defined
in the Security Documents), in each case, heretofore, now, or hereafter made,
incurred or created, whether voluntarily or involuntarily, absolute or
contingent, liquidated or unliquidated, determined or undetermined, whether or
not such indebtedness is from time to time reduced, or extinguished and
thereafter increased or incurred, whether the Borrower may be liable
individually or jointly with others, whether or not recovery upon such
indebtedness may be or hereafter become barred by any statute of limitations,
and whether or not such indebtedness may be or hereafter become otherwise
unenforceable.

                  13.02 BANKRUPTCY. Additionally, Holdings unconditionally and
irrevocably guarantees the payment of any and all indebtedness of the Borrower
to the Banks whether or not due or payable by the Borrower upon the occurrence
in respect of the Borrower of any of the events specified in Section 9.05, and
unconditionally promises to pay such indebtedness to the Banks, or order, on
demand, in lawful money of the United States.

                  13.03 NATURE OF LIABILITY. The liability of Holdings hereunder
is exclusive and independent of any security for or other guaranty of the
indebtedness of the Borrower whether executed by Holdings, any other guarantor
or by any other party, and the liability of Holdings hereunder shall not be
affected or impaired by (a) any direction as to application of payment by the
Borrower or by any other party, or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the
indebtedness of the Borrower, or (c) any payment on or in reduction of any such
other guaranty or undertaking, or (d) any dissolution, termination or increase,
decrease or change in personnel by the Borrower, or (e) any payment made to the
Administrative Agent or the Banks on the indebtedness which the Administrative
Agent or such Banks repay the Borrower pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and Holdings waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding. This Guaranty is a
guaranty of payment and not a guaranty of collectibility.

                  13.04 INDEPENDENT OBLIGATION. The obligations of Holdings
hereunder are independent of the obligations of any other guarantor or the
Borrower, and a separate action

                                      -103-

<PAGE>   110

or actions may be brought and prosecuted against Holdings whether or not action
is brought against any other guarantor or the Borrower and whether or not any
other guarantor or the Borrower be joined in any such action or actions.
Holdings waives, to the fullest extent permitted by law, the benefit of any
statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by the Borrower or other circumstance which operates to
toll any statute of limitations as to the Borrower shall operate to toll the
statute of limitations as to Holdings.

                  13.05 AUTHORIZATION. Holdings authorizes the Administrative
Agent and the Banks without notice or demand (except as shall be required by
applicable statute and cannot be waived), and without affecting or impairing its
liability hereunder, from time to time to (a) renew, compromise, extend,
increase, accelerate or otherwise change the time for payment of, or otherwise
change the terms of the indebtedness or any part thereof in accordance with this
Agreement, including any increase or decrease of the rate of interest thereon,
(b) take and hold security from any guarantor or any other party for the payment
of this guaranty or the indebtedness and exchange, enforce, waive and release
any such security, (c) apply such security and direct the order or manner of
sale thereof as the Administrative Agent and the Banks in their discretion may
determine and (d) release or substitute any one or more endorsers, guarantors,
the Borrower or other obligors.

                  13.06 RELIANCE. It is not necessary for the Administrative
Agent or the Banks to inquire into the capacity or powers of the Borrower or its
Subsidiaries or the officers, directors, partners or agents acting or purporting
to act on its behalf, and any indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.

                  13.07 SUBORDINATION. Any indebtedness of the Borrower now or
hereafter held by Holdings is hereby subordinated to the indebtedness of the
Borrower to the Administrative Agent and the Banks; and such indebtedness of the
Borrower to Holdings, if the Administrative Agent, after an Event of Default has
occurred, so requests, shall be collected, enforced and received by Holdings as
trustee for the Banks and be paid over to the Banks on account of the
indebtedness of the Borrower to the Banks, but without affecting or impairing in
any manner the liability of Holdings under the other provisions of this
Guaranty. Prior to the transfer by Holdings of any note or negotiable instrument
evidencing any indebtedness of the Borrower to Holdings, Holdings shall mark
such note or negotiable instrument with a legend that the same is subject to
this subordination.

