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                                                                    Exhibit 10.5
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                         TravelCenters of America, Inc.

                                  $270,000,000

                                Credit Agreement

                                   dated as of
                                 March 21, 1997,
                                   as amended
                               and restated as of
                                November 24, 1998

                              Chase Securities Inc.
                                   as Arranger

                            The Chase Manhattan Bank
                                    as Agent
      
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                                TABLE OF CONTENTS

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                                                                     ----
                                    ARTICLE I

                                   Definitions

SECTION 1.01.     Defined Terms......................................  2
SECTION 1.02.     Terms Generally.................................... 26

                                   ARTICLE II

                                   The Credits

SECTION 2.01.     Commitments; Continuation of Existing Term Loans    27
SECTION 2.02.     Loans.............................................. 27
SECTION 2.03.     Notice of Borrowings............................... 29
SECTION 2.04.     Evidence of Debt; Repayment of Loans............... 29
SECTION 2.05.     Fees............................................... 30
SECTION 2.06.     Interest on Loans.................................. 30
SECTION 2.07.     Default Interest................................... 31
SECTION 2.08.     Alternate Rate of Interest......................... 31
SECTION 2.09.     Termination and Reduction of Commitments........... 31
SECTION 2.10.     Conversion and Continuation of Term Borrowings      32
SECTION 2.11.     Repayment of Term Borrowings....................... 33
SECTION 2.12.     Optional Prepayment................................ 34
SECTION 2.13.     Mandatory Prepayments.............................. 35
SECTION 2.14.     Reserve Requirements; Change in Circumstances       37
SECTION 2.15.     Change in Legality................................. 39
SECTION 2.16.     Indemnity.......................................... 39
SECTION 2.17.     Pro Rata Treatment................................. 40
SECTION 2.18.     Sharing of Setoffs................................. 40
SECTION 2.19.     Payments........................................... 41
SECTION 2.20.     Taxes.............................................. 41
SECTION 2.21.     Swingline Loans.................................... 43

                                   ARTICLE III

                                Letters of Credit

SECTION 3.01.     Issuance of Letters of Credit...................... 44
SECTION 3.02.     Participations; Unconditional Obligations.......... 44
SECTION 3.03.     LC Fee............................................. 45
SECTION 3.04.     Agreement to Repay LC Disbursements................ 45

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                                                                Contents, page 2

                                                                     Page
                                                                     ----

SECTION 3.05.     Letter of Credit Operations........................ 46
SECTION 3.06.     Cash Collateralization............................. 46
SECTION 3.07.     Termination of LC Commitment....................... 47
SECTION 3.08.     Fronting Bank Fees................................. 47
SECTION 3.09.     Resignation or Removal of Fronting Bank............ 47

                                   ARTICLE IV

                         Representations and Warranties

SECTION 4.01.     Organization; Powers............................... 48
SECTION 4.02.     Authorization...................................... 48
SECTION 4.03.     Enforceability..................................... 48
SECTION 4.04.     Governmental Approvals............................. 49
SECTION 4.05.     Financial Statements............................... 49
SECTION 4.06.     No Material Adverse Change......................... 49
SECTION 4.07.     Title to Properties; Possession Under Leases.       49
SECTION 4.08.     Subsidiaries....................................... 50
SECTION 4.09.     Litigation; Compliance with Laws................... 50
SECTION 4.10.     Agreements......................................... 50
SECTION 4.11.     Federal Reserve Regulations........................ 50
SECTION 4.12.     Investment Company Act; Public Utility Holding
                     Company Act..................................... 51
SECTION 4.13.     Use of Proceeds.................................... 51
SECTION 4.14.     Tax Returns........................................ 51
SECTION 4.15.     No Material Misstatements.......................... 51
SECTION 4.16.     Employee Benefit Plans............................. 51
SECTION 4.17.     Environmental and Safety Matters................... 52
SECTION 4.18.     Solvency........................................... 52
SECTION 4.19.     Employment and Management Agreements............... 53
SECTION 4.20.     Capitalization..................................... 53
SECTION 4.21.     Security Documents................................. 54
SECTION 4.22.     Labor Matters...................................... 55
SECTION 4.23.     Location of Real Property and Leased Premises       55
SECTION 4.24.     Insurance.......................................... 55
SECTION 4.25.     Delivery of Documents.............................. 55
SECTION 4.26.     Fees and Expenses.................................. 56
SECTION 4.27.     Year 2000.......................................... 56

                                    ARTICLE V

                      Conditions of Lending and Issuance of
                                Letters of Credit

SECTION 5.01.     All Credit Events.................................. 57

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                                                                Contents, page 3

                                                                     Page
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SECTION 5.02.     Borrowing Under the Additional
                     Term Loan Facility.............................. 57

                                   ARTICLE VI

                              Affirmative Covenants

SECTION 6.01.     Existence; Business and Properties................. 61
SECTION 6.02.     Insurance.......................................... 62
SECTION 6.03.     Obligations and Taxes.............................. 63
SECTION 6.04.     Financial Statements, Reports, etc................. 64
SECTION 6.05.     Litigation and Other Notices....................... 65
SECTION 6.06.     ERISA.............................................. 66
SECTION 6.07.     Maintaining Records; Access to Properties and
                     Inspections..................................... 66
SECTION 6.08.     Use of Proceeds.................................... 66
SECTION 6.09.     Fiscal Year........................................ 66
SECTION 6.10.     Further Assurances................................. 66
SECTION 6.11.     Rate Protection Agreements......................... 67
SECTION 6.12.     Environmental and Safety Laws...................... 67
SECTION 6.13.     Material Contracts................................. 68
SECTION 6.14.     Certificates of Occupancy, Permits and Zoning       68

                                   ARTICLE VII

                               Negative Covenants

SECTION 7.01.     Indebtedness....................................... 70
SECTION 7.02.     Liens.............................................. 72
SECTION 7.03.     Sale and Leaseback Transactions.................... 74
SECTION 7.04.     Investments, Loans and Advances.................... 75
SECTION 7.05.     Mergers, Consolidations, Sales of Assets and
                     Acquisitions.................................... 76
SECTION 7.06.     Dividends and Distributions........................ 78
SECTION 7.07.     Transactions with Affiliates....................... 78
SECTION 7.08.     Business of Borrower, the Guarantors and TAFSI      78
SECTION 7.09.     Limitations on Debt Prepayments.................... 81
SECTION 7.10.     Amendment of Certain Documents and Subordinated
                     Notes........................................... 81
SECTION 7.11.     Limitation on Leases............................... 82
SECTION 7.12.     Subsidiaries....................................... 82
SECTION 7.13.     Capital Expenditures............................... 82
SECTION 7.14.     Consolidated Net Worth............................. 83
SECTION 7.15.     Current Ratio...................................... 83
SECTION 7.16.     Interest Expense Coverage Ratio.................... 83

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                                                                Contents, page 4

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SECTION 7.17.     Leverage Ratio..................................... 84

                                  ARTICLE VIII

Events of Default.................................................... 84

                                   ARTICLE IX

The Agent............................................................ 87

                                    ARTICLE X

                                  Miscellaneous

SECTION 10.01.    Notices............................................ 89
SECTION 10.02.    Survival of Agreement.............................. 90
SECTION 10.03.    Binding Effect..................................... 90
SECTION 10.04.    Successors and Assigns............................. 90
SECTION 10.05.    Expenses; Indemnity................................ 93
SECTION 10.06.    Right of Setoff.................................... 94
SECTION 10.07.    APPLICABLE LAW..................................... 94
SECTION 10.08.    Waivers; Amendment................................. 94
SECTION 10.09.    Interest Rate Limitation........................... 95
SECTION 10.10.    Entire Agreement................................... 95
SECTION 10.11.    WAIVER OF JURY TRIAL............................... 95
SECTION 10.12.    Severability....................................... 96
SECTION 10.13.    Counterparts....................................... 96
SECTION 10.14.    Headings........................................... 96
SECTION 10.15.    Jurisdiction; Consent to Service of Process........ 96
SECTION 10.16.    Investment of Certain Escrowed Amounts............. 96
SECTION 10.17.    Confidentiality.................................... 97
SECTION 10.18.    Pre-Funding Escrow Arrangements.................... 98

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                                                                Contents, page 5

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Exhibits

Exhibit A            Administrative Questionnaire
Exhibit B            Form of Assignment and Acceptance
Exhibit C            Form of Assignment of Leases and Rents
Exhibit D            Form of Collateral Account Agreement
Exhibit E            Form of Collateral Assignment
Exhibit F-1          Form of Guarantee Agreement
Exhibit F-2          Form of TA Travel Guarantee Agreement
Exhibit G            Form of Indemnity and Subrogation Agreement
Exhibit H            Form of Intercreditor Agreement
Exhibit I            Form of Mortgage
Exhibit J            Form of Pledge Agreement
Exhibit K-1          Form of Security Agreement
Exhibit K-2          Form of TA Travel Security Agreement
Exhibit L            Form of Trademark Security Agreement
Exhibit M-1          Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
Exhibit M-2          Form of Opinion of Local Counsel
Exhibit N            Form of Aircraft Mortgage
Exhibit O            Terms and Conditions for Escrow Funding

Schedules

Schedule 1.01(a)     Mortgaged Properties
Schedule 1.01(c)     Mortgage Filing Offices
Schedule 2.01        Commitments and Lenders
Schedule 4.07(b)     Lease Exceptions
Schedule 4.07(c)     Notices of Condemnation
Schedule 4.09        Litigation
Schedule 4.19        Employment and Management Agreements
Schedule 4.20(a)(i)  Stockholders
Schedule 4.20(a)(ii) Holders of Voting Trust Certificates
Schedule 4.20(f)     Agreements Relating to Capital Stock
Schedule 4.21        UCC Filing Offices
Schedule 4.23(a)     Owned Real Property
Schedule 4.23(b)     Leased Real Property
Schedule 5.02(a)     Local Counsel Listing
Schedule 6.02(e)     Certain Phase II Environmental Consultant Insurance
Schedule 6.14        Modified Mortgaged Properties
Schedule 7.01        Indebtedness
Schedule 7.02        Liens
Schedule 7.03        Sale Lease-Back Transactions
Schedule 7.05(g)     Permitted Truckstops Dispositions
Schedule 7.07        Permitted Affiliate Transactions
Schedule 7.11(a)     Leases

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                                                                       1

                                CREDIT AGREEMENT dated as of March 21, 1997, as
                           amended and restated as of November 24, 1998, among
                           the Borrower, the Lenders, the Agent, the Fronting
                           Bank and the Swingline Lender (each such term and
                           each other term used but not defined in this
                           introductory statement having the meaning assigned
                           thereto in Article I).

            The Borrower, the Lenders party thereto, the Agent, the Fronting
Bank and the Swingline Lender are parties to a Credit Agreement dated as of
March 21, 1997, as amended as of March 1, 1998 (as in effect immediately before
the Restatement Closing Date, the "Original Credit Agreement"), pursuant to
which (a) such Lenders made Term Loans to the Borrower in an aggregate principal
amount of $80,000,000, (b) the Swingline Lender committed to make Swingline
Loans to the Borrower, at any time and from time to time prior to the Revolving
Credit Maturity Date, in an aggregate principal amount at any time outstanding
not in excess of $5,000,000, (c) such Lenders committed to make Revolving Loans
to the Borrower, at any time and from time to time prior to the Revolving Credit
Maturity Date, in an aggregate principal amount at any time outstanding not in
excess of $40,000,000 minus the sum of (i) the aggregate principal amount of
Swingline Loans outstanding at such time and (ii) the LC Exposure at such time,
and (d) the Fronting Bank committed to issue Letters of Credit, in an aggregate
face amount at any time outstanding not in excess of $20,000,000.

            The Borrower has requested that the Original Credit Agreement be
amended and restated in order to (a) permit the Borrower to effect on the
Restatement Closing Date the Burns Acquisition and the Series II Tranche A
Exchange Note Refinancing, (b) increase the Term Loan Commitments by an
aggregate amount of $150,000,000, (c) permit the Borrower under certain
conditions specified herein to effect the Additional Permitted Acquisition, (d)
permit the release of certain real property previously included in the
Collateral and (e) effect certain other amendments to the Original Credit
Agreement. The transactions described in the foregoing clauses (a) and (b),
together with the amendment and restatement of the Original Credit Agreement in
accordance with this Agreement, are referred to herein collectively as the
"Additional Transactions".

            The proceeds of the Additional Term Loans to be made by the Lenders
on the Restatement Closing Date are to be used solely to (a) fund the cash
purchase price of approximately $55,000,000 to be paid in connection with the
Burns Acquisition, (b) repay in full all the Series II Tranche A Exchange Notes
in an aggregate principal amount of $50,000,000 plus accrued interest and any
Break Funding Costs (as defined in the Tranche A Exchange Note Purchase
Agreements as in effect immediately prior to the consummation of the Additional
Transactions) related thereto to but excluding the date of payment, (c) fund up
to $30,000,000 of the cash purchase price to be paid in connection with the
Additional Permitted Acquisition, (d) fund anticipated capital expenditures of
the Borrower and its subsidiaries and (e) pay the fees and expenses incurred in
connection with the Additional Transactions and pay certain other related
expenses. The proceeds of the Swingline Loans and the Revolving Loans are to be
used and the Letters of Credit are to be issued solely for general corporate
purposes of the Borrower and its subsidiaries.

            The Lenders, the Swingline Lender and the Fronting Bank are willing
to amend and restate the Original Credit Agreement in the form hereof for such
purposes, the Lenders and the Swingline Lender are willing 

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to extend such credit to the Borrower and the Fronting Bank is willing to issue
Letters of Credit for the account of the Borrower, in each case on the terms and
subject to the conditions set forth herein. Accordingly, the parties hereto
agree as follows:

                                    ARTICLE I

                                   Definitions

            SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below:

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

            "ABR Loan" shall mean any ABR Term Loan or ABR Revolving Loan.

            "ABR Revolving Loan" shall mean any Revolving Loan bearing interest
at a rate determined by reference to the Alternate Base Rate in accordance with
the provisions of Article II.

            "ABR Spread" shall mean (a) in the case of Term Loans, 2.75% per
annum and (b) in the case of Revolving Loans, 1.75% per annum.

            "ABR Term Loan" shall mean any Term Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

            "Accredited Lessee" shall have the meaning assigned to such term in
Section 7.08(b)(ii).

            "Additional Permitted Acquisition" shall mean a single acquisition
(by merger, consolidation, asset purchase or otherwise) in a single transaction
or series of related transactions of substantially all the assets from, or 100%
of the outstanding shares or other equity interests in, any Person, for
aggregate consideration not exceeding $65,000,000 (including assumed
Indebtedness but excluding up to $5,000,000 of consideration comprised of the
Borrower's Common Stock), provided that:

            (a) the Borrower or any Guarantor shall have entered into a
      definitive purchase agreement, definitive merger agreement, definitive
      tender offer agreement or other similar definitive agreement with respect
      to such acquisition not later than March 31, 1999, and such acquisition
      shall have been consummated not later than December 31, 1999,

            (b) the business or Person acquired shall be in the same principal
      line of business as TA and National,

            (c) such acquisition shall have been approved by such Person's board
      of directors and shall not have been preceded by an unsolicited offer by
      the Borrower for such Person,

            (d) neither the Borrower nor any of its subsidiaries shall assume or
      otherwise become liable for any Indebtedness in connection with such
      acquisition (except for Indebtedness permitted by Section 7.01),

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            (e) in the case of the acquisition (by merger, consolidation or
      otherwise) of 100% of the outstanding shares or other equity interests of
      such Person, simultaneously with or immediately following such
      acquisition, either (i) such acquired Person shall be merged with and into
      one of the Guarantors or (ii)(A) the Borrower or any Guarantor shall grant
      the Collateral Agent a first-priority pledge of 100% of the shares or
      other equity interests of such Person and (B) such Person shall become a
      Guarantor (by merger, consolidation or otherwise, including by the merger
      of a then existing Guarantor into such Person with such Person being the
      surviving entity, provided that such Person assumes by operation of law
      all of the liabilities and obligations of the existing Guarantor) and
      shall take all actions that may be required under applicable law or that
      the Required Lenders, the Agent or the Collateral Agent may reasonably
      request in order to create and perfect first-priority security interests
      in substantially all of such Person's personal property and significant
      real property to secure the Obligations, such pledges, security interests
      and Liens being created in the case of each of the foregoing clauses (A)
      and (B) at the Borrower's expense and cost, pursuant to the Borrower's
      obligations under Section 6.10 and pursuant to security agreements,
      mortgages, deeds of trust and other instruments and documents in form and
      substance satisfactory to the Collateral Agent (provided that the
      Collateral Agent's approval of such instruments and documents shall not
      limit in any way the rights of the Required Lenders pursuant to Section
      6.10),

            (f) immediately after giving effect to such acquisition and any
      related transactions, no Default or Event of Default shall have occurred
      and be continuing or would result therefrom,

            (g) all transactions related to such acquisition shall be
      consummated in accordance with applicable laws,

            (h) the Borrower's chief financial officer shall have provided the
      Agent with a certification, reasonably satisfactory to the Agent, that
      such acquisition will not result in the assumption by the Borrower or any
      of its subsidiaries of any material environmental and employee health and
      safety exposures or other material contingent liabilities, and

            (i) after giving pro forma effect to such acquisition (including
      taking into account any expense reductions reasonably expected by the
      Borrower to result within 12 months following such acquisition, as set
      forth in a Responsible Officer's certificate delivered to the Agent), (A)
      the Borrower shall be in compliance with Sections 7.14, 7.15, 7.16 and
      7.17, (B) the Borrower's Consolidated Net Worth shall not be any lower
      than the Borrower's actual Consolidated Net Worth immediately before
      giving pro forma effect to such acquisition, (C) the Borrower's Interest
      Expense Coverage Ratio for the most recently completed period of four
      consecutive fiscal quarters shall not have decreased by more than 0.25
      from the Borrower's actual Interest Expense Coverage Ratio for such period
      before giving pro forma effect to such acquisition (assuming that such
      acquisition occurred on the first day of such period) and (D) the
      Borrower's Leverage Ratio shall not have increased by more than 0.50 from
      the Borrower's actual Leverage Ratio immediately before giving pro forma
      effect to such acquisition.

            "Additional Reserve Amount" shall have the meaning assigned to such
term in Section 5.02(z).

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            "Additional Term Loans" shall mean the term loans made by a Lender
to the Borrower pursuant to clause (b) of Section 2.01. Each Additional Term
Loan shall be a Eurodollar Term Loan or an ABR Term Loan.

            "Additional Term Loan Commitments" shall mean, with respect to each
Lender, the commitment of such Lender to make Additional Term Loans hereunder as
set forth in clause (b) of Section 2.01, or in the Assignment and Acceptance
pursuant to which such Lender assumed its Additional Term Loan Commitment, as
the same may be reduced from time to time pursuant to Section 2.09. The
aggregate principal amount of the Additional Term Loan Commitments is
$150,000,000 on the Restatement Closing Date.

            "Additional Term Loan Facility" shall mean the aggregate amount of
the Lenders' Additional Term Loan Commitments.

            "Additional Transactions" shall have the meaning assigned to such
term in the introductory statement to this Agreement.

            "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate
in effect for such Interest Period and (b) Statutory Reserves. For purposes
hereof, the term "LIBO Rate" shall mean the rate (rounded upwards, if necessary,
to the next 1/16 of 1%) at which dollar deposits approximately equal in
principal amount to the Agent's portion of such Eurodollar Borrowing and for a
maturity comparable to such Interest Period are offered to the principal London
office of the Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

            "Administrative Fees" shall have the meaning assigned to such term
in Section 2.05(b).

            "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit A.

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

            "Agent" shall mean The Chase Manhattan Bank, a New York banking
corporation, in its capacity as agent for the Lenders.

            "Airplane" shall have the meaning assigned to such term in Section
7.04(l).

            "Airplane Mortgage" shall mean the aircraft mortgage previously
granted to the Collateral Agent on the Airplane, including any assignment of
leases and rents, as amended and restated as of the Restatement Closing Date and
substantially in the form of Exhibit N, and any similar mortgage granted on a
replacement Airplane pursuant to Section 6.10.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of
(a) the Prime Rate in effect on such day, 

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(b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, the
term "Prime Rate" shall mean the rate of interest per annum publicly announced
from time to time by the Agent as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be effective on the
date such change is publicly announced as being effective. The term "Base CD
Rate" shall mean the sum of (a) the product of (i) the Three-Month Secondary CD
Rate and (ii) Statutory Reserves and (b) the Assessment Rate. The term
"Three-Month Secondary CD Rate" shall mean, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day shall not be a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate shall not be so reported on such day
or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day shall not be a Business Day, on the next preceding
Business Day) by the Agent from three New York City negotiable certificate of
deposit dealers of recognized standing selected by it. The term "Federal Funds
Effective Rate" shall mean, for any day, 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 on the next succeeding Business
Day by the Federal Reserve Bank of New York or, if such rate is not so published
for any day that is a Business Day, the average of quotations for the day of
such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it. If for any reason the Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Base CD Rate or the Federal Funds Effective Rate
or both for any reason, including the inability or failure of the Agent to
obtain sufficient quotations in accordance with the terms thereof, the Alternate
Base Rate shall be determined without regard to clause (b) or (c), or both, of
the first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate, respectively.

            "Ancillary Agreements" shall mean the TA Ancillary Agreements, the
National Ancillary Agreements and the Burns Ancillary Agreements.

            "Applicable Percentage" of any Participating Lender shall mean the
percentage of the aggregate Revolving Credit Commitments represented by such
Participating Lender's Revolving Credit Commitment.

            "Assessment Rate" shall mean for any date the annual rate (rounded
upwards, if necessary, to the next 1/100 of 1%) most recently estimated by the
Agent as the then-current net annual assessment rate that will be employed in
determining amounts payable by the Agent to the Federal Deposit Insurance
Corporation (or any successor) for insurance by such Corporation (or such
successor) of time deposits made in dollars at the Agent's domestic offices.

            "Asset Purchase Agreements" shall mean the TA Asset Purchase
Agreement, the National Asset Purchase Agreement and the Burns Asset Purchase
Agreement.

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                                                                               6


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

            "Assignments of Leases and Rents" shall mean the Assignments of
Leases and Rents, each as amended and restated as of the Restatement Closing
Date and substantially in the form of Exhibit C, between the Borrower and the
Collateral Agent.

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

            "Borrower" shall mean TravelCenters of America, Inc., a Delaware
corporation.

            "Borrowing" shall mean a group of Loans of a single Type made by the
Lenders on a single date and as to which a single Interest Period is in effect,
provided that a group of Existing Term Loans and Additional Term Loans all of a
single Type and as to which a single Interest Period is in effect shall be
deemed to be a single Borrowing.

            "Burns" shall mean Burns Bros., Inc., an Oregon corporation.

            "Burns Acquisition" shall mean the acquisition by TA of Burns'
Travel Stops Division for aggregate cash consideration of approximately
$55,000,000 pursuant to the Burns Asset Purchase Agreement.

            "Burns Ancillary Agreements" shall mean the Subway Purchase
Agreement, the Enterprises Asset Purchase Agreement, the BFR Asset Purchase
Agreement, the Services Agreement, the General Bill of Sale and Assignment, the
Assumption Agreement, the Trademark Assignment, the Gaming Agreement and the
Intellectual Property License Agreement (each as defined in the Burns Asset
Purchase Agreement).

            "Burns Asset Purchase Agreement" shall mean the Asset Purchase
Agreement dated as of October 17, 1998, between Burns and TA, as amended,
supplemented or otherwise modified from time to time in accordance with the
terms of this Agreement.

            "Burns Network" shall mean the Travel Stops Division of Burns
acquired by TA in the Burns Acquisition.

            "Business Day" shall mean any day (other than a Saturday, Sunday or
legal holiday in the State of New York) on which banks are open for business in
New York City; provided, however, that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

            "Capital Expenditures" shall mean, for any period, the sum of all
amounts that would, in accordance with GAAP, be included as additions to
property, plant and equipment and other capital expenditures on a consolidated
statement of cash flows for the Borrower and its subsidiaries during such period
(including the amount of assets leased under any Capital Lease Obligation).
Notwithstanding the foregoing, the term "Capital Expenditures" shall not include
(a) capital expenditures in respect of the reinvestment of sales proceeds,
insurance proceeds and 

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                                                                               7


condemnation proceeds received by the Borrower or its subsidiaries in connection
with the sale, transfer or other disposition of the Borrower's or its
subsidiaries' business units, assets or properties, if (as contemplated in the
definition of the term "Prepayment Event") such reinvestment (including, in the
case of insurance proceeds, reinvestment in the form of restoration or
replacement of damaged property) shall have resulted in the event giving rise to
the receipt of such amounts not being considered a "Prepayment Event" as
contemplated in the definition of such term, (b) Transition Capital Expenditures
made during such period, (c) the purchase price with respect to the Additional
Permitted Acquisition or (d) the purchase price with respect to the Burns
Acquisition.

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

            "Cash Interest Expense" shall mean, for any period, the net interest
expense of the Borrower and its subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, excluding (a) any fees and expenses
payable or amortized during such period by the Borrower or its subsidiaries in
connection with the Transactions and (b) any interest on the Subordinated Notes
not paid in cash prior to maturity of the Subordinated Notes. For purposes of
the foregoing, net interest expense shall be determined after giving effect to
any net payments made or received by the Borrower with respect to Rate
Protection Agreements.

            "Casualty" shall have the meaning assigned to such term in Section 9
of the Guarantee Agreement.

            "CBLA Certificate of Deposit" shall have the meaning assigned to
such term in Section 7.02(o).

            "CERCLA" shall have the meaning assigned to such term in the
definition of the term "Environmental and Safety Laws".

            A "Change in Control" shall be deemed to have occurred if:

            (a) any Person or group (within the meaning of Rule 13d-5 of the
      Securities and Exchange Commission as in effect on March 21, 1997), other
      than (i) the Institutional Investors (including the First Boston Entities
      (as defined below)) or (ii) the Management Purchasers and their Permitted
      Transferees (as set forth in Section 2(b) of the Stockholders Agreement),
      shall directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise, have the ability to elect a majority
      of the board of directors of the Borrower;

            (b)(i) the Institutional Investors (including the First Boston
      Entities) or (ii) the First Boston Entities, respectively, shall cease to
      own in the aggregate, directly or indirectly, beneficially and of record,
      shares representing at least 65% of the aggregate ordinary voting power
      represented by the issued and outstanding capital stock of the Borrower
      held by such Persons on March 21, 1997, provided that such 65% shall be
      reduced by the dilution suffered by such Persons as a result of any
      issuance by the Borrower after the Closing Date

<PAGE>   14
                                                                               8


      of any capital stock representing ordinary voting power (A) for fair value
      for cash to non-Affiliates of the applicable parties under clause (i) or
      (ii) above, as the case may be, or (B) to its employees to the extent that
      the shares issued to such employees do not exceed 15% of the
      then-outstanding capital stock having ordinary voting power;

            (c) any Person or group (within the meaning of Rule 13d-5 of the
      Securities and Exchange Commission as in effect on March 21, 1997), other
      than the Institutional Investors (including the First Boston Entities),
      shall own directly or indirectly, beneficially or of record, shares
      representing more than the lesser at any time of (i) 35% of the aggregate
      ordinary voting power represented by the issued and outstanding capital
      stock of the Borrower and (ii) the percentage of the aggregate ordinary
      voting power represented by the shares owned directly or indirectly,
      beneficially or of record, by the Institutional Investors (including the
      First Boston Entities) at such time;

            (d) a majority of the seats (other than vacant seats) on the board
      of directors of the Borrower shall at any time be occupied by Persons who
      were neither (i) nominated by the Institutional Investors (including the
      First Boston Entities) or the Management Purchasers and their Permitted
      Transferees nor (ii) elected by directors so nominated;

            (e) any "Change in Control" (however denominated) shall have
      occurred under the Tranche A Exchange Note Purchase Agreements or the
      Subordinated Note Indenture;

            (f) the Borrower shall cease to own and control directly, of record
      and beneficially (other than as a result of a merger of one Guarantor into
      another Guarantor permitted pursuant to Section 7.05(h)(iv)), 100% of each
      class of outstanding capital stock of each Guarantor and TAFSI free and
      clear of all Liens (other than any Liens created under the Pledge
      Agreement); or

            (g) any Guarantor or TAFSI shall issue any class of capital stock
      (or security convertible into any of its capital stock) that is not
      pledged to the Collateral Agent for the ratable benefit of the Secured
      Parties.

For purposes of this definition, the term "First Boston Entities" shall mean
Credit Suisse First Boston Corporation, The Clipper Group, L.P., Merchant
Truckstops, L.P., Clipper Capital Associates, L.P. and Clipper/Merchant I, L.P.
and their Affiliates and any of their designees on the Closing Date. For
purposes of clause (b) of this definition, the Convertible Preferred Stock and
the Senior Convertible Participating Preferred Stock shall be deemed to
constitute capital stock with ordinary voting power. For purposes only of
clauses (a), (c) and (d) of this definition, the term "Institutional Investor"
shall be deemed to include any other holder or holders of shares of the Borrower
having ordinary voting power if any Institutional Investor or First Boston
Entity (other than an Institutional Investor deemed to be an Institutional
Investor solely by virtue of this provision) shall hold the irrevocable general
proxy of each such holder in respect of the shares held by such holder.

            "Class" (a) when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans or Term Loans, (b) when used in reference to any Commitment, refers to
whether such Commitment is a Revolving Credit Commitment or a Term Loan
Commitment and (c) when used in reference to any Lender, refers to whether such
Lender is a Term Lender or a Revolving Lender.

<PAGE>   15
                                                                               9


            "Closing Date" shall mean March 27, 1997.

            "Code" shall mean the Internal Revenue Code of 1986, or any
successor statute thereto, as the same may be amended from time to time.

            "Collateral" shall mean all the "Collateral" as defined in any
Security Document and shall also include the Lockbox Collateral and the
Mortgaged Properties.

            "Collateral Account" shall have the meaning assigned to such term in
the Collateral Account Agreement.

            "Collateral Account Agreement" shall mean the Collateral Account
Agreement, as amended and restated as of the Restatement Closing Date and
substantially in the form of Exhibit D, between the Borrower and the Collateral
Agent for the benefit of the Secured Parties.

            "Collateral Agent" shall mean The Chase Manhattan Bank, as
Collateral Agent under the Intercreditor Agreement, the Security Documents and
the Guarantee Agreement.

            "Collateral Assignment" shall mean the Collateral Assignment, as
amended and restated as of the Restatement Closing Date and substantially in the
form of Exhibit E, from the Borrower, TAFSI, TA and National to the Collateral
Agent, providing for the assignment to the Collateral Agent of the Environmental
Agreements, the Ancillary Agreements, the Franchise Agreements, the Rate
Protection Agreements and certain other agreements specified in such Collateral
Assignment.

            "Commitment" shall mean, with respect to each Lender, such Lender's
Term Loan Commitment and Revolving Credit Commitment.

            "Commitment Fee" shall have the meaning assigned to such term in
Section 2.05(a).

            "Common Stock" shall have the meaning assigned to such term in
Section 4.20.

            "Condemnation Proceeds" shall have the meaning assigned to such term
in Section 9 of the Guarantee Agreement.

            "Consolidated Net Worth" shall mean, at any date, on a consolidated
basis for the Borrower and its subsidiaries, (a) the sum of (i) common stock
taken at par or stated value, (ii) preferred stock (other than preferred stock
that is mandatorily redeemable on or prior to the first anniversary of the
latest final maturity of the then outstanding Tranche A Exchange Notes) taken at
its liquidation value, (iii) capital surplus relating to common stock and (iv)
retained earnings (or deficit) at such date minus (b) the sum of treasury stock
at such date (other than treasury stock repurchased pursuant to Section 7.06),
all determined in accordance with GAAP and after giving effect to all
adjustments required thereby, but excluding any adjustments required by purchase
accounting.

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

<PAGE>   16
                                                                              10


            "Convertible Preferred Stock" shall mean the convertible perpetual
preferred stock of the Borrower, par value $.01 per share, which stock is
convertible into the Common Stock of the Borrower.

            "Credit Event" shall have the meaning assigned to such term in
Article V.

            "Current Assets" as of any date shall mean the total assets that
would properly be classified as current assets of the Borrower and its
subsidiaries on a consolidated basis as of such date in accordance with GAAP.

            "Current Liabilities" as of any date shall mean the total
liabilities that would properly be classified as current liabilities (other than
the current portion of Funded Debt) of the Borrower and its subsidiaries on a
consolidated basis as of such date in accordance with GAAP.

            "Current Ratio" shall mean as of any date the ratio of Current
Assets as of such date to Current Liabilities as of such date.

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

            "Default Rate" shall have the meaning assigned to such term in
Section 2.07.

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

            "EBITDA" with respect to the Borrower and its subsidiaries for any
period shall mean the sum of (a) Net Income for such period, (b) all Federal,
state, local and foreign income taxes deducted in determining such Net Income,
(c) interest expense deducted in determining such Net Income, (d) depreciation,
amortization and other noncash charges deducted in determining such Net Income
and (e) to the extent deducted in determining such Net Income with respect to
any fiscal quarter ending on or prior to December 31, 2000, transition costs
paid during such period, provided that the aggregate amount of all transition
costs incurred after the Closing Date and permitted to be added back to Net
Income pursuant to this definition shall not exceed $15,000,000. For the
purposes of calculating the Interest Expense Coverage Ratio, the term "EBITDA"
shall not include the gain on the initial sale of assets to any lessee in
connection with the leasing of any Truckstop in accordance with Section 7.08.

            "Effectiveness Agreement" shall mean the Effectiveness Agreement
dated as of November 24, 1998, among the Borrower, the Departing Lenders (as
defined therein), the Continuing Lenders (as defined therein) and the Additional
Lenders (as defined therein), the Agent, the Fronting Bank and the Swingline
Lender.

            "Environmental Agreements" shall mean (a) the Environmental
Agreement dated as of July 22, 1993 (as amended, supplemented or otherwise
modified from time to time), among BP Exploration & Oil Inc., TA and certain
other parties and (b) the Environmental Agreement dated as of November 23, 1992
(as amended, supplemented or otherwise modified from time to time), between
Union Oil Company of California and National.

            "Environmental and Safety Laws" shall mean any and all applicable
current and future treaties, laws, regulations, enforceable requirements,
binding determinations, orders, decrees,

<PAGE>   17
                                                                              11


judgments, injunctions, permits, approvals, authorizations, licenses,
permissions, notices or binding agreements issued, promulgated or entered by any
Governmental Authority, relating to the environment, to employee health or
safety as it pertains to the use or handling of, or exposure to, Hazardous
Substances, to preservation or reclamation of natural resources or to the
management, release or threatened release of contaminants or noxious odors,
including the Hazardous Materials Transportation Act, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"), the Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of
1976 and the Hazardous and Solid Waste Amendments of 1984, the Federal Water
Pollution Control Act, as amended by the Clean Water Act of 1977, the Clean Air
Act of 1970, as amended, the Toxic Substances Control Act of 1976, the
Occupational Safety and Health Act of 1970, as amended, the Emergency Planning
and Community Right-to-Know Act of 1986, the Safe Drinking Water Act of 1974, as
amended, and any similar or implementing state or local laws and all amendments
or regulations promulgated thereunder.

            "Environmental Claim" shall mean any written notice of any
Governmental Authority alleging potential liability for damage to the
environment or by any Person alleging potential liability for personal injury
(including sickness, disease or death), in either case, resulting from or based
upon (a) the presence or Release (including intentional and unintentional,
negligent and nonnegligent, sudden or nonsudden, accidental or nonaccidental
leaks or spills) of any Hazardous Substance at, in or from the property, whether
or not owned or leased by the Borrower or a Guarantor or (b) any other
circumstances forming the basis of any violation, or alleged violation, of any
Environmental and Safety Law.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, or any successor statute, together with the regulations thereunder, as the
same may be amended from time to time.

            "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that is, was or hereafter becomes a member of a group of which the
Borrower is a member and which is treated as a single employer under Section 414
of the Code.

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

            "Eurodollar Loan" shall mean any Eurodollar Term Loan or Eurodollar
Revolving Loan.

            "Eurodollar Revolving Loan" shall mean any Revolving Loan bearing
interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.

            "Eurodollar Term Loan" shall mean any Term Loan bearing interest at
a rate determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.

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

            "Excess Cash Flow" shall mean, for any period, the consolidated Net
Income of the Borrower and its subsidiaries during such period plus, without
duplication, (a) (i) the aggregate amounts deducted in determining such Net
Income in respect of all deferred charges and depreciation, 

<PAGE>   18
                                                                              12


amortization and other noncash charges (including any interest expense other
than Cash Interest Expense), (ii) all noncash losses deducted in determining
such Net Income, (iii) to the extent not included in such Net Income, the
aggregate amount of all income tax refunds received during such period, (iv) the
principal amount of any Indebtedness incurred or assumed pursuant to Section
7.01(c) during such period, (v) the aggregate amount of Indebtedness with
respect to Capital Lease Obligations incurred pursuant to Sections 7.01(d) and
7.11(c) during such period and (vi) the net negative change, if any, in Net
Working Capital during such period minus (b) (i) all noncash gains and credits
included in such Net Income, (ii) scheduled payments during such period of the
principal of Term Loans, (iii) scheduled payments during such period of the
principal of Indebtedness permitted under Section 7.01 other than the Loans
(including the Tranche A Exchange Notes and the Subordinated Notes), but only to
the extent that such payments cannot by their terms be reborrowed or redrawn,
(iv) prepayments during such period of Term Loans pursuant to Section 2.12 and
Tranche A Exchange Notes (as contemplated by Section 2.12) other than in
connection with the Series II Tranche A Exchange Note Refinancing, (v) the
aggregate amount of Capital Expenditures and Transition Capital Expenditures of
the Borrower and its subsidiaries made and permitted hereunder during such
period (other than the amount of such Capital Expenditures and Transition
Capital Expenditures that were financed during such period with funds released
to the Borrower from the Collateral Account), (vi) repayments during such period
of the portion of Capital Lease Obligations of the Borrower and its subsidiaries
not allocable to Cash Interest Expense and (vii) the net positive change, if
any, in Net Working Capital during such period, in each case determined in
accordance with GAAP.

            "Existing Term Loans" shall mean the term loans made to the Borrower
by the Lenders on the Closing Date pursuant to clause (a) of Section 2.01 of the
Original Credit Agreement. Each Existing Term Loan shall be a Eurodollar Term
Loan or an ABR Term Loan. The aggregate principal amount of the Existing Term
Loans outstanding on the Restatement Closing Date is $79,250,000.

            "Existing Term Loan Commitment" shall mean, with respect to each
Lender, the commitment of such Lender to make Existing Term Loans to the
Borrower on the Closing Date as set forth in clause (a) of Section 2.01 of the
Original Credit Agreement and as reflected on Schedule 2.01 thereto, or in the
Assignment and Acceptance pursuant to which such Lender assumed its Existing
Term Loan Commitment, as the same may be reduced from time to time pursuant to
Section 2.09.

            "Existing Term Loan Facility" shall mean the aggregate amount of the
Lender's Existing Term Loan Commitments.

            "Facilities" shall mean, collectively, the Term Facilities and the
Revolving Facility.

            "Fees" shall mean the Administrative Fees, the Commitment Fees, the
LC Fees, the fees specified in Section 2.05(c) and the fees specified in Section
3.08.

            "Financial Officer" of any corporation shall mean the chief
financial officer, principal accounting officer, Treasurer or Controller of such
corporation.

            "First Plaza" shall mean the First Plaza Group Trust, a trust
organized under the laws of the State of New York.

<PAGE>   19
                                                                              13


            "Franchise Agreements" shall mean the Franchise Agreements pursuant
to which the Franchisees have or shall become franchisees of any Guarantor or
TAFSI.

            "Franchisee" shall mean each party who has executed, or will
execute, a Franchise Agreement with any Guarantor or TAFSI.

            "Fronting Bank" shall mean The Chase Manhattan Bank, a New York
banking corporation, in its capacity as fronting bank for Letters of Credit.

            "Funded Debt" as to any Person shall mean all Indebtedness of such
Person that matures more than one year from the date of its creation or matures
within one year from such date but is renewable or extendible, at the option of
such Person, to a date more than one year from such date or arises under a
revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year from such date, including
all amounts of Funded Debt required to be paid or prepaid within one year from
the date of its creation and, in the case of the Borrower, Indebtedness in
respect of the Loans and the Swingline Loans.

            "GAAP" shall mean generally accepted accounting principles in the
United States.

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

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

            "Guarantee Agreement" shall mean the Guarantee Agreement, as amended
and restated as of the Restatement Closing Date and substantially in the form of
Exhibit F-1, between each of the Guarantors and the Collateral Agent, provided
that, solely with respect to TA Travel, the term "Guarantee Agreement" shall
mean the TA Travel Guarantee Agreement, as amended and restated as of the
Restatement Closing Date and substantially in the form of Exhibit F-2, between
TA Travel and the Collateral Agent.

