ON COMMAND CORPORATION  AMENDMENT NO. 2

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

RECITALS

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

II.    The
parties hereto wish to amend and restate the Credit Agreement on the terms and conditions set forth herein.

NOW,
THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are
hereby

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acknowledged, and pursuant to Section 9.8 of the Credit Agreement, the parties hereto hereby agree as follows:

1.    The
Credit Agreement is hereby amended and restated in its entirety so as to read as presently set forth therein with the following exceptions:

2.    Section 1.1
of the Credit Agreement is amended to amend and restate the defined term "Applicable Margin" in its
entirety, effective for the period from and after November 14, 2001, to read as follows:



Leverage Ratio

Eurodollar Margin

ABR MarginCategory 1Greater than or equal to 4.50 to 1.00

2.750
%
1.750
%Category 2Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00

2.500
%
1.500
%Category 3Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00

2.000
%
1.000
%Category 4Greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.00

1.950
%
0.950
%Category 5Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00

1.750
%
0.750
%Category 6Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00

1.550
%
0.550
%Category 7Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00

1.325
%
0.3250
%Category 8Less than 1.00 to 1.00

1.100
%
0.100
%




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1.    Section 1.1
of the Credit Agreement is amended to amend and restate the defined term "Change in Control" in its
entirety to read as follows:



2.    Section 1.1
of the Credit Agreement is amended to amend and restate the defined term "EBITDA" in its entirety,
effective for the period from and after September 30, 2001, to read as follows:



3.    Section 1.1
of the Credit Agreement is amended to add a new defined term "Excess Cash Flow 2002" to read as
follows:



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4.    Section 1.1
of the Credit Agreement is amended to amend and restate the defined term "Revolving Loan Commitment" in
its entirety to read as follows:



5.    Section 1.1
of the Credit Agreement is amended by amending the defined term "Revolving Loan Maturity Date" to
replace the date July 18, 2005 contained therein with the date July 18, 2004.

6.    Section 2.6(b)
of the Credit Agreement is amended and restated in its entirety, effective for the period from and after November 14, 2001, to read as
follows:



Leverage Ratio

Facility Fee RateCategory 1Greater than or equal to 4.50 to 1.00

0.500
%Category 2Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00

0.500
%Category 3Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00

0.500
%Category 4Greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.00

0.300
%Category 5Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00

0.250
%Category 6Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00

0.200
%Category 7Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00

0.175
%Category 8Less than 1.00 to 1.00

0.150
%




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1.    Section 2.10
of the Credit Agreement is amended to re-letter subsection (f) as subsection (g) and to add a new subsection (f) to
read as follows:



2.    Section 2.22
of the Credit Agreement is amended to replace the date January 18, 2005 with the date January 18, 2004.

3.    Section 6.9
of the Credit Agreement is amended and restated in its entirety to read as follows:



Period

RatioNovember 14, 2001 through September 29, 2002

4.75 to 1.00September 30, 2002 through December 30, 2002

4.50 to 1.00December 31, 2002 through March 29, 2003

4.25 to 1.00March 30, 2003 through December 31, 2003

3.50 to 1.00Thereafter

3.00 to 1.00




1.    Section 6.10
of the Credit Agreement is amended and restated in its entirety, effective for the period from and after September 30, 2001, to read as
follows:



Period

RatioSeptember 30, 2001 through September 29, 2002

2.25 to 1.00September 30, 2002 through December 30, 2002

2.50 to 1.00Thereafter

2.75 to 1.00


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1.    Section 6.12
of the Credit Agreement is amended and restated in its entirety to read as follows:



2.    Section 9.1(a)
of the Credit Agreement is amended and restated in its entirety to read as follows:



3.    Paragraphs
1-14 of this Amendment shall not become effective until:



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

5.    In
order to induce the Administrative Agent and the Required Lenders to execute and deliver this Amendment, the Borrower and the other Obligors each (a) certifies
that, immediately before and after giving effect to this Amendment, all representations and warranties contained in the Loan Documents to which it is a party shall be true and correct in all respects
with the same effect as though such representations and warranties had been made on the date hereof, except as the context otherwise requires or as otherwise permitted by the Loan Documents or this
Amendment, (b) certifies that, immediately before and after giving effect to this Amendment, no Default or Event of Default shall exist under the Loan Documents, as amended, and
(c) agrees to pay all of the reasonable fees and disbursements of counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of this Amendment.

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

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

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

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

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ON COMMAND CORPORATION  AMENDMENT NO. 2 TO CREDIT AGREEMENT

| |  | ON COMMAND CORPORATION                                                                                                                         
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                            
| |  | Name:                                                                                                                                          
| |  | Title:                                                                                                                                         
| |  | AGREED AND CONSENTED:                                                                                                                          
| |  | ON COMMAND VIDEO CORPORATION
ON COMMAND DEVELOPMENT CORPORATION
SPECTRADYNE INTERNATIONAL, INC.
SPECTRAVISION, INC.
HOTEL DIGITAL NETWORK, INC.
| |  | By:                                                                                                                                            
| |  | Name:                                                                                                                                          
| |  | Title:                                                                                                                                         
| |  | THE BANK OF NEW YORK, as Issuing Bank and as Administrative Agent                                                                              
| |  | By:                                                                                                                                            
| |  | Name:                                                                                                                                          
| |  | Title:                                                                                                                                         
| |  | THE BANK OF NEW YORK COMPANY, INC., as Lender and as Swingline Lender                                                                          
| |  | By:                                                                                                                                            
| |  | Name:                                                                                                                                          
| |  | Title:                                                                                                                                         
| |  | BANK OF AMERICA, N.A.                                                                                                                          
| |  | By:                                                                                                                                            
| |  | Name:                                                                                                                                          
| |  | Title:                                                                                                                                         

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| |  | FLEET NATIONAL BANK                  
| |  | -------------------------------------
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | TORONTO DOMINION (TEXAS), INC.       
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | THE INDUSTRIAL BANK OF JAPAN, LIMITED
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | U.S. BANK NATIONAL ASSOCIATION       
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | BNP PARIBAS                          
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               
| |  | By:                                  
| |  | Name:                                
| |  | Title:                               

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| |  | CREDIT LYONNAIS NEW YORK BRANCH
| |  | -------------------------------
| |  | By:                            
| |  | Name:                          
| |  | Title:                         
| |  | THE BANK OF NOVA SCOTIA        
| |  | By:                            
| |  | Name:                          
| |  | Title:                         

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