                  13.08 WAIVER. (a) Holdings waives any right (except as shall
be required by applicable statute and cannot be waived) to require the
Administrative Agent or the Banks to (a) proceed against the Borrower, any other
guarantor or any other party, (b) proceed against or exhaust any security held
from the Borrower, any other guarantor or any other party or (c) pursue any
other remedy in the Administrative Agent's or the Banks'

                                      -104-

<PAGE>   111

power whatsoever. Holdings waives any defense based on or arising out of any
defense of the Borrower, any other guarantor or any other party other than
payment in full of the indebtedness, including, without limitation, any defense
based on or arising out of the disability of the Borrower, any other guarantor
or any other party, or the unenforceability of the indebtedness or any part
thereof from any cause, or the cessation from any cause of the liability of the
Borrower other than payment in full of the indebtedness. The Administrative
Agent and the Banks may, at their election, foreclose on any security held by
the Administrative Agent or the Banks by one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable
(to the extent such sale is permitted by applicable law), or exercise any other
right or remedy the Administrative Agent and the Banks may have against the
Borrower or any other party, or any security, without affecting or impairing in
any way the liability of Holdings hereunder except to the extent the
indebtedness has been paid. Holdings waives any defense arising out of any such
election by the Administrative Agent and the Banks, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of Holdings against the Borrower or any other party or any
security.

                  (b) Holdings waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notice of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
indebtedness. Holdings assumes all responsibility for being and keeping itself
informed of the Borrower's financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the indebtedness and the
nature, scope and extent of the risks which Holdings assumes and incurs
hereunder, and agrees that the Administrative Agent and the Banks shall have no
duty to advise Holdings of information known to them regarding such
circumstances or risks.

                  13.09 LIMITATION ON ENFORCEMENT. The Banks agree that this
Guaranty may be enforced only by the action of the Administrative Agent or the
Collateral Agent, in each case acting upon the instructions of the Required
Banks and that no Bank shall have any right individually to seek to enforce or
to enforce this Guaranty or to realize upon the security to be granted by any
Security Document, it being understood and agreed that such rights and remedies
may be exercised by the Administrative Agent or the Collateral Agent for the
benefit of the Banks upon the terms of this Agreement and any Security Document.
The Banks further agree that the Guaranty may not be enforced against any
director, officer, employee or stockholder of Holdings.

                                    *   *   *

                                      -105-

<PAGE>   112

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

ADDRESS:                                    INTERSTATE HOTELS COMPANY

Foster Plaza 10
680 Andersen Drive
Pittsburgh, Pennsylvania 15220              By /s/ TIMOTHY Q. HUDAK
Attn:  Marvin I. Droz                         ---------------------------------
Tel: (412) 937-3304                           Title: Assistant Secretary
Fax: (412) 937-3265

Foster Plaza 10                      INTERSTATE HOTELS CORPORATION
680 Andersen Drive
Pittsburgh, Pennsylvania 15220
Attn:  Marvin I. Droz
Tel: (412) 937-3304                  By /s/ TIMOTHY Q. HUDAK
Fax: (412) 937-3265                    ---------------------------------
                                       Title: Vice President and
                                              Assistant Secretary


                                     CREDIT LYONNAIS NEW YORK BRANCH,
                                     Individually and as Administrative Agent

                                     By /s/ MISCHA ZABOTIN
                                       ---------------------------------
                                       Title:

                                     CREDIT LYONNAIS ACTIVE LOAN PORTFOLIO

                                     By /s/ ATTILA KOC
                                       ---------------------------------
                                       Title: Vice President

                                     MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

                                     By /s/ THOMAS LI
                                       ---------------------------------
                                       Title: Managing Director

                                     PNC BANK, N.A.

                                     By /s/ JAY C. BAKER
                                       ---------------------------------
                                       Title: Vice President

                                     THE BANK OF NEW YORK

                                     By /s/ DAVID FOWLER
                                       ---------------------------------
                                       Title:  Vice President

                                     MITSUI LEASING (U.S.A.) INC.