            "Guarantors" shall mean TA, National, TA Travel and each other
Person that is or becomes a party to the Guarantee Agreement, as a guarantor,
and the permitted successors and assigns of each such Person.

            "Hazardous Substances" shall mean any toxic, radioactive, caustic or
otherwise hazardous substance, material or waste, including petroleum, its
derivatives, by-products and other hydrocarbons, or any substance having any
constituent elements, displaying any of the foregoing 

<PAGE>   20
                                                                              14


characteristics, including polychlorinated biphenyls ("PCBs"), asbestos or
asbestos-containing material, and any substance, waste or material regulated
under Environmental and Safety Laws.

            "Indebtedness" of any Person shall mean, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
assets purchased by such Person, (e) all obligations of such Person issued or
assumed as the deferred purchase price of property or services (excluding trade
accounts payable and accrued expenses arising in the ordinary course of business
in accordance with customary trade terms), (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the obligations secured thereby have
been assumed by such Person, (g) all Guarantees by such Person of Indebtedness
of others, (h) all Capital Lease Obligations of such Person, (i) all obligations
of such Person in respect of interest rate protection agreements, foreign
currency exchange agreements or other interest or exchange rate hedging
arrangements, (j) all obligations of such Person as an account party to
reimburse any bank or any other Person in respect of letters of credit and
bankers' acceptances and (k) all obligations of such Person in respect of
fuel-supply hedging agreements and arrangements. The Indebtedness of any Person
shall include the Indebtedness of any partnership or joint venture in which such
Person is a general partner or member, other than to the extent that the
instrument or agreement evidencing such Indebtedness expressly limits the
liability of such Person in respect thereof pursuant to provisions and terms
reasonably satisfactory to the Agent.

            "Indemnity and Subrogation Agreement" shall mean the Indemnity,
Subrogation and Contribution Agreement, as amended and restated as of the
Restatement Closing Date and substantially in the form of Exhibit G, between the
Borrower, the Guarantors and the Collateral Agent.

            "Institutional Investors" shall mean The Clipper Group, L.P., First
Plaza, Credit Suisse First Boston Corporation, Barclays USA, Inc., Olympus
Private Placement Fund, L.P., Clipper/ Merchant I, L.P., Clipper Capital
Associates, L.P., National Partners, L.P., National Partners III, L.P., UBS
Capital Corporation, The Travelers Indemnity Company, The Phoenix Insurance Co.
and their respective Affiliates.

            "Insurance Proceeds" shall have the meaning assigned to such term in
Section 9 of the Guarantee Agreement.

            "Intercreditor Agreement" shall mean the Master Collateral and
Intercreditor Agreement, as amended and restated as of the Restatement Closing
Date and substantially in the form of Exhibit H, among the Secured Parties and
the Collateral Agent, and, from and after the incurrence of any Tranche A
Exchange Note Refinancing Indebtedness pursuant to Section 7.01(g), the term
"Intercreditor Agreement" shall include any intercreditor agreement entered into
in connection with the incurrence of such Tranche A Exchange Note Refinancing
Indebtedness.

            "Interest Expense Coverage Ratio" shall mean with respect to the
Borrower and its subsidiaries on a consolidated basis, for any period, the ratio
of (a) EBITDA for such period to (b) Cash Interest Expense for such period.

<PAGE>   21
                                                                              15


            "Interest Payment Date" shall mean, with respect to any Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Eurodollar Borrowing with an Interest Period of
more than three months' duration, each day that would have been an Interest
Payment Date had successive Interest Periods of three months' duration been
applicable to such Borrowing and, in addition, the date of any refinancing or
conversion of such Borrowing with or to a Borrowing of a different Type.

            "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter, as the Borrower may elect, and (b) as to any ABR
Borrowing, the period commencing on the date of such Borrowing or on the last
day of the immediately preceding Interest Period applicable to such Borrowing,
as the case may be and ending on the earliest of (i) the next succeeding March
31, June 30, September 30 or December 31, (ii) the Revolving Credit Maturity
Date or the Term Loan Maturity Date, as applicable, and (iii) the date such
Borrowing is converted to a Borrowing of a different Type in accordance with
Section 2.10 or repaid or prepaid in accordance with Section 2.11, 2.12 or 2.13;
provided, however, that, if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day. Interest
shall accrue from and including the first day of an Interest Period to but
excluding the last day of such Interest Period.

            "Interest Rate Spreads" shall mean the ABR Spread and LIBOR Spread.

            "LC Commitment" shall mean $20,000,000, as the same may be reduced
from time to time pursuant to Section 3.07. The LC Commitment shall
automatically and permanently terminate on LC Maturity Date.

            "LC Disbursement" shall mean any payment or disbursement made by the
Fronting Bank under or pursuant to a Letter of Credit.

            "LC Exposure" shall mean, at any time of determination, the sum of
(a) the aggregate undrawn amount of all Letters of Credit outstanding at such
time and (b) the aggregate amount that has been drawn under such Letters of
Credit but for which the Fronting Bank or the Lenders, as the case may be, have
not been reimbursed by the Borrower at such time.

            "LC Fee" shall have the meaning assigned to such term in Section
3.03.

            "LC Maturity Date" shall mean the fifth Business Day prior to March
27, 2004.

            "Leasehold Mortgage" shall mean any Mortgage that is a leasehold or
subleasehold mortgage.

            "Lenders" shall mean the financial institutions party hereto.

            "Letters of Credit" shall mean letters of credit issued by the
Fronting Bank for the account of the Borrower pursuant to Section 3.01(a).

<PAGE>   22
                                                                              16


            "Leverage Ratio" shall mean, on any date, the ratio of (a) Total
Debt of the Borrower and its subsidiaries determined on a consolidated basis as
of such date to (b) EBITDA of the Borrower and its subsidiaries determined on a
consolidated basis for the period of four consecutive fiscal quarters most
recently ended as of such date.

            "LIBOR Spread" shall mean (a) in the case of Term Loans, 3.75% per
annum and (b) in the case of Revolving Loans, 2.75% per annum.

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

            "Loan Documents" shall mean this Agreement, the Effectiveness
Agreement, the Intercreditor Agreement, the Security Documents, the Guarantee
Agreement and the Indemnity and Subrogation Agreement.

            "Loans" shall mean the Revolving Loans and the Term Loans.

            "Lockbox Agreements" shall mean the lockbox agreements among the
Borrower, TAFSI, each of the Guarantors other than TA Travel, the Collateral
Agent and a Sub-Agent (as defined in each Lockbox Agreement), as amended and
restated as of the Restatement Closing Date and substantially in the form of
Annex 1 to the Security Agreement or in such other form as the Collateral Agent
may specify.

            "Lockbox Collateral" shall have the meaning assigned to such term in
each of the Lockbox Agreements.

            "Management Purchasers" shall mean the officers, directors or
employees of the Borrower or its subsidiaries who have purchased or will
purchase Common Stock of the Borrower.

            "Margin Stock" shall have the meaning assigned to such term under
Regulation U.

            "Material Adverse Effect" shall mean (a) a materially adverse effect
on the business, assets, operations, prospects or condition, financial or
otherwise, or the material agreements of the Borrower and its subsidiaries,
taken as a whole, (b) a material impairment of the ability of the Borrower, any
of the Guarantors or TAFSI to perform any of its obligations under any
Transaction Document to which it is or will be a party or (c) a material
impairment of the rights of or benefits available to the Agent, the Fronting
Bank, the Swingline Lender, the Collateral Agent or the Lenders under any Loan
Document.

            "Moody's" shall mean Moody's Investors Service, Inc.

            "Mortgage Amendment" shall mean an amendment to an existing mortgage
or deed of trust, leasehold mortgage, assignment of leases and rents or other
security document previously granted to the Collateral Agent with respect to a
Mortgaged Property in connection with the Original 

<PAGE>   23
                                                                              17


Credit Agreement, delivered pursuant to Section 5.02(l) or pursuant to Section
6.10, and which amendment has the effect of causing such mortgage or deed of
trust, leasehold mortgage, assignment of leases and rents or other security
document, as so amended, to be substantially in the form of the Mortgage
attached hereto as Exhibit I (or Exhibit C in the case of any amendment of an
assignment of leases and rents).

            "Mortgaged Properties" shall mean the owned real properties and
leasehold and subleasehold interests of the Guarantors specified on Schedule
1.01(a).

            "Mortgages" shall mean the mortgages, deeds of trust, leasehold
mortgages, leasehold deeds of trust, assignments of leases and rents (including
any Assignments of Leases and Rents, substantially in the form of Exhibit C),
modifications and other security documents, delivered pursuant to clause (i) of
Section 5.02(l) (or clause (i) of Section 5.02(l) of the Original Credit
Agreement) or pursuant to Section 6.10, each as amended by any applicable
Mortgage Amendment and (except in the case of any Leasehold Mortgage)
substantially in the form of Exhibit I.

            "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate (other
than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of
Section 414 of the Code) is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.

            "National" shall mean National Auto/Truckstops, Inc., a Delaware
corporation that is a direct, wholly owned subsidiary of the Borrower and a
Guarantor.

            "National Ancillary Agreements" shall have the meaning assigned to
the term "Ancillary Agreements" in the National Asset Purchase Agreement and
shall include the Bill of Sale, the Assignment and Assumption Agreement, the
Non-Competition Agreement, the Office Sublease, the Credit Card Agreement, the
Trademark License Agreement, the Software License Agreement and the Services
Agreement (each as defined in the National Asset Purchase Agreement).

            "National Asset Purchase Agreement" shall mean the Asset Purchase
Agreement dated as of November 23, 1992, between National and Union Oil Company
of California, as amended, supplemented or otherwise modified from time to time
in accordance with the terms of this Agreement.

            "National Senior Notes" shall mean National's 8.76% Senior Secured
Notes due 2002 that were repaid in full in connection with the Recapitalization.

            "Net Cash Proceeds" shall mean, with respect to any Prepayment Event
or any issuance of equity of the Borrower or its subsidiaries, (a) the gross
cash proceeds (including insurance proceeds, condemnation awards and payments
from time to time in respect of installment obligations, if applicable) received
by or on behalf of the Borrower or any subsidiary thereof in respect of such
Prepayment Event or equity issuance, less (b) the sum of (i) in the case of a
Prepayment Event, the amount, if any, of all taxes (other than income taxes)
payable by the Borrower or any subsidiary thereof in connection with such
Prepayment Event and the Borrower's good-faith best estimate of the amount of
all income taxes payable in connection with such Prepayment Event (to the extent
that such amount shall have been set aside for the purpose of paying such income
taxes), (ii) in the case of a Prepayment Event that is an asset sale or
disposition, (A) the amount of 

<PAGE>   24
                                                                              18


any reasonable reserve established in accordance with GAAP against any
liabilities associated with the assets sold or disposed of and retained by the
Borrower or any subsidiary thereof, provided that the amount of any subsequent
reduction of such reserve (other than in connection with a payment in respect of
any such liability) shall be deemed to be Net Cash Proceeds of a Prepayment
Event occurring on the date of such reduction, and (B) the amount applied to
repay any Indebtedness (other than the Term Loans and the Tranche A Exchange
Notes) to the extent such Indebtedness is required by its terms to be repaid as
a result of such Prepayment Event and (iii) reasonable and customary fees,
commissions and expenses and other costs paid by the Borrower or any subsidiary
thereof in connection with such Prepayment Event or equity issuance (other than
those payable to the Borrower or any Affiliate of the Borrower (other than
customary financial advisory fees payable to The Clipper Group, L.P. or its
Affiliates in connection therewith to the extent that such fees are no greater
than the financial advisory fees that a third party could have obtained for the
same services after negotiation at arm's-length)), in each case only to the
extent not already deducted in arriving at the amount referred to in clause (a).

            "Net Income" shall mean, for any period, the aggregate net income
(or net deficit) of the Borrower and its subsidiaries determined on a
consolidated basis for such period, which shall be equal to gross revenues for
the Borrower and its subsidiaries determined on a consolidated basis during such
period less the aggregate for the Borrower and its subsidiaries determined on a
consolidated basis during such period of, without duplication, (a) cost of goods
sold, (b) interest expense, (c) operating expenses, (d) selling, general and
administrative expenses, (e) taxes, (f) depreciation, depletion and amortization
of properties and (g) any other items that are treated as expense under GAAP,
all computed in accordance with GAAP; provided, however, that the term "Net
Income" shall exclude, for all purposes other than for the purposes of
calculating Consolidated Net Worth, (i) extraordinary gains or losses from the
sale of assets other than in the ordinary course of business, (ii) one-time
charges taken in connection with the Transactions or in connection with the
Additional Permitted Acquisition, if any, and (iii) any write-up in the value of
any asset.

            "Net Working Capital" shall mean, with respect to any Person and its
subsidiaries on a consolidated basis at any date, (a) the sum of inventory,
current receivables (including trade receivables and current rent receivables)
and prepaid expenses minus (b) the sum of accrued expenses payable and trade
payables, as each of such items would appear on a consolidated balance sheet of
such Person and its subsidiaries as of the date of determination in accordance
with GAAP.

            "Network Operator" shall mean each independent auto/truckstop
operator who will lease or sublease a Truckstop from any Guarantor.

            "1997 Confidential Information Memorandum" shall mean the
Confidential Information Memorandum of the Borrower dated February 1997.

            "1998 Confidential Information Memorandum" shall mean the
Confidential Information Memorandum of the Borrower dated October 1998.

            "Obligations" shall mean all obligations defined as "Obligations" in
the Guarantee Agreement and the Security Documents.

            "Operators" shall mean independent auto/truckstop operators who
lease or sublease their facilities from National.

<PAGE>   25
                                                                              19


            "Original Credit Agreement" shall have the meaning assigned to such
term in the introductory statement to this Agreement.

            "Outstanding Letters of Credit" shall mean at any time the Letters
of Credit outstanding at such time.

            "Participating Lender" shall mean at any time any Lender with a
Revolving Credit Commitment at such time.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation referred
to and defined in ERISA or any successor thereto.

            "Perfection Certificate" shall mean the Perfection Certificate,
substantially in the form of Annex 2 to the Security Agreement, prepared by the
Borrower.

            "Permitted Business Acquisition" shall mean any acquisition of
assets from, or shares or other equity interests in, any Person (other than the
Additional Permitted Acquisition) if (a) immediately after giving effect
thereto, no Default or Event of Default shall have occurred and be continuing or
would result therefrom, (b) all transactions related thereto shall be
consummated in accordance with applicable laws, (c) in the case of any
acquisition of shares or other equity interests in any Person, such acquisition
is an acquisition of 100% of the shares or other equity interests of such Person
and, simultaneously with or immediately following such acquisition, such
acquired Person is merged with and into one of the Guarantors and (d) neither
the Borrower nor any of its subsidiaries shall assume or otherwise become liable
for any Indebtedness in connection with such acquisition (except for
Indebtedness permitted by Section 7.01).

            "Permitted Developer" shall have the meaning assigned to such term
in Section 10 of the Guarantee Agreement.

            "Permitted Development Entity" shall be a corporation or limited
partnership that does not satisfy the criteria to be considered a "subsidiary"
as contemplated in the definition thereof.

            "Permitted Investments" shall mean:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing within three months from the date of acquisition
      thereof;

            (b) without limiting the provisions of paragraph (d) below,
      investments in commercial paper maturing within three months from the date
      of acquisition thereof and having, at such date of acquisition, the
      highest credit rating obtainable from Standard & Poor's and from Moody's;

            (c) investments in certificates of deposit, banker's acceptances and
      time deposits (including Eurodollar time deposits) maturing within three
      months from the date of acquisition thereof issued or guaranteed by or
      placed with, and money market deposit accounts issued or offered by, (i)
      any domestic office of the Agent or (ii) any domestic office of any other
      commercial bank of recognized standing organized under the laws of the
      United 

<PAGE>   26
                                                                              20


      States of America or any state thereof that has a combined capital and
      surplus and undivided profits of not less than $250,000,000 and which is
      rated (or the senior debt securities of the holding company of such
      commercial bank are rated) A or better by Standard & Poor's or A2 by
      Moody's, or carrying an equivalent rating by another nationally recognized
      rating agency if neither of the two named rating agencies shall rate such
      commercial bank (or the holding company of such commercial bank);

            (d) investments in commercial paper maturing within three months
      from the date of acquisition thereof and issued by (i) the holding company
      of the Agent or (ii) the holding company of any other commercial bank of
      recognized standing organized under the laws of the United States of
      America or any state thereof that has (A) a combined capital and surplus
      in excess of $250,000,000 and (B) commercial paper rated at least A-1 or
      the equivalent thereof by Standard & Poor's or at least P-1 or the
      equivalent thereof by Moody's, or carrying an equivalent rating by another
      nationally recognized rating agency, if both of the two named rating
      agencies cease publishing ratings of investments;

            (e) repurchase agreements having a term of seven days or less with
      (i) any domestic office of the Agent or (ii) any domestic office of any
      other commercial bank of recognized standing organized under the laws of
      the United States of America or any state thereof that has combined
      capital and surplus and undivided profits of not less than $250,000,000
      and which is rated (or the senior debt securities of the holding company
      of such commercial bank are rated) A or better by Standard & Poor's or A2
      by Moody's, or carrying an equivalent rating by another nationally
      recognized rating agency if neither of the two named rating agencies shall
      rate such bank relating to marketable direct obligations issued or
      unconditionally guaranteed by the United States but only if the securities
      collateralizing such repurchase agreements are delivered to or to the
      order of the Collateral Agent;

            (f) other investment instruments approved in writing by the Required
      Lenders and offered by financial institutions that have a combined capital
      and surplus and undivided profits of not less than $250,000,000; and

            (g) investments consisting of Rate Protection Agreements.

            "Permitted Joint Venture" shall have the meaning assigned to such
term in Section 7.04(h).

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

            "Plan" shall mean any pension plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code that
is maintained for employees of the Borrower or any ERISA Affiliate.

            "Pledge Agreement" shall mean the Pledge Agreement, as amended and
restated as of the Restatement Closing Date and substantially in the form of
Exhibit J, among the Borrower, each of the Guarantors (other than TA Travel),
TAFSI and the Collateral Agent.

<PAGE>   27
                                                                              21


            "Prepayment Account" shall have the meaning assigned to such term in
Section 2.13(g).

            "Prepayment Amount" shall have the meaning assigned to such term in
Section 2.13(d).

            "Prepayment Event" shall mean (a) any sale, transfer or other
disposition of any business units, assets or other properties of the Borrower or
any subsidiary thereof (including dispositions in the nature of casualties (to
the extent covered by insurance) or condemnations (including any Casualty or
Condemnation in respect of a Mortgaged Property as contemplated in Section 9 of
the Guarantee Agreement), (b) any sale and leaseback of any asset or the
mortgaging of any real property other than (i) any Sale and Lease-Back
Transaction permitted by Section 7.03 or (ii) pursuant to a Mortgage (or a
modification thereof) by the Borrower or any subsidiary thereof or (c) the
issuance or incurrence by the Borrower or any subsidiary thereof of any
Indebtedness (excluding any Indebtedness permitted under Section 7.01), or the
issuance or sale by the Borrower or any subsidiary thereof of any debt
securities or any obligations convertible into or exchangeable for, or giving
any Person or entity any right, option or warrant to acquire from the Borrower
or any subsidiary thereof any Indebtedness or any such debt securities or any
such convertible or exchangeable obligations (excluding any Indebtedness
permitted under Section 7.01). Notwithstanding the foregoing, the term
"Prepayment Event" shall not include:

            (i) sales, transfers and other dispositions of used or surplus
      equipment, vehicles and other assets in the ordinary course of business
      permitted pursuant to Section 7.05(b) not exceeding in the aggregate
      $1,000,000 in any fiscal year, provided that (A) at any time when such
      sales, transfers and other dispositions in the ordinary course of business
      shall exceed $1,000,000 in any fiscal year, the resultant Prepayment Event
      shall include the entire amount of such sales, transfers and dispositions
      since the date of such most recent payment, if any, with respect to such
      fiscal year and not just amounts above such dollar threshold and (B) to
      the extent that the Borrower or any of its subsidiaries shall have
      reinvested on the date of such Prepayment Event (or certified to the Agent
      that it intends to reinvest within 180 days of such Prepayment Event) any
      of the proceeds of such sales, transfers and dispositions in equipment,
      vehicles or other assets used in the principal lines of business of the
      Borrower's subsidiaries, the resultant Prepayment Event shall be reduced
      by the lesser of (1) $1,000,000 and (2) the amount so reinvested or to be
      reinvested;

            (ii) sales of inventory in the ordinary course of business;

            (iii) sales, transfers and other dispositions of Truckstops and the
      related assets permitted pursuant to Section 7.05(d) or 7.05(g) resulting
      in Net Cash Proceeds in an aggregate amount not exceeding (A) during the
      period commencing on the Closing Date and ending on December 31, 2000,
      $70,000,000 and (B) during each period of four consecutive fiscal quarters
      ending on each December 31 thereafter, $7,500,000, provided that (1) such
      Net Cash Proceeds are either (x) used to repay or voluntarily prepay Loans
      or Series I Tranche A Exchange Notes, in accordance with this Agreement
      and the Tranche A Exchange Note Purchase Agreements, on such date as may
      be elected by the Borrower or (y) reinvested in other Truckstop properties
      and related assets, (2) in connection with any such reinvestment, the
      Borrower (x) provides the Agent and the Collateral Agent with such
      opinions, documents, certificates, title insurance policies (as required
      by Section 5.02(l)), surveys and other insurance policies as they may
      reasonably request and (y) takes such other 

<PAGE>   28
                                                                              22


      actions as the Agent and the Collateral Agent may reasonably deem
      necessary or appropriate (including actions with respect to the delivery
      to the Collateral Agent of a first priority Mortgage as required by
      Section 5.02(l) and assignment with respect to the related real property
      for the ratable benefit of the Secured Parties) and (3) the Borrower,
      pending any such repayment, voluntary prepayment or reinvestment, promptly
      deposits such Net Cash Proceeds in a cash collateral account established
      with the Collateral Agent for the benefit of the Secured Parties;

            (iv) the receipt of insurance or condemnation proceeds (other than
      Condemnation Proceeds and Insurance Proceeds in respect of Mortgaged
      Properties), provided that (A) such proceeds are reinvested in equipment,
      vehicles or other assets used in the principal lines of business of the
      Borrower's subsidiaries within 180 days after the receipt thereof and (B)
      the Borrower, pending such reinvestment, promptly deposits such proceeds
      so received and unreinvested in a cash collateral account established with
      the Collateral Agent for the benefit of the Secured Parties;

            (v) the receipt of Condemnation Proceeds and Insurance Proceeds in
      respect of Mortgaged Properties to the extent that (A) such Condemnation
      Proceeds or Insurance Proceeds are used to restore, repair or locate,
      acquire and replace the related Mortgaged Property in accordance with
      Section 9 of the Guarantee Agreement, (B) such Condemnation Proceeds or
      Insurance Proceeds, pursuant to Section 9 of the Guarantee Agreement, are
      not otherwise required to be applied as a mandatory prepayment pursuant to
      Section 2.13(b) or (C) to the extent permitted by Section 9 of the
      Guarantee Agreement, any Condemnation Proceeds or Insurance Proceeds are
      (1) reinvested in equipment, vehicles or other assets used in the
      principal lines of business of the Borrower's subsidiaries within 180 days
      after the receipt thereof and (2) the Borrower, pending such reinvestment,
      has deposited such amounts in an escrow account with the Collateral Agent
      as contemplated in Section 9 of the Guarantee Agreement;

            (vi) except as otherwise specified in Section 10 of the Guarantee
      Agreement, any sale, transfer and other disposition of any portion of a
      Mortgaged Property in connection with the development of such property as
      permitted in, and in accordance with, the provisions of Section 10 of the
      Guarantee Agreement; and

            (vii) in respect of any Mortgaged Property, sales, transfers and
      other dispositions of any portion of the Land (as defined in the related
      Mortgage) on which there are no significant improvements that are
      permitted pursuant to Section 7.05(f) in an aggregate amount not exceeding
      $2,000,000 in any fiscal year or $8,000,000 since the Closing Date,
      provided that (A) the proceeds of each such sale are reinvested in
      equipment, vehicles or other assets used in the principal lines of
      business of the Borrower's subsidiaries within 180 days of the date of
      such sale and (B) the Borrower, pending such reinvestment, promptly
      deposits such proceeds so received and unreinvested in a cash collateral
      account established with the Collateral Agent for the benefit of the
      Secured Parties.

            "Pro Forma Balance Sheet" shall have the meaning assigned to such
term in Section 4.05(a).

            "Pro Rata Share" shall mean, in relation to any amount, (a) with
respect to all the Lenders as a group, a share of such amount determined by
multiplying such amount by a fraction, the 

<PAGE>   29
                                                                              23


numerator of which shall be the sum of the aggregate principal amount of Loans
and Swingline Loans outstanding at the time plus the aggregate face amount of
all Letters of Credit outstanding at the time plus the aggregate unused amount
of the Revolving Credit Commitments in effect at the time (the sum of the
foregoing amounts being referred to as the "Lenders' Amount"), and the
denominator of which shall be the sum of the Lenders' Amount and the aggregate
outstanding principal amount of Series I Tranche A Exchange Notes outstanding at
the time (the sum of the foregoing amounts being referred to as the "Denominator
Amount"), and (b) with respect to the Series I Tranche A Exchange Note
Purchasers, a share of such amount determined by multiplying such amount by a
fraction, the numerator of which shall be the aggregate outstanding principal
amount of Series I Tranche A Exchange Notes outstanding at the time, and the
denominator of which shall be the Denominator Amount. After the incurrence of
any Tranche A Exchange Note Refinancing Indebtedness, the Pro Rata Share shall
be determined, mutatis mutandis, with respect to the analogous provisions of the
Tranche A Exchange Note Refinancing Indebtedness.

            "Rate Protection Agreements" shall mean (a) interest rate cap
agreements, (b) interest rate swap agreements, (c) interest rate collar
agreements or (d) similar agreements, in each case entered into by Borrower to
provide protection to the Borrower against fluctuations in interest rates. Each
Rate Protection Agreement shall be on terms satisfactory to the Agent with a
counterparty satisfactory to the Agent.

            "Recapitalization" shall mean the series of transactions completed
by the Borrower on the Closing Date, in which (a) TA Holdings Corporation, a
Delaware corporation, was merged with and into the Borrower, causing TA and
TAFSI to become direct wholly owned subsidiaries of the Borrower, (b) National
repaid in full (i) all amounts then outstanding under its senior secured credit
facility and (ii) the National Senior Notes and (c) TA repaid in full (i) all
amounts outstanding under its senior secured credit facility and (ii) the TA
Senior Notes. In connection with the Recapitalization, (a) the Borrower entered
into the Original Credit Agreement and borrowed $80,000,000 under the Existing
Term Loan Facility thereunder, (b) the Borrower issued the Subordinated Notes,
(c) the Borrower issued the Tranche A Exchange Notes in exchange for (i)
$65,000,000 aggregate principal amount of the National Senior Notes and (ii)
$20,500,000 aggregate principal amount of the TA Senior Notes and (d) the
Borrower made capital contributions or advances to National and TA in amounts
sufficient to enable them to pay the amounts outstanding under their respective
senior secured credit facilities and their respective senior subordinated notes,
to redeem certain TA Senior Notes, to pay accrued interest relating to all of
the foregoing and to pay related expenses.

            "Register" shall have the meaning assigned to such term in Section
10.04(d).

            "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Release" shall mean any discharge, emission, release, or threat
thereof, including a "Release" as defined in CERCLA at 42 U.S.C. ss. 9601(22),
and the term "Released" has a meaning correlative thereto.

<PAGE>   30
                                                                              24


            "Reportable Event" shall mean any reportable event as defined in
Section 4043(b) of ERISA or the regulations issued thereunder with respect to a
Plan (other than a Plan maintained by an ERISA Affiliate that is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the
Code).

            "Required Lenders" shall mean, at any time, Lenders holding Loans, a
share of the used LC Commitment and unused Commitments representing more than
50% of the aggregate of (a) the aggregate principal amount of the Loans and
Swingline Loans at such time, (b) the LC Exposure at such time and (c) the
aggregate unused Commitments at such time.

            "Resellers" shall mean independent auto/truckstop operators who own
their facilities and who are part of the National network.

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

            "Restatement Closing Date" shall mean the date of the first
Borrowing hereunder in respect of the Additional Term Loan Commitments.

            "Revolving Credit Borrowing" shall mean a Borrowing comprised of
Revolving Loans.

            "Revolving Credit Commitment" shall mean, with respect to each
Lender, the commitment of such Lender to make Revolving Loans hereunder as set
forth in clause (c) of Section 2.01, as the same may be reduced from time to
time pursuant to Section 2.09. The aggregate principal amount of the Revolving
Credit Commitments is $40,000,000 on the Restatement Closing Date.

            "Revolving Credit Maturity Date" shall mean March 27, 2004.

            "Revolving Credit Utilization" shall mean, at any time of
determination, the sum of (a) the aggregate principal amount of Revolving Loans
outstanding at such time, (b) the aggregate principal amount of Swingline Loans
outstanding at such time and (c) the LC Exposure at such time.

            "Revolving Facility" shall mean the aggregate of the Lenders'
Revolving Credit Commitments.

            "Revolving Lender" shall mean any Lender that has a Revolving Credit
Commitment.

            "Revolving Loans" shall mean the revolving loans made by the Lenders
to the Borrower pursuant to clause (c) of Section 2.01. Each Revolving Loan
shall be a Eurodollar Revolving Loan or an ABR Revolving Loan.

            "Sale and Lease-Back Transaction" shall have the meaning assigned to
such term in Section 7.03.

<PAGE>   31
                                                                              25


            "Secured Parties" shall have the meaning assigned to such term in
the Security Agreement.

            "Security Agreement" shall mean the Security Agreement, as amended
and restated as of the Restatement Closing Date and substantially in the form of
Exhibit K-1, among the Borrower, each of the Guarantors, TAFSI and the
Collateral Agent, provided that, solely with respect to TA Travel, the term
"Security Agreement" shall mean the TA Travel Security Agreement, substantially
in the form of Exhibit K-2, between TA Travel and the Collateral Agent.

            "Security Documents" shall mean the Mortgages (including any
Assignment of Leases and Rents, any Leasehold Mortgage and the Mortgage
Amendments), the Security Agreement, the Pledge Agreement, the Collateral
Assignment, the Lockbox Agreements, the Trademark Security Agreement, the
Collateral Account Agreement, the Airplane Mortgage and each of the security
agreements, mortgages and other instruments and documents executed and delivered
pursuant to any of the foregoing or pursuant to Section 6.10.

            "Senior Convertible Participating Preferred Stock" shall mean the
Borrower's Series I Senior Convertible Participating Preferred Stock, par value
$.01 per share, and the Borrower's Series II Senior Convertible Participating
Preferred Stock, par value $.01 per share.

            "Senior Funded Debt" means all Funded Debt of the Borrower and its
subsidiaries other than the Subordinated Notes (or the Subordinated Note
Refinancing Indebtedness).

            "Series I Tranche A Exchange Note Purchasers" shall mean the Series
I Tranche A Exchange Note Purchasers party to the Tranche A Exchange Note
Purchase Agreements and their successors and assigns, including the holders of
the Series I Tranche A Exchange Notes from time to time.

            "Series I Tranche A Exchange Notes" shall mean the 8.94% Series I
Senior Secured Notes due 2002 of the Borrower issued pursuant to the Tranche A
Exchange Note Purchase Agreements in an aggregate principal amount of
$35,500,000.

            "Series II Tranche A Exchange Note Purchasers" shall mean the Series
II Tranche A Exchange Note Purchasers party to the Tranche A Exchange Note
Purchase Agreements and their successors and assigns, including the holders of
the Series II Tranche Exchange Notes from time to time.

            "Series II Tranche A Exchange Note Refinancing" shall mean the
repayment in full as of the Restatement Closing Date of all of the Series II
Tranche A Exchange Notes in an aggregate principal amount of $50,000,000 plus
accrued interest thereon and any Break Funding Costs (as defined in the Tranche
A Exchange Note Purchase Agreements as in effect immediately prior to the
consummation of the Additional Transactions) related thereto to but excluding
the date of such repayment.

            "Series II Tranche A Exchange Notes" shall mean the Series II Senior
Secured Notes due 2005 of the Borrower issued pursuant to the Tranche A Exchange
Note Purchase Agreements in an aggregate principal amount of $50,000,000 and to
be repaid in full on the Restatement Closing Date pursuant to the Series II
Tranche A Exchange Note Refinancing.

<PAGE>   32
                                                                              26


            "Special Mandatory Prepayment" shall have the meaning assigned to
such term in Section 2.13(i).

            "Standard & Poor's" shall mean Standard & Poor's Rating Group.

            "Statutory Reserves" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum applicable reserve percentages,
including any marginal, special, emergency or supplemental reserves (expressed
as a decimal) established by the Board and any other banking authority to which
the Agent is subject (a) with respect to the Base CD Rate (as such term is used
in the definition of the term "Alternate Base Rate") for new negotiable
nonpersonal time deposits in dollars of over $100,000 with maturities
approximately equal to three months and (b) with respect to the Adjusted LIBO
Rate, for Eurocurrency Liabilities (as defined in Regulation D of the Board).
Such reserve percentages shall include those imposed pursuant to Regulation D of
the Board. Eurodollar Loans shall be deemed to constitute Eurocurrency
Liabilities and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offset that may be available from time to
time to any Lender under such Regulation D. Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

            "Stockholders Agreement" shall mean the Stockholders Agreement dated
as of April 14, 1993, as amended as of March 6, 1997, and as further amended,
supplemented or otherwise modified from time to time in accordance with the
terms of this Agreement, among certain Institutional Investors, certain
Resellers, certain Operators and the Borrower.

            "Subordinated Note Documents" shall mean the Subordinated Note
Guarantees, the Subordinated Note Indenture and the Subordinated Notes.

            "Subordinated Note Guarantees" shall mean, collectively, the
Guarantees of the Guarantors guaranteeing repayment of the Subordinated Notes.

            "Subordinated Note Indenture" shall mean the Senior Subordinated
Note Indenture dated as of March 24, 1997, among the Borrower, the Guarantors
and Fleet National Bank, as trustee, as amended from time to time in accordance
with the terms hereof and thereof.

            "Subordinated Note Refinancing Indebtedness" shall mean any
Indebtedness incurred by the Borrower as contemplated in Section 7.01(h) in
connection with the refinancing of the Subordinated Notes.

            "Subordinated Notes" shall mean (a) the Senior Subordinated Notes
due 2007 issued by the Borrower pursuant to the Subordinated Note Indenture and
(b) all senior subordinated notes of the Borrower issued in exchange for
Subordinated Notes on terms substantially identical to the terms of the
Subordinated Notes.

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

<PAGE>   33
                                                                              27


determination is made, otherwise Controlled by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.

            "Swingline Lender" shall mean The Chase Manhattan Bank, in its
capacity as Swingline lender.

            "Swingline Loans" shall mean the Swingline loans made by the
Swingline Lender pursuant to Section 2.21.

            "TA" shall mean TA Operating Corporation, a Delaware corporation
that is a direct wholly owned subsidiary of the Borrower and a Guarantor.

            "TA Ancillary Agreements" shall have the meaning assigned to the
term "Ancillary Agreements" in the TA Asset Purchase Agreement and shall include
the Non-Competition Agreement, the Credit Card Agreement, the Services
Agreement, the Office Sub-Lease, the Assignment and Assumption Agreement, the
TAFSI Assumption Agreement, the Jobber Agreement, the Supplemental Agreement,
the Trademark Assignment and the Software License Agreement (each as defined in
the TA Asset Purchase Agreement).

            "TA Asset Purchase Agreement" shall mean the Asset Purchase
Agreement dated as of July 22, 1993, as amended by Amendment No. 1 thereto dated
as of December 9, 1993, and as further amended, supplemented or otherwise
modified from time to time in accordance with the terms set forth in this
Agreement, among TA, BP Exploration & Oil, Inc. and Truckstops Corporation of
America, Inc.

            "TA Travel" shall mean TA Travel, L.L.C., a Delaware limited
liability company that is a direct wholly owned subsidiary of TA and a
Guarantor.

            "TAFSI" shall mean TA Franchise Systems Inc., a Delaware corporation
that is a direct wholly owned subsidiary of the Borrower.

            "TA Senior Notes" shall mean TA's 8.63% Senior Secured Notes due
2002 that were repaid in full in connection with the Recapitalization.

            "TA Stockholders Agreement" shall mean the Stockholders Agreement
dated as of December 10, 1993, among the Borrower and the stockholders party
thereto, as amended in accordance with the Borrower's Consent Solicitation dated
February 13, 1997, as the same may be further amended, modified or supplemented
in accordance with the provisions of this Agreement.

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

            "Term Facilities" shall mean, collectively, the Existing Term Loan
Facility and the Additional Term Loan Facility.

            "Term Lender" shall mean any Lender that has a Term Loan Commitment.

            "Term Loan Commitments" shall mean, with respect to each Lender,
such Lender's Existing Term Loan Commitment, if any, and Additional Term Loan
Commitment, if any.

<PAGE>   34
                                                                              28


            "Term Loan Maturity Date" shall mean March 27, 2005.

            "Term Loan Repayment Amount" shall have the meaning assigned to such
term in Section 2.11(a).

            "Term Loan Repayment Date" shall have the meaning assigned to such
term in Section 2.11(a).

            "Term Loans" shall mean the Existing Terms Loans and the Additional
Term Loans.

            "The Clipper Group, L.P." shall mean The Clipper Group, L.P., a
limited partnership organized under the laws of the State of Delaware.

            "Total Debt" shall mean, with respect to the Borrower and its
subsidiaries on a consolidated basis at any time, all Capital Lease Obligations,
Indebtedness for borrowed money and Indebtedness in respect of deferred purchase
price of property or services of the Borrower and its subsidiaries at such time
and all preferred stock at such time mandatorily redeemable on or prior to the
first anniversary of the Term Loan Maturity Date, less the amount of cash and
cash equivalents set forth on the Borrower's consolidated balance sheet at such
time (including all amounts on deposit in the Collateral Account at such time)
in excess of $2,500,000.

            "Trademark Security Agreement" shall mean the Trademark Security
Agreement, as amended and restated as of the Restatement Closing Date and
substantially in the form of Exhibit L, among the Borrower, TA, National, TAFSI
and the Collateral Agent.

            "Tranche A Exchange Note Documents" shall mean the Tranche A
Exchange Note Purchase Agreements, the Tranche A Exchange Notes, the Guarantee
Agreement, the Security Documents and the Intercreditor Agreement.

            "Tranche A Exchange Note Purchase Agreements" shall mean the Senior
Secured Note Exchange Agreements, each dated as of March 21, 1997, between the
Borrower and the Tranche A Exchange Note Purchasers party thereto, as amended,
supplemented or otherwise modified from time to time in accordance with the
terms of this Agreement. After the incurrence of any Tranche A Exchange Note
Refinancing Indebtedness, the term "Tranche A Exchange Note Purchase Agreements"
shall include all agreements (or comparable documents, such as loan agreements
or indentures) entered into by the Borrower in connection with the sale or
issuance of such refinancing Indebtedness.

            "Tranche A Exchange Note Purchasers" shall mean the Series I Tranche
A Exchange Note Purchasers and the Series II Tranche A Exchange Note Purchasers
party to the Tranche A Exchange Note Purchase Agreements and their successors
and assigns, including the holders of the Tranche A Exchange Notes from time to
time. After the incurrence of any Tranche A Exchange Note Refinancing
Indebtedness, the term "Tranche A Exchange Note Purchasers" shall include all
original purchasers of such refinancing Indebtedness and their successors and
assigns, including the holders of the Tranche A Exchange Notes from time to
time.

            "Tranche A Exchange Note Refinancing Indebtedness" shall mean any
Indebtedness incurred by the Borrower as contemplated in Section 7.01(g) in
connection with the refinancing of 

<PAGE>   35
                                                                              29


either series of the Tranche A Exchange Notes, provided that the Additional Term
Loans shall not constitute Tranche A Exchange Note Refinancing Indebtedness.

            "Tranche A Exchange Notes" shall mean the Series I Tranche A
Exchange Notes and the Series II Tranche A Exchange Notes, in each case issued
pursuant to the Tranche A Exchange Note Purchase Agreements. After the
incurrence of any Tranche A Exchange Note Refinancing Indebtedness, the term
"Tranche A Exchange Notes" shall include all notes issued in respect of the
Tranche A Exchange Note Refinancing Indebtedness.

            "Transaction Documents" shall mean the Loan Documents, the Tranche A
Exchange Note Documents and the Subordinated Note Documents.

            "Transactions" shall mean the Recapitalization and the Additional
Transactions.

            "Transition Capital Expenditures" shall mean, for any period, all
capital expenditures (other than the Burns Acquisition and the Additional
Permitted Acquisition, if any) made by the Borrower and its subsidiaries during
such period to the extent that such capital expenditures (a) are in an amount in
excess of the Capital Expenditures permitted to be made during such period under
Section 7.13(a) of this Agreement and (b) are capital expenditures substantially
similar to those described in Section 10 of the 1997 Confidential Information
Memorandum or Section 11 of the 1998 Confidential Information Memorandum.