                                     By /s/ JERRY PARISI
                                       ---------------------------------
                                       Title:  Senior Vice President

                                     GIROCREDIT BANK AG DER SPARKASSEN,
                                       GRAND CAYMAN ISLAND BRANCH

                                     By /s/ JOHN REDDING
                                       ---------------------------------
                                       Title:

                                     SOCIETE GENERALE

                                     By /s/ SEDARE CORADIN
                                       ---------------------------------
                                       Title:  Vice President

                                     VIA BANQUE

                                     By /s/ CHRISTEL PROT
                                       ---------------------------------
                                       Title: Senior Director

                                     By /s/ P. Arnoult
                                       ---------------------------------
                                       Title: Director

                                     KEYPORT LIFE INSURANCE COMPANY

                                     By /s/ DANIEL T.H. YIN
                                       ---------------------------------
                                       Title:  Assistant Vice President

                                     UNITED MUTUAL OF OMAHA

                                     By /s/ EDWIN H. GARRISON, JR.
                                       ---------------------------------
                                       Title:  First Vice President



                                     CANADIAN IMPERIAL BANK OF COMMERCE

                                     By /s/ CHERYL ROOT
                                       ---------------------------------
                                       Title: Director, CIBC
                                              Wood Gundy Securities
                                              Corp., AS AGENT

                                     ARAB BANK PLC

                                     By /s/ SIGNATURE ILLEGIBLE
                                       ---------------------------------
                                       Title: EVP & Regional Manager

                                     OCTAGON CREDIT INVESTORS LOAN PORTFOLIO
                                     (A UNIT OF THE CHASE MANHATTAN BANK)

                                     By /s/ JAMES P. FERGUSON
                                       ---------------------------------
                                       Title: Managing Director

                                     BANK OF SCOTLAND

                                     By /s/ ANNIA CHIN TAT
                                       ---------------------------------
                                       Title:  Vice President

                                     TRANSAMERICA BUSINESS CREDIT CORPORATION

                                     By /s/ SIGNATURE ILLEGIBLE
                                       ---------------------------------
                                       Title:  Senior Vice President

                                     SOUTHERN PACIFIC THRIFT & LOAN ASSOCIATION

                                     By /s/ CHRIS KELLEHER
                                       ---------------------------------
                                       Title:  Vice President

                                     BANKBOSTON, N.A.

                                     By /s/ SIGNATURE ILLEGIBLE
                                       ---------------------------------
                                       Title: Director

                                     BANK OF HAWAII

                                     By /s/ JOSEPH T. DONALSON
                                       ---------------------------------
                                       Title:  Vice President

                                     BANQUE NATIONALE DE PARIS

                                     By /s/ SIGNATURE ILLEGIBLE
                                       ---------------------------------
                                       Title:  Senior Vice President

                                     By /s/ MARGUERITE L. LEBON
                                       ---------------------------------
                                       Title:  Assistant Vice President

                                     THE BANK OF NOVA SCOTIA

                                     By /s/ MELVIN J. MANDELBAUM
                                       ---------------------------------
                                       Title: Unit Head

                                     ORIX USA CORPORATION

                                     By /s/ SIGNATURE ILLEGIBLE
                                       ---------------------------------
                                       Title:  Vice President

                                     CHANG HWA COMMERCIAL BANK, LTD.,
                                       NEW YORK BRANCH

                                     By /s/ WAN-TU YEH
                                       ---------------------------------
                                       Title:  VP & General Manager

                                     PRIME INCOME TRUST

                                     By /s/ RAFAEL SCOLARI
                                       ---------------------------------
                                       Title:  VP Portfolio Manager

                                     FIRST UNION NATIONAL BANK OF NORTH CAROLINA

                                     By /s/ MARK M. HARDEN
                                       ---------------------------------
                                       Title:  Vice President







                                     ALLSTATE INSURANCE COMPANY

                                     By /s/ CHRISTOPHER GEORGEN
                                       ---------------------------------
                                       Title:

                                     By /s/ JUDITH GREFFIN
                                       ---------------------------------
                                       Title:

                                     WELLS FARGO BANK N.A.

                                     By /s/ SIGNATURE ILLEGIBLE
                                       ---------------------------------
                                       Title:  Vice President




                                      -106-

<PAGE>   113

                                     BANK LEUMI TRUST COMPNAY OF
                                       NEW YORK

                                     By /s/ STEVE NAVARRO
                                     ---------------------------------
                                     Title:


                                     THE FIRST NATIONAL BANK OF CHICAGO

                                     By /s/ REBECCA McCLOSKEY
                                       ---------------------------------
                                       Title: Vice President


                                     KZH HOLDING CORPORATION II

                                     By /s/ SIGNATURE ILLEGIBLE
                                       ---------------------------------
                                       Title: Authorized Agent


                                     THE ING CAPITAL SENIOR SECURED
                                       HIGH INCOME FUND, LP
                                     ING CAPITAL ADVISORS, INC AS
                                     INVESTMENT ADVISOR

                                     By /s/ KATHLEEN LENARCIC
                                       ---------------------------------
                                       Title: Vice President &
                                              Portfolio Manager

                                     BY OAK HILL SECURITIES GENPAR,
                                       L.P., GENERAL PARTNER
                                     BY OAK HILL SECURITIES MGP,
                                     INC., ITS GENERAL PARTNER

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


                                     BANKERS TRUST COMPANY

                                     By /s/ LAURA BURWICK
                                       ---------------------------------
                                       Title:


                                     COMPAGNIE FINANCIERE DE CIC ET
                                       DE L'UNION EUROPEENE

                                     By /s/ MARCUS EDWARD
                                       ---------------------------------
                                       Title: Vice President

                                     By /s/ BRIAN O' LEARY
                                       ---------------------------------
                                       Title: Vice President


                                     JACKSON NATIONAL LIFE
                                     INSURANCE COMPANY
                                     BY: PPM AMERICA, INC, AS
                                     ATTORNEY-IN-FACT, ON BEHALF
                                     OF JACKSON NATIONAL LIFE
                                     INSURANCE

                                     By /s/ SIGNATURE ILLEGIBLE
                                       ---------------------------------
                                       Title: Managing Director


                                     THE SANWA BANK, LTD

                                     By /s/ KEVIN KAI
                                       ---------------------------------
                                       Title:  AVP


                                     BANK LEUMI TRUST COMPANY
                                       OF NEW YORK

                                     By /s/ STEVE NAVARRO
                                       ---------------------------------
                                       Title: First Vice President

                                     By /s/ Signature Illegible
                                       ---------------------------------
                                       Title: Vice President


                                     PLIGRIM AMERICA PRIME RATE TRUST

                                     By /s/ DANIEL A. NORMAN
                                       ---------------------------------
                                       Title: Senior Vice President


                                     MEDICAL LIABILITY

                                     By /s/ K. WAYNE KAHLE
                                       ---------------------------------
                                       Title: Vice President




                                     -107-
<PAGE>   114

                                                                         ANNEX I

                                        COMMITMENTS

<TABLE>
<CAPTION>
                                            TERM                       TERM                        TERM
NAME OF BANK                               LOAN A                     LOAN B                      LOAN C                 REVOLVER
------------                               ------                     ------                      ------                 --------
<S>                                   <C>                        <C>                          <C>                    <C>
Credit Lyonnais                       $ 45,961,039.03            $ 26,493,333.32              $                      $ 15,706,213.32
New York Branch

Keyport Life                             3,818,181.82                        -                 3,181,818.18                      -
Insurance
Company

Medical Liability                        3,818,181.82                        -                 3,181,818.18                      -
Insurance
Company

United Mutual of                         5,000,000.00                        -                          -                        -
Omaha

PNC Bank, N.A.                          22,690,677.76               5,795,416.67                        -              21,031,073.67

The Bank of New                         22,690,677.76               7,451,250.00                        -              19,364,407.00
York

Societe Generale                        16,207,627.38               4,967,500.00                        -              13,474,576.00

CIBC, Inc.                              16,207,627.38                        -                 8,000,000.00            18,474,576.00