            "Truckstop" shall mean each full service truckstop facility that, as
of any date, is part of the network and that is owned by the Borrower or its
subsidiaries or leased by the Borrower or its subsidiaries as lessee or
sublessee.

            "Type" when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, the term "Rate" shall include
the Adjusted LIBO Rate and the Alternate Base Rate.

            "Voting Trust" shall mean the Voting Trust established pursuant to
the terms of the Voting Trust Agreement.

            "Voting Trust Agreement" shall mean the Voting Trust Agreement dated
as of April 14, 1993, as amended as of March 6, 1997, among the Borrower,
certain Resellers, certain Operators and United States Trust Company of New
York, as trustee, as the same may be amended, modified or supplemented in
accordance with the provisions of this Agreement.

            "Voting Trust Certificates" shall mean the Voting Trust Certificates
issued pursuant to the terms of the Voting Trust Agreement.

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

            SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The 

<PAGE>   36
                                                                              30


words "include", "includes" and "including" shall be deemed to be followed by
the phrase "without limitation". All references herein to Articles, Sections,
Exhibits and Schedules shall be deemed to be references to Articles and Sections
of, and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require. Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations hereunder shall be
made and all financial statements required to be delivered hereunder shall be
prepared in accordance with GAAP as in effect from time to time, applied on a
basis consistent with the application used in the financial statements referred
to in Section 4.05(b).

                               ARTICLE II

                               The Credits

            SECTION 2.01. Commitments; Continuation of Existing Term Loans. On
the terms and subject to the conditions and relying upon the representations and
warranties herein set forth:

            (a) each Lender that has made Existing Term Loans agrees, severally
      and not jointly, to continue Existing Term Loans on the Restatement
      Closing Date in the aggregate principal amount set forth opposite such
      Lender's name on Schedule 2.01;

            (b) each Lender having an Additional Term Loan Commitment agrees,
      severally and not jointly, to make Additional Term Loans to the Borrower
      on the Restatement Closing Date in an aggregate principal amount not to
      exceed the Additional Term Loan Commitment set forth opposite such
      Lender's name on Schedule 2.01; and

            (c) each Lender having a Revolving Credit Commitment agrees to make
      Revolving Loans to the Borrower, at any time and from time to time on or
      after the Restatement Closing Date and prior to the earlier of the
      Revolving Credit Maturity Date and the termination of the Revolving Credit
      Commitment of such Lender in accordance with the terms hereof, in an
      aggregate principal amount at any time outstanding not to exceed (after
      giving effect to all Revolving Credit Loans repaid, and all reimbursements
      of LC Disbursements made, concurrently with the making of any Revolving
      Credit Loans) an amount equal to the difference between (i) the Revolving
      Credit Commitment set forth opposite such Lender's name on Schedule 2.01,
      as the same may be reduced from time to time pursuant to Section 2.09, and
      (ii) such Lender's Applicable Percentage of the sum of (A) the aggregate
      principal amount of Swingline Loans outstanding at such time and (B) the
      LC Exposure at such time.

Within the limits set forth in clause (c) of the preceding sentence, the
Borrower may borrow, pay or prepay and reborrow Revolving Loans on or after the
Restatement Closing Date and prior to the Revolving Credit Maturity Date, on the
terms and subject to the conditions and limitations set forth herein. All
Existing Term Loans and Revolving Loans that are outstanding on the Restatement
Closing Date shall remain outstanding in accordance with the terms hereof,
subject to repayment and prepayment as provided herein. Amounts paid or prepaid
in respect of Term Loans may not be reborrowed.

<PAGE>   37
                                                                              31


            SECTION 2.02. Loans. (a) Each Loan shall be made as part of a
Borrowing consisting of Loans made by the Lenders ratably in accordance with
their respective Existing Term Loan Commitments, Additional Term Loan
Commitments or Revolving Credit Commitments, as the case may be; provided,
however, that the failure of any Lender to make any Loan shall not in itself
relieve any other Lender of its obligation to lend hereunder (it being
understood, however, that no Lender shall be responsible for the failure of any
other Lender to make any Loan required to be made by such other Lender). The
Loans comprising each Borrowing shall be in an aggregate principal amount that
is an integral multiple of $500,000 and not less than $3,000,000 (or in the case
of the Revolving Credit Commitments, the lesser of $3,000,000 and an aggregate
principal amount equal to the remaining balance of the Revolving Credit
Commitments).

            (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans, as the Borrower may request
pursuant to Section 2.03. Each Lender may at its option fulfill its Commitment
with respect to any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan, provided that any exercise of such
option shall not (i) affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement or (ii) impose any additional
obligation on the part of the Borrower pursuant to Section 2.14. Borrowings of
more than one Type may be outstanding at the same time; provided, however, that
the Borrower shall not be entitled to request any Borrowing that, if made, would
result in an aggregate of more than six separate Eurodollar Loans of any Lender
being outstanding hereunder at any one time. For purposes of the foregoing,
Loans having different Interest Periods, regardless of whether they commence on
the same date, shall be considered separate Loans.

            (c) Subject to paragraph (e) below and except with respect to Loans
made pursuant to paragraph (f) below, each Lender shall make a Loan in the
amount of its pro rata portion, as determined under Section 2.17, of each
Borrowing hereunder on the proposed date thereof by wire transfer of immediately
available funds to such account in New York City as the Agent may designate not
later than 12:00 noon, New York City time, and the Agent shall by 3:00 p.m., New
York City time, credit the amounts so received to the general deposit account of
the Borrower maintained with the Agent or, if a Borrowing shall not occur on
such date because any condition precedent herein specified shall not have been
met, return the amounts so received to the respective Lenders. Unless the Agent
shall have received notice from a Lender prior to the date of any Borrowing that
such Lender will not make available to the Agent such Lender's portion of such
Borrowing, the Agent may assume that such Lender has made such portion available
to the Agent on the date of such Borrowing in accordance with this paragraph (c)
and the Agent may, in reliance upon such assumption, make available to the
Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have made such portion available to the Agent, such Lender and
the Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Agent at (i) in the case of the Borrower, the interest rate
applicable at the time to the Loans comprising such Borrowing and (ii) in the
case of such Lender, for the first such day, the Federal Funds Effective Rate,
and thereafter, the Alternate Base Rate. If such Lender shall repay to the Agent
such corresponding amount, such amount shall constitute such Lender's Loan as
part of such Borrowing for purposes of this Agreement.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request any Revolving Credit Borrowing if the
Interest Period requested with respect thereto would end after the Revolving
Credit Maturity Date.

<PAGE>   38
                                                                              32


            (e) The Borrower may refinance all or any part of any Revolving
Credit Borrowing with a Revolving Credit Borrowing of the same or a different
Type, subject to the conditions and limitations set forth in this Agreement. Any
Revolving Credit Borrowing or part thereof so refinanced shall be deemed to be
repaid or prepaid in accordance with Section 2.04 or 2.12, as applicable, with
the proceeds of a new Revolving Credit Borrowing, and the proceeds of the new
Revolving Credit Borrowing, to the extent they do not exceed the principal
amount of the Revolving Credit Borrowing being refinanced, shall not be paid by
the Lenders to the Agent or by the Agent to the Borrower pursuant to paragraph
(c) above.

            (f) If the Agent has not received from the Borrower the payment
required by Section 3.04(a) by 11:00 a.m., New York City time, on the date on
which the Fronting Bank has notified the Borrower that payment of a draft
presented under any Letter of Credit will be made (or such later time as is not
later than three hours after the Borrower shall have received such notice or, if
the Borrower shall have received such notice later than 2:00 p.m., New York City
time, on such Business Day, not later than 10:00 a.m., New York City time, on
the immediately following Business Day), as provided in Section 3.04(a), the
Agent will notify not later than 12:00 noon, New York City time, the Fronting
Bank and each Participating Lender of the LC Disbursement and, in the case of
each Participating Lender, its Applicable Percentage of such LC Disbursement.
Each Participating Lender will pay by wire transfer of immediately available
funds to the Agent not later than 4:00 p.m., New York City time, on such date an
amount equal to such Participating Lender's Applicable Percentage of such LC
Disbursement (it being understood that such amount shall constitute an ABR
Revolving Loan of such Lender and such payment shall be deemed to have reduced
the LC Exposure), and the Agent will promptly pay such amount to the Fronting
Bank. The Agent will promptly remit to each Participating Lender its Applicable
Percentage of any amounts subsequently received by the Agent from the Borrower
in respect of such LC Disbursement. If any Lender shall not have made its
Applicable Percentage of such LC Disbursement available to the Fronting Bank as
provided above, such Lender agrees to pay interest on such amount, for each day
from and including the date such amount is required to be paid in accordance
with this paragraph (f) to but excluding the date an amount equal to such amount
is paid to the Agent for prompt payment to the Fronting Bank at, for the first
such day, the Federal Funds Effective Rate, and thereafter, the Alternate Base
Rate.

            SECTION 2.03. Notice of Borrowings. The Borrower shall give the
Agent written or telecopy notice (or telephone notice promptly confirmed in
writing or by telecopy) (a) in the case of a Eurodollar Borrowing, not later
than 11:00 a.m., New York City time, three Business Days before a proposed
borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon,
New York City time, one Business Day before a proposed borrowing. Such notice
shall be irrevocable and shall in each case refer to this Agreement and specify
(i) whether the Borrowing then being requested is to be a Term Borrowing or a
Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar
Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a
Business Day) and the amount thereof; and (iii) if such Borrowing is to be a
Eurodollar Borrowing, the Interest Period with respect thereto. If no election
as to the Type of Borrowing is specified in any such notice, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any
Eurodollar Borrowing is specified in any such notice, then the Borrower shall be
deemed to have selected an Interest Period of one month's duration. If the
Borrower shall not have given notice in accordance with this Section 2.03 of its
election to refinance a Revolving Credit Borrowing prior to the end of the
Interest Period in effect for such Borrowing, then the Borrower shall (unless
such Borrowing is repaid at the end of such Interest Period) be deemed to have
given notice of an election to refinance such Borrowing with an ABR Borrowing.
The Agent shall promptly advise the Lenders of any notice given pursuant to this
Section 2.03 and of 

<PAGE>   39
                                       33


each Lender's portion of the requested Borrowing and shall promptly notify each
Lender of the determination of the Adjusted LIBO Rate applicable to any
Eurodollar Loan.

            SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The
outstanding principal balance of each Loan shall be payable (i) in the case of a
Revolving Loan or a Swingline Loan, on the Revolving Credit Maturity Date and
(ii) in the case of a Term Loan, as provided in Section 2.11.

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

            (c) The Agent shall maintain accounts in which it will record (i)
the amount of each Loan made hereunder, the Class and Type thereof and the
Interest Period applicable thereto, and, with respect to each Term Loan, whether
such Loan is an Existing Term Loan or an Additional Term Loan, (ii) the amount
of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Agent hereunder from the Borrower or any Guarantor and each Lender's
share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) above shall be prima facie evidence of the existence and
amounts of the obligations therein recorded; provided, however, that the failure
of any Lender or the Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of the Borrower to repay the Loans in
accordance with their terms.

            (e) Notwithstanding any other provision of this Agreement, in the
event any Lender shall request and receive a promissory note payable to such
Lender and its registered assigns, the interests represented by such note shall
at all times (including after any assignment of all or part of such interests
pursuant to Section 10.04) be represented by one or more promissory notes
payable to the payee named therein or its registered assigns.

            SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Lender,
through the Agent, the following fees (each, a "Commitment Fee") (i) on the last
day of March, June, September and December in each year and on each date on
which any of the Revolving Credit Commitments of such Lender shall expire or be
terminated as provided herein, a commitment fee of 0.50% per annum on the
average daily unused amount of the Revolving Credit Commitment (without giving
effect to any deemed reduction thereto in connection with the issuance of
Swingline Loans) of such Lender during the preceding quarter (or other period
ending with the date on which any portion of the Revolving Credit Commitments of
such Lender shall expire or be terminated) and (ii) on the Restatement Closing
Date, a commitment fee of 0.50% per annum on the average daily unused amount of
the Additional Term Loan Commitments of such Lender during the period commencing
with the date upon which this Agreement and/or the Effectiveness Agreement is
executed by such Lender and the Borrower. The Commitment Fee due to each Lender
in respect of its Revolving Credit Commitment shall continue to accrue with
respect to the current quarter from and including the first day of the current
quarter in accordance with the terms hereof. For purposes of calculating
Commitment Fees in respect of Revolving Credit Commitments, any portion of such
Revolving Credit Commitments unavailable due to outstanding Letters of Credit
shall be deemed to be used 

<PAGE>   40
                                                                              34


amounts. All Commitment Fees shall be computed on the basis of the actual number
of days elapsed in a year of 360 days.

            (b) The Borrower agrees to pay to the Agent, for its own account,
fees (the "Administrative Fees") (i) at the time and in the amounts agreed upon
in the fee letter agreement dated February 14, 1997, between the Borrower and
the Agent, which shall continue in effect with respect to such Administrative
Fees until March 27, 1999, and (ii) thereafter at the time and in the amounts
agreed upon in the fee letter agreement dated October 26, 1998, between the
Borrower and the Agent.

            (c) The Borrower agrees to pay to the Agent, for payment to the
other Lenders (to the extent applicable), on the Restatement Closing Date (i) an
amendment fee equal to 0.25% of the aggregate Revolving Credit Commitments of
the Lenders as of the Restatement Closing Date and (ii) an up-front fee equal to
0.50% of the sum of (A) the aggregate outstanding principal balance of the
Existing Term Loans and (B) the aggregate Additional Term Loan Commitments, each
as of the Restatement Closing Date, and the Agent shall pay to each Lender on
the Restatement Closing Date that portion of such fees as is owing to such
Lender.

            (d) The Borrower agrees to pay to the Fronting Bank, for its own
account, the fees specified in Section 3.08.

            (e) All Fees (other than the fees payable to the Fronting Bank under
Section 3.08) shall be paid on the dates due, in immediately available funds, to
the Agent for distribution, if and as appropriate, among the Lenders. Once paid,
none of the Fees shall be refundable under any circumstances (other than
corrections of error in payment).

            SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
Section 2.07, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, when the Alternate Base Rate is determined by
reference to the Prime Rate and over a year of 360 days at all other times) at a
rate per annum equal to the Alternate Base Rate plus the ABR Spread.

            (b) Subject to the provisions of Section 2.07, the Loans comprising
each Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the LIBOR Spread.

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

            SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or Swingline Loan or any
other amount becoming due hereunder or under any Security Document, by
acceleration or otherwise, the Borrower shall on demand from time to time pay
interest, to the extent permitted by law, on such defaulted amount up to (but
not including) the date of actual payment (after as well as before judgment) at
a rate per annum (the "Default Rate") (computed on the basis of the actual
number of days elapsed over a year 

<PAGE>   41
                                                                              35


of 360 days) equal to (a) in the case of any Loan or Swingline Loan, the rate
applicable to such Loan under Section 2.06 plus 2% per annum and (b) in the case
of any other amount, the rate that would be applicable to an ABR Revolving Loan
under Section 2.06 plus 2% per annum.

            SECTION 2.08. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Agent shall have determined that
dollar deposits in the principal amounts of the Loans comprising such Borrowing
are not generally available in the London interbank market, or that the rates at
which such dollar deposits are being offered will not adequately and fairly
reflect the cost to any Lender of making or maintaining its Eurodollar Loan
during such Interest Period, or that reasonable means do not exist for
ascertaining the Adjusted LIBO Rate, the Agent shall, as soon as practicable
thereafter, give written or telecopy notice of such determination to the
Borrower and the Lenders. In the event of any such determination, any request by
the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall,
until the Agent shall have advised the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, be deemed to be a
request for an ABR Borrowing. Each determination by the Agent hereunder shall be
conclusive absent manifest error.

            SECTION 2.09. Termination and Reduction of Commitments. (a) The
Existing Term Loan Commitments terminated upon the making of the Existing Term
Loans. The Additional Term Loan Commitments shall be automatically terminated at
5:00 p.m., New York City time, on the Restatement Closing Date. The Revolving
Credit Commitments and the LC Commitment shall be automatically terminated at
5:00 p.m., New York City time, on the Revolving Credit Maturity Date and the LC
Maturity Date, respectively. Notwithstanding the foregoing, all the Additional
Term Loan Commitments shall be automatically terminated at 5:00 p.m., New York
City time, on December 31, 1998, if the initial borrowing under the Additional
Term Loan Facility has not occurred by such time.

            (b) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Agent, the Borrower may at any time in whole permanently
terminate, or from time to time in part permanently reduce, the Additional Term
Loan Commitments or the Revolving Credit Commitments; provided, however, that
(i) each partial reduction of such Commitments shall be in an integral multiple
of $500,000 and in a minimum principal amount of $3,000,000 and (ii) the
Borrower shall not be permitted to terminate or reduce the Revolving Credit
Commitments if, as the result of such termination or reduction, (A) the LC
Commitment would exceed the aggregate remaining amount of the Revolving Credit
Commitments or (B) the Revolving Credit Utilization would exceed the aggregate
remaining Revolving Credit Commitments. The LC Commitments may be voluntarily
terminated or reduced by the Borrower as provided in Section 3.07.

            (c) The Revolving Credit Commitments and the LC Commitments shall be
permanently reduced as provided in Section 2.13(e).

            (d) Each reduction in the Additional Term Loan Commitments or the
Revolving Credit Commitments hereunder shall be made ratably among the
applicable Lenders in accordance with their respective applicable Commitments.
The Borrower shall pay to the Agent for the account of the applicable Lenders,
on the date of each termination or reduction, the Commitment Fees on the amount
of the Commitments so terminated or reduced accrued to but excluding the date of
such termination or reduction.

<PAGE>   42
                                                                              36


            (e) Nothing in this Section 2.09 shall prejudice any rights that the
Borrower may have against any Lender that fails to lend as required hereunder
prior to the date of termination of any Commitment.

            SECTION 2.10. Conversion and Continuation of Term Borrowings. The
Borrower shall have the right at any time (subject to Section 2.08) upon prior
irrevocable notice to the Agent (i) not later than 12:00 noon, New York City
time, one Business Day prior to conversion, to convert any Eurodollar Term
Borrowing into an ABR Term Borrowing, (ii) not later than 11:00 a.m., New York
City time, three Business Days prior to conversion or continuation, to convert
any ABR Term Borrowing into a Eurodollar Term Borrowing or to continue any
Eurodollar Term Borrowing as a Eurodollar Term Borrowing for an additional
Interest Period and (iii) not later than 11:00 a.m., New York City time, three
Business Days prior to conversion, to convert the Interest Period with respect
to any Eurodollar Term Borrowing to another permissible Interest Period, subject
in each case to the following:

            (a) each conversion or continuation shall be made pro rata among the
      Lenders in accordance with the respective principal amounts of the Loans
      comprising the converted or continued Term Borrowings;

            (b) if less than all the outstanding principal amount of any Term
      Borrowing shall be converted or continued, then each resulting Borrowing
      shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b)
      regarding the principal amount and maximum number of Borrowings of the
      relevant Type;

            (c) each conversion shall be effected by each Lender by applying the
      proceeds of the new Term Loan of such Lender resulting from such
      conversion to the Term Loan (or portion thereof) of such Lender being
      converted, and accrued interest on a Term Loan (or portion thereof) being
      converted shall be paid by the Borrower at the time of conversion;

            (d) if any Eurodollar Term Borrowing is converted at a time other
      than the end of the Interest Period applicable thereto, the Borrower shall
      pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16;

            (e) any portion of a Term Borrowing maturing or required to be
      repaid in less than one month may not be converted into or continued as a
      Eurodollar Term Borrowing;

            (f) any portion of a Eurodollar Term Borrowing that cannot be
      converted into or continued as a Eurodollar Term Borrowing by reason of
      subparagraph (e) above shall be automatically converted at the end of the
      Interest Period in effect for such Borrowing into an ABR Term Borrowing;
      and

            (g) no Interest Period may be selected for any Eurodollar Term
      Borrowing that would end later than a Term Loan Repayment Date occurring
      on or after the first day of such Interest Period if, after giving effect
      to such selection, the aggregate outstanding amount of (i) the Eurodollar
      Term Borrowings with Interest Periods ending on or prior to such Term Loan
      Repayment Date and (ii) the ABR Term Borrowings would not be at least
      equal to the principal amount of Term Borrowings to be paid on such Term
      Loan Repayment Date.

<PAGE>   43
                                                                              37


            Each notice pursuant to this Section 2.10 shall be irrevocable and
shall refer to this Agreement and specify (i) the identity and amount of the
Term Borrowing that the Borrower requests be converted or continued, (ii)
whether such Term Borrowing is to be converted to or continued as a Eurodollar
Term Borrowing or an ABR Term Borrowing, (iii) if such notice requests a
conversion, the date of such conversion (which shall be a Business Day) and (iv)
if such Term Borrowing is to be converted to or continued as a Eurodollar Term
Borrowing, the Interest Period with respect thereto. If no Interest Period is
specified in any such notice with respect to any conversion to or continuation
as a Eurodollar Term Borrowing, the Borrower shall be deemed to have selected an
Interest Period of one month's duration. The Agent shall advise the other
Lenders of any notice given pursuant to this Section 2.10, of the Agent's
determination, if applicable, of the Adjusted LIBO Rate of any Eurodollar Loan
and of each Lender's portion of any converted or continued Term Borrowing. If
the Borrower shall not have given notice in accordance with this Section 2.10 to
continue any Term Borrowing into a subsequent Interest Period (and shall not
otherwise have given notice in accordance with this Section 2.10 to convert such
Term Borrowing), such Term Borrowing shall, at the end of the Interest Period
applicable thereto (unless repaid pursuant to the terms hereof), automatically
be continued into a new Interest Period as an ABR Term Borrowing.

            The Borrower shall be deemed to elect in accordance with this
Section 2.10 (including Section 2.10(d)) to convert as of the Restatement
Closing Date all Eurodollar Term Borrowings comprised of Existing Term Loans
(and the current Interest Period with respect to each such Eurodollar Term
Borrowing shall be deemed to terminate as of the Restatement Closing Date) to
such Type and Interest Period as the Borrower elects in a notice with respect to
such Borrowing(s) delivered to the Agent in accordance with and subject to the
requirements of this Section 2.10, including the immediately preceding paragraph
of this Section 2.10 with respect to any failure by the Borrower to deliver such
a notice or to specify therein an Interest Period with respect to a Eurodollar
Term Borrowing.

            SECTION 2.11. Repayment of Term Borrowings. (a) The Borrower shall
pay to the Agent, for the account of the Lenders, on each March 31, June 30,
September 30 and December 31 in any period set forth below (each such date being
a "Term Loan Repayment Date") a principal amount of the Term Loans (such amount,
as adjusted from time to time pursuant to Sections 2.12(b) and 2.13(e), being
called the "Term Loan Repayment Amount") equal to (i) one-half of the amount set
forth below for the period from and including the Restatement Closing Date to
and including March 31, 1999, and (ii) one-quarter of the amount set forth below
for each such other period, together in each case with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of such
payment:

From and Including:        To and Including:                       Amount:

Restatement Closing Date   March 31, 1999                         $723,186
April 1, 1999              March 31, 2000                       $1,446,372
April 1, 2000              March 31, 2001                       $1,446,372
April 1, 2001              March 31, 2002                       $1,446,372
April 1, 2002              March 31, 2003                       $1,446,372
April 1, 2003              March 31, 2004                      $86,782,334
April 1, 2004              Term Loan Maturity Date            $135,958,992

<PAGE>   44
                                                                              38


On each Term Loan Repayment Date, the Agent shall apply the Term Loan Repayment
Amount paid to the Agent to pay the Term Loans. Prior to the Restatement Closing
Date, $750,000 aggregate principal amount of the Existing Term Loans were repaid
pursuant to Section 2.11(a) of the Original Credit Agreement.

            (b) To the extent not previously paid, all Term Borrowings shall be
due and payable on the Term Loan Maturity Date, together with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of
payment.

            (c) All repayments pursuant to this Section 2.11 shall be subject to
Section 2.16, but shall otherwise be without premium or penalty.

            SECTION 2.12 Optional Prepayment. (a) The Borrower shall have the
right at any time and from time to time to prepay (i) Revolving Credit
Borrowings, (ii) Term Borrowings or (iii) if the Borrower specifically elects,
Term Borrowings and outstanding Series I Tranche A Exchange Notes in accordance
with the provisions of the Tranche A Exchange Note Purchase Agreements, in each
case in whole or in part, upon at least three Business Days' prior written or
telecopy notice (or telephone notice promptly confirmed by written or telecopy
notice) to the Agent; provided, however, that each partial prepayment shall be
in an amount that is an integral multiple of $500,000.

            (b) Each prepayment of principal of the Term Borrowings pursuant to
paragraph (a) above shall be applied first, to reduce the scheduled payments of
principal due under Section 2.11(a) during the 12 month period following the
date of such prepayment and second, pro rata against the remaining scheduled
payments of principal due under Section 2.11(a).

            (c) Each notice of prepayment shall specify (i) the amount to be
prepaid, (ii) the prepayment date, (iii) whether the prepayment relates to
Revolving Credit Borrowings, to Term Borrowings or to both Term Borrowings and
outstanding Series I Tranche A Exchange Notes and (iv) the principal amount to
be prepaid of (A) Revolving Credit Borrowings (or portion thereof) or (B) Term
Borrowings (or portion thereof). Each such notice shall be irrevocable and shall
commit the Borrower to prepay such obligations by the amount specified therein
on the date specified therein. All prepayments of Borrowings under this Section
2.12 shall be subject to Section 2.16 but otherwise without premium or penalty.
All prepayments under this Section 2.12 shall be accompanied by accrued interest
on the principal amount being prepaid to but excluding the date of payment.

            (d) On each prepayment date with respect to the prepayment of any
Term Borrowing in respect of which the Borrower shall also be making a voluntary
prepayment of Series I Tranche A Exchange Notes, the Borrower shall deliver to
the Agent for application pursuant to paragraph (a) above an amount equal to the
Lenders' Pro Rata Share of such prepaid amounts. On or before the delivery of
all amounts to be prepaid with respect to the Term Borrowings, the Borrower
shall with respect to the Pro Rata Share of such prepaid amounts attributable to
the Series I Tranche A Exchange Notes give notice of such optional prepayment of
such Pro Rata Share pursuant to Section 5.2 of the Tranche A Exchange Note
Purchase Agreements (or the analogous provision, if any, in respect of the
Tranche A Exchange Note Refinancing Indebtedness). Pending payment to the
Tranche A Exchange Note Purchasers, the Borrower shall deposit the Pro Rata
Share of such prepaid amounts attributable to the Series I Tranche A Exchange
Notes in an escrow account with the Collateral Agent pursuant to paragraph (f)
below.

<PAGE>   45
                                                                              39


            (e) At any time that (i) the Borrower shall elect to prepay both
Term Borrowings and Series I Tranche A Exchange Notes pursuant to paragraph (d)
above or (ii) an offer notice is required to be delivered to the Series I
Tranche A Exchange Note Purchasers pursuant to Section 2.13(d), the Borrower
shall give (or cause to be given) to the Agent an additional written notice
(which notice shall be included, as applicable, in the prepayment notice
delivered pursuant to paragraph (a) above or the Financial Officer's Certificate
delivered pursuant to Section 2.13(f)). Such written notice shall, (i) in the
case of an optional prepayment pursuant to paragraph (d) above, set forth a
reasonably detailed calculation of the amounts to be paid to the Lenders and the
amounts to be paid to the Series I Tranche A Exchange Note Purchasers as
contemplated in paragraph (d) above and (ii) in the case of a notice relating to
a Prepayment Event, describe in reasonable detail the facts and circumstances
giving rise to such Prepayment Event and a reasonably detailed calculation of
the Net Cash Proceeds therefrom and the amounts to be paid to the Lenders and to
be offered to the Series I Tranche A Exchange Note Purchasers in accordance with
Section 2.13(d).

            (f) If (i) any voluntary prepayment of Series I Tranche A Exchange
Notes is to be made in connection with an optional prepayment of Term Borrowings
pursuant to paragraph (d) above or (ii) there is a prepayment in connection with
any Prepayment Event pursuant to Section 2.13(d), the Borrower will,
concurrently with any such prepayment under this Agreement, make effective
provision whereby the Series I Tranche A Exchange Note Purchasers' Pro Rata
Share of the related prepaid amount, together with interest to the related
prepayment date, is placed in escrow with the Collateral Agent until the related
prepayment date in respect of the Series I Tranche A Exchange Notes, whereupon
such amounts shall be applied to the prepayment of the Series I Tranche A
Exchange Notes or, in the case of amounts attributable to rejected or deemed
rejected offers as contemplated in Section 2.13(d), prepayments of obligations
outstanding under this Agreement as contemplated under Section 2.13(d).

            (g) Except as contemplated in the definition of the term "Excess
Cash Flow", no optional prepayment of Term Borrowings made by the Borrower
pursuant to this Section 2.12 shall reduce the Borrower's obligation to make
mandatory prepayments pursuant to Section 2.13(d) or Section 2.13(e).

            SECTION 2.13. Mandatory Prepayments. (a) On the date of any
termination or reduction of the Revolving Credit Commitments pursuant to Section
2.09, the Borrower shall pay or prepay so much of the Swingline Loans and
Revolving Credit Borrowings as shall be necessary in order that (i) the
aggregate principal amount of Swingline Loans and Revolving Loans outstanding at
such time will not exceed (ii) the aggregate Revolving Credit Commitments (after
giving effect to such termination or reduction and after giving effect to each
deemed reduction to the Revolving Credit Commitments in connection with the
making of a Swingline Loan) less the aggregate LC Exposure at such time.

            (b) Substantially simultaneously with (and in any event not later
than the Business Day next following) the occurrence of a Prepayment Event, the
Borrower shall apply an amount equal to 100% of the Net Cash Proceeds therefrom
to prepay obligations outstanding under this Agreement and the outstanding
Series I Tranche A Exchange Notes in accordance with paragraph (d) below.

            (c) No later than the earlier of (i) 105 days after the end of each
fiscal year, commencing with the fiscal year ending on December 31, 1999, and
(ii) the date on which the financial statements with respect to such period are
delivered pursuant to Section 6.04(a), the 

<PAGE>   46
                                                                              40


Borrower shall apply an amount equal to 50% of Excess Cash Flow for such period
to prepay obligations outstanding under this Agreement and the outstanding
Series I Tranche A Exchange Notes in accordance with paragraph (d) below.

            (d) Upon the occurrence of any event described in paragraph (b) or
(c) above, the Borrower shall (i) offer to pay to the Agent (for application to
the prepayment of obligations outstanding under this Agreement in accordance
with paragraph (e) below) an amount equal to the Lenders' Pro Rata Share of the
amount to be prepaid as a result of such event (such amount, the "Prepayment
Amount") and (ii) offer to prepay the Series I Tranche A Exchange Notes in the
manner set forth in Section 5.3 of the Tranche A Exchange Note Purchase
Agreements (or the analogous provision, if any, in respect of any Tranche A
Exchange Note Refinancing Indebtedness) in an amount equal to the Pro Rata Share
of the Prepayment Amount attributable to the Series I Tranche A Exchange Notes.
If any Series I Tranche A Exchange Note Purchaser rejects or is deemed to reject
(as provided in Section 5.3 of the Tranche A Exchange Note Purchase Agreements
(or the analogous provision, if any, in respect of any Tranche A Exchange Note
Refinancing Indebtedness)) such offer, then on the related date for payment the
Collateral Agent shall (i) allocate such Series I Tranche A Exchange Note
Purchaser's share of such Net Cash Proceeds to the Term Loans and (ii) offer to
apply such amount to the prepayment of obligations outstanding under this
Agreement in accordance with paragraphs (e) and (f) below.

            (e) Mandatory prepayments of outstanding obligations under this
Agreement made by the Borrower pursuant to paragraphs (b) or (c) above or
paragraph (i) below shall be applied, subject to paragraph (h) below, first, to
prepay scheduled payments of principal due on the Term Borrowings under Section
2.11(a) after the date of such prepayment in the manner described in the
immediately following sentence and second, following the payment in full of all
Term Loans, permanently to reduce Swingline Loans, Revolving Loans and the
Revolving Credit Commitments. Each such mandatory prepayment of principal of the
Term Borrowings shall be applied to reduce the scheduled payments of principal
due under Section 2.11(a) after the date of such prepayment (i) in the case of
mandatory prepayments described in clause (c) of the definition of the term
"Prepayment Event", in the inverse order of maturity and (ii) in the case of
mandatory prepayments described in paragraph (c) above, all other Prepayment
Events and any prepayment pursuant to paragraph (h) or paragraph (i) below, pro
rata.

            (f) The Borrower shall deliver to the Agent, (i) at the time of each
prepayment required under paragraph (b), paragraph (c), paragraph (h) or
paragraph (i) of this Section 2.13, a certificate signed by a Financial Officer
of the Borrower setting forth in reasonable detail the calculation of the amount
of such prepayment and (ii) at least three Business Days prior to the time of
each prepayment required under this Section 2.13 (if known at such time), a
notice of such prepayment. In the case of a prepayment pursuant to paragraph (d)
above, such officer's certificate shall also set forth the information required
to be included therein pursuant to Section 2.12(e). Each required notice of
prepayment (i) shall specify the prepayment date, whether the related prepayment
relates solely to obligations under this Agreement or if it also relates to
outstanding Series I Tranche A Exchange Notes, the Type of each Borrowing being
prepaid, the principal amount of each Borrowing (or portion thereof) to be
prepaid and, if outstanding Series I Tranche A Exchange Notes are to be prepaid,
the principal amount of such outstanding Series I Tranche A Exchange Notes (or
portion thereof) to be prepaid, (ii) shall be irrevocable and (iii) shall commit
the Borrower to prepay such obligations by the amount stated therein on the date
stated therein. All prepayments of Borrowings and Swingline Loans under this
Section 2.13 shall be subject to Section 2.16, but shall otherwise be without
premium or penalty. All prepayments of Borrowings and Swingline Loans 

<PAGE>   47
                                                                              41


under this Section 2.13 (other than prepayments pursuant to paragraph (c) above
or paragraph (i) below) shall be accompanied by accrued interest on the
principal amount being prepaid to but excluding the date of payment. All
prepayments of Borrowings and Swingline Loans pursuant to paragraph (c) or
paragraph (i) of this Section 2.13 shall be applied first to the payment of
accrued interest on the principal amount being prepaid and then to the payment
of such principal.

            (g) Net Cash Proceeds and such other amounts to be applied pursuant
to this Section 2.13 to the prepayment of Term Borrowings and Revolving Credit
Borrowings shall be applied, as applicable, first to reduce outstanding ABR Term
Borrowings and ABR Revolving Credit Borrowings. Any amounts remaining after each
such application shall, at the option of the Borrower, be applied to prepay
Eurodollar Term Borrowings or Eurodollar Revolving Credit Borrowings, as the
case may be, immediately or shall be deposited in the Prepayment Account (as
defined below). The Agent shall apply any cash deposited in the Prepayment
Account (i) allocable to Term Borrowings to prepay Eurodollar Term Borrowings
and (ii) allocable to Revolving Credit Borrowings to prepay Eurodollar Revolving
Credit Borrowings, in each case on the last day of their respective Interest
Periods (or, at the direction of the Borrower, on any earlier date) until all
outstanding Term Borrowings or Revolving Credit Borrowings, as the case may be,
have been prepaid or until all the allocable cash on deposit with respect to
such Borrowings has been exhausted. For purposes of this Agreement, "Prepayment
Account" shall mean an account established by the Borrower with the Agent and
over which the Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal for application in accordance with this paragraph
(g). The Agent will, at the request of the Borrower, invest amounts on deposit
in the Prepayment Account in Permitted Investments maturing prior to the last
day of the applicable Interest Periods of the Eurodollar Term Borrowings or
Eurodollar Revolving Credit Borrowings to be prepaid, as the case may be;
provided, however, that (i) the Agent shall not be required to make any
investment that, in its sole judgment, would require or cause the Agent to be
in, or would result in any, violation of any law, statute, rule or regulation
and (ii) the Agent shall have no obligation to invest amounts on deposit in the
Prepayment Account if a Default or Event of Default shall have occurred and be
continuing. The Borrower shall indemnify the Agent for any losses relating to
the investments so that the amount available to prepay Eurodollar Borrowings on
the last day of the applicable Interest Periods is not less than the amount that
would have been available had no investments been made pursuant thereto. Other
than any interest earned on such investments, the Prepayment Account shall not
bear interest. Interest or profits, if any, on such investments shall be
deposited in the Prepayment Account and reinvested as specified above. If the
maturity of the Loans has been accelerated pursuant to Article VIII, the Agent
may, in its sole discretion, apply all amounts on deposit in the Prepayment
Account to satisfy any of the Obligations. The Borrower hereby grants to the
Agent, for its benefit and the benefit of the Fronting Bank, the Swingline
Lender and the Lenders, a security interest in the Prepayment Account.

            (h) Any Term Lender may, subject to the following sentence, elect by
notice to the Agent in writing or by telecopy (or by telephone promptly
confirmed in writing or by telecopy) at least one Business Day prior to any
prepayment of Term Loans required to be made by the Borrower for the account of
such Lender pursuant to this Section 2.13, to decline all or a portion of such
prepayment (including any amount rejected by any Series I Tranche A Exchange
Note Purchaser and offered to such Term Lender pursuant to paragraph (d) above)
and, under such circumstances, the Borrower shall retain all amounts (such
amounts the "Declined Amounts") that would otherwise be used to repay Term Loans
pursuant thereto. In the event that any portion of the Declined Amounts has not
been invested in assets used in the principal lines of business of the Borrower
or its subsidiaries or used by the Borrower to make an optional prepayment
pursuant to Section 2.12 during the one-year period after such Declined Amounts
were so declined, the Borrower shall be 

<PAGE>   48
                                                                              42


required, on the last day of such one-year period, to apply an amount equal to
100% of the remaining portion of such Declined Amounts to the prepayment of
obligations outstanding under this Agreement in accordance with paragraph (e)
above.

            (i) Any portion of the Additional Reserve Amount that is not used to
fund the Additional Permitted Acquisition, if any, shall be applied by the
Borrower in accordance with the immediately following sentence and paragraphs
(e), (f), (g) and (h) of this Section 2.13 to the prepayment of obligations
outstanding under this Agreement (the "Special Mandatory Prepayment"). The
Special Mandatory Prepayment shall be made by the Borrower not later than (a)
March 31, 1999, if the Borrower shall have not executed a definitive purchase
agreement, definitive merger agreement, definitive tender offer agreement or
other similar definitive agreement with respect to the Additional Permitted
Acquisition by such date, or (b) December 31, 1999, if such a definitive
agreement shall have been executed by March 31, 1999, regardless of whether or
not the Additional Permitted Acquisition shall have been consummated, provided
that the Special Mandatory Prepayment shall not be made by the Borrower so long
as a "Default" or "Event of Default" under the Loan Documents or the Tranche A
Exchange Note Documents (as such terms are defined therein) has occurred and is
continuing.

            (j) The provisions of this Section 2.13 are subject to the
Intercreditor Agreement as long as any Series I Tranche A Exchange Notes are
outstanding.

            SECTION 2.14. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision herein, if after March 21, 1997, any change
in applicable law or regulation or in the interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof (whether or not having the force of law) shall change the
basis of taxation of payments to any Lender of the principal of or interest on
any Eurodollar Loan made by such Lender or any Letter of Credit reimbursement
obligations, Fees or other amount payable hereunder (other than changes in
respect of income and franchise taxes imposed on such Lender by the jurisdiction
in which such Lender is organized or has its principal office or by any
political subdivision or taxing authority thereof or therein), or shall impose,
modify, or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of or credit extended by
such Lender (except any such reserve requirement that is reflected in the
Adjusted LIBO Rate or in the Alternate Base Rate) or shall impose on such Lender
or the London interbank market any other condition affecting this Agreement or
Eurodollar Loans made by such Lender or any Letter of Credit issued hereunder,
and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or increase the cost to any
Lender of issuing or maintaining any Letter of Credit or to reduce the amount of
any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise) by an amount deemed by such Lender to be material, then
the Borrower will pay to such Lender following receipt of a certificate of such
Lender to such effect in accordance with Section 2.14(c) such additional amount
or amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

            (b) If any Lender, the Swingline Lender or the Fronting Bank shall
have determined that the applicability of any law, rule, regulation, agreement
or guideline adopted pursuant to or arising out of the July 1988 report of the
Basic Committee on Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital Standards", or the
adoption after March 21, 1997, of any other law, rule, regulation, agreement or
guideline regarding capital adequacy, or any change in any of the foregoing or
in the interpretation or administration of 

<PAGE>   49
                                                                              43


any of the foregoing by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender (or any lending office of such Lender), the Swingline Lender or
the Fronting Bank or any Lender's, the Swingline Lender's or the Fronting Bank's
holding company with any request or directive regarding capital adequacy issued
under any law, rule, regulation or guideline (whether or not having the force of
law) of any such authority, central bank or comparable agency, has or would have
the effect of reducing the rate of return on such Lender's, the Swingline
Lender's or the Fronting Bank's capital or on the capital of such Lender's, the
Swingline Lender's or the Fronting Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by such Lender, the Swingline
Loans made by the Swingline Lender or the Letters of Credit issued by the
Fronting Bank pursuant hereto to a level below that which such Lender, the
Swingline Lender or the Fronting Bank or such Lender's, the Swingline Lender's
or the Fronting Bank's holding company could have achieved but for such
applicability, adoption, change or compliance (taking into consideration such
Lender's, the Swingline Lender's or the Fronting Bank's policies and the
policies of such Lender's, the Swingline Lender's or the Fronting Bank's holding
company with respect to capital adequacy) by an amount deemed by such Lender,
the Swingline Lender or the Fronting Bank to be material, then from time to time
the Borrower shall pay to such Lender, the Swingline Lender or the Fronting Bank
following receipt of a certificate of such Lender, the Swingline Lender or the
Fronting Bank to such effect in accordance with Section 2.14(c) such additional
amount or amounts as will compensate such Lender, the Swingline Lender or the
Fronting Bank or such Lender's, the Swingline Lender's or the Fronting Bank's
holding company for any such reduction suffered. Notwithstanding any other
provision in this paragraph (b), none of any Lender, the Swingline Lender or the
Fronting Bank shall be entitled to demand compensation pursuant to this
paragraph (b) if it shall not be the general practice of such Lender, the
Swingline Lender or the Fronting Bank, as applicable, to demand such
compensation in similar circumstances under comparable provisions of other
comparable credit agreements.