Canadian Imperial                        7,631,118.88                        -                12,272,727.27                      -
Bank of
Commerce

Transamerica                                      -                          -                          -              25,000,000.00
Business Credit

First Union                                       -                          -                          -              25,000,000.00
National Bank of
North Carolina

The Bank of Nova                                  -                 5,795,416.67                        -              19,166,666.67
Scotia

Bank of Hawaii                           4,903,846.15               5,795,416.67                        -              14,166,666.67
</TABLE>



<PAGE>   115

                                                                         ANNEX I
                                                                          Page 2

<TABLE>
<CAPTION>
                                            TERM                       TERM                        TERM
NAME OF BANK                               LOAN A                     LOAN B                      LOAN C                 REVOLVER
------------                               ------                     ------                      ------                 --------
<S>                                   <C>                        <C>                          <C>                    <C>
Bank of Scotland                         3,923,076.92               4,967,500.00                        -             15,500,000.00

Massachusetts                            7,846,153.85                        -                15,000,000.00                     -
Mutual Life
Insurance Co.

Octagon Credit                                    -                 9,935,000.00               9,000,000.00            2,000,000.00
Investors

Mitsui Leasing                           9,724,576.04                        -                          -             10,084,746.00
(U.S.A) Inc.

Banque Nationale                                  -                 4,139,583.33                        -             15,833,333.33
de Paris

Wells Fargo Bank                                  -                          -                          -             17,500,000.00
N.A.

First National                                    -                          -                          -             17,500,000.00
Bank of Chicago

Arab Bank PLC                            9,724,576.04                        -                          -              7,584,746.00

Trust Company of                         1,078,846.15                        -                 3,500,000.00                     -
the West

Oak Hill                                          -                          -                15,000,000.00                     -
Securities Fund,
Ltd.

Chang Hwa                                         -                 3,311,666.67                        -             11,666,666.67
Commercial Bank,
Ltd.

Southern Pacific                                  -                 4,139,583.33                        -              8,333,333.33
Thrift & Loan
Association

CIC                                               -                          -                          -             12,500,000.00

Bankers Trust                                     -                          -                          -             12,500,000.00
Company
</TABLE>


<PAGE>   116

                                                                         ANNEX I
                                                                          Page 3

<TABLE>
<CAPTION>
                                            TERM                       TERM                        TERM
NAME OF BANK                               LOAN A                     LOAN B                      LOAN C            REVOLVER
------------                               ------                     ------                      ------            --------
<S>                                   <C>                        <C>                          <C>               <C>

Via Banque                               6,483,050.36                        -                          -              3,389,831.00

BankBoston N.A.                                   -                 3,311,666.67                        -              6,666,666.67

Sanwa Bank, Ltd.                                  -                          -                          -             10,000,000.00

Credit Lyonnais                                   -                 3,311,666.67                        -              6,666,666.67
Active Loan
Portfolio

Orix USA Corp                                     -                 9,935,000.00                        -                       -

Girocredit Bank                          6,483,050.36                        -                          -              3,389,831.00

Eaton Vance                              4,903,846.15                        -                 5,000,000.00                     -

Citicorp Real                                     -                          -                          -             10,000,000.00
Estate, Inc.

ING Capital                                       -                          -                 4,500,000.00                     -
Advisors

KZH Holdings                                      -                          -                 4,500,000.00                     -
Corp. II

Bank Leumi                                        -                          -                          -              7,500,000.00

PPM                                               -                          -                 5,000,000.00                     -

Dean                                              -                          -                 5,000,000.00                     -
Witter/Prime
Income Trust

Allstate Insurance                                -                          -                 2,500,000.00                     -
Company

Allstate Life                                     -                          -                 2,500,000.00                     -
Insurance
Company

TOTAL                                 $191,250,000.00            $ 99,350,000.00            $135,000,000.00         $350,000,000.00
</TABLE>


<PAGE>   117

                                                                        ANNEX II

                                 BANK ADDRESSES

<TABLE>
<CAPTION>
BANK                                                 ADDRESS
<S>                                                 <C>

CREDIT LYONNAIS                                      1301 Avenue of the Americas
  NEW YORK BRANCH                                    New York, NY  10019
                                                     Telephone No: 212-261-7872
                                                     Facsimile No: 212-261-7890
                                                     Attention: Mischa Zabotin

MASSACHUSETTS MUTUAL                                 1295 State Street
  LIFE INSURANCE COMPANY                             Springfield, MA  01111-0001
                                                     Telephone No: 413-744-6125
                                                     Facsimile No: 413-744-6127
                                                     Attention: Steven Katz

PNC BANK, N.A.                                       1 PNC Plaza
                                                     249 5th Avenue
                                                     Pittsburgh, PA 15222-2707
                                                     Telephone No: 412-762-3293
                                                     Facsimile No: 412-768-5754
                                                     Attention: Jay Baker

THE BANK OF NEW YORK                                 One Wall Street
                                                     21st Floor
                                                     New York, NY 10286
                                                     Telephone No: 212-635-8113
                                                     Facsimile No: 212-809-9526
                                                     Attention: David Fowler

MITSUI LEASING (U.S.A.) INC.                         200 Park Avenue
                                                     32nd Floor
                                                     New York, NY 10166
                                                     Telephone No: 212-883-3061
                                                     Facsimile No: 212-490-1684
                                                     Attention: Jerry Parisi

</TABLE>
<PAGE>   118

                                                                        ANNEX II
                                                                          Page 2

<TABLE>
<S>                                       <C>
GIROCREDIT BANK AG DER                     65 East 55th Street
  SPARKASSEN,                              29th Floor
  GRAND CAYMAN ISLAND                      New York, NY 10022
  BRANCH                                   Telephone No: 212-909-0624
                                           Facsimile No: 212-644-0644
                                           Attention: John Redding

SOCIETE GENERALE                           1221 Avenue of the Americas
                                           11th Floor
                                           New York, NY 10020
                                           Telephone No: 212-278-6878
                                           Facsimile No: 212-278-7430
                                           Attention: Sedare Coradin

VIA BANQUE                                 10 Rue Volney BP 27
                                           75002 Paris
                                           CEDEX 02
                                           Telephone No: 33-1-49-26-26-26
                                           Facsimile No: 33-1-49-26-29-99
                                           Attention: Christel Prot

STRATA/CERES/AERIES/                       666 5th Avenue
  CAPTIVA                                  New York, NY 10103
  ORRICK, HERRINGTON &                     Telephone No: 212-506-5184
  SUTCLIFFE                                Facsimile No: 212-506-3540
                                           Attention: Patricia Seddon

KEYPORT LIFE INSURANCE CO.                 125 High Street
                                           Boston, MA 02110-2712
                                           Attention: Daniel T.H. Yin

MEDICAL LIABILITY MUTUAL                   2 Park Avenue
 INSURANCE COMPANY                         New York, NY 10016
                                           Attention: K. Wayne Kahle

UNITED MUTUAL OF OMAHA                     Investment Securities Division
                                           Mutual of Omaha Plaza
                                           Omaha, NE 68175
                                           Attention: Gary Garrison
</TABLE>

<PAGE>   119

                                                                        ANNEX II
                                                                          Page 3

AMARA-2 FINANCE LTD                          425 Park Avenue
  KAYE, SCHOLER, PIERMAN,                    New York, NY 10022-3598
  HAYS & HANDLER, L.L.P.                     Telephone No: 212-836-8216
                                             Facsimile No: 212-836-7157/6157
                                             Attention: Gary Bernstein

CANADIAN IMPERIAL BANK                       425 Lexington Avenue
OF COMMERCE                                  8th Floor
                                             New York, NY 10017
                                             Telephone No: 212-85
                                             Attention: Cheryl Root

ARAB BANK PLC                                520 Madison Avenue
                                             2nd Floor
                                             New York, NY 10022
                                             Telephone No: 212-715-9702
                                             Facsimile No: 212-593-4632
                                             Attention: Khanh Voung