            (c) A certificate of each Lender, the Swingline Lender or the
Fronting Bank setting forth such amount or amounts as shall be necessary to
compensate such Lender, the Swingline Lender or the Fronting Bank or its holding
company as specified in paragraph (a) or (b) above, as the case may be, and
setting forth in reasonable detail an explanation of the basis of requesting
such compensation in accordance with paragraph (a) or (b) above, shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay each Lender, the Swingline Lender or the Fronting Bank the
amount shown as due on any such certificate delivered by it within 10 days after
its receipt of the same.

            (d) Failure on the part of any Lender, the Swingline Lender or the
Fronting Bank to demand compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on capital with respect to
any period shall not constitute a waiver of such Lender's, the Swingline
Lender's or the Fronting Bank's right to demand compensation with respect to
such period or any other period, except that none of any Lender, the Swingline
Lender or the Fronting Bank shall be entitled to compensation under this Section
2.14 for any costs incurred or reductions suffered with respect to any date
unless such Lender, the Swingline Lender or the Fronting Bank, as applicable,
shall have notified the Borrower that it will demand compensation for such costs
or reductions under paragraph (c) above not more than six months after the later
of (i) such date and (ii) the date on which such Lender, the Swingline Lender or
the Fronting Bank, as applicable, shall have become aware of such costs or
reductions. The protection of this Section 2.14 shall be available to each
Lender, the Swingline Lender or the Fronting Bank regardless of any possible
contention of the invalidity or inapplicability of the law, rule, regulation,
guideline or other change or condition that shall have occurred or been imposed.

<PAGE>   50
                                                                              44


            (e) Each Lender will, at the request of the Borrower, designate a
different lending office if such designation (i) will avoid the need for, or
minimize the amount of, any compensation to which such Lender is entitled
pursuant to this Section 2.14 and (ii) will not, in the sole judgment of such
Lender, be otherwise disadvantageous to such Lender.

            (f) With respect to any Lender that is entitled to any compensation
pursuant to paragraph (a) above, the Borrower shall have the right to elect by
notice to such Lender that all outstanding Eurodollar Loans made by such Lender
be automatically converted to ABR Loans as of the effective date of such notice
and that any requests thereafter by the Borrower for a Eurodollar Borrowing
shall, as to such Lender only, be deemed a request for an ABR Loan.

            SECTION 2.15. Change in Legality. (a) Notwithstanding any other
provision herein, if after March 21, 1997, any change in any law or regulation
or in the interpretation thereof by any governmental authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
to make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the Borrower and to the Agent, such Lender may:

            (i) declare that Eurodollar Loans will not thereafter be made by
      such Lender hereunder, whereupon any request by the Borrower for a
      Eurodollar Borrowing shall, as to such Lender only, be deemed a request
      for an ABR Loan unless such declaration shall be subsequently withdrawn;
      and

            (ii) require that all outstanding Eurodollar Loans made by it be
      converted to ABR Loans, in which event all such Eurodollar Loans shall be
      automatically converted to ABR Loans as of the effective date of such
      notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

            (b) For purposes of this Section 2.15, a notice to the Borrower by
any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last
day of the Interest Period currently applicable to such Eurodollar Loan; in all
other cases such notice shall be effective on the date of receipt by the
Borrower.

            SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender
against any loss or expense that such Lender may sustain or incur as a
consequence of (a) any failure by the Borrower to fulfill on the date of any
borrowing hereunder the applicable conditions set forth in Article V, (b) any
failure by the Borrower to borrow or to refinance, convert or continue any Loan
hereunder after irrevocable notice of such borrowing, refinancing, conversion or
continuation has been given pursuant to Section 2.03 or 2.10, (c) any payment,
prepayment or conversion of a Eurodollar Loan required by any other provision of
this Agreement or otherwise made or deemed made on a date other than the last
day of the Interest Period applicable thereto, (d) any default in payment or
prepayment of the principal amount of any Loan or any part thereof or interest
accrued thereon, as and when due and payable (at the due date thereof, whether
by scheduled maturity, acceleration, irrevocable notice of prepayment or
otherwise) or (e) the occurrence of any Event of 

<PAGE>   51
                                                                              45


Default, including, in each such case, any loss or reasonable expense sustained
or incurred or to be sustained or incurred in liquidating or employing deposits
from third parties acquired to effect or maintain such Loan or any part thereof
as a Eurodollar Loan. Such loss or reasonable expense shall be equal to the sum
of (a) such Lender's actual costs and expenses incurred (other than any lost
profits) in connection with, or by reason of, any of the foregoing events and
(b) an amount equal to the excess, if any, as reasonably determined by such
Lender of (i) its cost of obtaining the funds for the Loan being paid, prepaid,
converted or not borrowed, converted or continued (assumed to be the Adjusted
LIBO Rate applicable thereto) for the period from and including the date of such
payment, prepayment, conversion or failure to borrow, convert or continue to but
excluding the last day of the Interest Period for such Loan (or, in the case of
a failure to borrow, convert or continue, the Interest Period for such Loan that
would have commenced on the date of such failure) over (ii) the amount of
interest (as reasonably determined by such Lender) that would be realized by
such Lender in reemploying the funds so paid, prepaid, converted or not
borrowed, converted or continued for such period or Interest Period, as the case
may be. A certificate of any Lender setting forth in reasonable detail any
amount or amounts that such Lender is entitled to receive pursuant to this
Section 2.16 shall be delivered to the Borrower and shall be conclusive absent
manifest error.

            SECTION 2.17. Pro Rata Treatment. Except as required under Section
2.15, each Borrowing, each payment or prepayment of principal of any Borrowing,
each payment of interest on the Loans, each payment of the Commitment Fees, each
payment of the LC Fees, each reduction of the Additional Term Loan Commitments
or the Revolving Credit Commitments and each refinancing of any Borrowing with,
conversion of any Borrowing to or continuation of any Borrowing as a Borrowing
of any Type shall be allocated pro rata among the Lenders in accordance with
their respective applicable Commitments (or, if such Commitments shall have
expired or been terminated, in accordance with the respective principal amounts
of their applicable outstanding Loans). Each Lender agrees that in computing
such Lender's portion of any Borrowing to be made hereunder, the Agent may, in
its discretion, round each Lender's percentage of such Borrowing, computed in
accordance with Section 2.01, to the next higher or lower whole dollar amount.

            SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it
shall, through the exercise of a right of banker's lien, setoff or counterclaim
against the Borrower, or pursuant to a claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency, or other similar law or otherwise, or by any other means, obtain
payment (voluntary or involuntary) in respect of any Loan or Loans or LC
Exposure as a result of which the unpaid principal portion of its Loans or its
LC Exposure shall be proportionately less than the unpaid principal portion of
the Loans of any other Lender or any other Lender's LC Exposure, such Lender
shall be deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price for, a
participation in the Loans of such other Lender or the LC Exposure of such other
Lender, so that the aggregate unpaid principal amount of the Loans, LC Exposures
and participations in Loans and LC Exposures held by each Lender shall be in the
same proportion to the aggregate unpaid principal amount of all Loans and LC
Exposures then outstanding as the principal amount of such Lender's Loans and LC
Exposures prior to such exercise of banker's lien, setoff or counterclaim or
other event was to the principal amount of all Loans and LC Exposures
outstanding prior to such exercise of banker's lien, setoff or counterclaim or
other event; provided, however, that, if any such purchase or purchases or
adjustments shall be made pursuant to this Section 2.18 and the payment giving
rise thereto shall thereafter be recovered, such purchase or purchases or
adjustments shall be rescinded to the extent of such recovery and the purchase
price or prices or adjustment restored without interest. The Borrower expressly
consents to

<PAGE>   52
                                                                              46


the foregoing arrangements and agrees that any Lender holding a participation in
a Loan or LC Exposure deemed to have been so purchased may exercise any and all
rights of banker's lien, setoff or counterclaim with respect to any and all
moneys owing by the Borrower to such Lender by reason thereof as fully as if
such Lender had made a Loan directly to the Borrower in the amount of such
participation.

            SECTION 2.19. Payments. (a) Except as provided in Sections 2.05(d),
the Borrower shall make each payment (including principal of or interest on any
Borrowing or any Fees or other amounts but excluding payments in respect of
Swingline Loans) hereunder and under any other Loan Document not later than
12:00 noon, New York City time, on the date when due in dollars to the Agent
(for the account of the Agent, the Fronting Bank or the Lenders, as the case may
be), at its offices at 270 Park Avenue, New York, New York, in immediately
available funds. The Agent shall promptly remit in dollars to the Agent, the
Fronting Bank or the Lenders, as the case may be, its share of such payments
received by the Agent.

            (b) The Borrower shall make each payment in respect of Swingline
Loans not later than 12:00 noon, New York City time, on the date when due to the
Swingline Lender at its offices at 270 Park Avenue, New York, New York.

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

            SECTION 2.20. Taxes. (a) Any and all payments by the Borrower
hereunder shall be made, in accordance with Section 2.19, free and clear of and
without deduction for any and all current or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on the net income of the Agent, the Fronting Bank, the
Swingline Lender or any Lender (or any transferee or assignee thereof, including
a participation holder (any such entity being called a "Transferee")) and
franchise taxes imposed on the Agent, the Fronting Bank, the Swingline Lender or
any Lender (or Transferee) by the United States or any jurisdiction under the
laws of which the Agent, the Fronting Bank, the Swingline Lender or any such
Lender (or Transferee) is organized or has its principal office or lending
office or any political subdivision or taxing authority thereof or therein (all
such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If any Taxes are required
to be deducted from or in respect of any sum payable hereunder to any Lender (or
any Transferee), the Agent, the Swingline Lender or the Fronting Bank, (i) the
sum payable shall be increased by the amount necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.20) such Lender (or Transferee), the Agent, the Swingline
Lender or the Fronting Bank (as the case may be) shall receive an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deduction, and (iii) the Borrower shall pay the full
amount deducted to the relevant taxing authority or other Governmental Authority
in accordance with applicable law; provided, however, that no Transferee of any
Lender shall be entitled to receive any greater payment under this paragraph (a)
than such Lender would have been entitled to receive with respect to the rights
assigned, participated or otherwise transferred unless such assignment,
participation or transfer shall have been made at a time when the circumstances
giving rise to such greater payment did not exist.

<PAGE>   53
                                                                              47


            (b) In addition, the Borrower agrees to pay any current or future
stamp, intangible or documentary taxes or any other excise or property taxes,
charges or similar levies (including mortgage recording taxes and similar fees),
together with interest, penalties and fees, that arise from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement, any Assignment and Acceptance entered into at the
request of the Borrower or any other Loan Document (hereinafter referred to as
"Other Taxes").

            (c) The Borrower will indemnify each Lender (or Transferee), the
Agent, the Swingline Lender and the Fronting Bank for the full amount of Taxes
and Other Taxes paid by such Lender (or Transferee), the Agent, the Swingline
Lender or the Fronting Bank, as the case may be, and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted by
the relevant taxing authority or other Governmental Authority. Such
indemnification shall be made within 30 days after the date any Lender (or
Transferee), the Agent, the Swingline Lender or the Fronting Bank, as the case
may be, makes written demand therefore. If a Lender (or Transferee), the Agent,
the Swingline Lender or the Fronting Bank shall become aware that it is entitled
to receive a refund in respect of Taxes or Other Taxes as to which it has been
indemnified by the Borrower pursuant to this Section 2.20, it shall promptly
notify the Borrower of the availability of such refund and shall, within 30 days
after receipt of a request by the Borrower, apply for such refund at the
Borrower's expense. If any Lender (or Transferee), the Agent, the Swingline
Lender or the Fronting Bank receives a refund in respect of any Taxes or Other
Taxes as to which it has been indemnified by the Borrower pursuant to this
Section 2.20, it shall promptly notify the Borrower of such refund and shall,
within 15 days of receipt, repay such refund to the Borrower, net of all
out-of-pocket expenses of such Lender, the Agent, the Swingline Lender or the
Fronting Bank and without any interest (other than the interest, if any,
included in such refund); provided, however, that the Borrower, upon the request
of such Lender (or Transferee), the Agent, the Swingline Lender or the Fronting
Bank, agrees to return such refund (plus penalties, interest or other charges)
to such Lender (or Transferee), the Agent, the Swingline Lender or the Fronting
Bank in the event such Lender (or Transferee), the Agent, the Swingline Lender
or the Fronting Bank is required to repay such refund. Nothing contained in this
paragraph (c) shall require any Lender (or Transferee), the Agent, the Swingline
Lender or the Fronting Bank to make available any of its tax returns (or any
other information relating to its taxes that it deems to be confidential).

            (d) Within 30 days after the date of any payment of Taxes or Other
Taxes withheld by the Borrower in respect of any payment to any Lender (or
Transferee), the Agent, the Swingline Lender or the Fronting Bank, the Borrower
will furnish to the Agent, at its address referred to in Section 10.01, the
original or a certified copy of a receipt evidencing payment thereof or other
evidence reasonably satisfactory to such Lender (or Transferee), the Agent, the
Swingline Lender or the Fronting Bank, as the case may be.

            (e) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.20
shall survive the payment in full of the principal of and interest hereunder or
any Loan Document.

            (f) Each Lender (or Transferee) or successor Fronting Bank that is
organized under the laws of a jurisdiction other than the United States, any
State thereof or the District of Columbia (a "Non-U.S. Lender") shall deliver to
the Borrower and the Agent two copies of either United States Internal Revenue
Service Form 1001 or Form 4224, or, in the case of a Non-U.S. Lender claiming
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of
the Code with 

<PAGE>   54
                                                                              48


respect to payments of "portfolio interest", a Form W-8, or any subsequent
versions thereof or successors thereto (and, if such Non-U.S. lender delivers a
Form W-8, a certificate representing that such Non-U.S. Lender is not a bank for
purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within
the meaning of Section 872(h)(3)(B) of the Code of the Borrower and is not a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Code)), properly completed and duly executed by such
Non-U.S. Lender claiming complete exemption from U.S. Federal withholding tax on
payments of interest by the Borrower under this Agreement and the other Loan
Documents. Such forms shall be delivered by each Non-U.S. Lender on or before
the date it becomes a party to this Agreement. Notwithstanding any provision of
Section 2.20(a) to the contrary, the Borrower shall not have any obligation to
pay any Taxes or Other Taxes (except to the extent required by law) pursuant to
Section 2.20 to the extent that such Taxes or Other Taxes result from (i) the
failure of any Lender (or Transferee), the Agent, the Fronting Bank or the
Swingline Bank to comply with its obligations pursuant to this Section 2.20(f),
unless as a result of any change in any law or regulation or in the
interpretation thereof by any governmental authority charged with the
administration or interpretation thereof such compliance is no longer necessary,
or (ii) any representation made on Form 1001 or 4224 or successor applicable
form on certification by the Lender (or Transferee), the Agent, the Fronting
Bank, or the Swingline Bank incurring such Taxes or Other Taxes proving to have
been incorrect, false or misleading in any material respect when so made or
deemed to be made.

            (g) Any of the Agent, the Fronting Bank, the Swingline Lender or any
Lender (or Transferee) claiming any additional amounts payable pursuant to this
Section 2.20 shall use reasonable efforts, consistent with legal and regulatory
restrictions (including reasonable efforts to change the jurisdiction of its
applicable lending office), to avoid the need for or reduce the amount of any
such additional amounts that may thereafter accrue, provided that such efforts
would not, in the sole determination of such Lender (or Transferee), Agent,
Fronting Bank, or Swingline Lender, as the case may be, be otherwise
disadvantageous to such Lender (or Transferee), the Agent, the Fronting Bank, or
the Swingline Lender.

            SECTION 2.21. Swingline Loans. (a) On the terms and subject to the
conditions and relying upon the representations and warranties herein set forth,
the Swingline Lender agrees, at any time and from time to time from and
including the Closing Date to but excluding the earlier of the Revolving Credit
Maturity Date and the termination of the Revolving Credit Commitments, in
accordance with the terms hereof, to make Swingline Loans (which shall be ABR
Borrowings) to the Borrower in an aggregate principal amount at any time
outstanding not to exceed the lesser of (i) $5,000,000 and (ii) the difference
between (A) the aggregate Revolving Credit Commitments, as the same may be
reduced from time to time pursuant to Section 2.09, at such time and (B) the sum
of the aggregate principal amount of Revolving Loans outstanding at such time
and the LC Exposure at such time. Each Lender's Revolving Credit Commitment
shall be deemed utilized by an amount equal to such Lender's pro rata share
(based upon the percentage that such Lender's Revolving Credit Commitment bears
to the aggregate amount of the Revolving Loan Commitments on such date) of each
Swingline Loan. Immediately upon the making of each Swingline Loan, the
Swingline Lender shall be deemed to have sold and transferred to each such
Lender, and each such Lender shall be deemed to have purchased and received from
the Swingline Lender, in each case irrevocably and without any further action by
any party, an undivided interest and participation in such Swingline Loan and
the Obligations of the Borrower under this Agreement in respect thereof in an
amount equal to such Lender's pro rata share (determined as aforesaid) of such
Swingline Loan. Each Swingline Loan shall be in a principal amount that is an
integral multiple of $500,000 and shall be made available to the Borrower by
means of a credit to the general deposit account of the Borrower

<PAGE>   55
                                                                              49


by 3:00 p.m. on the date such Swingline Loan is requested to be made pursuant to
paragraph (b) below. Within the limits set forth in the first sentence of this
paragraph, the Borrower may borrow, pay or prepay and reborrow Swingline Loans
on or after the Closing Date and prior to the Revolving Credit Maturity Date on
the terms and subject to the conditions and limitations set forth herein.

            (b) The Borrower shall give the Swingline Lender telephonic, written
or telecopy notice (in the case of telephonic notice, such notice shall be
promptly confirmed in writing or by telecopy) not later than 12:00 noon, New
City time, on the day of a proposed borrowing. Such notice shall be delivered on
a Business Day, shall be irrevocable and shall refer to this Agreement and shall
specify the requested date (which shall be a Business Day) and amount of such
Swingline Loan. The Swingline Lender shall give the Agent prompt written or
telecopy advice of any notice received from the Borrower pursuant to this
paragraph (b).

            (c) Forthwith upon demand by the Swingline Lender, each Lender shall
pay to the Agent, as payment for its participation, such Lender's pro rata
percentage (as determined in paragraph (a) above) of each outstanding Swingline
Loan (but without any requirement for compliance with the provisions of Sections
2.01, 2.02 and 2.03 or the applicable conditions set forth in Article V) and
shall make available to the Agent for the account of the Swingline Lender, in
the same day funds if the Swingline Lender makes such demand prior to 11:00
a.m., New York City time, and otherwise in funds available on the next Business
Day, the amount of its participation. If any Lender shall not have made such
amount available to the Agent, such Lender and the Borrower severally agree to
pay to the Agent forthwith on demand such amount together with interest thereon,
for each day from the date of demand by the Swingline Lender until the date such
amount is paid to the Agent at (i) in the case of the Borrower, the interest
rate applicable at such time under Section 2.06 to an ABR Revolving Loan and
(ii) in the case of such Lender, the Federal Funds Effective Rate. If such
Lender shall pay to the Agent such amount, such amount so paid shall constitute
such Lender's Revolving Credit Loan for purposes of this Agreement and the
aggregate amount of Swingline Loans outstanding shall be reduced by the amount
of each such Revolving Credit Loan (it being understood that (i) each Lender's
obligation to make such payment is absolute and unconditional and shall not be
affected by any event or circumstance whatsoever, including the occurrence of
any Default or Event of Default hereunder or the failure of any condition
precedent set forth in Article V to be satisfied, or any delay on the Swingline
Lender's part in demanding payment, and (ii) each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever).

                                   ARTICLE III

                                Letters of Credit

            SECTION 3.01. Issuance of Letters of Credit. (a) The Fronting Bank
agrees, on the terms and subject to the conditions hereinafter set forth, to
issue Letters of Credit, in a form reasonably acceptable to the Agent and the
Fronting Bank, appropriately completed, for the account of the Borrower, at any
time and from time to time on and after the Closing Date until the earlier of
the LC Maturity Date and the termination of the LC Commitment in accordance with
the terms hereof; provided, however, that any Letter of Credit shall be issued
by the Fronting Bank only if, and each request by the Borrower for the issuance
of any Letter of Credit shall be deemed a representation and warranty of the
Borrower that, immediately following the issuance of any such Letter of Credit,
(i) the LC Exposure shall not exceed the LC Commitment in effect at such time
and 

<PAGE>   56
                                                                              50


(ii) the Revolving Credit Utilization at such time shall not exceed the
aggregate Revolving Credit Commitments at such time.

            (b) Each Letter of Credit shall expire at the close of business on
the earlier of the date that is 12 months after the date of issuance of such
Letter of Credit and the LC Maturity Date, unless such Letter of Credit expires
by its terms on an earlier date. Each Letter of Credit shall provide for
payments of drawings in dollars.

            (c) Each issuance of any Letter of Credit shall be made on at least
three Business Days' prior written or telecopy notice from the Borrower to the
Fronting Bank and the Agent (which shall give prompt notice thereof to each
Participating Lender) specifying the date of issuance, the date on which such
Letter of Credit is to expire (which shall comply with paragraph (b) above), the
amount of such Letter of Credit, the name and address of the beneficiary of such
Letter of Credit and such other information as may be necessary or desirable to
complete such Letter of Credit. The Fronting Bank will give the Agent and the
Agent will give to each Participating Lender reasonably prompt notice of the
issuance and amount of each Letter of Credit and the expiration of each Letter
of Credit.

            SECTION 3.02. Participations; Unconditional Obligations. (a) By the
issuance of a Letter of Credit and without any further action on the part of the
Fronting Bank or the Participating Lenders in respect thereof, the Fronting Bank
hereby grants to each Participating Lender, and each Participating Lender hereby
agrees to acquire from the Fronting Bank, a participation in such Letter of
Credit equal to such Participating Lender's Applicable Percentage of the face
amount of such Letter of Credit, effective upon the issuance of such Letter of
Credit. In consideration and in furtherance of the foregoing, each Participating
Lender hereby absolutely and unconditionally agrees to pay to the Agent, on
behalf of the Fronting Bank in accordance with Section 2.02(f), such
Participating Lender's Applicable Percentage of each LC Disbursement made by the
Fronting Bank; provided, however, that the Participating Lenders shall not be
obligated to make any such payment to the Fronting Bank with respect to any
wrongful payment or disbursement made under any Outstanding Letter of Credit as
a result of the gross negligence or wilful conduct of the Fronting Bank. Each
Letter of Credit previously issued pursuant to the Original Credit Agreement
shall remain outstanding in accordance with the terms hereof and of such Letter
of Credit, subject to repayment of LC Disbursements as provided herein.

            (b) Each Participating Lender acknowledges and agrees that its
obligation to acquire participations pursuant to paragraph (a) of this Section
3.02 in respect of Letters of Credit is absolute and unconditional and shall not
be affected by any circumstance whatsoever, including the occurrence and
continuance of an Event of Default or Default hereunder, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.

            SECTION 3.03. LC Fee. The Borrower agrees to pay to the Agent for
the account of the Participating Lenders for each calendar quarter (or shorter
period commencing with March 21, 1997, or ending with the first date on which
the LC Commitment shall have expired or been terminated and there shall be no
Outstanding Letters of Credit) a fee (the "LC Fee") on the average daily amount
of the Outstanding Letters of Credit at a rate per annum equal to the LIBOR
Spread in effect for Revolving Loans at the beginning of such period. The LC Fee
shall be computed on the basis of the actual number of days elapsed over a year
of 360 days. The Agent agrees to disburse to each Participating Lender its pro
rata portion of such LC Fee promptly upon receipt. The LC Fee shall be paid in
arrears on the last day of March, June, September and December of each year and
on

<PAGE>   57
                                                                              51


the Revolving Credit Maturity Date (or the first date on which the LC Commitment
shall have expired or been terminated and there shall be no Outstanding Letters
of Credit, if earlier), commencing on the first such date following the Closing
Date. Once paid, the LC Fee shall not be refundable in any circumstances (other
than corrections of error in payment).

            SECTION 3.04. Agreement To Repay LC Disbursements. (a) If the
Fronting Bank shall pay any draft presented under a Letter of Credit, the
Borrower shall pay to the Agent, on behalf of the Fronting Bank, an amount equal
to the amount of such draft before 11:00 a.m., New York City time, on the
Business Day on which the Fronting Bank shall have notified the Borrower that
payment of such draft will be made (or such later time as is not later than
three hours after the Borrower shall have received such notice or, if the
Borrower shall have received such notice later than 2:00 p.m., New York City
time, on any Business Day, not later than 10:00 a.m., New York City Time, on the
immediately following Business Day). The Agent will promptly pay any such
amounts received by it to the Fronting Bank. In the event that, after the
payment of any such amount to the Fronting Bank, the Fronting Bank shall not pay
such amount in respect of such draft, the Fronting Bank shall return to the
Agent, for the account of the Borrower, any such unpaid amount, together with
interest thereon accrued at the Federal Funds Effective Rate then in effect from
and including the date such amount was paid by the Borrower to the Agent to but
excluding the date such amount was repaid by the Fronting Bank to the Agent.

            (b) The Borrower's obligation to repay the Fronting Bank for LC
Disbursements made by the Fronting Bank under the Outstanding Letters of Credit
shall be absolute, unconditional and irrevocable under any and all circumstances
and irrespective of the following:

            (i) any lack of validity or enforceability of any Letter of Credit;

            (ii) the existence of any claim, setoff, defense or other right that
      the Borrower or any other Person may at any time have against the
      beneficiary under any Letter of Credit, the Fronting Bank, the Agent or
      any other Lender (other than the defense of payment in full in accordance
      with the terms of this Agreement or a defense based on the gross
      negligence or wilful misconduct of the Fronting Bank) or any other Person
      in connection with this Agreement or any other agreement or transaction;

            (iii) any draft or other document presented under a Letter of Credit
      proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect,
      provided that payment by the Fronting Bank under such Letter of Credit
      against presentation of such draft or document shall not have constituted
      gross negligence or wilful misconduct of the Fronting Bank;

            (iv) payment by the Fronting Bank under a Letter of Credit against
      presentation of a draft or other document that does not comply with the
      terms of such Letter of Credit, provided that such payment shall not have
      constituted gross negligence or wilful misconduct of the Fronting Bank;
      and

            (v) any other circumstance or event whatsoever, whether or not
      similar to any of the foregoing, provided that such other circumstance or
      event shall not have been the result of gross negligence or wilful
      misconduct of the Fronting Bank.

<PAGE>   58
                                                                              52


            It is understood that in making any payment under a Letter of Credit
(A) the Fronting Bank's exclusive reliance on the documents presented to it
under such Letter of Credit as to any and all matters set forth therein,
including reliance on the amount of any draft presented under such Letter of
Credit, whether or not the amount due to the beneficiary equals the amount of
such draft and whether or not any document presented pursuant to such Letter of
Credit proves to be insufficient in any respect, if such document on its face
appears to be in order, and whether or not any other statement or any other
document presented pursuant to such Letter of Credit proves to be forged or
invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever, and (B) any noncompliance in any immaterial respect of the
documents presented under a Letter of Credit with the terms thereof shall, in
each case, not be deemed wilful misconduct or gross negligence of the Fronting
Bank.

            SECTION 3.05. Letter of Credit Operations. The Fronting Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under an Outstanding Letter of Credit to
ascertain that the same appear on their face to be in conformity with the terms
and conditions of such Outstanding Letter of Credit. The Fronting Bank shall as
promptly as possible, but in no event later than two hours after such demand for
payment, give oral notification, confirmed by facsimile notice, to the Agent and
the Borrower of such demand for payment and shall as promptly as possible, but
in no event later than two hours prior to any payment in respect of such demand,
give oral notification, confirmed by facsimile notice, to the Agent and the
Borrower of the determination by the Fronting Bank as to whether such demand for
payment was in accordance with the terms and conditions of such Outstanding
Letter of Credit and whether the Fronting Bank has made or will make an LC
Disbursement thereunder, provided that the failure to give such notice shall not
relieve the Borrower of its obligation to reimburse the Fronting Bank with
respect to any such LC Disbursement, and the Agent shall promptly give each
Participating Lender notice thereof.

            SECTION 3.06. Cash Collateralization. If any Event of Default shall
occur and be continuing, the Borrower shall on the Business Day it receives
notice from the Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Participating Lenders holding participations in
Outstanding Letters of Credit representing at least 51% of the aggregate undrawn
amount of all Outstanding Letters of Credit) therefor, deposit in an account
with the Collateral Agent, for the benefit of the Participating Lenders, an
amount in cash equal to the LC Exposure as of such date. Such deposit shall be
held by the Collateral Agent as collateral for the payment and performance of
the Obligations. The Collateral Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits in Permitted Investments,
which investments shall be made at the option and sole discretion of the
Collateral Agent, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall (a) automatically be applied by the Agent to reimburse the
Fronting Bank for LC Disbursements, (b) be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time and
(c) if the maturity of the Loans has been accelerated (but subject to the
consent of Participating Lenders holding participations in Outstanding Letters
of Credit representing at least 51% of the aggregate undrawn amount of all
Outstanding Letters of Credit), such amount (to the extent not applied as
aforesaid) shall be applied to satisfy the Obligations. If the Borrower is
required to provide an amount of cash collateral hereunder as a result of an
Event of Default, such amount (to the extent not applied as aforesaid) shall be
returned to the Borrower within three Business Days after all Events of Default
have been cured or waived. The provisions of this

<PAGE>   59
                                                                              53


Section 3.06 are subject to the provisions of the Intercreditor Agreement as
long as any Series I Tranche A Exchange Notes are outstanding.

            SECTION 3.07. Termination of LC Commitment. (a) The Borrower may
permanently terminate, or from time to time in part permanently reduce, the LC
Commitment, in each case upon at least three Business Days' prior written or
facsimile notice to the Agent and the Fronting Bank; provided that, after giving
effect to such termination or reduction, the LC Commitment shall not be less
than the LC Exposure at such time or greater than the aggregate Revolving Credit
Commitments at such time. The Borrower shall pay to the Agent for the account of
the Participating Lenders, on the date of such termination or reduction, the LC
Fees on the amount of the LC Commitment so terminated or reduced accrued to but
excluding the date of such termination or reduction.

            (b) The LC Commitment shall be permanently reduced as provided in
Section 2.13(e).

            SECTION 3.08. Fronting Bank Fees. (a) The Borrower shall pay to the
Fronting Bank, for its own account, such commissions, issuance fees, transfer
fees and other fees and charges in connection with the issuance or
administration of each Letter of Credit as the Borrower and the Fronting Bank
shall agree.

            (b) The Borrower shall pay to the Fronting Bank, for its own
account, a fronting fee (the "Fronting Fee") on the average daily aggregate
maximum amount available to be drawn (assuming compliance with all conditions to
drawing) under all outstanding Letters of Credit at the rate of 0.20% per annum,
payable in arrears on the last day of each March, June, September and December
of each year and on the Revolving Credit Maturity Date (or the first date on
which the LC Commitment shall have expired or been terminated and there shall be
no Outstanding Letters of Credit, if earlier), commencing on the first such date
following the Closing Date. The Fronting Fee shall be computed on the basis of
the actual number of days elapsed over a year of 360 days.

            SECTION 3.09. Resignation or Removal of Fronting Bank. (a) The
Fronting Bank may resign at any time by giving 180 days' prior written notice to
the Agent, the Lenders and the Borrower, and may be removed at any time by the
Borrower by notice to the Fronting Bank, the Agent and the Lenders. Upon any
such resignation or removal, the Borrower shall (within 180 days after such
notice of resignation or removal) either appoint a Lender (with the consent of
such Lender) as successor, or terminate the unutilized LC Commitment; provided,
however, that, if the Borrower elects to terminate the unutilized LC Commitment,
the Borrower may at any time thereafter that the Revolving Credit Commitments
are in effect reinstate by notice to the Agent and the Lenders the LC Commitment
in connection with the appointment of a successor Fronting Bank. Subject to
paragraph (b) below, upon the acceptance of any appointment as Fronting Bank
hereunder by a successor Fronting Bank, such successor shall succeed to and
become vested with all the interests, rights and obligations of the retiring
Fronting Bank and the retiring Fronting Bank shall be discharged from its
obligations to issue additional Letters of Credit hereunder. At the time such
removal or resignation shall become effective, the Borrower shall pay all
accrued and unpaid fees pursuant to Section 2.05(d). The acceptance of any
appointment as Fronting Bank hereunder by a successor Fronting Bank shall be
evidenced by an agreement entered into by such successor, in a form satisfactory
to the Borrower and the Agent, and, from and after the effective date of such
agreement, (i) such successor shall be a party hereto and have all the rights
and obligations of the Fronting Bank under this Agreement and the other Loan
Documents and (ii) references herein and in 

<PAGE>   60
                                                                              54


the other Loan Documents to the "Fronting Bank" shall be deemed to refer to such
successor or to any previous Fronting Bank, or to such successor and all
previous Fronting Banks, as the context shall require.

            (b) After the resignation or removal of the Fronting Bank hereunder,
the retiring Fronting Bank shall remain a party hereto and shall continue to
have all the rights and obligations of the Fronting Bank under this Agreement
and the other Loan Documents with respect to Letters of Credit issued by it
prior to such resignation or removal, but shall not be required to issue
additional Letters of Credit.

                               ARTICLE IV

                     Representations and Warranties

            The Borrower represents and warrants to each of the Lenders, the
Agent, the Swingline Lender and the Fronting Bank that:

            SECTION 4.01. Organization; Powers. Each of the Borrower, TAFSI and
the Guarantors (a) is a corporation or limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware,
(b) has all requisite power and authority to own its property and assets and to
carry on its business as now conducted and as proposed to be conducted, (c) is
qualified to do business and in good standing in every jurisdiction where such
qualification is required, except where the failure so to qualify or be in good
standing would not result in a Material Adverse Effect and (d) has the power and
authority (corporate or otherwise) to execute, deliver and perform its
obligations under each of the Transaction Documents and each other agreement or
instrument contemplated thereby to which it is or will be a party and, in the
case of Borrower, to borrow hereunder.

            SECTION 4.02. Authorization. The execution, delivery and performance
by the Borrower, each Guarantor and TAFSI, as applicable, of each of the
Transaction Documents to which it is a party, the borrowings hereunder, the
creation of the security interests contemplated by the Security Documents and
the other transactions contemplated by the Transaction Documents (including the
Additional Transactions) (a) have been duly authorized by all requisite
corporate and, if required, stockholder action and (b) will not (i) violate (A)
any provision of law, statute, rule or regulation, other than any law, statute,
rule or regulation, the violation of which will not result in a Material Adverse
Effect, or of the certificate of incorporation, certificate of formation or
other constitutive documents or by-laws of the Borrower, any Guarantor or TAFSI,
(B) any order of any Governmental Authority or (C) any provision of any material
indenture, agreement or other instrument to which the Borrower, any Guarantor or
TAFSI is a party or by which any of them or any of their property (including the
Mortgaged Properties) or assets is or may be bound, (ii) be in conflict with,
result in a breach of or constitute (alone or with notice or lapse of time or
both) a default under any such indenture, agreement or other instrument or (iii)
result in the creation or imposition of any Lien (other than any Lien created
under the Security Documents) upon or with respect to any property or assets now
owned or hereafter acquired by the Borrower, any Guarantor or TAFSI.

            SECTION 4.03. Enforceability. This Agreement has been duly executed
and delivered by the Borrower and constitutes, and each other Transaction
Document to which the Borrower, each Guarantor or TAFSI is a party constitutes,
or when executed and delivered by it will 

<PAGE>   61
                                                                              55


constitute, a legal, valid and binding obligation of the Borrower, such
Guarantor or TAFSI, as the case may be, enforceable against it in accordance
with its terms except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws affecting creditors' rights generally and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity).

            SECTION 4.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or any other action by any Governmental
Authority by any Guarantor, TAFSI or the Borrower is or will be required in
connection with the Additional Transactions, except such as have been made or
obtained and are in full force and effect and other than filings, recordings and
approvals (i) to record deeds and leases with respect to real properties, (ii)
to record and/or perfect the security interest created by the Security
Documents, (iii) to record a leasehold memorandum, if currently unrecorded, in
respect of any leasehold interest to which a Leasehold Mortgage relates and (iv)
that are not material to the Borrower, any Guarantor or TAFSI individually or in
the aggregate.

            SECTION 4.05. Financial Statements. (a) The unaudited pro forma
consolidated balance sheet of the Borrower and its subsidiaries as of December
31, 1997 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies
of which have heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (i) the Additional
Transactions (including the Borrowings under this Agreement contemplated to be
made on the Restatement Closing Date), (ii) the Sale and Lease-Back Transactions
contemplated under Section 7.03(a) and (iii) the payment of fees and expenses in
connection with the foregoing. The Pro Forma Balance Sheet has been prepared
based on the assumptions used to prepare the pro forma financial information
contained in the 1998 Confidential Information Memorandum, is based on the best
information available to the Borrower as of the date of delivery thereof, and
presents fairly on a pro forma basis the estimated consolidated financial
position of the Borrower and its subsidiaries as of December 31, 1997, assuming
that the events specified in the preceding sentence had actually occurred at
December 31, 1997.

            (b) The Borrower has heretofore furnished to the Lenders its
consolidated and consolidating balance sheets and related statements of
operations, stockholders' equity and cash flows as of and for the fiscal years
ended December 31, 1997, 1996 and 1995, audited by and accompanied by the
opinion of Price Waterhouse (or Price Waterhouse LLP, as the case may be),
independent public accountants. Such financial statements present fairly the
financial condition and results of operations and cash flows of the Borrower and
its consolidated subsidiaries as of such dates and for such periods. Such
financial statements and the notes thereto disclose all material liabilities
required under GAAP to be disclosed, direct or contingent, of the Borrower and
its consolidated subsidiaries as of the dates thereof. Such financial statements
were prepared in accordance with GAAP applied on a consistent basis.

            SECTION 4.06. No Material Adverse Change. There has been no material
adverse change in the business, assets, operations, properties, financial
condition, contingent liabilities, prospects or material agreements of the
Borrower and its subsidiaries, taken as a whole, since December 31, 1997.

            SECTION 4.07. Title to Properties; Possession Under Leases. (a)
After giving effect to the consummation of the Additional Transactions on the
Restatement Closing Date, each of the Borrower, the Guarantors and TAFSI will
have good and marketable title to, or valid leasehold 

<PAGE>   62
                                                                              56


interests in, all its material properties and assets (including, in the case of
the Guarantors, all Mortgaged Property); all such material properties and assets
shall be free and clear of Liens, other than Liens expressly permitted by
Section 7.02; and, except for (i) leases of Mortgaged Properties set forth on
Schedule 7.02 and (ii) leases permitted pursuant to Section 7.03, no material
portion of any Mortgaged Property shall be subject to any lease, license,
sublease or other agreement granting to any Person any right to use, occupy, or
enjoy the same.

            (b) Except as set forth on Schedule 4.07(b), after giving effect to
the consummation of the Additional Transactions on the Restatement Closing Date,
each Guarantor shall have complied with all material obligations under all
material leases to which such Guarantor shall then be a party, and all such
leases shall be in full force and effect; each Guarantor shall enjoy peaceful
and undisturbed possession under all such material leases under which it is
tenant. Neither the Borrower nor TAFSI is a party to any lease.

            (c) Except as set forth on Schedule 4.07(c), neither the Borrower
nor any Guarantor has received any notice of, or has any knowledge of, any
pending or contemplated condemnation proceeding affecting the Mortgaged
Properties or any sale or disposition thereof in lieu of condemnation.