OCTAGON CREDIT INVESTORS                     380 Madison Avenue
                                             New York, NY 10017
                                             Telephone No: 212-622-3070
                                             Facsimile No: 212-622-3797
                                             Attention: James Ferguson

BANK OF SCOTLAND                             565 Fifth Avenue
                                             New York, NY 10017
                                             Telephone No: 212-450-0830
                                             Attention: John Kelly

TRANSAMERICA BUSINESS                        555 Theodore Fremd Avenue
  CREDIT                                     Rye, NY 10580
                                             Telephone No: 914-925-7200
                                             Facsimile No: 914-921-0110
                                             Attention: Steve Goetschius

<PAGE>   120

                                                                        ANNEX II
                                                                          Page 4

SOUTHERN PACIFIC THRIFT                 12300 Wilshire Blvd., Suite 200
  & LOAN PORTFOLIO                      Los Angeles, CA  90025
                                        Telephone No:
                                        Facsimile No: 310-207-4087
                                        Attention: Chris Kelleher

BANK OF BOSTON                          115 Perimeter Center Place NE
                                        Suite 500
                                        Atlanta, GA 30346
                                        Telephone No: 770-390-6552
                                        Attention: Daniel L. Silbert

BANK OF HAWAII                          1850 North Central Avenue, Suite 400
                                        Phoenix, AZ 85004
                                        Telephone No: 602-257-2432
                                        Facsimile No: 602-257-2235
                                        Attention: Joseph Donalson

BANQUE NATIONALE DE PARIS               Real Estate Department (2nd Floor)
                                        499 Park Avenue
                                        New York, NY 10022
                                        Telephone No: 212-415-9876
                                        Facsimile No: 212-415-9823
                                        Attention: Marguerite L. Lebon

SCOTIABANK                              Real Estate Banking
  THE BANK OF NOVA SCOTIA               1 Liberty Plaza, 25th Floor
                                        New York, NY 10006
                                        Telephone No: 212-225-5158
                                        Facsimile No: 212-225-5166
                                        Attention: Doug Davisdon

RIX USA CORPORATION                     780 Third Avenue, 48th Floor
                                        New York, NY 10017-7088
                                        Telephone No: 212-418-8357
                                        Facsimile No: 212-418-8308
                                        Attention: Ms. Kiyomi Kosaka

<PAGE>   121

                                                                        ANNEX II
                                                                          Page 5

CHANG HWA COMMERCIAL                       One World Trade Center
  BANK, LTD.                               Suite 3211
                                           New York, NY 10048
                                           Telephone No: 212-390-7040
                                           Facsimile No: 212-390-0120
                                           Attention: Teddy Mou

DEAN WITTER/PRIME INCOME                   C/O Dean Witter Intercapital Inc.
  TRUST                                    72nd Floor
                                           Two World Trade Center
                                           New York, NY 10048
                                           Telephone No: 212-392-9034
                                           Facsimile No: 212-392-5345
                                           Attention: Peter Gerwitz

FIRST UNION NATIONAL BANK                  301 South College Street, DC-5
  OF NORTH CAROLINA                        Charlotte, NC 28288-0745
                                           Telephone No: 704-383-4747
                                           Facsimile No: 704-374-2802
                                           Attention: John Cannon

ALLSTATE INSURANCE                         c/o Allstate Life Insurance Company
COMPANY                                    Private Placements Department
                                           3075 Sanders Road, STE G3A
                                           Northbrook, IL 60062-7127
                                           Telephone No: 847-402-4394
                                           Facsimile No: 847-402-3092
                                           Attention: Christopher Goergen

ALLSTATE LIFE INSURANCE                    Private Placements Department
COMPANY                                    3075 Sanders Road, STE G3A
                                           Northbrook, IL 60062-7127
                                           Telephone No: 847-402-4394
                                           Facsimile No: 847-402-3092
                                           Attention: Thomas Dugan

WELLS FARGO BANK                           555 Montgomery Street, 17th Floor
                                           San Francisco, CA 94111
                                           Telephone No: 415-396-3728
                                           Facsimile No: 415-788-9421
                                           Attention: Mark Meyers