            (d) Neither the Borrower nor any Guarantor is obligated under any
right of first refusal, option or other contractual right to sell, assign or
otherwise dispose of any Mortgaged Property or any interest therein.

            SECTION 4.08. Subsidiaries. As of the Restatement Closing Date, (a)
the Borrower has no subsidiaries other than the Guarantors and TAFSI, (b) none
of the Guarantors other than TA has any subsidiaries, (c) TA has no subsidiaries
other than TA Travel and (d) TAFSI has no subsidiaries.

            SECTION 4.09. Litigation; Compliance with Laws. (a) Except as set
forth on Schedule 4.09, there are no actions, suits or proceedings at law or in
equity or by or before any Governmental Authority now pending or, to the
knowledge of the Borrower, threatened against or affecting the Borrower, any
Guarantor or TAFSI or any business, property (including the network of
Truckstops operated by the Borrower's subsidiaries), assets or rights of any
such Person (i) that involve any Transaction Document or the Transactions or
(ii) as to which there is a reasonable possibility of an adverse determination
and which, if adversely determined, could, individually or in the aggregate,
result in a Material Adverse Effect.

            (b) None of the Borrower, the Guarantors or TAFSI, nor any of their
respective material properties or assets, are in violation of, nor will the
continued operation of their material properties and assets as currently
conducted violate any material law, rule, regulation or statute (including any
zoning, building, Environmental and Safety Law, ordinance, code or approval or
any building permits) or any restrictions of record or agreements affecting the
Mortgaged Property or are in default with respect to any judgment, writ,
injunction, decree or order of any Governmental Authority, where such violation
or default could reasonably be expected to result in a Material Adverse Effect.
The issuance of the Letters of Credit will not violate any applicable law or
regulation or violate or be prohibited by any judgment, writ, injunction, decree
or order of any Governmental Authority, where such violation would have a
Material Adverse Effect.

<PAGE>   63
                                                                              57


            (c) Certificates of occupancy and permits are in effect for 80% of
the aggregate value of the Mortgaged Properties, as currently constructed.

            SECTION 4.10. Agreements. After giving effect to the Additional
Transactions, none of the Borrower, the Guarantors or TAFSI is in default in any
manner under any provision of any indenture or other agreement or instrument
evidencing Indebtedness, or any other material agreement or instrument to which
it is a party or by which it or any of its properties or assets are or may be
bound, where such default could reasonably be expected to result in a Material
Adverse Effect.

            SECTION 4.11. Federal Reserve Regulations. (a) None of the Borrower,
the Guarantors or TAFSI is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of buying or
carrying Margin Stock.

            (b) No part of the proceeds of any Letter of Credit or any Loan or
Swingline Loan will be used by the Borrower, any Guarantor or TAFSI, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for
any purpose that entails a violation of, or is inconsistent with, the provisions
of the Regulations of the Board, including Regulations U and X.

            SECTION 4.12. Investment Company Act; Public Utility Holding Company
Act. None of the Borrower, the Guarantors or TAFSI (a) is an "investment
company" as defined in, or is subject to regulation under, the Investment
Company Act of 1940 or (b) is a "holding company" as defined in, or is subject
to regulation under, the Public Utility Holding Company Act of 1935.

            SECTION 4.13. Use of Proceeds. The Borrower (i) will use the Letters
of Credit and the proceeds of the Revolving Loans, any Swingline Loans and the
Additional Term Loans only for the purposes specified in the preamble to this
Agreement and (ii) the proceeds of the Existing Term Loans have been or will be
used only for the purposes specified in the preamble to the Original Credit
Agreement.

            SECTION 4.14. Tax Returns. Each of the Borrower, TAFSI and the
Guarantors has filed or caused to be filed all material Federal, state and local
tax returns required to have been filed by it or with respect to it and has paid
or caused to be paid all taxes required to have been paid by it, except taxes
that are being contested in good faith by appropriate proceedings and for which
the Borrower, TAFSI or such Guarantor shall have set aside on its books adequate
reserves in accordance with GAAP. Each of the Borrower, TAFSI and the Guarantors
has filed or made adequate provision in accordance with GAAP on its books for
any material taxes payable by it in connection with the Transactions.

            SECTION 4.15. No Material Misstatements. The information provided by
or on behalf of the Borrower and contained in the 1998 Confidential Information
Memorandum (including all attachments and exhibits thereto), as supplemented,
and as supplemented further by information heretofore provided in writing by or
on behalf of the Borrower to the Lenders, when taken as a whole, was, as of the
date of the 1998 Confidential Information Memorandum, the dates otherwise
specified therein or the dates upon which such information was provided in
writing, accurate in all material respects and does not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein not misleading, provided that (a) the statements
therein describing documents and agreements are summaries only and as such are
qualified in their entirety by reference to such documents and agreements, (b)
to the extent any such information therein was

<PAGE>   64
                                                                              58


based upon or constitutes a forecast or projection, the Borrower represents only
that it acted in good faith and utilized reasonable assumptions, due and careful
consideration and the best information known to it at the time in the
preparation of such information and (c) as to the information that is specified
as having been supplied by third parties other than Affiliates of the Borrower,
the Borrower represents only that it is not aware of any material misstatement
therein or omission therefrom.

            SECTION 4.16. Employee Benefit Plans. Each of the Borrower, the
Guarantors, TAFSI and their ERISA Affiliates is in compliance in all material
respects with the applicable provisions of ERISA and the regulations and
published interpretations thereunder. No Reportable Event has occurred, been
waived or exists as to which the Borrower, any Guarantor, TAFSI or any ERISA
Affiliate was or is required to file a report with the PBGC, and the present
value of all benefit liabilities under each Plan (based on those assumptions
used to fund such Plan) did not, as of the last annual valuation date applicable
thereto, exceed by more than $2,000,000 the value of the assets of such Plan.
None of the Borrower, the Guarantors, TAFSI or any ERISA Affiliate has incurred
any Withdrawal Liability that could result in a Material Adverse Effect. None of
the Borrower, the Guarantors, TAFSI or any ERISA Affiliate has received any
notification that any Multiemployer Plan is in reorganization or has been
terminated within the meaning of Title IV of ERISA, and no Multiemployer Plan is
reasonably expected to be in reorganization or to be terminated where such
reorganization or termination has resulted or could reasonably be expected to
result, through increases in the contributions required to be made to such Plan
or otherwise, in a Material Adverse Effect.

            SECTION 4.17. Environmental and Safety Matters. (a) After giving
effect to the Additional Transactions, each of the Borrower, the Guarantors and
TAFSI is in compliance with all Environmental and Safety Laws, with the
exception of instances that will not in the aggregate result in any material
liability on the part of the Borrower, TAFSI or the applicable Guarantor,
individually or collectively.

            (b) (i) None of the Borrower, the Guarantors, or TAFSI has received
notice of any failure to comply with, nor has any such notice been issued that
has not been fully satisfied so as to bring any property of the Borrower, TAFSI
or any Guarantor into full compliance with, all Environmental and Safety Laws,
except where such noncompliance could not reasonably be expected to have a
Material Adverse Effect; (ii) after giving effect to the Additional
Transactions, the plants and facilities of the Borrower and its subsidiaries do
not use, manage, treat, store or dispose of any Hazardous Substances in
violation of any Environmental and Safety Laws, except where such violations
could not reasonably be expected to have a Material Adverse Effect; (iii) after
giving effect to the Additional Transactions, all licenses, permits or
registrations (or any extensions thereof) required under any Environmental and
Safety Law for the business of the Borrower and its subsidiaries as proposed to
be conducted have been obtained and each of the Borrower and its subsidiaries is
in compliance therewith, except for the failure to obtain such licenses, permits
or registrations or to comply therewith which could not reasonably be expected
to have a Material Adverse Effect; and (iv) neither the Borrower nor any of its
subsidiaries is in noncompliance with, breach of or default under any applicable
writ, order, judgment, injunction or decree where such noncompliance, breach or
default will materially and adversely affect the ability of the Borrower or any
of its subsidiaries, as applicable, to operate any real property owned or leased
by it, and no event has occurred and is continuing that, with the passage of
time or the giving of notice or both, will constitute such noncompliance, breach
or default thereunder.

<PAGE>   65
                                                                              59


            (c) (i) No Hazardous Substance has been Released (and no oral or
written notification of such Release has been filed) or is present whether or
not in a reportable or threshold planning quantity, at, on or under any property
owned or leased by the Borrower or any of its subsidiaries during the period of
the Borrower's or such subsidiary's ownership or lease of such property, or to
the knowledge of the Borrower or such subsidiary at any time previous to such
ownership or lease, under conditions that require remedial action under
applicable Environmental and Safety Laws, except where such remedial action
could not reasonably be expected to have a Material Adverse Effect, (ii) no
property now or previously owned or leased by the Borrower or any of its
subsidiaries has, directly or indirectly, transported or arranged for the
transportation of any Hazardous Substances to any site listed, or proposed for
listing, on the National Priorities List promulgated pursuant to CERCLA, on
CERCLIS (as defined in CERCLA) or on any similar Federal, state or foreign list
of sites requiring investigation or cleanup, except where any liability for such
transportation or arrangement for transportation could not reasonably be
expected to result in a Material Adverse Effect. Neither the Borrower nor any of
its subsidiaries is aware of any event, condition or circumstance involving
environmental pollution or contamination, or employee safety or health relating
to the use or handling of, or exposure to, Hazardous Substances, that could
reasonably be expected to result in a Material Adverse Effect.

            (d) The Borrower and its subsidiaries are conducting and will
continue to conduct their respective businesses and operations in an
environmentally responsible manner, and the Borrower and its subsidiaries, taken
as a whole, are not and have no reason to believe that they will be subject to
any requirement of Environmental and Safety Laws that will result in cash
expenditures related to environmental, health or safety matters that could have
a Material Adverse Effect.

            SECTION 4.18. Solvency. After giving effect to the Additional
Transactions to occur on the Restatement Closing Date, (a) the fair salable
value of the assets of (i) the Borrower and its subsidiaries, on a consolidated
basis, and (ii) each Guarantor will exceed the amount that will be required to
be paid on or in respect of the existing debts and other liabilities (including
contingent liabilities) of the Borrower and its subsidiaries, on a consolidated
basis, and such Guarantor, respectively, as they mature, (b) the assets of (i)
the Borrower and its subsidiaries, on a consolidated basis, and (ii) each
Guarantor will not constitute unreasonably small capital to carry out their
businesses as conducted or as proposed to be conducted, including the capital
needs of the Borrower and its subsidiaries, on a consolidated basis, or such
Guarantor, respectively (taking into account, in each case, the particular
capital requirements of the businesses conducted by such entities and the
projected capital requirements and capital availability of such businesses), and
(c) neither the Borrower nor the Guarantors intend to, nor do they believe that
they will, incur debts beyond their ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be received by them and
the amounts to be payable on or in respect of their obligations).

            SECTION 4.19. Employment and Management Agreements. Except as
disclosed on Schedule 4.19, as of the Restatement Closing Date there are no (a)
employment agreements covering management employees of the Borrower, TAFSI or
any Guarantor or other material agreements relating to the compensation of
management employees (including the issuance of securities of the Borrower to
management employees), (b) agreements for management or consulting services to
which the Borrower, TAFSI or any Guarantor is a party or by which any of them is
bound or (c) collective bargaining agreements or other labor agreements covering
any of the employees of the Borrower, any Guarantor or TAFSI.

<PAGE>   66
                                                                              60


            SECTION 4.20. Capitalization. (a) As of the Restatement Closing Date
and after giving effect to the Additional Transactions, the authorized capital
stock of the Borrower consists of (i) 30,000,000 shares of Common Stock, par
value $.01 per share (the "Common Stock"), of which 596,013 shares are issued
and outstanding and (ii) 20,000,000 shares of Preferred Stock, par value $.01
per share, of which (A) 6,000,000 shares have been designated shares of
Convertible Preferred Stock, Series I, par value $.01 per share (the "Series I
Preferred Stock"), (B) 2,500,000 shares have been designated shares of
Convertible Preferred Stock, Series II, par value $.01 per share (the "Series II
Preferred Stock," and together with the Series I Preferred Stock, the "Junior
Preferred Stock"), (C) 3,000,000 have been designated Senior Convertible
Participating Preferred Stock, Series I, par value $.01 per share, ("Series I
Senior Preferred Stock") and (D) 1,000,000 shares have been designated shares of
Senior Convertible Participating Preferred Stock, Series II, par value $.01 per
share ("Series II Senior Preferred Stock" and, together with the Series I Senior
Preferred Stock, the "Senior Preferred Stock"). All outstanding shares of
capital stock of the Borrower are fully paid and nonassessable. As of the
Restatement Closing Date, 380,000 shares of the Common Stock are owned of record
by the Voting Trust in accordance with the terms of the Voting Trust Agreement.
Set forth on Schedule 4.20(a)(i) is a list of every Person that, as of the
Restatement Closing Date, will own beneficially (as defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934 or any successor thereto)
and of record shares of any class of capital stock of the Borrower, together
with the number of shares of such class so owned. Set forth on Schedule
4.20(a)(ii) is a list of every Person that, to the Borrower's knowledge based on
information provided to it by the Voting Trustee under the Voting Trust
Agreement, as of the Restatement Closing Date, will own beneficially and of
record Voting Trust Certificates, together with the number of shares represented
by such certificates so owned.

            (b) At all times following the Restatement Closing Date, the
authorized capital stock of TA will consist of 1,000 shares of Common Stock, par
value $.01 per share, of which 100 shares will be issued and outstanding at all
times. All outstanding shares of capital stock of TA are fully paid and
nonassessable and are owned beneficially and of record by the Borrower.

            (c) At all times following the Restatement Closing Date, the
authorized capital stock of National will consist of 1,000 shares of Common
Stock, par value $.01 per share, of which 10 shares will be issued and
outstanding at all times. All outstanding shares of capital stock of National
are fully paid and nonassessable and are owned beneficially and of record by the
Borrower.

            (d) At all times following the Restatement Closing Date, the
authorized capital stock of TAFSI will consist of 1,000 shares of Common Stock,
par value $1 per share, of which 100 shares will be issued and outstanding at
all times. All outstanding shares of capital stock of TAFSI are fully paid and
nonassessable and are owned beneficially and of record by the Borrower.

            (e) All outstanding membership interests of TA Travel are fully paid
and nonassessable and are owned beneficially and of record by TA.

            (f) Except as set forth on Schedule 4.20(f), as of the Restatement
Closing Date, there are no outstanding subscriptions, options, warrants, calls,
rights (including preemptive rights) or other agreements or commitments
(including pursuant to management or employee stock plans or similar plans) of
any nature relating to any capital stock of the Borrower, TAFSI, TA, National or
any other Guarantor.

<PAGE>   67
                                       61


            SECTION 4.21. Security Documents. (a) The Pledge Agreement is
effective to create in favor of the Collateral Agent, for the ratable benefit of
the Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Pledge Agreement) and proceeds thereof and, when
the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall
constitute a fully perfected first-priority Lien on, and security interest in,
all right, title and interest of the Borrower, each Guarantor or TAFSI, as
applicable, in such Collateral and the proceeds thereof, in each case prior and
superior in right to any other Person.

            (b) The Security Agreement and the Collateral Account Agreement are
effective to create in favor of the Collateral Agent, for the ratable benefit of
the Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined, respectively, in the Security Agreement and the
Collateral Account Agreement) and proceeds thereof, and when financing
statements in appropriate form are filed in the offices specified on Schedule
4.21 (or, in the case of TAFSI, in the offices of the Secretary of State of the
State of Ohio) and, in the case of cash included in the Collateral under the
Collateral Account Agreement, when such cash is deposited in the Collateral
Account, each of the Security Agreement and the Collateral Account Agreement
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Borrower, TAFSI and each Guarantor, as applicable, in
such Collateral and the proceeds thereof, in each case prior and superior in
right to any other Person, other than with respect to Liens expressly permitted
by Section 7.02.

            (c) The Mortgages (as amended by each applicable Mortgage Amendment)
are effective to create in favor of the Collateral Agent, for the ratable
benefit of the Secured Parties, a legal, valid and enforceable Lien on all of
each Guarantor's right, title and interest in and to the Mortgaged Properties
thereunder and the proceeds thereof, and, when the Mortgages are filed in the
offices specified on Schedule 1.01(c), the Mortgages shall constitute fully
perfected Liens on, and security interests in, all right, title and interest of
such Guarantor in such Mortgaged Properties and the proceeds thereof, in each
case prior and superior in right to any other Person, other than with respect to
rights of Persons pursuant to Liens expressly permitted by Section 7.02.

            (d) The Trademark Security Agreement is effective to create in favor
of the Collateral Agent, for ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Collateral (as defined in the
Trademark Security Agreement) and the proceeds thereof, and upon the filing of
assignment statements with the United States Patent and Trademark Office,
together with financing statements in appropriate form filed in the offices
specified on Schedule 4.21, the Trademark Security Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the Borrower, TAFSI and each Guarantor in such Collateral and the proceeds
thereof, in each case prior and superior in right to any other Person, other
than with respect to Liens expressly permitted by Section 7.02.

            (e) The Collateral Assignment is effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid
and enforceable assignment of, transfer of all right, title and interest of the
Borrower, TAFSI or each Guarantor, as applicable, in, and security interest in,
the Assigned Contracts (as defined in the Collateral Agreement) and proceeds
thereof, and when financing statements in appropriate form are filed in the
offices specified on Schedule 4.21, the Collateral Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the Borrower, TAFSI or such Guarantor, as applicable, in such Assigned
Contracts and the proceeds thereof, in each case prior and superior in right to
any other Person, other than with respect to Liens expressly permitted by
Section 7.02.

<PAGE>   68
                                                                              62


            SECTION 4.22. Labor Matters. There are no strikes, lockouts or
slowdowns against the Borrower or any of its subsidiaries pending or, to the
Borrower's knowledge, threatened. The hours worked by and payment made to
employees of the Borrower and its subsidiaries have not been in violation of the
Fair Labor Standards Act or any other applicable Federal, state, local or
foreign law dealing with such matters, where such violations could reasonably be
expected to result in a Material Adverse Effect. The consummation of the
Additional Transactions will not give rise to a right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which the Borrower or any of its subsidiaries is a party or by which the
Borrower or any of its subsidiaries is bound on the Restatement Closing Date.

            SECTION 4.23. Location of Real Property and Leased Premises. (a)
Schedule 4.23(a) lists completely and correctly as of the Restatement Closing
Date all real property owned by the Guarantors and the addresses thereof. Each
Guarantor will own in fee all the real property set forth on Schedule 4.23(a)
with respect to such Guarantor.

            (b) Schedule 4.23(b) lists completely and correctly as of the
Restatement Closing Date all real property leased or subleased by the Guarantors
and the addresses thereof. Each Guarantor has a valid lease or sublease in all
the real property set forth on Schedule 4.23(b) with respect to such Guarantor.

            (c) None of the Borrower, TAFSI or TA Travel owns or leases any real
property.

            (d) Schedule 6.14 lists completely and correctly as of the
Restatement Closing Date (i) each Mortgaged Property that was not a Mortgaged
Property on March 21, 1997, and (ii) each Mortgaged Property that has any
material improvement located upon such Mortgaged Property that was constructed
after March 21, 1997.

            SECTION 4.24. Insurance. The Borrower and each Guarantor maintains
(after giving effect to insurance it has caused each Network Operator, if any,
to maintain) with financially sound insurance companies insurance on all its
properties in at least such amounts and against at least such risks (but,
including in any event, all-risk casualty, public liability and product
liability) as are usually insured against in the same general geographic area by
companies engaged in the same or similar business. The Borrower has been named
as an additional insured party on each insurance policy that it has caused each
Guarantor and each Network Operator, if any, to maintain.

            SECTION 4.25. Delivery of Documents. (a) The Borrower has previously
made available, and has caused each Guarantor to make available, to the Agent
true, correct and complete copies of all real property leases or subleases,
easement agreements, option agreements and other agreements, instruments and
documents (whether or not recorded) that encumber or otherwise affect the real
property listed on Schedules 4.23(a) and 4.23(b).

            (b) On or prior to the Restatement Closing Date, each Lender has
received complete certified copies (as certified to by, as applicable, the
Secretary of the Borrower, the applicable Guarantor or TAFSI) of the
Environmental Agreements, the Stockholders Agreement, the TA Stockholders
Agreement, the Tranche A Exchange Note Purchase Agreements and the Subordinated
Note Indenture, including all exhibits, schedules and disclosure letters
referred to therein or delivered pursuant thereto (if any), and all amendments
thereto, waivers relating thereto and other side letters or agreements affecting
the terms thereof. None of such documents and agreements has been amended,
supplemented or otherwise modified, nor have any of the provisions thereof been
waived, 

<PAGE>   69
                                                                              63


in each case in any manner that, in the reasonable judgment of the Agent, is
adverse in any material respect to the Lenders, except pursuant to a written
agreement or instrument that has heretofore been consented to by the Required
Lenders.

            (c) Each of the Stockholders Agreement, the TA Stockholders
Agreement, the Environmental Agreements, the Tranche A Exchange Note Purchase
Agreements and the Subordinated Note Indenture has been duly executed and
delivered by the Borrower, TAFSI and the applicable Guarantor and, to the
Borrower's knowledge, by each party thereto and each of the material terms and
provisions thereof is in full force and effect.

            (d) Each of the Franchise Agreements has been duly executed and
delivered by the Borrower, TAFSI and the applicable Guarantor and, to the
Borrower's knowledge, by each party thereto and each is in full force and
effect, there having been no default thereunder by the Borrower, TAFSI or the
applicable Guarantor. There has been no amendment, change or modification to any
Franchise Agreement that is adverse in any respect to the interests of the
Secured Parties without the written consent of the Collateral Agent.

            (e) On or before November 24, 1998, each Lender has received
complete certified copies (as certified by the Secretary of the Borrower) of
each of the Burns Asset Purchase Agreement and the Burns Ancillary Agreements,
including all exhibits, schedules and disclosure letters referred to therein or
delivered pursuant thereto (if any), and all amendments thereto, waivers
relating thereto or other side letters or agreements affecting the terms
thereof. None of such documents and agreements has been amended, supplemented or
otherwise modified since November 24, 1998, nor have any of the provisions
thereof been waived, in each case except for any such amendment, supplement or
other modification that does not adversely affect, or is otherwise reasonably
satisfactory to, the Lenders or (ii) pursuant to a written agreement or
instrument that has heretofore been consented to by the Required Lenders.

            SECTION 4.26. Fees and Expenses. The aggregate amount of fees and
expenses incurred in connection with the Additional Transactions by the
Borrower, TAFSI and the Guarantors will not exceed $4,000,000.

            SECTION 4.27. Year 2000. Any reprogramming required to permit the
proper functioning, in and following the year 2000, of (i) the Borrower's and
its subsidiaries' computer systems and (ii) to the Borrower's knowledge after
due inquiry, equipment containing embedded microchips (including systems and
equipment supplied by others or with which Borrower's or its subsidiaries'
systems interface) and the testing of all such systems and equipment, as so
reprogrammed, will be completed in all material respects prior to any expected
failure date caused by a year 2000 problem and in any case prior to December 31,
1999. The cost to the Borrower of such reprogramming and testing and of the
reasonably foreseeable consequences of year 2000 to the Borrower (including
reprogramming errors and the failure of others' systems or equipment) could not
reasonably be expected to result in a Default, an Event of Default or to have a
Material Adverse Effect. Except for such of the reprogramming referred to in the
immediately preceding sentence as may be necessary, the computer and management
information systems of the Borrower and its subsidiaries are, and, with ordinary
course upgrading and maintenance, will continue for the term of this Agreement
to be, sufficient to enable the Borrower and its subsidiaries to conduct their
business without the occurrence of any Material Adverse Effect.

<PAGE>   70
                                                                              64


                                    ARTICLE V

             Conditions of Lending and Issuance of Letters of Credit

            The obligations of the Lenders to make Loans hereunder, the
obligation of the Swingline Lender to make Swingline Loans hereunder and the
obligation of the Fronting Bank to issue any Letter of Credit (each, a "Credit
Event") hereunder are subject to the satisfaction of the following conditions:

            SECTION 5.01. All Credit Events. On the date of each Credit Event
other than a Borrowing in which Revolving Credit Loans are refinanced with new
Revolving Credit Loans (without any increase in the aggregate principal amount
of Revolving Credit Loans outstanding) as contemplated by Section 2.02(e) and
other than any Revolving Credit Loan made pursuant to Section 2.02(f):

            (a) The Agent and, where applicable, the Fronting Bank or the
      Swingline Lender shall have received a notice of such Credit Event as
      required by Section 2.03, Section 3.01(c) and Section 2.21(b),
      respectively.

            (b) The representations and warranties set forth in Article IV
      hereof shall be true and correct in all material respects on and as of the
      date of such Credit Event with the same effect as though made on and as of
      such date, except to the extent such representations and warranties
      expressly relate to an earlier date or that there are changes to the
      factual information contained in such representations and warranties that
      do not reflect any violation of or failure to comply with any provision of
      this Agreement or any other Loan Document.

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

            Each Credit Event shall be deemed to constitute a representation and
      warranty by the Borrower on the date of such Credit Event as to the
      matters specified in paragraphs (b) and (c) of this Section 5.01.
      Continuations and conversions of outstanding Term Borrowings pursuant to
      Section 2.10 shall not be deemed to be new Borrowings for the purpose of
      this Section 5.01.

            SECTION 5.02. Borrowing Under the Additional Term Loan Facility. On
the Restatement Closing Date:

            (a) The Agent shall have received a favorable written opinion of (i)
Paul, Weiss, Rifkind, Wharton & Garrison, counsel for the Borrower, the
Guarantors and TAFSI, to the effect set forth in Exhibit M-1 and (ii) each local
counsel listed on Schedule 5.02(a) to the effect set forth in Exhibit M-2, in
each case (A) dated the Restatement Closing Date, (B) addressed to the Agent,
the Fronting Bank, the Lenders, the Swingline Lender and the Collateral Agent
and (C) covering such other matters incidental to the Loan Documents and the
Transactions as the Agent shall request. The Borrower hereby instructs each such
counsel to deliver its opinion to the Agent.

<PAGE>   71
                                                                              65


            (b) All legal matters incident to this Agreement and the Borrowings
hereunder shall be satisfactory to the Lenders and their counsel and to Cravath,
Swaine & Moore, counsel for the Agent.

            (c) The Agent shall have received (i) a copy of the certificate of
incorporation (or certificate of formation), including all amendments thereto,
of each of the Borrower, TAFSI and the Guarantors, certified as of recent date
by the Secretary of State of the State of Delaware, and a certificate as to the
good standings of each of the Borrower, TAFSI and the Guarantors as of a recent
date, from such Secretary of State; (ii) a certificate of the Secretary or
Assistant Secretary of each of the Borrower, TAFSI and the Guarantors dated the
Restatement Closing Date and certifying (A) that, if applicable, attached
thereto is a true and complete copy of the By-laws of the Borrower, TAFSI or
such Guarantor, as the case may be, as in effect on the Restatement Closing Date
and at all times since a date prior to the date of the resolutions described in
clause (B) below, (B) that attached thereto is a true and complete copy of
resolutions duly adopted by the Board of Directors (or Managers or Managing
Member) of the Borrower, TAFSI or such Guarantor, as the case may be,
authorizing the execution, delivery, and performance of the Transaction
Documents to which the Borrower, TAFSI or such Guarantor is or will be a party
and, in the case of the Borrower, the borrowings hereunder, and that such
resolutions have not been modified, rescinded or amended and are in full force
and effect, (C) that the certificate of incorporation (or certificate of
formation) of the Borrower, TAFSI or such Guarantor, as the case may be, has not
been amended since the date of the last amendment thereto shown on the
certificate of good standing furnished pursuant to clause (i) above and (D) as
to the incumbency and specimen signature of each officer executing any
Transaction Document or any other document delivered in connection herewith on
behalf of the Borrower, such Guarantor or TAFSI, as the case may be; (iii) a
certificate of another officer as to the incumbency and specimen signature of
the Secretary or Assistant Secretary executing the certificate pursuant to (ii)
above; and (iv) such other documents as the Lenders or their counsel or Cravath,
Swaine & Moore, counsel for the Agent, may reasonably request.

            (d) The Agent shall have received a certificate, dated the
Restatement Closing Date and signed by a Financial Officer of the Borrower,
confirming compliance with the conditions precedent set forth in paragraphs (b)
and (c) of Section 5.01.

            (e) The Agent shall have received all Fees and other amounts due and
payable on or prior to the Restatement Closing Date.

            (f) The Intercreditor Agreement shall have been duly executed by the
Borrower, the Series I Tranche A Exchange Note Purchasers and the Collateral
Agent, and shall be in full force and effect.

            (g) The Guarantee Agreement shall have been duly executed by each
Guarantor and the Collateral Agent, and shall be in full force and effect. The
Indemnity and Subrogation Agreement shall have been duly executed by the
Borrower, each applicable Guarantor and the Collateral Agent and shall be in
full force and effect.

            (h) The Pledge Agreement shall have been duly executed by the
parties thereto and delivered to the Collateral Agent and shall be in full force
and effect, and all the outstanding capital stock of each Guarantor and TAFSI
shall have been duly and validly pledged thereunder to the Collateral Agent for
the ratable benefit of the Secured Parties and certificates representing such

<PAGE>   72
                                                                              66


shares, accompanied by instruments of transfer and stock powers endorsed in
blank, shall be in the actual possession of the Collateral Agent.

            (i) Each of the Security Agreement, the Trademark Security
Agreement, the Collateral Assignment, the Collateral Account Agreement and the
Airplane Mortgage shall have been duly executed by the Borrower and all other
parties thereto and shall have been delivered to the Collateral Agent and shall
be in full force and effect on such date and each document (including each
Uniform Commercial Code financing statement) required by law or reasonably
requested by the Agent to be filed, registered or recorded in order to create in
favor of the Collateral Agent for the benefit of the Secured Parties a valid,
legal and perfected first-priority security interest in or lien on the
Collateral (subject to any Lien expressly permitted by Section 7.02) described
in each of such agreements shall have been delivered to the Collateral Agent.

            (j) The Collateral Agent shall have received the results of a search
of the Uniform Commercial Code filings (or equivalent filings) made with respect
to the Borrower, each Guarantor and TAFSI in the States (or other jurisdictions)
in which are located the chief executive offices of such Persons, any offices of
such Persons in which records have been kept relating to Accounts and the other
jurisdiction in which Uniform Commercial Code filings (or equivalent filings)
are to be made pursuant to the preceding paragraph, together with copies of the
financing statements (or similar documents) disclosed by such search, and
accompanied by evidence satisfactory to the Agent that the Liens indicated in
any such financing statement (or similar document) would be permitted under
Section 7.02 or have been released.

            (k) The Collateral Agent shall have received a Perfection
Certificate with respect to each of the Guarantors, TAFSI and the Borrower dated
the Restatement Closing Date and duly executed by a Responsible Officer of each
such entity.

            (l) (i) Each of the Security Documents, in form and substance
satisfactory to the Lenders, relating to each of the Mortgaged Properties
(including each Mortgage, each Mortgage Amendment and each Assignment of Leases
and Rents, as applicable) shall have been duly executed by the parties thereto
and delivered to the Collateral Agent and shall be in full force and effect,
(ii) each of such Mortgaged Properties shall not be subject to any Lien other
than those permitted under Section 7.02, (iii) each of such Security Documents
shall have been filed and recorded in the recording office as specified on
Schedule 1.01(c) (or a lender's title insurance policy (or to the extent
available from the applicable title company, a bring down endorsement, dated as
of the Restatement Closing Date, to an existing title insurance policy
previously issued to the Collateral Agent with respect to a Mortgaged Property),
in form and substance acceptable to Agent, insuring such Security Document as a
first lien on such Mortgaged Property (subject to any Lien expressly permitted
by Section 7.02) shall have been received by Agent) and, in connection
therewith, the Agent shall have received evidence satisfactory to it of each
such filing and recordation and (iv) the Collateral Agent shall have received
such other documents, including a policy or policies of title insurance issued
by a nationally, recognized title insurance company (or to the extent available
from the applicable title company, a bring down endorsement, dated as of the
Restatement Closing Date, to an existing title insurance policy previously
issued to the Collateral Agent with respect to a Mortgaged Property), together
with such endorsements, coinsurance and reinsurance as may be requested by the
Agent, the Fronting Bank, the Swingline Lender and the Lenders, insuring the
Mortgages as valid first liens on the Mortgaged Properties, free of Liens other
than those permitted under Section 7.02, together with such surveys, abstracts,
appraisals and legal opinions required to be furnished pursuant to the terms of
the Mortgages or to obtain such policies of title insurance (or such bring down
endorsements to 

<PAGE>   73
                                                                              67


such existing policies of title insurance), or such additional legal opinions as
reasonably requested by the Agent, the Fronting Bank, the Swingline Lender or
the Lenders.

            (m) The Additional Transactions shall have been consummated or shall
be consummated simultaneously with the closing of the Additional Term Loan
Facility in accordance with documentation reasonably satisfactory to the Lenders
and applicable law, and the Lenders shall (i) be reasonably satisfied with the
terms and conditions of the Burns Asset Purchase Agreement and the Burns
Ancillary Agreements, (ii) be reasonably satisfied with the terms and conditions
of any agreements or other instruments entered into or delivered in connection
with the Series II Tranche A Exchange Note Refinancing and (iii) be satisfied
that, in connection with the Additional Transactions, the aggregate amount of
fees and expenses shall not exceed $4,000,000.

            (n) The Burns Acquisition shall have been consummated (i) in
accordance with applicable law, (ii) in accordance with the terms and conditions
of the Burns Asset Purchase Agreement and the Burns Ancillary Agreements,
without giving effect to any amendments, supplements or waivers thereto on or
after November 24, 1998, other than any amendment, supplement and/or waiver that
does not adversely affect, or is otherwise reasonably satisfactory to, the
Lenders, and (iii) on other terms reasonably satisfactory to the Lenders.

            (o) The Series II Tranche A Exchange Notes in an aggregate principal
amount of $50,000,000 shall have been repaid in full and all obligations
thereunder and security interests relating thereto shall have been discharged,
and the Agent shall have received reasonably satisfactory evidence of such
repayment, termination and discharge.

            (p) After giving effect to the Additional Transactions, the
Guarantors, TAFSI and the Borrower shall have no liabilities other than (i) the
Loans under the Facilities, (ii) the Series I Tranche A Exchange Notes, (iii)
the Subordinated Notes, (iv) the Guarantee Agreement, (v) the Subordinated Note
Guarantees and (vi) other liabilities satisfactory to the Lenders and
Indebtedness permitted under Section 7.01.

            (q) The Lenders shall have received a satisfactory pro forma
consolidated balance sheet of the Borrower as of December 31, 1997, after giving
effect to the Additional Transactions and the Sale Lease-Back Transactions
contemplated under Section 7.03(a) and the Lenders shall be reasonably satisfied
that such balance sheet is not materially inconsistent with the projections
previously furnished to the Lenders.

            (r) The Lenders shall be satisfied in all respects with the tax and
ERISA positions and the contingent tax and other liabilities of each Guarantor,
TAFSI and the Borrower and the plans of such Guarantor and the Borrower with
respect thereto.

            (s) The Lenders shall have received a solvency certificate, in form
and substance satisfactory to the Agent, from the Chief Financial Officer of the
Borrower, together with such other evidence reasonably requested by the Lenders,
of the solvency of (i) the Guarantors, TAFSI and the Borrower, on a consolidated
basis, and (ii) each Guarantor, in each case after giving effect to the
Additional Transactions.

            (t) All requisite Governmental Authorities and third parties shall
have approved or consented to the Additional Transactions to the extent
required, all applicable appeal periods shall have expired and there shall be no
governmental or judicial action, actual or threatened, that has or

<PAGE>   74
                                                                              68


would have a reasonable likelihood of restraining, preventing or imposing
burdensome conditions on the transactions contemplated hereby.

            (u) There shall be no litigation or administrative proceedings or
other legal or regulatory developments, actual or threatened, that, in the
judgment of the Lenders, involve a reasonable possibility of a material adverse
effect on the business, assets, operations, properties, financial condition,
contingent liabilities, prospects or material agreements of the Guarantors,
TAFSI and the Borrower, taken as a whole, or the ability of the Guarantors,
TAFSI and the Borrower, taken as a whole, to perform its obligations under the
Loan Documents, or the ability of the parties to consummate the Additional
Transactions or the validity or enforceability of any of the Loan Documents or
the rights, remedies and benefits available to the Agent, the Fronting Bank, the
Swingline Lender, the Collateral Agent and the Lenders under the Loan Documents,
or which would be materially inconsistent with the assumptions underlying the
projections set forth in the 1998 Confidential Information Memorandum.

            (v) The Mortgaged Properties shall each be in compliance with all
applicable material laws, rules, regulations, statutes (including any zoning,
building, Environmental and Safety Law, ordinance, code or approval or any
building permits) and all restrictions of record and all material agreements
affecting the Mortgaged Property and all decrees or orders of any Governmental
Authority with jurisdiction with respect thereto, except to the extent such
non-compliance or failure to obtain any necessary permits are not reasonably
likely to result in a Material Adverse Effect.

            (w) The Agent shall have received the certified documents required
to be delivered to it pursuant to Section 4.25(b).

            (x) The Agent shall have received (i) satisfactory title insurance
policies (or to the extent available from the applicable title company, bring
down endorsements, dated as of the Restatement Closing Date, to existing title
insurance policies previously issued to the Collateral Agent) for each Mortgaged
Property and (ii) either (A) a satisfactory certificate from a Responsible
Officer of the applicable Guarantor certifying to the applicable title company
that, since the date of the surveys relating to the Mortgaged Properties of such
Guarantor delivered to the Agent in connection with the Original Credit
Agreement, there have been no material improvements or alterations at such
Mortgaged Properties, provided that such certificate shall comply with the title
company's requirements with respect to issuing the applicable satisfactory title
insurance policy or bring down endorsement thereto without any survey exception,
or (B) a current survey (or an update of a survey previously certified to the
Collateral Agent), in form and substance reasonably acceptable to the Agent, of
such Mortgaged Property.

            (y) The Agent shall have received a satisfactory certificate from a
Responsible Officer of the applicable Guarantor certifying that, to the best of
his knowledge, all New Improvements (as defined in Section 6.14) located upon
each Mortgaged Property set forth on Schedule 6.14 have been completed in
accordance with applicable laws, rules, regulations and statutes.

            (z) The Borrower shall have deposited directly into the Collateral
Account proceeds from the Additional Term Loans, together with a portion of the
Borrower's excess cash, in an aggregate amount not less than $42,000,000,
including $30,000,000 reserved to fund a portion of the Additional Permitted
Acquisition and/or the Special Mandatory Prepayment (such $30,000,000 

<PAGE>   75
                                                                              69


together with any interest earned and received on such amount under the terms of
the Collateral Account Agreement, the "Additional Reserve Amount").

            (aa) The Agent shall be reasonably satisfied as to the amount and
nature of any material environmental and employee health and safety exposures to
which the Borrower or any of its subsidiaries may be subject, and the plans of
the Borrower with respect thereto, after giving effect to the Additional
Transactions and the consummation of the other transactions contemplated hereby
which are to occur on the Restatement Closing Date.

            (bb) The Airplane Mortgage shall have been duly executed by TA
Travel and shall have been delivered to the Collateral Agent and shall be in
full force and effect on such date, and each document required by law or
reasonably requested by the Agent to be filed, registered or recorded in order
to create in favor of the Collateral Agent for the benefit of the Secured
Parties a valid, legal and perfected first priority security interest in or lien
on the Airplane shall have been delivered to the Collateral Agent.

                               ARTICLE VI

                         Affirmative Covenants

            The Borrower covenants and agrees with each Lender, the Agent, the
Fronting Bank and the Swingline Lender that, so long as this Agreement shall
remain in effect or the principal of or interest on any Loan or Swingline Loan
or LC Disbursement, any Fees or any other expenses or amounts payable under any
Loan Document shall be unpaid, unless the Required Lenders shall otherwise
consent in writing, the Borrower will and will cause each of its subsidiaries
to:

            SECTION 6.01. Existence; Businesses and Properties. (a) Do or cause
to be done all things necessary to preserve, renew and keep in full force and
effect its legal existence.

            (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business, maintain and operate such business in
substantially the manner in which it is currently conducted and operated; comply
in all material respects with all material applicable laws, rules, regulations
and statutes (including any zoning, building, Environmental and Safety Law,
ordinance, code or approval or any building permits or any restrictions of
record or agreements affecting the Mortgaged Property) and decrees and orders of
any Governmental Authority, whether now in effect or hereafter enacted; and at
all times maintain and preserve all property material to the conduct of such
business and keep such property in good repair, working order and condition and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times.

            (c) Maintain all financial records in accordance with GAAP.

            SECTION 6.02. Insurance. (a) Keep (and/or cause the related Network
Operator, if any, to keep) its properties (including Improvements and Personal
Property (each as defined in the Mortgages)) insured at all times by financially
sound and reputable insurers against loss by fire,

<PAGE>   76
                                                                              70


casualty and such other hazards as may be afforded by an "all risk" policy or a
fire policy covering "special" causes of loss, including building ordinance law
endorsements; cause all such policies to be endorsed or otherwise amended to
include a "standard" or "New York" lender's loss payable endorsement, in form
and substance reasonably satisfactory to the Agent and the Collateral Agent,
which endorsement shall provide that, from and after the Closing Date, the
insurance carrier shall pay all proceeds otherwise payable to the Borrower, the
applicable Guarantor or the applicable Network Operator, if any, under such
policies directly to the Collateral Agent unless (i) the amounts so payable
shall not exceed $50,000 and (ii) the insurance carrier shall not have received
written notice from the Agent or the Collateral Agent that an Event of Default
has occurred and, if received, such notice shall not have been withdrawn (with
the Agent agreeing to withdraw such notice if the related Event of Default shall
have been cured and no other Event of Default shall then exist), cause all such
policies to provide that neither the Borrower, the Guarantors, the Agent, the
Collateral Agent nor any other party shall be a coinsurer thereunder and to
contain a "Replacement Cost Endorsement", without any deduction for
depreciation, and such other provisions as the Agent or the Collateral Agent may
reasonably require from time to time to protect its interest; deliver (and/or
cause the related Network Operator, if any, to deliver) original or certified
copies of all such policies to the Collateral Agent; cause each such policy to
provide that it shall not be canceled, modified or not renewed (i) by reason of
nonpayment of premium upon not less than 10 days' prior written notice thereof
by insurer to the Agent and the Collateral Agent or (ii) for any other reason
upon not less than 30 days' prior written notice thereof by insurer to the Agent
and the Collateral Agent; deliver to the Agent and the Collateral Agent, prior
to the cancellation, modification or nonrenewal of any such policy of insurance,
a copy of a renewal or replacement policy (or other evidence of renewal of a
policy previously delivered to the Agent and the Collateral Agent) together with
evidence satisfactory to the Agent and the Collateral Agent of payment of the
premium therefor; and cause each all-risk policy maintained by the Borrower or
any Guarantor to be endorsed to provide for a waiver by the related insurer of
all its rights to recovery against any Network Operator for damage covered by
such policy.

            (b) If at any time the area in which the Premises (as defined in the
Mortgages) are located is designated (i) a "flood hazard area" in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency, obtain
(and/or cause the related Network Operator, if any, to obtain) flood insurance
in such total amount as the Collateral Agent or the Agent may from time to time
require, and otherwise comply with the National Flood Insurance Program as set
forth in said Flood Disaster Protection Act of 1973, as it may be amended from
time to time or (ii) "Zone I" area, obtain (and/or cause the related Network
Operator, if any, to obtain) earthquake insurance in such total amount as the
Agent, the Collateral Agent or the Required Lenders may from time to time
require.

            (c) With respect to any Mortgaged Property, carry and maintain
(and/or cause the related Network Operator, if any, to maintain) comprehensive
general liability insurance including the "broad form CGL endorsement" and
coverage on an occurrence basis against claims made for personal injury
(including bodily injury, death and property damage) and umbrella liability
insurance against any and all claims, in no event for a combined single limit of
less than $5,000,000, naming the Collateral Agent as an additional insured, on
forms satisfactory to the Collateral Agent.

            (d) Notify (and/or cause each Network Operator, if any, to notify)
the Agent and the Collateral Agent immediately whenever any separate insurance
concurrent in form or contributing in the event of loss with that required to be
maintained under this Section 6.02 is taken out by the 

<PAGE>   77
                                                                              71


Borrower, any Guarantor or any Network Operator and promptly deliver to the
Agent and the Collateral Agent a duplicate original copy of such policy or
policies.

            (e) Use reasonable efforts to cause the Phase II Consultant (as
defined in the Environmental Agreement) to maintain, and name the Borrower as an
additional insured wherever permissible under, the contracts of insurance
coverage at levels at least as high as set forth in Schedule 6.02(e).

            (f) In connection with the covenants set forth in this Section 6.02,
it is understood and agreed that:

            (i) neither the Agent, the Lenders, the Swingline Lender, the
      Fronting Bank, the Tranche A Exchange Note Purchasers, nor their agents or
      employees shall be liable for any loss or damage insured by the insurance
      policies required to be maintained under this Section 6.02, it being
      understood that (A) the Borrower shall look, and shall cause each
      Guarantor to look, solely to its insurance company or any other parties
      other than the aforesaid parties for the recovery of such loss or damage
      and (B) such insurance company shall have no rights of subrogation against
      the Agent, the Collateral Agent, the Lenders, the Swingline Lender, the
      Fronting Bank, the Tranche A Exchange Note Purchasers or their agents or
      employees. If, however, the insurance policies do not provide waiver of
      subrogation rights against such parties as requested above, then the
      Borrower hereby agrees, to the extent permitted by law, to waive its right
      of recovery, if any, against the Agent, the Collateral Agent, the Lenders,
      the Swingline Lender, the Fronting Bank, the Tranche A Exchange Note
      Purchasers and their agents and employees; and

            (ii) the designation of any form, type or amount of insurance
      coverage by the Agent or the Collateral Agent under this Section 6.02,
      shall in no event be deemed a representation, warranty, or advice by the
      Agent or the Collateral Agent that such insurance is adequate for the
      purposes of the Borrower's and each Guarantor's business or the protection
      of the Borrower's and each Guarantor's properties and the Agent and the
      Collateral Agent shall have the right from time to time to require the
      Borrower to keep (and/or cause any Guarantor or the related Network
      Operator, if any, to keep) other insurance in such form and amount as the
      Agent or the Collateral Agent may reasonably request, provided that such
      insurance shall be obtainable on commercially reasonable terms.

            SECTION 6.03. Obligations and Taxes. Pay its Indebtedness and other
obligations promptly, and in accordance with their terms and pay and discharge
promptly when due all material taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, its well as all
lawful claims for labor, materials and supplies or otherwise that, if unpaid,
might give rise to a Lien upon such properties or any part thereof; provided,
however, that such payment and discharge shall not be required with respect to
any such obligation, tax, assessment, charge, levy or claim so long as the
validity or amount thereof shall be contested in good faith by appropriate
proceedings and the Borrower, TAFSI or a Guarantor, as applicable, shall have
set aside on its books adequate reserves with respect thereto in accordance with
GAAP and such contest operates to suspend collection of the contested
obligation, tax, assessment or charge and enforcement of a Lien and, in the case
of a Mortgaged Property, there is no risk of forfeiture of such property.

<PAGE>   78
                                       72


            SECTION 6.04. Financial Statements, Reports, etc. Furnish to the
Agent and each Lender:

            (a) as soon as available, and in no event later than 105 days after
      the end of each fiscal year (or 90 days during any time that the Borrower
      is subject to the periodic reporting requirements of the Securities
      Exchange Act of 1934, as amended), the consolidated and consolidating
      balance sheets and related statements of income and cash flow, showing the
      consolidated financial condition of the Borrower and its consolidated
      subsidiaries as of the close of such fiscal year and the results of their
      operations during such year, all audited by PriceWaterhouseCoopers LLP or
      other independent public accountants of recognized national standing
      reasonably acceptable to the Required Lenders and accompanied by an
      opinion of such accountants (which shall not be qualified in any material
      respect) to the effect that such consolidated financial statements fairly
      present the consolidated financial condition and results of operations of
      the Borrower and its consolidated subsidiaries on a consolidated basis in
      accordance with GAAP consistently applied;

            (b) as soon as available, and in no event later than 60 days (or 45
      days during any time that the Borrower is subject to the periodic
      reporting requirements of the Securities Exchange Act of 1934, as amended)
      after the end of each of the first three fiscal quarters of each fiscal
      year, the unaudited consolidated and consolidating balance sheets and
      related statements of income and changes in financial position, showing
      the consolidated financial condition of the Borrower and its consolidated
      subsidiaries as of the close of such fiscal quarter and the results of
      their operations during such fiscal quarter and the then elapsed portion
      of the fiscal year, all certified by a Financial Officer of the Borrower
      as fairly presenting the consolidated financial condition and results of
      operations of the Borrower and its consolidated subsidiaries in accordance
      with GAAP consistently applied, subject to normal year-end audit
      adjustments and the absence of footnotes required by GAAP;

            (c) concurrently with any delivery of financial statements under (a)
      or (b) above, a certificate of the accounting firm or a Financial Officer
      of the Borrower opining on or certifying such statements (which
      certificate, when furnished by an accounting firm, may be limited to
      accounting matters and disclaim responsibility for legal interpretations)
      (i) certifying that no Event of Default or Default has occurred or, if
      such an Event of Default or Default has occurred, specifying the nature
      and extent thereof and any corrective action taken or proposed to be taken
      with respect thereto and (ii) setting forth computations in reasonable
      detail satisfactory to the Agent demonstrating compliance with the
      covenants contained in Sections 7.13. 7.14, 7.15, 7.16 and 7.17;

            (d) promptly after the same become publicly available, copies of all
      periodic and other reports, proxy statements and other materials filed by
      the Borrower or any of its subsidiaries with the Securities and Exchange
      Commission, or any governmental authority succeeding to any of or all the
      functions of said Commission, or with any national securities exchange, or
      distributed to any of their shareholders, as the case may be;

            (e) promptly following the preparation thereof, copies of each
      management letter prepared by the Borrower's, a Guarantor's or TAFSI's
      auditors (together with any response thereto prepared by the Borrower,
      such Guarantor or TAFSI);

<PAGE>   79
                                                                              73


            (f) as soon as available, and in any event no later than 105 days
      after the end of each fiscal year historical summary data for the
      immediately preceding year and forecasted financial projections and
      summary data through the end of the then current fiscal year, in
      substantially the same form and format as set forth in Section 11 of the
      1998 Confidential Information Memorandum (including a specification of the
      underlying assumptions and a management discussion of historical results),
      all certified by a Financial Officer of the Borrower to be a fair summary
      of its results and its good faith estimate of the forecasted financial
      projections and results of operations for the period through the
      then-current fiscal year;

            (g) upon the earlier of (i) 105 days after the end of each fiscal
      year of the Borrower and (ii) the date on which the financial statements
      with respect to such period are delivered pursuant to paragraph (a) above,
      a certificate of a Financial Officer of the Borrower setting forth, in
      detail satisfactory to the Agent, the amount of Excess Cash Flow, if any,
      for such period;

            (h) promptly, from time to time, such other information regarding
      the operations, business affairs and financial condition of any Guarantor,
      TAFSI or the Borrower, or compliance with the terms of any Loan Document,
      as the Agent, the Fronting Bank, the Swingline Lender or any Lender may
      reasonably request;

            (i) promptly, a copy of any amendment or waiver of any provisions of
      any agreement referenced in Section 7.10, any amendment or waiver of any
      provision of the Tranche A Exchange Note Documents not requiring the
      consent or approval of the Lenders or any other amendment or waiver of any
      provisions of any agreement to the extent that such amendment or waiver is
      required hereunder to be furnished to the Agent, the Fronting Bank or any
      Lender;

            (j) promptly, a copy of any notice of a default received by the
      Borrower, TAFSI or any Guarantor under any other Loan Document;

            (k) promptly a copy of any notice of default received by the
      Borrower, TAFSI or any Guarantor (i) from any Tranche A Exchange Note
      Purchaser under the Tranche A Exchange Note Purchase Agreements or (ii)
      under the Subordinated Note Indenture;

            (l) a copy of all notices (other than regarding any scheduled or
      mandatory repayments), certificates, financial statements and reports, as
      and when delivered by or on behalf of the Borrower, TAFSI or any Guarantor
      (i) to the Tranche A Exchange Note Purchasers under the Tranche A Exchange
      Note Purchase Agreements or (ii) under the Subordinated Note Indenture
      (except to the extent any such notice, certificate, financial statement or
      report is otherwise required to be delivered pursuant to this Agreement);
      and

            (m) a copy of all solicitations or requests for any proposed waiver
      or amendment of any of the provisions of the Tranche A Exchange Note
      Documents or Subordinated Note Indenture (but only if the consent or
      approval of the Lenders is required in connection therewith).

<PAGE>   80
                                                                              74


            SECTION 6.05. Litigation and Other Notices. Furnish to the Agent,
the Fronting Banks, the Swingline Lender, the Collateral Agent and each Lender
prompt written notice of the occurrence of the following:

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

            (b) the filing or commencement of, or any threat or notice of
      intention of any Person to file or commence, any action, suit or
      proceeding, whether at law or in equity or by or before any Governmental
      Authority, against the Borrower or any Affiliate thereof that, if
      adversely determined, could reasonably be expected to result in a Material
      Adverse Effect; and

            (c) any development that has resulted in, or could reasonably be
      anticipated to result in, a Material Adverse Effect.

            SECTION 6.06. ERISA. (a) Comply in all material respects with the
applicable provisions of ERISA and (b) furnish to the Agent, the Fronting Bank,
the Swingline Lender and each Lender (i) as soon as possible, and in any event
within 30 days after any Responsible Officer of the Borrower or any Guarantor or
any ERISA Affiliate either knows or has reason to know that any Reportable Event
has occurred, as to which the Borrower, any Guarantor, TAFSI or any ERISA
Affiliate was or is required to file a report with the PBGC, that alone or
together with any other Reportable Event could reasonably be expected to result
in liability of the Borrower, TAFSI, any Guarantor or any ERISA Affiliate to the
PBGC in an aggregate amount exceeding $2,000,000, a statement of a Financial
Officer of the Borrower setting forth details as to such Reportable Event and
the action proposed to be taken with respect thereto, together with a copy of
the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly
after receipt thereof, a copy of any notice the Borrower, TAFSI or any Guarantor
or any ERISA Affiliate may receive from the PBGC relating to the intention of
the PBGC to terminate any Plan or Plans, (other than a Plan maintained by an
ERISA Affiliate that is considered an ERISA Affiliate only pursuant to
subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to
administer any Plan or Plans, (iii) within 10 days after the due date for filing
with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to
make a required installment or other payment with respect to a Plan, a statement
of a Financial Officer of the Borrower, TAFSI or such Guarantor, as applicable,
setting forth details as to such failure and the action proposed to be taken
with respect thereto, together with a copy of such notice given to the PBGC and
(iv) promptly and in any event within 30 days after receipt thereof by the
Borrower, TAFSI or any Guarantor or any ERISA Affiliate from the sponsor of a
Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA
Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a
determination that a Multiemployer Plan is, or is expected to be, terminated or
in reorganization, in each case within the meaning of Title IV of ERISA.

            SECTION 6.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any representatives designated by the Agent, the Fronting Bank, the Swingline
Lender, the Collateral Agent or any Lender to visit and inspect the financial
records, and the properties of the Borrower, TAFSI and each Guarantor at
reasonable times and upon reasonable notice and as often as reasonably requested
and to make extracts from and copies of such financial records, and permit any
representatives designated by the Agent, the Fronting Bank, the Swingline
Lender, the Collateral Agent or any Lender to discuss the

<PAGE>   81
                                                                              75


affairs, finances and condition of the Borrower, TAFSI or any Guarantor or any
properties of Borrower or any Guarantor with the officers thereof.

            SECTION 6.08. Use of Proceeds. Use the Letters of Credit and the
proceeds of the Revolving Loans, any Swingline Loans and the Additional Term
Loans only for the purposes set forth in the preamble to this Agreement and use
the proceeds of the Existing Term Loans only for the purposes set forth in the
preamble to the Original Credit Agreement.

            SECTION 6.09. Fiscal Year. Cause its fiscal year to end on December
31 of each year.

            SECTION 6.10. Further Assurances. (a) Execute any and all further
documents, financing statements, agreements and instruments, and take all
further action (including filing Uniform Commercial Code and other financing
statements, mortgages and deeds of trust) that may be required under applicable
law, or which the Required Lenders, the Agent or the Collateral Agent may
reasonably request, in order to effectuate the transactions contemplated by the
Transaction Documents and in order to grant, preserve, protect and perfect the
validity and first priority of the security interests created or intended to be
created by the Security Documents. In addition, from time to time, each of the
Borrower, TAFSI and the Guarantors will, at its cost and expense, promptly
secure the Obligations by pledging or creating, or causing to be pledged or
created, perfected security interests with respect to such of its assets and
properties as the Agent or the Required Lenders shall designate (it being
understood that it is the intent of the parties that the Obligations shall be
secured by, among other things, substantially all the assets of the Borrower,
each Guarantor and TAFSI (including real and other properties acquired
subsequent to the Restatement Closing Date)). Such security interests and Liens,
will be created under the Security Documents and other security agreements,
mortgages, deeds of trust and other instruments and documents, in form and
substance satisfactory to the Required Lenders, and each of the Borrower, TAFSI
and the Guarantors shall deliver or cause to be delivered to the Lenders all
such instruments and documents, (including legal opinions, title insurance
policies and lien searches) as the Required Lenders shall reasonably request to
evidence compliance with this Section 6.10. Each of the Borrower and the
Guarantors agrees to provide such evidence as the Required Lenders shall
reasonably request as to the perfection and priority status of each such
security interest and Lien.

            (b) To the extent that the Borrower, TAFSI or any Guarantor (other
than TA Travel) is not already a party to a Lockbox Agreement, within 90 days
following the Restatement Closing Date, enter into Lockbox Agreements with
financial institutions reasonably acceptable to the Agent.

            (c) In the event that TA Travel acquires any replacement Airplane,
cause TA Travel, within 30 days of the purchase thereof, to grant to the
Collateral Agent a valid and perfected first-priority security interest in the
replacement Airplane pursuant to documentation in form and substance reasonably
satisfactory to the Collateral Agent.

            (d) If any additional direct or indirect subsidiary of the Borrower
is organized or acquired by the Borrower after the date hereof, (i) notify the
Agent and the Lenders of such subsidiary's organization or acquisition, (ii)
cause such subsidiary, simultaneously with its organization or acquisition, to
execute and become a party to the Guarantee Agreement, the Indemnity and
Subrogation Agreement, the Security Agreement and each applicable other Security
Document in favor of the Collateral Agent and to execute and become a party to
the Intercreditor

<PAGE>   82
                                                                              76


Agreement and (iii) if any shares of capital stock or other equity interest or
Indebtedness of such subsidiary are owned by or on behalf of the Borrower or any
Guarantor, cause such Person, simultaneously with such subsidiary's organization
or acquisition, to pledge to the Collateral Agent such shares, evidence of such
other equity interests and promissory notes evidencing such Indebtedness
pursuant to the Pledge Agreement. The Borrower agrees to provide such evidence
as the Collateral Agent shall reasonably request as to the perfection and
priority status of each security interest and Lien created pursuant to such
Security Documents.

            SECTION 6.11. Rate Protection Agreements. In the case of the
Borrower, have in effect or enter into within 150 days following the Restatement
Closing Date, and maintain at any time prior to the date that is two years
following the Restatement Closing Date, Rate Protection Agreements satisfactory
to the Agent, with respect to the Loans, to the extent necessary to cause not
less than 50% of the Funded Debt of the Borrower and its subsidiaries on a
consolidated basis at such date to be (a) Indebtedness that accrues interest at
a fixed rate and/or (b) Indebtedness with respect to which such a Rate
Protection Agreement is in effect.

            SECTION 6.12. Environmental and Safety Laws. (a) Comply with, and
use its best efforts to ensure compliance by all tenants and subtenants
(including each Network Operator, if any) with, all Environmental and Safety
Laws and obtain and comply with and maintain, and use its best efforts to ensure
that all tenants and subtenants (including each Network Operator, if any) obtain
and comply with and maintain, any and all licenses, approvals, registrations or
permits required by Environmental and Safety Laws, except to the extent that
failure to so comply or to obtain and comply with and maintain such licenses,
approvals, registrations and permits does not have, and could not reasonably be
expected to result in, a Material Adverse Effect.

            (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions, required under
Environmental and Safety Laws and promptly comply with all lawful orders and
directives of all Governmental Authorities respecting Environmental and Safety
Laws, except to the extent that the same are being contested in good faith by
appropriate proceedings and the pendency of such proceedings would not have a
Material Adverse Effect.

            (c) Notify the Agent of any of the following that is likely to have
a Material Adverse Effect:

            (i) any Environmental Claim that the Borrower, TAFSI or any
      Guarantor receives, including one to take or pay for any remedial,
      removal, response or cleanup or other action with respect to any Hazardous
      Substance contained on any property owned or leased by the Borrower, such
      Guarantor or TAFSI;

            (ii) any notice of any alleged violation of or knowledge by the
      Borrower, Holdings, TAFSI or any Guarantor of a condition that might
      reasonably result in a violation of any Environmental and Safety Law;

            (iii) any commencement or threatened commencement of any judicial or
      administrative proceeding or investigation alleging a violation or
      potential violation of any requirement of any Environmental and Safety Law
      by the Borrower, TAFSI or any Guarantor; and

<PAGE>   83
                                                                              77


            (iv) any Release or threat of Release that could reasonably be
      expected to result in a Material Adverse Effect.

            (d) Without limiting the generality of Section 10.05(b), indemnify
the Agent, the Fronting Bank, the Swingline Lender, the Collateral Agent and
each Lender and each of their respective directors, officers, employees, agents
and Affiliates (each such Person being called an "Indemnitee") against, and to
hold each Indemnitee harmless from, any claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses (including reasonable
counsel fees, expert and consultant fees, charges and disbursements) of whatever
kind or nature arising out of, or in any way relating to, the violation of,
noncompliance with or liability under any Environmental and Safety Laws
applicable to the operations of the Borrower or any Guarantor or to the
Mortgaged Properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including reasonable attorneys' and consultants'
fees, investigation and laboratory fees, response costs, court costs and
litigation expenses, except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or wilful misconduct of the Indemnitee
seeking indemnification therefor. This indemnity shall continue in full force
and effect regardless of the termination of this Agreement and the other Loan
Documents.

            SECTION 6.13. Material Contracts. Maintain in full force and effect
(including exercising any available renewal option and without amendment or
modification) all its material contracts (including each operating lease
permitted by Section 7.08) unless the failure so to maintain such contracts (or
the amendments or modifications thereto) individually or in the aggregate, would
not have a Material Adverse Effect, and promptly notify each Lender of each
failure to comply with this Section 6.13.

            SECTION 6.14. Certificates of Occupancy, Permits and Zoning. (a)
Within 270 days following the Restatement Closing Date, the Borrower shall
deliver, to the extent not previously delivered, the following documents to the
Collateral Agent for Mortgaged Properties set forth on Schedule 6.14 having (x)
80% of the aggregate value of all Mortgaged Properties set forth on such
Schedule that were not Mortgaged Properties on March 21, 1997 (the "New
Mortgaged Properties") and (y) 80% of the aggregate value of the Mortgaged
Properties (other than any New Mortgaged Properties) set forth on such Schedule
that have Additional Improvements (as defined below):

            (i) a copy of the original permanent certificate or certificates of
      occupancy or completion, as the same may have been amended or issued from
      time to time, covering (A) if such Mortgaged Property is a New Mortgaged
      Property, any material improvement located upon such Mortgaged Property
      (an "Acquired Improvement") or (B) if such Mortgaged Property is not a New
      Mortgaged Property, any material improvement located upon such Mortgaged
      Property that was constructed after March 21, 1997 (an "Additional
      Improvement" and, the Acquired Improvements and Additional Improvements
      collectively, the "New Improvements"), in each case that were required to
      have been issued by the appropriate Governmental Authority for such New
      Improvement or (ii) a letter from an appropriate Governmental Authority
      stating that at the time of construction certificates of occupancy were
      not required for each such New Improvement for which a certificate as
      described above has not been delivered and, if reasonably requested by the
      Agent or Collateral Agent, suitable evidence of the date of construction
      of each New Improvement on such Mortgaged Property;

<PAGE>   84
                                                                              78


            (ii) without limiting the Borrower's obligations under Section 6.12,
      a copy of all material licenses, permits and authorizations (other than
      certificates of occupancy or completion, all applications, plans and
      filings necessary for the issuance of any such certificate and all
      licenses, permits and authorizations that were no longer required once any
      such certificate was issued) that were necessary for the construction of
      each New Improvement located upon the Mortgaged Property or that are
      necessary for the current operation of such New Improvement; and

            (iii) one of the following: (A) written confirmation from the
      applicable zoning commission or other appropriate Governmental Authority
      stating that, with respect to each Mortgaged Property as built, it
      complies with existing land use and zoning ordinances, regulations and
      restrictions applicable to such property, (B) an opinion from local
      counsel acceptable to the Agent to the same effect as covered by clause
      (A) above or (C) a zoning endorsement satisfactory to the Agent in
      connection with the Collateral Agent's mortgagee title insurance policy of
      such Mortgaged Property.

            (b) After the Restatement Closing Date, the Borrower shall use
commercially reasonable efforts to obtain (and promptly upon obtaining the same
deliver to the Collateral Agent):

            (i) estoppel certificates from ground lessors of any Mortgaged
      Property dated not earlier than September 1, 1998;

            (ii) estoppel certificates from each Network Operator of each
      Mortgaged Property dated not earlier than March 21, 1997; and

            (iii) to the extent not already obtained, subordination and
      attornment agreements from each Network Operator of each New Mortgaged
      Property, unless the related operating lease by its terms, is subject and
      subordinate to the Lien of the applicable Mortgage or Leasehold Mortgage.

<PAGE>   85
                                                                              79


                                   ARTICLE VII

                               Negative Covenants

            The Borrower covenants and agrees with each Lender, the Agent, the
Fronting Bank and the Swingline Lender that, so long as this Agreement shall
remain in effect or the principal of or interest on any Loan or Swingline Loan
or LC Disbursement, any Fees or any other expenses or amounts payable under any
Loan Document shall be unpaid, unless the Required Lenders shall otherwise
consent in writing, the Borrower will not, and will not cause or permit any of
its subsidiaries to:

            SECTION 7.01. Indebtedness. Incur, create, assume or permit to exist
any Indebtedness, except:

            (a) Indebtedness existing on March 21, 1997, and set forth on
      Schedule 7.01 (but not any extensions, renewals or replacements of such
      Indebtedness);

            (b) Indebtedness created under the Loan Documents;

            (c) in the case of the Guarantors, Indebtedness consisting of
      purchase money Indebtedness incurred in the ordinary course of business
      after the Closing Date to finance Capital Expenditures or Transition
      Capital Expenditures permitted under Section 7.13; provided, however, that
      (i) for purposes of Section 7.13, the aggregate principal amount of any
      such Indebtedness shall be deemed to be a Capital Expenditure or a
      Transition Capital Expenditure, as the case may be, at the time incurred
      or assumed, (ii) the aggregate of (A) the aggregate principal amount of
      Indebtedness permitted pursuant to this Section 7.01(c) and (B) any
      Capital Lease Obligations permitted pursuant to Sections 7.01(d) and
      7.11(c) shall not exceed $25,000,000 at any time outstanding and (iii)
      such Indebtedness is incurred within 90 days after the making of the
      Capital Expenditures or Transition Capital Expenditures financed thereby;

            (d) in the case of the Guarantors other than TA Travel, Indebtedness
      in respect of Capital Lease Obligations permitted under Section 7.11(c);

            (e) in the case of the Borrower or any Guarantor, Indebtedness in
      respect of fuel-supply, hedging agreements and arrangements, provided that
      any such agreements or arrangements shall have been entered into for bona
      fide hedging purposes and pursuant to a written fuel-supply hedging policy
      approved by the board of directors of the Borrower;

            (f)(i) in the case of the Borrower, Indebtedness in respect of the
      Series I Tranche A Exchange Notes and the Subordinated Notes and (ii) in
      the case of the Guarantors, Indebtedness in respect of the Tranche A
      Exchange Note Guarantees and the Subordinated Note Guarantees;

            (g) Indebtedness that arises from the refinancing from time to time
      by the Borrower of the Series I Tranche A Exchange Notes (and the related
      Tranche A Exchange Note Guarantees) and ranks pari passu with or
      subordinate to the Loans, the Swingline Loans, any unreimbursed LC
      Disbursements and the guarantees of each Guarantor supporting the Loans,
      the Swingline Loans and any unreimbursed LC Disbursements; provided,
      however, 

<PAGE>   86
                                                                              80


      that (A) such refinancing must be in whole and not in part with respect to
      all the Series I Tranche A Exchange Notes, (B) the weighted average
      interest rate applicable to such Indebtedness must be less than or equal
      to the interest rate applicable to the Series I Tranche A Exchange Notes
      being refinanced, (C) no material terms applicable to such Indebtedness or
      the related guarantees shall be more favorable to the refinancing lenders
      than the terms that are applicable to the Series I Tranche A Exchange Note
      Purchasers, (D) the weighted average life to maturity of such Indebtedness
      shall be greater than or equal to the weighted average life to maturity of
      the Series I Tranche A Exchange Notes being refinanced and the first
      scheduled principal payment in respect of such Indebtedness shall not be
      earlier than the first scheduled principal payment in respect of such
      Series I Tranche A Exchange Notes, (E) such Indebtedness shall be
      Indebtedness of the Borrower, (F) the priority of the security interest in
      the collateral securing the repayment of such Indebtedness (if such
      Indebtedness is to be secured) and the total amount or share of the
      collateral to be made available to secure such Indebtedness shall be no
      more senior or favorable than that which secured the repayment of the
      Series I Tranche A Exchange Notes being refinanced at the time of such
      refinancing and the refinancing lenders shall enter into an intercreditor
      agreement with the Lenders in substantially the form of the Intercreditor
      Agreement (or in such other form as may be reasonably acceptable to the
      Required Lenders) providing for the sharing of collateral on such basis,
      (G) the principal amount of such Indebtedness shall be less than or equal
      to the principal amount then outstanding of the Series I Tranche A
      Exchange Notes being refinanced and (H) such Indebtedness may not be
      incurred if at the time of such refinancing a Default or Event of Default
      has occurred and is continuing or would result therefrom;

            (h) Indebtedness that arises from the refinancing from time to time
      by the Borrower of the Subordinated Notes and is subordinate to the
      Obligations (which, if required by the terms of any Indebtedness incurred
      pursuant to Section 7.01(g) above in connection with any refinancing of
      the Series I Tranche A Exchange Notes, shall include such refinancing
      Indebtedness); provided, however, that (i) such refinancing must be in
      whole and not in part, (ii) the weighted average interest rate applicable
      to such Indebtedness must be less than or equal to the interest rate
      applicable to the Subordinated Notes, (iii) no material terms applicable
      to such Indebtedness (including the subordination provisions thereof)
      shall be more favorable to the refinancing lenders than the terms that are
      applicable under the Subordinated Note Indenture prior to such
      refinancing, (iv) the weighted average life to maturity of such
      Indebtedness shall be greater than or equal to the weighted average life
      to maturity of the Subordinated Notes and the first scheduled principal
      payment in respect of such Indebtedness shall not be earlier than the
      first scheduled principal payment in respect of the Subordinated Notes,
      (v) such Indebtedness shall be Indebtedness of the Borrower, (vi) such
      Indebtedness shall be unsecured, (vii) the guarantees by the Guarantors of
      such Indebtedness shall be no more favorable to the refinancing lenders
      than the Subordinated Note Guarantees, (viii) the principal amount of such
      Indebtedness shall be less than or equal to the principal amount then
      outstanding of the Subordinated Notes and (ix) such Indebtedness may not
      be incurred if at the time of such refinancing a Default or Event of
      Default has occurred and is continuing or would result therefrom;

            (i) in the case of TAFSI, Indebtedness to the Borrower or any
      Guarantor, provided that the amount of all such Indebtedness does not
      exceed $3,000,000 in the aggregate at any time outstanding;

<PAGE>   87
                                                                              81


            (j) in the case of any Guarantor, Indebtedness to the Borrower, the
      other Guarantors or TAFSI, provided that TA Travel shall not permit to
      exist any Indebtedness to the Borrower, another Guarantor or TAFSI that is
      not permitted under Section 7.04(l);

            (k) in the case of the Borrower, Rate Protection Agreements;

            (l) in the case of the Guarantors, other unsecured Indebtedness in
      an aggregate principal amount at any time outstanding not in excess of
      $5,000,000;

            (m) in the case of the Borrower, Indebtedness to any of its
      subsidiaries;

            (n) in the case of the Borrower, Guarantees by the Borrower of
      obligations of its subsidiaries permitted pursuant to Section 7.03(a);

            (o) in the case of TA, Indebtedness assumed by it in connection with
      the Burns Acquisition, which Indebtedness exists on the Restatement
      Closing Date and is not created in contemplation of the Burns Acquisition
      and the consummation thereof, provided that the aggregate principal amount
      of such Indebtedness outstanding shall not at any time exceed $3,000,000
      (and any extensions, renewals, refinancings or replacements of such
      Indebtedness, in any such case, without any increase in the principal
      amount thereof);

            (p) in the case of any Guarantor, Indebtedness assumed by it in
      connection with the Additional Permitted Acquisition, which Indebtedness
      exists on the date on which the Additional Permitted Acquisition is
      consummated and is not created in contemplation of the Additional
      Permitted Acquisition and the consummation thereof, provided that the
      aggregate principal amount of such Indebtedness outstanding shall not at
      any time exceed $10,000,000 (and any extensions, renewals, refinancings or
      replacements of such Indebtedness, in any such case, without any increase
      in the principal amount thereof); and

            (q) Indebtedness of National represented by that certain Promissory
      Note dated September 1, 1998, made by National in favor of Mid California
      Auto/Truck Plaza, Inc. in an aggregate principal amount at any time
      outstanding not in excess of $4,919,350.

            SECTION 7.02. Liens. Create, incur, assume or permit to exist any
Lien on any property or assets (including stock or other securities of any
Person) now owned or hereafter acquired by it or on any income or revenues or
rights in respect of any thereof, except:

            (a) Liens on property or assets of the Borrower or any subsidiary
      thereof existing on March 21, 1997, and set forth on Schedule 7.02
      (including, to the extent any such Lien is the result of a lease, any
      extensions, renewals or replacements of such lease, provided that the
      annual lease payment under any such extension, renewal or replacement
      shall be no less than the fair market rental value of the leased property
      as of the date of such extension, renewal or replacement), provided that
      such Liens shall secure only those obligations that they secured on March
      21, 1997;

            (b) in the case of any Guarantor, any Lien existing on any property
      or asset prior to the acquisition thereof (by merger, consolidation, asset
      purchase or otherwise) by such Guarantor (including pursuant to the Burns
      Acquisition, a Permitted Business Acquisition or the Additional Permitted
      Acquisition) or existing at the time such Guarantor becomes a 

<PAGE>   88
                                                                              82


      subsidiary of the Borrower or another Guarantor pursuant to the Additional
      Permitted Acquisition, including any such Lien securing Indebtedness
      permitted under Section 7.01(o) or Section 7.01(p) but excluding any such
      Lien securing any other Indebtedness, provided that (i) such Lien is not
      created in contemplation of or in connection with such acquisition, (ii)
      such Lien does not extend to cover any other property or assets of such
      Guarantor as a result of or after giving effect to such acquisition or
      such Guarantor becoming a subsidiary of the Borrower or another Guarantor
      (except for additional property in the nature of improvements to property
      already subject to such Lien or additions to accounts receivable or
      inventory, as the case may be, already subject to such Lien) and (iii)
      such Lien does not (A) materially interfere with the use, occupancy and
      operation of any property, (B) materially reduce the fair market value of
      such property but for such Lien or (C) result in any material increase in
      the cost of operating, occupying or owning (or leasing) such property,
      provided further that a Guarantor may substitute for any property or asset
      subject to any such Lien securing Indebtedness permitted under Section
      7.01(o) or Section 7.01(p) other property or assets with a fair market
      value substantially the same as or less than the fair market value of the
      substituted property or assets (as determined in good faith by the
      Borrower's board of directors) and not otherwise subject to the Lien of a
      Loan Document, so long as (i) the property or asset for which such
      substitution is made is fully and effectively released from such Lien and
      (ii) the property or assets being subjected to such Lien are held by a
      Guarantor;

            (c) Liens for taxes, assessments or governmental charges not yet due
      and payable (or due and payable but not yet delinquent) or which are being
      contested in compliance with Section 6.03 or Section 6.12;

            (d) in the case of the Guarantors, carriers', warehousemen's,
      mechanics', materialmen's, repairmen's, landlord's or other like Liens
      arising in the ordinary course of business and securing obligations that
      are not due and payable or which are being contested in compliance with
      Section 6.03;

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

            (f) (i) in the case of the Guarantors, pledges and deposits to
      secure the performance of bids, trade contracts (other than for
      Indebtedness) leases, statutory obligations surety and appeal bonds,
      performance bonds and other obligations of a like nature incurred in the
      ordinary course of business and (ii) in the case of the Borrower and the
      Guarantors, pledges and deposits to secure Indebtedness permitted under
      Section 7.01(e);

            (g) in the case of the Guarantors, zoning restrictions, easements,
      rights-of-way, restrictions on use of real property and other similar
      encumbrances that do not materially impair the current use or the value of
      the property subject thereto;

            (h) in the case of the Guarantors, purchase money security interests
      in real property, improvements thereto or equipment hereafter acquired
      (or, in the case of improvements, constructed), provided that (i) such
      security interests secure Indebtedness permitted by Section 7.01(c), (ii)
      such security interests are incurred, and the Indebtedness secured thereby
      is created, within 90 days after such acquisition (or construction), (iii)
      the 

<PAGE>   89
                                                                              83


      Indebtedness secured thereby does not exceed 75% of the lesser of the cost
      or the fair market value of such real property, improvements or equipment
      at the time of such acquisition (or construction) and (iv) such security
      interests do not apply to any other property or assets;

            (i) Liens incurred in connection with Capital Lease Obligations
      permitted by Section 7.01(d), provided that such Liens do not extend to
      any other property or assets of such Person;

            (j) any Lien created under the Loan Documents;

            (k) the lease or sublease of retail space, office space or space for
      truck weigh stations at any Truckstop so long as (i) in the case of retail
      or office space either (A) the term of the lease or sublease does not
      exceed three years or (B) such lease or sublease does not result in the
      lease or sublease of real property of the Borrower or any of its
      subsidiaries in excess of 3,000 square feet at any one location to any one
      lessee or (ii) in the case of space leased or subleased for truck weigh
      stations, such lease or sublease does not result in the lease or sublease
      of real property of the Borrower or any of its Subsidiaries in excess of
      8,000 square feet at any one location to any one lessee;

            (l) the lease or sublease of retail space and office space at any
      Truckstop other than as described in clause (k) above, provided that (i)
      the lease with respect thereto shall (A) contain provisions consistent
      with and not in conflict with any term, condition, covenant or agreement
      contained in any Loan Document, (B) require the lessee to deliver estoppel
      certificates to the Collateral Agent in compliance with clause (iii)
      below, (C) provide that such lease is subject and subordinate in all
      respects to the applicable Mortgage and (D) constitute an "operating
      lease" (and not a financing lease) for all purposes, (ii) in each case,
      the Borrower shall have delivered to the Collateral Agent, reasonably in
      advance of the execution and delivery thereof, copies of such lease and
      all other agreements to be entered into by the Borrower or any of its
      subsidiaries in connection therewith, (iii) the Borrower shall have
      delivered to the Agent within 30 days of a request therefor by the
      Collateral Agent, an estoppel certificate of any lessee in form and
      substance satisfactory to the Agent, (iv) in each case, the Borrower
      shall, at its expense, take such action as shall be necessary or as shall
      be reasonably requested by the Collateral Agent to assign to the
      Collateral Agent, for the benefit of the Secured Parties, a perfected
      security interest in its rights under such lease and other agreements,
      including the execution, delivery and recording of an Assignment of Leases
      and Rents substantially in the form of Exhibit C, (v) after giving effect
      to the entering into of such lease, no Default or Event of Default shall
      have occurred and be continuing, (vi) promptly after execution of such
      lease, an executed copy of such lease and a certificate of an officer of
      the Borrower certifying that such lease complies with the provisions of
      this Section 7.02(l) shall be delivered to the Agent and (vii) the lease
      or sublease of such space: (A) shall not result in the representations and
      warranties contained in the related Mortgage or in this Agreement to be
      untrue, (B) shall not result in any material adverse effect on the value
      or operations of the related Mortgaged Property as a Truckstop, (C) shall
      have no effect on the Collateral Agent's Lien on the remaining Land under
      the related Mortgage, (D) shall not restrict ingress and egress to, the
      operation of or in any way interfere with the business currently conducted
      on the Mortgaged Property and (E) shall be done and conducted, as
      applicable, in accordance with all material laws, rules, regulations or
      statutes (including any zoning, building, Environmental and Safety Laws,
      ordinances, codes 

<PAGE>   90
                                                                              84


      or approvals or any building permits) or any restrictions of record or
      agreements affecting the Mortgaged Property;

            (m) Liens on the properties described on Schedule 7.03;

            (n) Liens on National's real property on which is located National's
      Truckstop in Santa Nella, CA; and

            (o) Liens on National's Certificate of Deposit, face amount of
      $4,919,350, County Bank of Los Angeles, CA (the "CBLA Certificate of
      Deposit") to secure Indebtedness permitted by Section 7.01(q), provided
      that the Borrower shall cause such Lien to be released and terminated (and
      shall provide to the Collateral Agent evidence, reasonably satisfactory to
      the Collateral Agent, of such release and termination) not later than the
      three-month anniversary of the Restatement Closing Date.