<PAGE>   122

                                                                        ANNEX II
                                                                          Page 6


BANK LEUMI TRUST OF NEW                 579 Fifth Avenue, 3rd Floor
  YORK                                  New York, NY 10017
                                        Telephone No: 212-407-4303
                                        Facsimile No: 212-407-4317
                                        Attention: Steve Navarro

THE FIRST NATIONAL BANK                 One First National Plaza, Suite 0315
OF CHICAGO                              Chicago, IL 60670-0315
                                        Telephone No: 312-732-7227
                                        Facsimile No: 312-732-1117
                                        Attention: Charles Moffett

PROTECTIVE ASSET                        1150 Two Galleria Tower
  MANAGEMENT LLC                        13455 Noel Road LB#45
                                        Dallas, TX 75240
                                        Telephone No: 972-233-4300
                                        Facsimile No: 972-233-4343
                                        Attention: Todd Travers

MERRILL LYNCH ASSET                     800 Scudders Mill Road
  MANAGEMENT                            Plainsboro, NJ 08536
                                        Telephone No: 609-282-2000
                                        Facsimile No: 609-282-2756
                                        Attention: Anthony Clemente

PILGRIM AMERICA                         Two Renaissance Square
TIME RATE TRUST                         40 North Central Avenue, Suite 1200
                                        Phoenix, AZ 85002-4424
                                        Telephone No: 602-417-8259
                                        Facsimile No: 602-417-8300
                                        Attention: Howard Tiffen

KZH HOLDINGS CORPORATION II             333 South Grand Avenue
                                        Los Angeles, CA  90071
                                        Telephone No: 213-346-3980
                                        Facsimile No: 213-346-3995
                                        Attention: Kathleen Lenarcic

<PAGE>   123

                                                                        ANNEX II
                                                                          Page 7


TRUST COMPANY OF THE WEST                 200 Park Avenue, 22nd Floor
                                          New York, NY  10166
                                          Telephone No: 212-297-4137
                                          Facsimile No: 212-297-4159
                                          Attention: Justin Driscole

APPALOOSA MANAGEMENT                      51 John F. Kennedy Parkway
                                          Short Hills, NJ  07078
                                          Telephone No: 201-376-5400
                                          Facsimile No: 201-376-5415
                                          Attention:  James Bolin

OAK HILL SECURITIES FUND, L               Park Avenue Tower
                                          65 East 55th Street, 32nd Floor
                                          New York, NY  10022
                                          Telephone No:  212-326-1551
                                          Facsimile No:  212-593-3596
                                          Attention:  Scott Krase

EATON VANCE                               24 Federal Street
                                          Boston, MA  02110
                                          Telephone No: 617-654-8486
                                          Facsimile No: 617-695-9594
                                          Attention:  Craig Russ

BANKERS TRUST COMPANY                     130 Liberty Street, 25th Floor
                                          New York, NY  10006
                                          Telephone No: 212-250-2568
                                          Facsimile No: 212-669-0743
                                          Attention: Laura Burwick

UNION EUROPEENNE DE CIC                   520 Madison Avenue
                                          New York, NY 10022
                                          Telephone No: 212-715-4413
                                          Facsimile No: 212-715-4477
                                          Attention: Shaun Mounier

<PAGE>   124

                                                                        ANNEX II
                                                                          Page 8


PPM AMERICA                                          225 West Wacker Street
                                                     Suite 1200
                                                     Chicago, IL  60606
                                                     Telephone No:  312-634-2561
                                                     Facsimile No:  312-634-0054
                                                     Attention:  Guy Petrelli

THE SANWA BANK                                       55 East 52nd Street
                                                     New York, NY  10055
                                                     Telephone No: 212-339-6337
                                                     Facsimile No: 212-754-2360
                                                     Attention:  Kevin Kai

CITIBANK                                             399 Park Avenue
                                                     9th Floor, Zone 8
                                                     New York, NY  10043
                                                     Telephone No:  212-559-8266
                                                     Facsimile No:  212-793-5300
                                                     Attention:  Susan McManigal