            SECTION 7.03. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any Person whereby it shall sell,
lease or transfer any property, real or personal, used or useful in the business
of the Borrower or its subsidiaries, whether now owned or hereafter acquired,
and thereafter rent or lease such property or other property that it intends to
use for substantially the same purpose or purposes as the property being sold,
leased or transferred (any such transaction, a "Sale and Lease-Back
Transaction"), other than (a) any Sale and Lease-Back Transactions involving the
properties described on Schedule 7.03, including any improvements to the
properties subject to such Sale and Lease-Back Transactions by such Person,
provided that the aggregate lease payments paid by the Borrower and its
subsidiaries with respect to such properties in any fiscal year shall not exceed
$6,000,000, or (b) any Sale and Lease-Back Transaction with respect to property
acquired by the Borrower or any subsidiary thereof following the Restatement
Closing Date, if such Sale and Lease-Back Transaction (i) involves a sale by the
Borrower or any subsidiary thereof for consideration equal to at least the
then-current fair market value of such property and (ii) results in a Capital
Lease Obligation or an operating lease permitted by Section 7.11, in either case
entered into to finance a Capital Expenditure permitted by Section 7.13
consisting of (A) the initial acquisition by the Borrower or such subsidiary of
the property sold or transferred in such Sale and Lease-Back Transaction or (B)
the development of a Truckstop on such property.

            SECTION 7.04. Investments, Loans and Advances. Purchase, hold or
acquire any capital stock, evidences of Indebtedness or other securities of,
make or permit to exist any loans or advances to, or make or permit to exist any
investment or any other interest in, any other Person, except:

            (a) in the case of the Borrower, investments by the Borrower in the
      capital stock of, and loans to, the Guarantors other than TA Travel and in
      promissory notes described in Section 7.04(e);

            (b) Permitted Investments;

            (c) in the case of the Guarantors, pledges and deposits permitted
      under subsection (f) of Section 7.02;

            (d) in the case of the Guarantors, loans or advances to employees in
      the ordinary course of business in an aggregate amount outstanding to any
      single employee at any time 

<PAGE>   91
                                                                              85


      not in excess of $10,000 (or, if and to the extent such loans or advances
      shall be used by such employees solely for relocation expenses, $100,000)
      and in an aggregate amount outstanding for all employees at any time not
      in excess of $1,000,000 (which loans and advances shall not be forgiven);

            (e) in the case of any Guarantor, promissory notes evidencing loans
      made by the Borrower to members of such Guarantor's management or the
      Institutional Investors to enable them to purchase shares of the
      Borrower's Common Stock, provided that (i) the amount loaned to any single
      member of management or any single Institutional Investor shall not exceed
      50% of the aggregate purchase price of the shares purchased by such member
      or Institutional Investor with the proceeds of any such loan, (ii) all the
      shares purchased by such member or Institutional Investor with the
      proceeds of any such loan shall be retained by such Guarantor for the
      benefit of the Secured Parties until such time as such loan shall have
      been repaid, (iii) the aggregate amount of all such loans outstanding at
      any time shall not exceed $1,500,000, (iv) such loans shall not be
      forgiven by the Borrower, (v) any shares purchased by any Institutional
      Investor with the proceeds of any such loan shall be resold to members of
      the Borrower's management as soon as such a resale may be consummated in
      accordance with applicable state and federal securities laws and (vi) any
      member of the Borrower's management who purchases shares pursuant to the
      preceding clause (v) shall assume all obligations under the loans the
      proceeds of which were used by such Institutional Investor to purchase
      such shares;

            (f) in the case of the Borrower, investments by the Borrower in the
      capital stock of, and loans to, TAFSI that are consistent with the
      limitations on the business of TAFSI set forth in Section 7.08;

            (g) in the case of the Borrower and the Guarantors other than TA
      Travel, investments in connection with (i) Permitted Business
      Acquisitions, it being understood that the aggregate purchase
      consideration paid in any such investment shall (A) constitute a Capital
      Expenditure during the period in which such investment occurs or (B) if
      and to the extent the Borrower and its subsidiaries are not permitted to
      incur additional Capital Expenditures under Section 7.13(a) at the time of
      such investment, constitute a Transition Capital Expenditure during the
      period in which such investment occurs or (ii) the Additional Permitted
      Acquisition, it being understood that (A) the Borrower and such Guarantors
      may fund up to $30,000,000 of the cash purchase price in connection with
      such acquisition from the Additional Reserve Amount deposited in the
      Collateral Account and the remainder of the cash purchase price from
      either their cash on hand and/or the proceeds of Revolving Credit
      Borrowings to the extent then available and (B) the Additional Permitted
      Acquisition shall not constitute a Capital Expenditure or Transition
      Capital Expenditure for purposes of Section 7.13, provided that the
      Borrower's investments permitted pursuant to this Section 7.04(g) shall be
      limited to investments in capital stock of, and other equity ownership
      interests in, the acquired entities and shall not include any operating
      assets;

            (h) intentionally omitted;

            (i) in the case of the Borrower, Rate Protection Agreements;

            (j) investments not otherwise permitted by this Section 7.04,
      including without limitation, in the case of the Guarantors and TAFSI,
      investments in any joint venture (any 

<PAGE>   92
                                                                              86


      such joint venture, a "Permitted Joint Venture"), so long as the amount of
      all such investments does not exceed $11,000,000 in the aggregate at any
      time outstanding and none of such investments is prohibited by the
      Subordinated Note Documents or any comparable documents entered into by
      the Borrower in connection with Subordinated Note Refinancing Indebtedness
      (except to the extent waived or consented to by holders of the
      Subordinated Notes or Subordinated Note Refinancing Indebtedness in
      accordance with the Subordinated Notes Documents or such comparable
      documents);

            (k) in the case of the Guarantors and TAFSI, intercompany loans and
      advances to TAFSI and the Guarantors other than TA Travel to the extent
      permitted under subsections (i), (j) and (m) of Section 7.01;

            (l) in the case of the Borrower and Guarantors other than TA Travel,
      investments by Borrower and such Guarantors in the membership interests
      of, and loans to, TA Travel, provided that (i) the aggregate amount of all
      investments by the Borrower and such Guarantors in TA Travel does not
      exceed $10,000,000 in the aggregate at any time outstanding, and (ii) such
      investments are to be used by TA Travel solely for the purchase, operation
      and maintenance of an airplane (or any airplane purchased in replacement
      thereof) owned by TA Travel (collectively, the "Airplane");

            (m) in the case of TA, the investment by TA in the Burns Network in
      connection with the Burns Acquisition and pursuant to the terms and
      conditions of the Burns Asset Purchase Agreement;

            (n) in the case of the Borrower, repurchases of Subordinated Notes
      to the extent permitted by clause (v) of Section 7.09(a); and

            (o) in the case of National, an investment in the CBLA Certificate
      of Deposit.

            SECTION 7.05. Mergers, Consolidations, Sales of Assets and
Acquisitions. Merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, assign,
lease, sublease or otherwise dispose of (in one transaction or in a series of
transactions) all or any substantial part of the assets (whether now owned or
hereafter acquired) or any capital stock of any Guarantor or TAFSI, or purchase,
lease or otherwise acquire (in one transaction or a series of transactions) all
or any substantial part of the assets of any other Person; provided, however,
that the foregoing shall not prohibit:

            (a) sales of Permitted Investments for cash;

            (b) sales, transfers and other dispositions of used or surplus
      equipment, vehicles and other assets in the ordinary course of business
      (to the extent that the Borrower shall have complied with the provisions
      of Section 2.13(b));

            (c) sales of inventory in the ordinary course of business;

            (d) sales, transfers and other dispositions of Truckstops and the
      related assets for at least the then-current fair market value of such
      assets (other than any such sales, transfers and other dispositions
      permitted under Section 7.05(g)), with the related Net Cash Proceeds being
      applied in accordance with the provisions of Section 2.13(b) and the
      definition of the 

<PAGE>   93
                                                                              87


      term "Prepayment Event", if (i) the aggregate number of Truckstops so
      sold, transferred or disposed of pursuant to this subsection (d) shall not
      exceed 10 since the Closing Date, (ii) the aggregate amount of Net Cash
      Proceeds received by the Borrower in respect of such sales, transfers and
      dispositions shall not exceed $30,000,000 since the Closing Date, (iii)
      the consideration received in any such transaction shall consist of
      immediately available funds in an amount equal to at least 75% of the
      then-current fair market value of the applicable asset(s) (with any
      instrument evidencing consideration other than immediately available funds
      being pledged to the Collateral Agent as Collateral pursuant to the Pledge
      Agreement), (iv) no Default or Event of Default shall have occurred and be
      continuing and no such event shall occur as the result of such proposed
      transaction and (v) prior to any such proposed transaction, the Agent and
      the Collateral Agent shall have received a certificate of a Financial
      Officer of the Borrower describing the proposed transaction (including the
      consideration to be received) and certifying as to the compliance with the
      foregoing provisions on a prospective basis;

            (e) sublicenses by the Borrower, any Guarantor or TAFSI to
      Franchisees and Network Operators, if any, of the trademarks and
      servicemarks owned by the Borrower, such Guarantor or TAFSI;

            (f) sales, transfers and other dispositions of any portion of a
      Mortgaged Property in connection with the development of such property as
      permitted in, and in accordance with, the provisions of Section 10 of the
      Guarantee Agreement;

            (g) sales, transfers and other dispositions of the parcels of real
      estate listed on Schedule 7.05(g) (which Schedule may be amended by the
      Borrower from time to time to substitute another parcel of real estate for
      any parcel of real estate that is then listed on such Schedule and has not
      been sold, transferred or otherwise disposed of on or prior to the date of
      such substitution) and the related Truckstop assets, with the related Net
      Cash Proceeds being applied in accordance with the provisions of Section
      2.13(b) and the definition of the term "Prepayment Event";

            (h) in the case of TAFSI and the Guarantors other than TA Travel,
      (i) the acquisition of assets from, or shares or other equity interests
      in, any Person in connection with a Permitted Business Acquisition, a
      Permitted Joint Venture or the Additional Permitted Acquisition, (ii) the
      merger of any Person with and into one of the Guarantors (other than TA
      Travel) as required by the definition of the term "Permitted Business
      Acquisition" or as permitted by the definition of the term "Additional
      Permitted Acquisition", (iii) the merger of one of the Guarantors (other
      than TA Travel) with and into any Person as permitted by the definition of
      the term "Additional Permitted Acquisition" and (iv) the merger of one
      such Guarantor with and into another such Guarantor (provided that (A) the
      Borrower provides the Agent and the Collateral Agent with at least 60 days
      prior notice, (B) the Borrower complies with all of its obligations under
      Section 6.10 and (C) immediately after giving effect thereto no Default or
      Event of Default shall have occurred or be continuing or would result
      therefrom);

            (i) leases permitted by Section 7.08;

            (j) sales, leases or other transfers of assets in connection with
      Sale and Lease-Back Transactions permitted by Section 7.03;

<PAGE>   94
                                                                              88


            (k) in the case of any Guarantor or TAFSI, any sale, transfer or
      other disposition of any asset to TAFSI or another Guarantor (other than
      TA Travel), as the case may be, provided that the aggregate fair market
      value of all assets transferred to TAFSI by the Guarantors does not exceed
      $3,000,000; or

            (l) in the case of TA, the acquisition of assets from Burns in
      connection with the Burns Acquisition, provided that such acquisition is
      consummated pursuant to the terms and conditions of the Burns Asset
      Purchase Agreement.

            SECTION 7.06. Dividends and Distributions. (a) Declare or pay
directly or indirectly, any dividend or make any other distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, with respect to any shares of its capital stock or directly
or indirectly redeem, purchase, retire or otherwise acquire for value any shares
of any class of its capital stock or set aside any amount for any such purpose;
provided, however, that (i) each of the Guarantors and TAFSI may declare and pay
dividends or make other distributions to the Borrower or another Guarantor and
(ii) so long as no Default or Event of Default shall have occurred and be
continuing or shall be caused thereby, the Borrower may declare and pay
dividends or make other distributions to repurchase or redeem Common Stock of
the Borrower (A) from officers, directors or employees of the Borrower who are
no longer employed by the Borrower, so long as the aggregate amount of such
dividends or other distributions paid (1) during any fiscal year or (2) since
the Closing Date shall not exceed the sum of $1,000,000 or $3,000,000,
respectively, plus, in each case, the proceeds of any resale of such Common
Stock or common stock, as the case may be, to other or new employees, directors
or officers of the Borrower made prior to or within 180 days after such
repurchases or redemptions and (B) from Operators, so long as the aggregate
amount of such repurchases since the Closing Date shall not exceed $15,000,000.

            (b) Permit its subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any such subsidiary to (i) pay any dividends or
make any other distributions on its capital stock or any other interest or (ii)
make or repay any loans or advances to the Borrower other than any (A)
consensual encumbrances or restrictions incurred as a result of the Tranche A
Exchange Note Purchase Agreements or the Subordinated Note Indenture and (B)
consensual encumbrances or restrictions that are incurred in connection with any
Tranche A Exchange Notes Refinancing Indebtedness or any Subordinated Note
Refinancing Indebtedness, provided that such encumbrances or restrictions are no
more onerous than the encumbrances and restrictions described in clause (A)
above.

            SECTION 7.07. Transactions with Affiliates. Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates, except
that the Borrower, TAFSI and each Guarantor may engage in any of the foregoing
transactions in the ordinary course of business at prices and on terms and
conditions no less favorable to the Borrower, TAFSI or such Guarantor, as the
case may be, than could be obtained on an arm's-length basis from unrelated
third parties, provided that the foregoing provisions shall not restrict (a) any
transaction listed on Schedule 7.07 or (b) any transaction with an Affiliate
expressly permitted by this Agreement (including transactions expressly
permitted by Section 7.02, 7.04, 7.05 or 7.06).

            SECTION 7.08. Business of Borrower, the Guarantors and TAFSI. (a) In
the case of the Borrower, engage at any time in any business or business
activity other than (A) the ownership of all the outstanding capital stock of
one of more Guarantors and of TAFSI, together with the 

<PAGE>   95
                                                                              89


activities directly related thereto, (B) the exercise of its rights and the
performance of its obligations under or contemplated by the Transaction
Documents and (C) actions required by law to maintain its status as a
corporation.

            (b) In the case of each Guarantor other than TA Travel, (i) engage
in any activities other than the business currently conducted by it, TA or
National and business activities reasonably incidental thereto (including the
operation of restaurants) or (ii) lease any Truckstop to a third-party operator,
or engage any third-party operator to operate any Truckstop, or otherwise cease
to conduct directly the operation of any Truckstop (other than in connection
with any sale, lease or other transfer of such Truckstop in accordance with
Section 7.05); provided, however, that such Guarantor may lease Truckstops to
creditworthy third-party operators with experience in the operation of similar
facilities who shall at the time become Franchisees if (A) in each case, the
lease shall (1) provide for payment of rent and all other material amounts
payable thereunder at rates at least equal to the fair market rental value as a
full-service truckstop facility (using for such purpose the highest number
resulting at the time from at least three standard methods of determining fair
market rental value), as of the date such lease is executed by such Guarantor,
of the entire premises covered by such lease for the term thereof, including any
renewal options, (2) require the lessee to use and operate the Truckstop in a
manner consistent with industry standards from time to time for the operation of
similar facilities and in any event in compliance with the applicable Franchise
Agreement as of the date such lease is executed by such Guarantor, (3) have a
term not longer than 10 years, provided that such lease may be renewed for a
period of up to 10 years, or successive periods of up to 10 years each, if such
lease shall provide for payment of rent and all other material amounts payable
thereunder at rates reasonably believed by such Guarantor, as of the date such
lease or renewal is entered into, to be the fair market rental value (determined
as aforesaid) of the entire premises covered by such lease for each such period,
(4) contain provisions consistent with and not in conflict with any term,
condition, covenant or agreement contained in any Loan Document, (5) require the
lessee to deliver estoppel certificates to the Collateral Agent in compliance
with clause (D) below, (6) provide that such lease is subject and subordinate in
all respects to the applicable Mortgage and may be terminated by such Guarantor
in case of default under or termination of the applicable Franchise Agreement
and (7) constitute an "operating lease" (not a financing lease) for all
purposes, (B) in each case, such Guarantor shall have delivered to the Agent,
reasonably in advance of the execution and delivery thereof, copies of such
lease and all other agreements to be entered into by such Guarantor in
connection therewith, (C) such Guarantor shall have delivered to the Agent
within 30 days of a request therefor by the Agent, an estoppel certificate of
any lessee in form and substance satisfactory to the Agent, (D) in each case,
such Guarantor shall, at its expense, take such action as shall be necessary or
as shall be reasonably requested by the Collateral Agent to assign to the
Collateral Agent, for the benefit of the Secured Parties, a perfected security
interest in its rights under such lease and other agreements, including the
execution, delivery and recording of an Assignment of Leases and Rents
substantially in the form of Exhibit C, (E) the Interest Expense Coverage Ratio
on the date of such lease for the period of four fiscal quarters ending with the
last full fiscal quarter immediately preceding such date (giving effect to the
entering into of such lease as if it had been entered into on the first day of
such period but without giving effect to any transfer to the lessee of the
obligation to make capital expenditures that were made by such Guarantor) shall
be equal to or greater than the Interest Expense Coverage Ratio for such period
(without giving effect to the entering into of such lease), (F) after giving
effect to the entering into of such lease, no Default or Event of Default shall
have occurred and be continuing and there shall have been no decrease in
Consolidated Net Worth, (G) the consideration received by such Guarantor from
the lessee in connection with such lease (including any franchise fee and
consideration from the sale of inventory or other assets relating to such
Truckstop) shall be paid in cash and, in the case of assets, shall equal 

<PAGE>   96
                                                                              90


the greater of (1) the then-current fair market value of such assets and (2) the
book value of such assets as reflected on such Guarantor's financial statements
at such time, (H) the lessee shall be an Accredited Lessee (as defined below),
(I) the lessee shall not be a lessee or operator of more than three other
Truckstops leased by the Guarantors pursuant to this Section 7.08 (provided that
no more than 10 persons may be lessee of more than one Truckstop leased pursuant
to this Section 7.08 and no more than five persons may be lessee of more than
two Truckstops leased pursuant to this Section 7.08), (J) such lease shall
prohibit the lessee from mortgaging such lessee's leasehold interest in the
Truckstop or such lease, (K) the rent payable at a fixed or contractual rate
under such lease shall equal or exceed 70% of the total rent payable under such
lease assuming such lease had been entered into on the first day of the period
of four consecutive fiscal quarters ending with the last full fiscal quarter
immediately preceding the date of such lease and (L) promptly after execution of
such lease, an executed copy of such lease and a certificate of an officer of
the Borrower certifying that such lease complies with the provisions of this
Section 7.08 shall be delivered to the Agent; provided, further, that such
Guarantor may (i) enter into extensions, renewals and replacements of leases
permitted pursuant to Section 7.02(a) and (ii) lease or sublease retail space
and office space at any Truckstop to the extent permitted pursuant to Section
7.02(k) and Section 7.02(l).

            For purposes of this Agreement, "Accredited Lessee" shall mean with
respect to a proposed lessee:

            (i) if the proposed lessee is a franchisee of any Guarantor and has,
      for at least two years prior to the proposed lease, been in compliance
      with all requirements of such lessee's franchise agreement or franchise
      agreements with such Guarantor,

                  (A) if such lessee is not a lessee of any other Truckstop
            pursuant to this Section 7.08, an "accredited investor" within the
            meaning of paragraph (a)(5), (a)(6) or (a)(8) of Rule 501 under the
            Securities Act of 1933, as amended,

                  (B) if such lessee is (after giving effect to the proposed
            lease) a lessee of two Truckstops pursuant to this Section 7.08, an
            "accredited investor" as aforesaid, except that for purposes of
            paragraph (a)(6) of said Rule 501, the individual and joint income
            requirements shall be $400,000 and $600,000, respectively, and

                  (C) if such lessee is (after giving effect to the proposed
            lease) a lessee of three Truckstops pursuant to this Section 7.08,
            an "accredited investor" as aforesaid, except that for purposes of
            paragraph (a)(5) of said Rule 501, the net worth requirement shall
            be $1,500,000 and for purposes of paragraph (a)(6) of said Rule
            5.01, the individual and joint income requirements shall be $600,000
            and $900,000, respectively; and

            (ii) if the proposed lessee is not a franchisee of any Guarantor or,
      if the proposed lessee is such a franchisee but has not been such for at
      least two years in compliance with such lessee's franchise agreement or
      franchise agreements as described in clause (i) above,

                  (A) if such lessee is not a lessee of any other Truckstop
            pursuant to this Section 7.08, an "accredited investor" within the
            meaning of paragraphs (a)(5) and (a)(6) of said Rule 501 or a
            partnership or other entity in which each of the equity owners
            constitutes an "accredited investor" within the meaning of both such
            paragraphs of said Rule,

<PAGE>   97
                                                                              91


                  (B) if such lessee is (after giving effect to the proposed
            lease) a lessee of two Truckstops pursuant to this Section 7.08, a
            person meeting the requirements of subclause (A) above, except that
            for purposes of paragraph (a)(6) of said Rule 501, the individual
            and joint income requirements shall be $400,000 and $600, 000,
            respectively, and

                  (C) if such lessee is (after giving effect to the proposed
            lease) a lessee of three Truckstops pursuant to this Section 7.08, a
            person meeting the requirements of subclause (A) above, except that
            for purposes of paragraph (a)(5) of said Rule 501, the net worth
            requirement shall be $1,500,000 and for purposes of paragraph (a)(6)
            of said Rule, the individual and joint income requirements shall be
            $600,000 and $900,000, respectively.

            (c) In the case of TAFSI, (i) engage in any activities other than
the franchising of auto/truckstops and activities incidental thereto in
accordance with its past practice, (ii) own or acquire any material assets
(other than assets under the Franchise Agreements) or (iii) incur any material
liabilities (other than liabilities under the Transaction Documents and
Franchise Agreements).

            (d) In the case of TA Travel, engage in any activities other than
the business of acquiring, operating and maintaining the Airplane, leasing the
Airplane to TA and entering into operating agreements with airplane charter
companies with respect to the operation of the Airplane from time to time.

            SECTION 7.09. Limitations on Debt Prepayments. (a) Optionally
prepay, repurchase or redeem or otherwise defease or segregate funds with
respect to any Indebtedness for borrowed money (including, in the case of the
Borrower, the Subordinated Notes and the Series I Tranche A Exchange Notes);
provided, however, that the foregoing shall not prevent the Borrower from (i)
making any payment pursuant to Section 2.12 or 2.13, (ii) refinancing of Series
I Tranche A Exchange Notes (or Tranche A Exchange Note Refinancing Indebtedness)
or the Subordinated Notes (or the Subordinated Note Refinancing Indebtedness)
pursuant to, and in accordance with, the provisions of Section 7.01(g) or
7.01(h), respectively (provided that, from and after any such refinancing, this
Section 7.09 shall apply to the Indebtedness incurred in connection with such
refinancing), (iii) prepaying or otherwise refinancing any Indebtedness
permitted pursuant to clauses (i), (j), (l), (m) or (q) of Section 7.01, (iv)
effecting the Series II Tranche A Exchange Note Refinancing or (v) prepaying,
repurchasing, redeeming or defeasing up to $15,000,000 aggregate principal
amount of the Subordinated Notes during the term of this Agreement (provided
that (i) the entire amount of such prepayment, repurchase, redemption or
defeasance during any fiscal year shall be funded solely from the sum of
(without duplication) (A) the 50% of Excess Cash Flow for the immediately
preceding fiscal year (beginning on or after January 1, 1999) that the Borrower
is not required pursuant to Section 2.13(c) to apply to prepay obligations
outstanding under this Agreement and the outstanding Series I Tranche A Exchange
Notes and (B) any portion of the amount available pursuant to the preceding
clause (A) with respect to any prior fiscal year (beginning on or after January
1, 1999) other than the immediately preceding fiscal year and not used prior to
the current fiscal year to fund the prepayment, repurchase, redemption or
defeasance of Subordinated Notes and (ii) immediately after giving effect
thereto no Default or Event of Default shall have occurred or be continuing or
would result therefrom).

<PAGE>   98
                                                                              92


            (b) Permit any amendment or modification to the terms of any
Subordinated Note, any Subordinated Note Guarantee or the Subordinated Note
Indenture if the effect of such amendment or modification is to impose
additional or increased scheduled or mandatory repayment, retirement, repurchase
or redemption obligations in respect of such Indebtedness or to require any
scheduled or mandatory payment to be made in respect of the Subordinated Notes
prior to the date that such payment would otherwise be due; or permit any
amendment or modification to the terms of the Series I Tranche A Exchange Notes
or the Tranche A Exchange Note Purchase Agreements unless made in compliance
with Section 7.04 of the Intercreditor Agreement (or the analogous provision, if
any, of any successor agreement).

            SECTION 7.10. Amendment of Certain Documents and Subordinated Notes.
Permit any termination of, or any amendment or modification that in the
reasonable judgment of the Agent is adverse in any material respect to the
Lenders to, (a) the Certificate of Incorporation (or Certificate of Formation)
of the Borrower, TAFSI or any Guarantor, (b) if applicable, the Bylaws of the
Borrower, TAFSI or any Guarantor, (c) the Subordinated Notes, the Subordinated
Guarantees and the Subordinated Note Indenture, (d) either Environmental
Agreement, (e) the Ancillary Agreements and (f) any Asset Purchase Agreement
without the prior written consent of the Required Lenders. Without limiting the
generality of the foregoing, with respect to the Subordinated Notes, the
Subordinated Guarantees and the Subordinated Note Indenture, it is understood
that (a) any increase in the interest, fees or other amounts payable in
connection therewith, (b) any amendment that imposes additional covenants or
events of default or makes more restrictive the covenants or events of default
contained therein and (c) any amendment that renders the subordination
provisions contained therein less favorable to the Lenders shall in each case
require the consent of the Required Lenders.

            SECTION 7.11. Limitation on Leases. Create or suffer to exist any
obligations on the part of the Borrower or any of its subsidiaries for the
payment of rents for any property under leases or agreements to lease, except,
in the case of any Guarantor:

            (a) (i) leases (other than leases of real property) of such
      Guarantor entered into in the ordinary course of business and in existence
      on March 21, 1997, having annual lease payments of less than $250,000 and
      (ii) leases of such Guarantor in existence on March 21, 1997, and listed
      on Schedule 7.11(a) (and, in each case, any extensions, renewals or
      replacements of such leases, provided that the annual lease payment under
      any such extension, renewal or replacement shall be no greater than the
      fair market rental value of the leased property, as of the date of such
      extension, renewal or replacement for the term of such extension, renewal
      or replacement);

            (b) operating leases entered into after March 21, 1997 by such
      Guarantor as lessee (i) in the ordinary course of business in a manner and
      to an extent consistent with historical practices of the networks of
      Truckstops operated by the Borrower's subsidiaries as of March 21, 1997
      and (ii) in connection with Sale and Lease-Back Transactions permitted by
      Section 7.03(b), provided that the aggregate annual lease payments under
      all leases described in this clause (b) shall not exceed $15,000,000;

            (c) Capital Lease Obligations incurred by such Guarantor to finance
      the acquisition of equipment and other property, provided that (i) the
      aggregate of (A) the aggregate annual rental payments in respect of all
      such Capital Lease Obligations and (B) any purchase money Indebtedness
      permitted pursuant to Section 7.01(c) shall not exceed $15,000,000 at 

<PAGE>   99
                                                                              93


      any time outstanding, (ii) each Capital Lease Obligation at the time of
      its incurrence shall have an average life to maturity greater than the
      average life to maturity of the outstanding Term Loans, (iii) none of the
      related leases shall contain financial covenants and (iv) for purposes of
      Section 7.13, the amount of such aggregate annual rental payments shall be
      deemed to be Capital Expenditures in the year in which they are incurred;

            (d) any fair market value leases entered into by TA or National in
      connection with the relocation of its offices; and

            (e) leases permitted pursuant to Section 7.03(a).

            SECTION 7.12. Subsidiaries. After giving effect to the Additional
Transactions, in the case of the Borrower, have any direct or indirect
subsidiaries other than (a) TA, National, TA Travel and TAFSI, (b) any other
direct or indirect wholly owned subsidiary of the Borrower that is organized
under the laws of a State within the United States and that becomes a Guarantor
pursuant to Section 6.10 and (c) any Permitted Joint Venture that is a direct or
indirect subsidiary of the Borrower. Each of TA, National and TAFSI shall remain
a wholly owned subsidiary of the Borrower and TA Travel shall remain a wholly
owned subsidiary of TA, provided that any Guarantor (other than TA Travel) may
be merged into another Guarantor (other than TA Travel) if such merger is
permitted by Section 7.05(h)(iv).

            SECTION 7.13. Capital Expenditures. (a) In the case of the Borrower
and its consolidated subsidiaries, permit Capital Expenditures during any fiscal
year, commencing with the fiscal year ending December 31, 1997, to exceed
$35,000,000; provided, however, that the amount of permitted Capital
Expenditures in any fiscal year shall be increased by (a) an amount equal to 50%
of the excess of (i) consolidated EBITDA for the immediately preceding fiscal
year over (ii) $70,000,000 and (b) the lesser of (i) 25% of the total amount of
permitted Capital Expenditures for the immediately preceding fiscal year
(including amounts permitted as a result of the application of clause (a) but
excluding any unused Capital Expenditures carried forward to such preceding
year) and (ii) the total amount of unused permitted Capital Expenditures for the
immediately preceding fiscal year (excluding any unused Capital Expenditures
carried forward to such preceding year). Notwithstanding the foregoing, the
aggregate amount of Capital Expenditures permitted in any fiscal year shall not
exceed $45,000,000.

            (b) In the case of the Borrower and its consolidated subsidiaries,
(i) permit Transition Capital Expenditures to exceed (A) during any fiscal year,
commencing with the fiscal year ending December 31, 1997, $50,000,000 or (B)
during the term of this Agreement, $160,000,000 or (ii) permit the aggregate
purchase consideration in connection with Permitted Business Acquisitions that,
pursuant to Section 7.04(g), constitutes a Transition Capital Expenditure to
exceed $25,000,000 during the term of this Agreement.

            SECTION 7.14. Consolidated Net Worth. Permit Consolidated Net Worth
at any time to be less than $90,000,000 plus, without duplication, (a) 50% of
Net Income for each fiscal quarter (beginning with the fiscal quarter ending
June 30, 1997) for which Net Income is positive, plus (b) 100% of the Net Cash
Proceeds of any primary offering of equity securities consummated by the
Borrower or any Guarantor after the Closing Date, plus (c) 100% of any capital
contribution made to the Borrower or any Guarantor after the Closing Date by any
holder of their respective capital stock, minus (d) amounts paid to repurchase
or redeem Common Stock of the Borrowers from Operators as permitted by Section
7.06(a)(ii).

<PAGE>   100
                                                                              94


            SECTION 7.15. Current Ratio. Permit on the last day of any fiscal
quarter the Current Ratio to be less than 1.00 to 1.00.

            SECTION 7.16. Interest Expense Coverage Ratios. (a) Permit the
Interest Expense Coverage Ratio for any fiscal year ending on a date set forth
below to be less than the ratio set forth opposite such date:

Fiscal Year:                              Ratio:
-----------                               -----
December 31, 1998                         1.75
December 31, 1999                         2.00
December 31, 2000                         2.25
December 31, 2001                         2.50
December 31, 2002                         2.75
December 31, 2003                         3.00
December 31, 2004, and thereafter         3.25

            (b) Incur Indebtedness if, after giving effect to the incurrence of
such Indebtedness, the ratio of EBITDA to Cash Interest Expense determined on
the last day of the most recently completed period of four consecutive fiscal
quarters for such period, as if such Indebtedness had been incurred at the
beginning of such period, would be less than 1.00 to 1.00.

            SECTION 7.17. Leverage Ratio. Permit the Leverage Ratio on any date
during any fiscal quarter ending on the last day of or during any period
indicated below to be in excess of the ratio set forth opposite such period:


From and Including:      To and Including:                 Ratio:
------------------       ----------------                  -----
July 1, 1998             December 31, 1998                 5.25  to 1.00
January 1, 1999          December 31, 1999                 4.75  to 1.00
January 1, 2000          December 31, 2000                 4.50  to 1.00
January 1, 2001          December 31, 2001                 3.75  to 1.00
January 1, 2002          December 31, 2002                 3.25  to 1.00
January 1, 2003          December 31, 2003, and thereafter 3.00  to 1.00

<PAGE>   101
                                                                              95


                                  ARTICLE VIII

                                Events of Default

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

            (a) any representation or warranty made or deemed made in any Loan
      Document or any amendment or modification thereof or waiver thereunder, or
      any representation, warranty, statement or information contained in any
      report, certificate, financial statement or other instrument furnished
      pursuant any Loan Document or any amendment or modification thereof or
      waiver thereunder, shall prove to have been false or misleading in any
      material respect when so made, deemed made or furnished;

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

            (c) default shall be made in the payment of any interest on any Loan
      or Swingline Loan or any Fee or any other amount (other than an amount
      referred to in (b) above) due under any Loan Document, when and as the
      same shall become due and payable, and such default shall continue
      unremedied for a period of three Business Days;

            (d) default shall be made in the due observance or performance by
      the Borrower of any covenant, condition or agreement contained in Section
      2.12(d), 2.13(b), 6.01, 6.05, 6.08, 6.11, 6.12, 6.13, Section 9 or 10 of
      the Guarantee Agreement or in Article VII (other than Section 7.02);

            (e) default shall be made in the due observance or performance by
      the Borrower, any Guarantor or TAFSI of any covenant, condition or
      agreement contained in any Loan Document (other than those defaults
      specified in (b), (c) or (d) above) and such default shall continue
      unremedied for a period of the earlier of (i) 30 days after an executive
      officer of the Borrower, such Guarantor or TAFSI first becomes aware or
      should have become aware thereof and (ii) 15 days after notice thereof
      from the Agent or any Lender to the Borrower, such Guarantor or TAFSI, as
      applicable;

            (f) the Borrower or any of its subsidiaries shall (i) fail to pay
      any principal or interest, regardless of amount, due in respect of any
      Indebtedness in a principal amount in excess of $2,000,000, when and as
      the same shall become due and payable (after giving effect to any
      applicable grace period) or (ii) fail to observe or perform any other
      term, covenant, condition or agreement contained in any agreement or
      instrument evidencing or governing any such Indebtedness (after giving
      effect to any applicable grace period) if the effect of any failure
      referred to in this clause (ii) is to cause, or to permit the holder or
      holders of such Indebtedness or a trustee on its or their behalf (with or
      without the giving of notice, the lapse of time or both) to cause, such
      Indebtedness to become due prior to its stated maturity;

            (g) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed in a court of competent jurisdiction seeking (i)
      relief in respect of the Borrower or 

<PAGE>   102
                                                                              96


      any of its subsidiaries, or of a substantial part of the property or
      assets of the Borrower or any of its subsidiaries, under Title 11 of the
      United States Code, as now constituted or hereafter amended, or any other
      Federal or state bankruptcy, insolvency, receivership or similar law, (ii)
      the appointment of a receiver, trustee, custodian, sequestrator,
      conservator or similar official for the Borrower or any of its
      subsidiaries or for a substantial part of the property or assets of the
      Borrower or any of its subsidiaries or (iii) the winding-up or liquidation
      of the Borrower or any of its subsidiaries and such proceeding or petition
      shall continue undismissed for 30 days or an order or decree approving or
      ordering any of the foregoing shall be entered;

            (h) the Borrower or any of its subsidiaries shall (i) voluntarily
      commence any proceeding or file any petition seeking relief under Title 11
      of the United States Code, as now constituted or hereafter amended, or any
      other Federal or state bankruptcy, insolvency, receivership or similar
      law, (ii) consent to the institution of, or fail to contest in a timely
      and appropriate manner (but within 30 days in any event), any proceeding
      or the filing of any petition described in paragraph (g) above, (iii)
      apply for or consent to the appointment of a receiver, trustee, custodian,
      sequestrator, conservator or similar official for the Borrower or any of
      its subsidiaries or for a substantial part of the property or assets of
      the Borrower or any of its subsidiaries, (iv) file an answer admitting the
      material allegations of a petition filed against it in any such
      proceeding, (v) make a general assignment for the benefit of creditors,
      (vi) become unable, admit in writing its inability or fail generally to
      pay its debts as they become due or (vii) take any action for the purpose
      of effecting any of the foregoing;

            (i) one or more judgments for the payment of money in an aggregate
      amount in excess of $2,000,000 (to the extent not covered by insurance)
      shall be rendered against the Borrower, TAFSI or any Guarantor or any
      combination thereof and the same shall remain undischarged for a period of
      30 consecutive days during which execution shall not be effectively
      stayed, or any action shall be legally taken by a judgment creditor to
      levy upon assets or properties of the Borrower, TAFSI or any Guarantor to
      enforce any such judgment;

            (j) a Reportable Event or Reportable Events, or a failure to make a
      required installment or other payment (within the meaning of Section
      412(n)(1) of the Code), shall have occurred with respect to any Plan or
      Plans that reasonably could be expected to result in liability of the
      Borrower, TAFSI, any Guarantor or any ERISA Affiliate to the PBGC or to a
      Plan in an aggregate amount exceeding $2,000,000 and, within 30 days after
      the reporting of any such Reportable Event to the Agent or after the
      receipt by the Agent of the statement required pursuant to Section
      6.06(b)(iii), the Agent shall have notified the Borrower in writing that
      (i) the Required Lenders have reasonably determined that, on the basis of
      such Reportable Event or Reportable Events or the failure to make a
      required payment, there are reasonable grounds (A) for the termination of
      such Plan or Plans by the PBGC, (B) for the appointment by the appropriate
      United States District Court of a trustee to administer such Plan or Plans
      or (C) for the imposition of a lien in favor of a Plan and (ii) as a
      result thereof an Event of Default exists hereunder; or a trustee shall be
      appointed by a United States District Court to administer any such Plan or
      Plans; or the PBGC shall institute proceedings to terminate any Plan or
      Plans;

            (k) (i) the Borrower, any Guarantor, TAFSI or any ERISA Affiliate
      shall have been notified by the sponsor of a Multiemployer Plan that it
      has incurred Withdrawal Liability to such Multiemployer Plan, (ii) the
      Borrower, such Guarantor, TAFSI or such ERISA Affiliate

<PAGE>   103
                                                                              97


      does not have reasonable grounds for contesting such Withdrawal Liability
      or is not in fact contesting such Withdrawal Liability in a timely and
      appropriate manner and (iii) the amount of the Withdrawal Liability
      specified in such notice, when aggregated with all other amounts required
      to be paid to Multiemployer Plans in connection with Withdrawal
      Liabilities (determined as of the date or dates of such notification),
      either (A) is $2,000,000 or more and the Required Lenders have reasonably
      determined that the Borrower, such Guarantor, TAFSI or such ERISA
      Affiliate will not be able to make the payments required in connection
      with such Withdrawal Liability or (B) is less than $2,000,000 and any
      payment due as a result of such liability remains unpaid 30 days after
      such payment is due;

            (l) the Borrower, any Guarantor, TAFSI or any ERISA Affiliate shall
      have been notified by the sponsor of a Multiemployer Plan that such
      Multiemployer Plan is in reorganization or is being terminated, within the
      meaning of Title IV of ERISA, if solely as a result of such reorganization
      or termination the aggregate annual contributions of the Borrower, each
      Guarantor, TAFSI and each ERISA Affiliate to all Multiemployer Plans that
      are then in reorganization or have been or are being terminated have been
      or will be increased over the amounts required to be contributed to such
      Multiemployer Plans for their most recently completed plan years by an
      amount exceeding $2,000,000 and the Required Lenders have reasonably
      determined that the Borrower, such Guarantor, Holdings, TAFSI or such
      ERISA Affiliate will not be able to make the payments required in
      connection with such contribution;

            (m) there shall have occurred a Change in Control;

            (n) any material security interest purported to be created by any
      Security Document shall cease to be, or shall be asserted by the Borrower,
      any Guarantor or TAFSI not to be, a valid, perfected, first priority
      (except as otherwise expressly provided in this Agreement or such Security
      Document) security interest in the securities, assets or properties
      covered thereby, except to the extent that any such loss of perfection or
      priority results from the failure of the Collateral Agent to maintain
      possession of certificates representing securities pledged under the
      Pledge Agreement (except to the extent that such loss is covered by a
      lender's title insurance policy and the related insurer promptly after
      such loss shall have acknowledged in writing that such loss is covered by
      such title insurance policy);

            (o) any Loan Document shall not be for any reason or shall be
      asserted by the Borrower, any Guarantor or TAFSI not to be in full force
      and effect and enforceable in all material respects in accordance with its
      terms;

            (p) the Obligations and the guarantees thereof pursuant to the
      Guarantee Agreement shall cease to constitute, or shall be asserted by the
      Borrower or any Guarantor not to constitute, senior indebtedness under the
      subordination provisions of the Subordinated Notes, the Subordinated
      Guarantees and the Subordinated Note Indenture (or the provisions of the
      Subordinated Note Refinancing Indebtedness) or such subordination
      provisions shall be invalidated or otherwise cease to be a legal, valid
      and binding obligation of the parties thereto, enforceable in accordance
      with its terms; or

            (q) any material provision of the Guarantee Agreement or any Loan
      Document shall cease to be in full force and effect and enforceable in
      accordance with its terms for any reason whatsoever or any Guarantor or
      TAFSI shall contest or deny in writing the validity or 

<PAGE>   104
                                                                              98


      enforceability of any of its obligations under the Guarantee Agreement or
      any other Loan Document, as applicable, or the Obligations hereunder shall
      cease to be entitled to the benefits of any Security Document, this
      Agreement or the Intercreditor Agreement for any reason whatsoever;

then, and in every such event (other than an event with respect to the Borrower
or any of its subsidiaries described in paragraph (g) or (h) above), and at any
time thereafter during the continuance of such event, the Agent may and, at the
request of the Required Lenders, shall (subject to the terms of the
Intercreditor Agreement, as long as any Series I Tranche A Exchange Notes are
outstanding), by notice to the Borrower, take any of or all the following
actions, at the same or different times: (i) terminate forthwith the Commitments
and the LC Commitment, (ii) declare the Loans and the Swingline Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans and the Swingline Loans so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and
all other liabilities of the Borrower accrued hereunder and under any other Loan
Document, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by the Borrower, anything contained herein or in any other Loan Document
to the contrary notwithstanding, (iii) require cash collateral as contemplated
by Section 3.06 and (iv) exercise any remedies available under any Loan Document
or otherwise; and in any event with respect to the Borrower or any of its
subsidiaries described in paragraph (g) or (h) above, the Commitments and the LC
Commitment shall automatically terminate and the principal of the Loans and the
Swingline Loans then outstanding, together with accrued interest thereon and any
unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder
and under any other Loan Document, shall automatically become due and payable,
without presentment, demand, protest or any other notice of any kind, all of
which are hereby expressly waived by the Borrower, anything contained herein or
in any other Loan Document to the contrary notwithstanding.

            Notwithstanding the foregoing, in the event that a nonpayment
default under paragraph (a), (d), or (e) above is solely the result of any
Network Operator's failure to perform its obligations to any Guarantor pursuant
to any operating lease with such Guarantor permitted by Section 7.08, then, so
long as (i) there shall not be a similar failure by more than two other Network
Operators and (ii) such Guarantor has rights against such Network Operator
(including compelling such Network Operator to cure such default, exercising its
self-help remedies as landlord under such operating lease or terminating such
operating lease and taking possession of the premises within the time for cure
as provided herein) and the Agent, in its reasonable judgment, is satisfied that
such Guarantor is diligently and with best efforts prosecuting such enforcement
until cure of such default, no Event of Default shall be deemed to have occurred
hereunder with respect thereto.

                                   ARTICLE IX

                                    The Agent

            In order to expedite the transactions contemplated by this
Agreement, The Chase Manhattan Bank is hereby appointed to act as Agent (which
term for purposes of this Article shall be deemed to refer to the Agent and the
Collateral Agent) on behalf of the Fronting Bank, the Swingline Lender and the
Lenders. Each of the Lenders, and each subsequent holder of any Loan by its
acceptance thereof, the Fronting Bank and the Swingline Lender hereby
irrevocably authorize the Agent to take such actions on their behalf and to
exercise such powers as are specifically delegated to

<PAGE>   105
                                                                              99


the Agent by the terms and provisions hereof and of the other Loan Documents,
together with such actions and powers as are reasonably incidental thereto. The
Agent is hereby expressly authorized by the Lenders, the Fronting Bank and the
Swingline Lender, without hereby limiting any implied authority, (a) to receive
on behalf of the Lenders, the Fronting Bank and the Swingline Lender all
payments of principal of and interest on the Loans, the Swingline Loans and LC
Disbursements and all other amounts due to the Lenders, the Fronting Bank and
the Swingline Lender hereunder, and promptly to distribute to each Lender, the
Fronting Bank and the Swingline Lender its proper share of each payment so
received; (b) to give notice on behalf of each of the Lenders to the Borrower of
any Event of Default specified in this Agreement of which the Agent has actual
knowledge acquired in connection with its agency hereunder; and (c) to promptly
distribute to each Lender and the Fronting Bank copies of all notices, financial
statements and other materials delivered by the Borrower and the Guarantors
pursuant to this Agreement as received by the Agent (including notices of an
occurrence of any Event of Default).

            Neither the Agent nor any of its directors, officers, employees or
agents shall be liable as such for any action taken or omitted by any of them
except for its, his or her own gross negligence or wilful misconduct, or be
responsible for any statement, warranty or representation herein or the contents
of any document delivered in connection herewith, or be required to ascertain or
to make any inquiry concerning the performance or observance by the Borrower,
TAFSI or any Guarantor of any of the terms, conditions, covenants or agreements
contained in any Loan Document. The Agent shall not be responsible to the
Lenders or the Fronting Bank or the Swingline Lender for the due execution,
genuineness, validity, enforceability or effectiveness of this Agreement or any
other Loan Documents or other instruments or agreements. The Agent shall in all
cases be fully protected in acting, or refraining from acting, in accordance
with written instructions signed by the Required Lenders and, except as
otherwise specifically provided herein, such instructions and any action or
inaction pursuant thereto shall be binding on all the Lenders and the Fronting
Bank. The Agent shall, in the absence of knowledge to the contrary, be entitled
to rely on any instrument or document believed by it in good faith to be genuine
and correct and to have been signed or sent by the proper Person or Persons.
Neither the Agent nor any of its directors, officers, employees or agents shall
have any responsibility to the Borrower, any Guarantor or TAFSI on account of
the failure of or delay in performance or breach by any Lender, the Fronting
Bank or the Swingline Lender of any of its obligations hereunder or to any
Lender or to the Fronting Bank or to the Swingline Lender on account of the
failure of or delay in performance or breach by any other Lender or the Fronting
Bank or the Borrower, TAFSI or any Guarantor of any of their respective
obligations hereunder or under any other Loan Document or in connection herewith
or therewith. The Agent may execute any and all duties hereunder by or through
agents or employees and shall be entitled to rely upon the advice of legal
counsel selected by it with respect to all matters arising hereunder and shall
not be liable for any action taken or suffered in food faith by it in accordance
with the advice of such counsel.

            The Lenders, the Fronting Bank and the Swingline Lender hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
unless it shall be requested in writing to do so by the Required Lenders.

            Subject to the appointment and acceptance of a successor Agent as
provided below, the Agent may resign at any time by notifying the Lenders, the
Fronting Bank, the Swingline Lender and the Borrower. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have

<PAGE>   106
                                                                             100


accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders and
the Fronting Bank, appoint a successor Agent, which shall be a bank with an
office in New York, New York, having a combined capital and surplus of at least
$500,000,000 or an Affiliate of any such bank. Upon the acceptance of any
appointment as Agent hereunder by a successor bank, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Agent and the retiring Agent shall be discharged from its duties and
obligations hereunder. After the Agent's resignation hereunder, the provisions
of this Article and Sections 6.12(d) and 10.05 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Agent.

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

            Each Lender, the Fronting Bank, and the Swingline Lender agree (a)
to reimburse the Agent, on demand, in the amount of its pro rata share (based on
its Commitment hereunder) of any expenses incurred for the benefit of the
Lenders, the Fronting Bank and the Swingline Lender by the Agent, including
counsel fees and compensation of agents and employees paid for services rendered
on behalf of the Lenders, the Fronting Bank and the Swingline Lender, that shall
not have been reimbursed by the Borrower and (b) to indemnify and hold harmless
the Agent and any of its directors, officers, employees or agents, on demand, in
the amount of such pro rata share, from and against any and all liabilities,
taxes, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against it in its capacity as the Agent or
any of them in any way relating to or arising out of this Agreement or any other
Loan Document or any action taken or omitted by it or any of them under this
Agreement or any other Loan Document, to the extent the same shall not have been
reimbursed by the Borrower, provided that no Lender shall be liable to the Agent
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or wilful misconduct of the Agent or any of its directors,
officers, employees or agents.

            Each Lender, the Fronting Bank and the Swingline Lender acknowledge
that they have, independently and without reliance upon the Agent, any other
Lender, the Fronting Bank or the Swingline Lender and based on such documents
and information as they have deemed appropriate, made their own credit analysis
and decision to enter into this Agreement and the Intercreditor Agreement. Each
Lender, the Fronting Bank and the Swingline Lender also acknowledge that they
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as they shall from time to time deem
appropriate, continue to make their own decisions in taking or not taking action
under or based upon this Agreement or any other Loan Document, any related
agreement or any document furnished hereunder or thereunder.

<PAGE>   107
                                                                             101


                                    ARTICLE X

                                  Miscellaneous

            SECTION 10.01. Notices. Notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed or sent by telex, graphic scanning or other telegraphic
communications equipment of the sending party, as follows:

            (a) If to the Borrower, TAFSI or any Guarantor, at 24601 Center
      Ridge Road, Suite 200, Westlake, Ohio 44145-5634, Attention of Edwin P.
      Kuhn, President and CEO (Telecopy No. (440) 808-3301); with a copy to The
      Clipper Group, L.P., 650 Madison Avenue, 9th Floor, New York, New York
      10022, Attention of Rowan G.P. Taylor (Telecopy No. (212) 940-6055); with
      a copy to Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the
      Americas, New York, New York 10019, Attention of Valerie E. Radwaner, Esq.
      (Telecopy No. (212) 757-3990).

            (b) If to the Agent, the Swingline Agent or the Fronting Bank, at
      270 Park Avenue, 10th Floor, New York, New York 10017, Attention of
      William J. Caggiano (Telecopy No. (212) 972-0009); with a copy to The
      Chase Manhattan Bank Loan and Agency Services Group, One Chase Manhattan
      Plaza, New York, NY 10081, Attention of Nathaniel Spivey (Telecopy No.
      (212) 552-5662).

            (c) If to a Lender, at its address (or telecopy number) set forth on
      Schedule 2.01 or in the Assignment and Acceptance pursuant to which such
      Lender shall have become a party hereto.

            All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt if delivered by hand or overnight courier service
or sent by telecopy or other telegraphic communications equipment of the sender,
or on the date five Business Days after dispatch by certified or registered mail
if mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 10.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 10.01.
The Agent shall deliver a copy of each Administrative Questionnaire received by
it to the Borrower.

            SECTION 10.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower, each Guarantor and TAFSI
herein and/or in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the Lenders, the Fronting Bank and the
Swingline Lender and shall survive the making by the Lenders of the Loans, the
making by the Swingline Lender of the Swingline Loans and the issuance of
Letters of Credit by the Fronting Bank regardless of any investigation made by
the Lenders, the Fronting Bank and the Swingline Lender or on their behalf, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or Swingline Loan or any Fee or any other amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid or any Letter of Credit is outstanding and so long as the Commitments and
the LC Commitment have not been terminated.

<PAGE>   108
                                                                             102


            SECTION 10.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower, the Agent, the Fronting Bank
and the Swingline Lender and when the Agent shall have received copies hereof
that, when taken together, bear the signatures of each Lender, and thereafter
shall be binding upon and inure to the benefit of the Borrower, the Agent, the
Fronting Bank, the Swingline Lender and each Lender and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior consent of
all the Lenders.

            SECTION 10.04. Successors and Assigns. (a) Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Borrower, the Agent, the Fronting
Bank, the Swingline Lender or the Lenders that are contained in this Agreement
shall bind and inure to the benefit of their respective successors and assigns.

            (b) Each Lender may assign to one or more assignees all or a portion
of its interests, rights and obligations under this Agreement and the
Intercreditor Agreement (including all or a portion of its Commitments and the
Loans at the time owing to it); provided, however, that (i) except in the case
of (A) any assignment to a Lender or an Affiliate of such Lender or, in the case
of a non-bank Lender, a Person under common management with such Lender or (B)
any assignment to an assignee reasonably acceptable to the Borrower (it being
understood that any Lender shall be deemed to be acceptable to the Borrower for
purposes of this clause) if such assignment was requested by any Governmental
Authority having jurisdiction over the assigning Lender, the Borrower (the
consent of which shall not be unreasonably withheld, it being understood that it
would be reasonable for the Borrower to withhold such consent in the case of any
assignment that would have the result of increasing the number of Lenders) and,
if any such assignment includes all or a portion of any Lender's Revolving
Credit Commitment, each of the Agent and the Fronting Bank, must give their
prior written consent to such assignment, (ii) the amount of the Commitment of
the assigning Lender subject to each such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is delivered to
the Agent) shall not be less than $5,000,000 (or (i) if the amount of the
assigning Lender's Commitment is less than $5,000,000, an amount equal to the
amount of such Commitment or (ii) in the case of an assignment by a non-bank
Lender to a Person under common management with such non-bank Lender, in an
amount not less than $1,000,000), (iii) the parties to each such assignment
shall execute and deliver to the Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 and (iv) the assignee, if it
shall not be a Lender, shall deliver to the Agent an Administrative
Questionnaire. Upon acceptance and recording pursuant to paragraph (e) of this
Section 10.04, from and after the effective date specified in each Assignment
and Acceptance, which effective date shall be at least five Business Days after
the execution thereof (unless waived by the Agent), (i) the assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a Lender under
this Agreement and the Intercreditor Agreement and (ii) the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement and the
Intercreditor Agreement (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement and the Intercreditor Agreement, such Lender
shall cease to be a party hereto and to the Intercreditor Agreement but shall
continue to be entitled to the benefits of Sections 6.12(d) and 10.05 and, with
respect only to liabilities of the Borrower thereunder to such Lender that have
accrued or otherwise arise by reason of circumstances or events prior to the
assignment of its rights and obligations 

<PAGE>   109
                                                                             103


hereunder, Sections 2.14, 2.16 and 2.20, as well as to any Fees accrued for its
account and not yet paid).

            (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Commitments and LC Commitment, and the outstanding balances of its Term
Loans and Revolving Credit Loans, in each case without giving effect to
assignments thereof that have not become effective, are as set forth in such
Assignment and Acceptance; (ii) except as set forth in clause (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower, any Guarantor or TAFSI or
the performance or observance by the Borrower, any Guarantor or TAFSI of any of
its obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement and the Intercreditor Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.04 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the Intercreditor
Agreement; (vi) such assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
as are delegated to the Agent by the terms hereof, together with such powers as
are reasonable incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all the obligations that by the terms of
this Agreement and the Intercreditor Agreement are required to be performed by
it as a Lender.

            (d) The Agent shall maintain at one of its offices in The City of
New York a copy of each Assignment and Acceptance delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitments and LC Commitment of, and principal amount of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive in the absence of manifest error and
the Borrower, the Agent, the Fronting Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower, the Fronting Bank, and any Lender, at any
reasonable time and from time to time upon reasonable prior notice. No
assignment pursuant to this Section 10.04 shall be effective unless and until it
has been recorded in the Register as provided in this clause (d).

            (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and the written consent of the Agent to such assignment, the Agent
shall (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the

<PAGE>   110
                                                                             104


Register and (iii) give prompt notice thereof to the Lenders, the Fronting Bank
and the Swingline Lender.

            (f) Each Lender may without the consent of the Borrower or the Agent
sell participations to one or more banks or other entities in all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitments and the Loans owing to it); provided, however, that (i) such
Lender's obligations under this Agreement and the Intercreditor Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the participating
banks or other entities shall be entitled to the benefit of the cost protection
provisions contained in Sections 2.14, 2.16 and 2.20 to the same extent as if
they were Lenders, provided that the Borrower shall not be required to reimburse
the participating lenders or other entities pursuant to Section 2.14, 2.16 or
2.20 in an amount that exceeds the amount that would have been payable
thereunder to such Lender had such Lender not sold such participation and (iv)
the Borrower, the Agent, the Fronting Bank, the Swingline Lender and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
the Intercreditor Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrower relating to the Loans or LC
Disbursements and to approve any amendment, modification or waiver of any
provision of this Agreement (provided that the participating bank or other
entity may be provided with the right to approve amendments, modifications or
waivers affecting it with respect to (A) any decrease in the Fees payable
hereunder with respect to Loans in which the participating bank or other entity
has purchased a participation, (B) any change in the amount of principal of, or
decrease in the rate at which interest is payable, on the Loans in which the
participating bank or other entity has purchased a participation, (C) any
extension of the dates fixed for scheduled payments of principal of or interest
on the Loans in which the participating bank or other entity has purchased a
participation or (D) any release of all or substantially all the Collateral).

            (g) Any Lender or participant may, in connection with any assignment
or participation or proposed assignment or participation pursuant to this
Section 10.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower, each Guarantor and TAFSI
furnished to such Lender by or on behalf of the Borrower, any Guarantor or
TAFSI, provided that, prior to any such disclosure of information designated by
the Borrower, any Guarantor or TAFSI as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential information on
terms no less restrictive than those applicable to the Lenders pursuant to
Section 10.17.

            (h) In the event that Standard & Poor's, Moody's, and Thompson's
BankWatch shall, after the date that any Lender becomes a Revolving Lender,
downgrade the long-term certificate of deposit ratings of such Lender, and the
resulting ratings shall be BBB+ or lower, Baa1 or lower and BBB+ or lower, then
the Fronting Bank shall have the right, but not the obligation, at its own
expense, upon notice to such Lender and the Agent, to replace (or to request the
Borrower to use its reasonable efforts to replace) such Lender with an assignee
(in accordance with and subject to the restrictions contained in paragraph (b)
above), and such Lender hereby agrees to transfer and assign without
representation, warranty or recourse (in accordance with and subject to the
restrictions contained in paragraph (b) above) all its interests, rights and
obligations in respect of its Revolving Credit Commitment to such assignee;
provided, however, that (i) no such assignment shall conflict with any law, rule
and regulation or order of any Governmental Authority and (ii) the Fronting Bank
or such assignee, as the case may be, shall pay to such Lender in immediately
available funds on the 

<PAGE>   111
                                                                             105


date of such assignment the principal of and interest accrued to the date of
payment on the Loans made by such Lender hereunder and all other amounts accrued
for such Lender's account or owed to it hereunder.

            (i) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

            (j) The Borrower shall not assign or delegate any of its rights or
duties hereunder without the prior written consent of the Agent, the Fronting
Bank, the Swingline Lender and each Lender. Except as provided in Section 3.09
and Section 2.21, respectively, neither the Fronting Bank nor the Swingline
Lender may assign or delegate any of its respective rights and duties hereunder
without the prior written consent of the Borrower and Agent.

            SECTION 10.05. Expenses; Indemnity. (a) The Borrower agrees to pay
all out-of-pocket expenses incurred by the Agent, the Fronting Bank, the
Swingline Lender and the Collateral Agent in connection with the preparation of
this Agreement and the other Loan Documents or in connection with any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions hereby contemplated shall be consummated) or
incurred by the Agent, the Fronting Bank, the Swingline Lender, the Collateral
Agent or any Lender in connection with the enforcement or protection of their
rights in connection with this Agreement and the other Loan Documents or in
connection with the Loans made or the Letters of Credit issued hereunder,
including the reasonable fees, other charges and disbursements of Cravath,
Swaine & Moore, counsel for the Agent, the Collateral Agent and the Fronting
Bank and of local counsel, and, in connection with any such enforcement or
protection, the reasonable fees, other charges and disbursements of any other
counsel for the Agent, the Fronting Bank, the Swingline Lender, the Collateral
Agent or any Lender. The Borrower further agrees that it shall indemnify the
Agent, the Fronting Bank, the Swingline Lender, the Collateral Agent, the
Lenders from and hold them harmless against any documentary taxes, assessments
or charges made by any Governmental Authority by reason of the execution and
delivery and/or recordation of this Agreement or any of the other Loan
Documents.

            (b) The Borrower agrees to indemnify the Agent, the Fronting Bank,
the Swingline Lender, the Collateral Agent and each Lender and each of their
respective directors, officers, employees, agents and Affiliates (each such
Person being called an "Indemnitee") against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel fees, charges and disbursements, incurred
by or asserted against any Indemnitee arising out of, in any way connected with,
or as a result of (i) the execution or delivery of this Agreement or any other
Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereby or thereto of their respective obligations
hereunder or thereunder or the consummation of the Transactions and the other
transactions contemplated hereby or thereby, (ii) the use of the Letters of
Credit or the proceeds of the Loans and the Swingline Loans or (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claim, damages, liabilities or related expenses result from actions or events
taking place after any of such Indemnitees takes possession of the Mortgaged
Property at issue by foreclosure or transfer in lieu of foreclosure

<PAGE>   112
                                                                             106


or are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.

            (c) The provisions of this Section 10.05 shall remain operative and
in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transaction, contemplated hereby, the
repayment of any of the Loans or the Swingline Loans, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Agent, the Fronting
Bank, the Collateral Agent, the Swingline Lender or any Lender. All amounts due
under this Section 10.05 shall be payable on written demand therefor.

            SECTION 10.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing, and the Agent shall have declared, or the Required
Lenders shall have requested the Agent to declare, the Loans and the Swingline
Loans immediately due and payable pursuant to Article VIII, each Lender is
hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower or any Guarantor against any of and all the obligations
of such entity now, or hereafter existing under this Agreement and other Loan
Documents held by such Lender, irrespective of whether such Lender shall have
made any demand under this Agreement or such other Loan Document and although
such obligations may be unmatured. The rights of each Lender under this Section
10.06 are (i) in addition to other rights and remedies (including other rights
of setoff) that such Lender may have and (ii) subject to the terms of the
Intercreditor Agreement.

            SECTION 10.07. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN THE MORTGAGES) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            SECTION 10.08. Waivers; Amendment. (a) No failure or delay on the
part of the Agent, the Fronting Bank, the Swingline Lender, the Collateral Agent
or any Lender in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Agent, the Fronting Bank,
the Swingline Lender, the Collateral Agent and the Lenders hereunder and under
the other Loan Document are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice 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.

            (b) Neither this Agreement, the Guarantee Agreement or any of the
Security Documents nor any provision hereof or thereof may be waived, amended or
modified except, in the case of this Agreement, pursuant to an agreement or
agreements in writing entered into by the Borrower and the Required Lenders, or,
in the case of the Guarantee Agreement, or any of the Security Documents,
pursuant to an agreement or agreements in writing entered into by the 

<PAGE>   113
                                      107


Borrower, the Collateral Agent (and any of the Guarantors and TAFSI, if they are
parties thereto) and consented to by the Required Lenders; provided, however,
that no such agreement shall (i) reduce the principal amount of, or extend the
scheduled maturity of, any principal of or interest on, any Loan, or forgive any
such payment or any part thereof, or reduce the rate of interest on any Loan,
without the prior written consent of each Lender adversely affected thereby,
(ii) increase the Commitment or reduce or extend the date for payment of the
fees payable to any Lender without the prior written consent of such Lender,
(iii) amend or modify the provisions of Section 2.17, the provisions of this
Section or the definition of the term "Required Lenders" without the prior
written consent of each Lender, (iv) release all or substantially all of the
Collateral under the Security Documents or any guarantor under the Guarantee
Agreement other than as expressly permitted hereunder or under such Security
Documents or such Guarantee Agreement without the prior written consent of each
Lender, (v) change any provisions of any Loan Document in a manner that by its
terms adversely affects the rights in respect of prepayments to be made to
Lenders holding Loans of any Class differently than those holding Loans of any
other Class, without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each affected Class,
(vi) waive, in whole or in part, any payment, including any mandatory
prepayment, without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each affected Class
or (vii) change the rights of the Term Lenders to decline mandatory prepayments
as provided in Section 2.13(h), without the written consent of Lenders holding a
majority in interest of the outstanding Term Loans, and provided further that no
such agreement shall amend, modify, or otherwise affect the rights or duties of
the Agent, the Fronting Bank, or the Swingline Lender hereunder without the
prior written consent of the Agent, the Fronting Bank or the Swingline Lender,
as the case may be

            (c) Notwithstanding the provisions of paragraph (b) above, as long
as any Series I Tranche A Exchange Notes are outstanding the provisions of the
Intercreditor Agreement shall supersede any contrary provisions herein regarding
consents, amendments, modifications and waivers.

            SECTION 10.09. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the applicable interest rate, together
with all fees and charges that are treated as interest under applicable law
(collectively, the "Charges"), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received,
taken or reserved by any Lender or the Swingline Lender, shall exceed the
maximum lawful rate (the "Maximum Rate") that may be contracted for, charged,
taken, received or reserved by such Lender or the Swingline Lender in accordance
with applicable laws, the rate of interest payable to such Lender or the
Swingline Lender, together with all Charges payable to such Lender or the
Swingline Lender, shall be limited to the Maximum Rate.

            SECTION 10.10. Entire Agreement. This Agreement and the other Loan
Documents and the fee letters referred to in Section 2.05(c) constitute the
entire contract between the parties relative to the subject matter hereof. Any
previous agreement among the parties with respect to the subject matter hereof
is superseded by this Agreement and the other Loan Documents. Nothing in this
Agreement or in the other Loan Documents, expressed or implied, is intended to
confer upon any party other than the parties hereto and thereto any rights,
remedies, obligations or liabilities under or by reason of this Agreement or the
other Loan Documents.

            SECTION 10.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY 

<PAGE>   114
                                                                             108


RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 10.11.

            SECTION 10.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions, the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

            SECTION 10.13. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract, and shall become
effective as provided in Section 10.03.

            SECTION 10.14. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 10.15. Jurisdiction; Consent to Service of Process. (a) The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against the Borrower or its properties in
the courts of any jurisdiction.

            (b) The Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this agreement or the other Loan
Documents in any New York State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

<PAGE>   115
                                                                             109


            (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

            SECTION 10.16. Investment of Certain Escrowed Amounts. (a) In the
event that the Borrower or any Guarantor deposits money with the Collateral
Agent, or such money is received directly by the Collateral Agent, pursuant to
or in connection with (i) the definition of the term "Prepayment Event" (in
connection with any deposit of Net Cash Proceeds pending any permitted
application of such money contemplated by such definition (other than with
respect to any Mortgaged Property Casualty or Condemnation governed by Section 9
of the Guarantee Agreement)) or (ii) Section 9 of the Guarantee Agreement (in
connection with any Mortgaged Property Casualty or Condemnation), the Borrower
and each Guarantor understands and agrees that (A) such amounts shall be held as
collateral for the payment of the Obligations in separate escrow accounts (or
sub-accounts of a single escrow account) with the Collateral Agent for the
benefit of the Secured Parties, (B) the Collateral Agent shall have exclusive
dominion and control over such accounts (or subaccount), (C) other than any
interest earned on the investment of such deposits in Permitted Investments,
which investments shall be made at the option and sole discretion of the
Collateral Agent, such deposits shall not bear interest, (D) interest or
profits, if any, on such investments shall accumulate in such accounts (or
sub-accounts) and (E) amounts held in such accounts (or sub-accounts) shall be
released or applied (1) in the case of Section 9 of the Guarantee Agreement, as
provided in (and subject to the provisions of) such Section and (2) in all other
cases, upon the demand by the Borrower or the applicable Guarantor in connection
with the Borrower's or such Guarantor's application of such amounts within the
specified period of time in accordance with the definition of the term
"Prepayment Event". Amounts deposited in the Collateral Account pursuant to
Section 5.02(z) shall be subject to the terms and conditions of the Collateral
Account Agreement and not to this Section 10.16(a).

            (b) Nothing in this Section 10.16 shall prevent the Collateral Agent
from applying at any time all or any part of the amounts on deposit in the
above-contemplated accounts (or subaccounts) to the curing of any Event of
Default under this Credit Agreement. The provisions of this Section 10.16 are
subject to the provisions of the Intercreditor Agreement so long as any Series I
Tranche A Exchange Notes are outstanding.

            SECTION 10.17. Confidentiality. Except as otherwise provided in
Section 10.04(g), each of the Agent, the Fronting Bank, the Swingline Lender and
each of the Lenders agrees to keep confidential (and (i) to cause its respective
officers, directors and employees to keep confidential and (ii) to use its
commercially reasonable efforts to cause its respective agents and
representatives to keep confidential) the Information and all copies thereof,
extracts therefrom and analyses or other materials based thereon, except that
the Agent, the Fronting Bank, the Swingline Lender or any Lender shall be
permitted to disclose Information (a) to such of its respective officers,
directors, employees, professional advisors, agents and representatives as need
to know such Information, (b) to the extent requested by any regulatory
authority, (c) to direct contractual counterparties in swap agreements, provided
that any such contractual counterparty agrees to be bound by the provisions of
this Section 10.17, (d) to the extent otherwise required by applicable laws and
regulations or by any subpoena or similar legal process or (e) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Agreement or (ii) becomes available to the Agent, the Fronting
Bank, the Swingline Lender or any Lender on a nonconfidential basis from a
source other than the Borrower. For the purposes of this Section, the term
"Information" shall mean all financial statements, certificates, reports,
agreements and information 

<PAGE>   116
                                                                             110


(including all analyses, compilations and studies prepared by the Agent, the
Fronting Bank, the Swingline Lender or any Lender based on any of the foregoing)
that are received from the Borrower and relate to the Borrower, any Guarantor or
TAFSI, any shareholder of the Borrower or any employee, customer or supplier of
the Borrower, any Guarantor or TAFSI, other than any of the foregoing that were
available to the Agent, the Fronting Bank, the Swingline Lender or any Lender on
a nonconfidential basis prior to its disclosure thereto by the Borrower, and
which are, in the case of Information provided after March 21, 1997, clearly
identified at the time of delivery as confidential. The provisions of this
Section 10.17 shall remain operative and in full force and effect regardless of
the expiration and term of this Agreement. Notwithstanding the foregoing, the
parties hereto agree that the filing of any of the Loan Documents or the Tranche
A Exchange Note Documents (to the extent necessary in the reasonable judgment of
the Collateral Agent after consulting with the Borrower) to properly assure the
validity or priority of the Collateral Agent's Lien under any Security Document
or to the extent required by local counsel in order to render an opinion in form
and substance reasonably satisfactory to the Collateral Agent in connection with
such Lien will not result in a violation of the foregoing confidentiality
provisions.

            SECTION 10.18. Pre-Funding Escrow Arrangements. The Borrower intends
that the consummation of the Additional Transactions and the Restatement Closing
Date occur on December 3, 1998, and desires that the Lenders make on the
Restatement Closing Date substantially simultaneously with the consummation of
the Additional Transactions Additional Term Loans in an aggregate principal
amount equal to $150,000,000 (such aggregate amount of the Loans to be made on
the Restatement Closing Date, the "Initial Loan Amount"). In order to ensure
that the Initial Loan Amount will be available at the time of the consummation
of the Additional Transactions on the Restatement Closing Date, the Borrower may
request, subject to the terms and conditions set forth in Exhibit O, that the
Lenders pre-fund (the "Escrow Funding") the Initial Loan Amount by transferring
an amount equal to the Initial Loan Amount (such amount, the "Delivered Funds")
to an account designated by the Agent (such account, the "Escrow Account") on
the Business Day immediately prior to the Restatement Closing Date (the "Escrow
Funding Date"). The agreements and understandings set forth in Exhibit O will
apply with respect to (a) the arrangements for the Escrow Funding and (b) the
release (the "Escrow Release") of the Delivered Funds to the Borrower as the
Initial Loan Amount upon the satisfaction of the conditions set forth in
Sections 5.01 and 5.02.

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

                                   TRAVELCENTERS OF AMERICA, INC.,

                                     by
                                           /s/  James W. George
                                         ------------------------------------
                                         Name: James W. George
                                         Title: Sr. VP & CFO

<PAGE>   117
                                                                             111


                                   THE CHASE MANHATTAN BANK,

                                     by
                                           /s/  Laurie  B. Perper
                                         ------------------------------------
                                         Name: Laurie B. Perper

<PAGE>   118
                                                                             112


                                         Title: Vice President

<PAGE>   119
                                                                             113


                                   M&T BANK,

                                     by
                                         /s/  R. Buford Sears
                                         ------------------------------------
                                       Name: R. Buford Sears
                                       Title: Administrative Vice President


                                   CREDIT AGRICOLE INDOSUEZ,

                                     by
                                         /s/  David Bouhl
                                         ------------------------------------
                                         Name:  David Bouhl
                                         Title: Head of Corporate Banking 
                                                Chicago

                                     by
                                         /s/  W. Leroy Startz
                                         ------------------------------------
                                         Name:  W. Leroy Startz
                                         Title: First Vice President


                                   NATIONAL CITY BANK,

                                     by
                                         /s/  Chris D. Thornton
                                         ------------------------------------
                                         Name:  Chris D. Thornton
                                         Title: Vice President


                                   THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LIMITED, NEW YORK BRANCH,

                                     by
                                         /s/  Koji Sasayama
                                         ------------------------------------
                                         Name: Koji Sasayama
                                         Title: Deputy General Manager


                                   VAN KAMPEN AMERICAN CAPITAL
                                   PRIME RATE INCOME TRUST,

                                     by
                                         /s/  Jeffrey W. Maillet
                                         ------------------------------------
                                         Name: Jeffrey W. Maillet
                                         Title: Senior Vice President & Director


                                   VAN KAMPEN CLO I, LIMITED,

<PAGE>   120
                                                                             114


                                   BY:   VAN KAMPEN AMERICAN
                                         CAPITAL MANAGEMENT, INC., AS
                                         COLLATERAL MANAGER

                                     by
                                         /s/Jeffrey W. Maillet
                                         ------------------------------------
                                         Name:  Jeffrey W. Maillet
                                         Title: Senior Vice President & Director


                                   MERRILL LYNCH PRIME RATE
                                   PORTFOLIO,

                                   BY:   MERRILL ASSET MANAGEMENT,
                                         L.P., AS INVESTMENT ADVISOR

                                     by
                                         /s/  Gilles Marchand
                                         ------------------------------------
                                         Name:  Gilles Marchand
                                         Title: Authorized Signatory


                                   MERRILL LYNCH SENIOR FLOATING
                                   RATE FUND, INC.,

                                     by
                                         /s/  Gilles Marchand
                                         ------------------------------------
                                         Name:  Gilles Marchand
                                         Title: Authorized Signatory


                                   ML CLO XX PILGRIM (CAYMAN) LTD. (as
                                   assignee)

                                   BY:   PILGRIM INVESTMENTS, INC. AS
                                         ITS INVESTMENT MANAGER

                                     by
                                         /s/  Jason T. Groom
                                         ------------------------------------
                                         Name:  Jason T. Groom
                                         Title: Assistant Vice President


                                   SENIOR DEBT PORTFOLIO,

                                   BY:   BOSTON MANAGEMENT AND
                                         RESEARCH AS INVESTMENT
                                         ADVISOR

                                     by
                                         /s/  Payson F. Swaffield
                                         ------------------------------------

<PAGE>   121
                                                                             115


                                         Name:  Payson F. Swaffield
                                         Title: Vice President


                                   KZH CRESCENT-3 LLC,

                                     by
                                         /s/  Virginia Conway
                                         ------------------------------------
                                         Name: Virginia Conway
                                         Title: Authorized Agent

<PAGE>   122
                                                                             116


                                   KZH CRESCENT LLC,

                                     by
                                         /s/  Virginia Conway
                                         ------------------------------------
                                         Name:  Virginia Conway
                                         Title: Authorized Agent


                                   BOEING CAPITAL CORPORATION,

                                     by
                                         /s/  Daniel O. Anderson
                                         ------------------------------------
                                         Name:  Daniel O. Anderson
                                         Title: Vice President - Operations


                                   ALLSTATE LIFE INSURANCE COMPANY,

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

                                     by
                                         /s/  Patricia W. Wilson
                                         ------------------------------------
                                         Name:  Patricia W. Wilson
                                         Title: Authorized Signatory


                                   BANK OF TOKYO -  MITSUBISHI TRUST
                                   COMPANY,

                                     by
                                         /s/  Tomoki Kubo
                                         ------------------------------------
                                         Name:  Tomoki Kubo
                                         Title: Vice President


                                   THE HUNTINGTON NATIONAL BANK,

                                     by
                                         /s/  Timothy M. Ward
                                         ------------------------------------
                                         Name:  Timothy M. Ward
                                         Title: Vice President


                                   THE FUJI BANK, LIMITED, NEW YORK
                                   BRANCH,

<PAGE>   123
                                                                             117


                                     by
                                         /s/  Teiji Teramoto
                                         ------------------------------------
                                         Name:  Teiji Teramoto
                                         Title: Vice President and Manager

<PAGE>   124
                                                                             118


                                   BALANCED HIGH - YIELD FUND I LTD.,

                                   BY: BHF-BANK AKTIENGESELLSCHAFT
                                       acting through its New York Branch as
                                       Attorney-in-Fact

                                     by
                                         /s/  John Sykes
                                         ------------------------------------
                                         Name:  John Sykes
                                         Title: Vice President

                                     by
                                         /s/  Hans J. Scholz
                                         ------------------------------------
                                         Name: Hans J. Scholz
                                         Title: Assistant Vice President


                                   NATEXIS BANQUE BFCE,

                                     by
                                         /s/  Frank H. Madden, Jr.
                                         ------------------------------------
                                         Name:  Frank H. Madden, Jr.
                                         Title: Vice President

                                     by
                                         /s/  William C. Maier
                                         ------------------------------------
                                         Name:  William C. Maier
                                         Title: Senior Vice President


                                   PARIBAS CAPITAL FUNDING LLC,

                                     by
                                         /s/  Jeffrey J. Youle
                                         ------------------------------------
                                         Name:  Jeffrey J. Youle
                                         Title: Director


                                   PINEHURST TRADING, INC.,

                                     by
                                         /s/  Allen D. Shifflet
                                         ------------------------------------
                                         Name:  Allen D. Shifflet
                                         Title: President


                                   STAR BANK, NATIONAL ASSOCIATION,

<PAGE>   125
                                                                             119


                                     by
                                         /s/  Mark A. Whitson
                                         ------------------------------------
                                         Name:  Mark A. Whitson
                                         Title: Vice President

<PAGE>   126
                                                                             120


                                   KZH III LLC,

                                     by
                                         /s/  Virginia Conway
                                         ------------------------------------
                                         Name:  Virginia Conway
                                         Title: Authorized Agent


                                   PAMCO CAYMAN LTD.,

                                   BY:   HIGHLAND CAPITAL
                                   MANAGEMENT, L.P., AS
                                   COLLATERAL MANAGER

                                     by
                                         /s/  Mark Okada
                                         ------------------------------------
                                         Name:  Mark Okada
                                         Title: Executive Vice President


                                   KZH SOLEIL -2 LLC,

                                     by
                                         /s/  Virginia Conway
                                         ------------------------------------
                                         Name:  Virginia Conway
                                         Title: Authorized Agent


                                   THE TRAVELERS INSURANCE
                                   COMPANY,

                                     by
                                         /s/  Allen R. Cantrell
                                         ------------------------------------
                                         Name:  Allen R. Cantrell
                                         Title: Investment Officer


                                   MASSACHUSETTS MUTUAL LIFE
                                   INSURANCE COMPANY INC.,

                                     by
                                         /s/  John B. Wheeler
                                         ------------------------------------
                                         Name:  John B. Wheeler
                                         Title: Managing Director


                                   CYPRESSTREE INVESTMENT FUND, L.L.C.,

<PAGE>   127
                                                                             121


                                   BY:   CYPRESSTREE INVESTMENT
                                         MANAGEMENT COMPANY, INC.
                                         ITS MANAGING MEMBER

                                     by
                                         /s/  Timothy M. Barns
                                         ------------------------------------
                                         Name:  Timothy M. Barns
                                         Title: Managing Director


                                   CYPRESSTREE SENIOR FLOATING RATE
                                   FUND,

                                   BY:   CYPRESSTREE INVESTMENT
                                         MANAGEMENT COMPANY, INC.,
                                         AS PORTFOLIO MANAGER

                                     by
                                         /s/  Timothy M. Barns
                                         ------------------------------------
                                         Name:  Timothy M. Barns
                                         Title: Managing Director


                                   NORTH AMERICAN SENIOR FLOATING
                                   RATE FUND,

                                   BY:   CYPRESSTREE INVESTMENT
                                         MANAGEMENT COMPANY, INC.
                                         AS PORTFOLIO MANAGER

                                     by
                                         /s/  Timothy M. Barns
                                         ------------------------------------
                                         Name:  Timothy M. Barns
                                         Title: Managing Director


                                   KZH CYPRESSTREE - 1 LLC,

                                     by
                                         /s/  Virginia Conway
                                         ------------------------------------
                                         Name:  Virginia Conway
                                         Title: Auhtorized Agent


                                   CYPRESSTREE INSTITUTIONAL FUND, LLC,

                                   BY:   CYPRESSTREE INVESTMENT
                                         MANAGEMENT COMPANY, INC.
                                         ITS MANAGING MEMBER

<PAGE>   128
                                                                             122


                                     by
                                         /s/  Timothy M. Barns
                                         ------------------------------------
                                         Name:  Timothy M. Barns
                                         Title: Managing Director