<PAGE>

                                                                    Exhibit 10.1

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                         NAVIGANT INTERNATIONAL, INC.



                                  $80,000,000



               9.84% Senior Secured Notes due November 15, 2006




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

                            NOTE PURCHASE AGREEMENT

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




                            Date November 15, 2000



--------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>

                                                         TABLE OF CONTENTS

                                                                                                                 PAGE
<S>                                                                                                             <C>
1.       AUTHORIZATION OF NOTES.................................................................................    1

2.       SALE AND PURCHASE OF NOTES.............................................................................    1

3.       CLOSING................................................................................................    2

4.       CONDITIONS TO CLOSING..................................................................................    2

         4.1      Representations and Warranties................................................................    2

         4.2      Performance; No Default.......................................................................    2

         4.3      Compliance Certificates.......................................................................    2

         4.4      Opinions of Counsel...........................................................................    3

         4.5      Purchase Permitted By Applicable Law, etc.....................................................    3

         4.6      Sale of Other Notes...........................................................................    3

         4.7      Payment of Special Counsel Fees...............................................................    3

         4.8      Private Placement Number......................................................................    3

         4.9      Changes in Corporate Structure................................................................    3

         4.10     Proceedings and Documents.....................................................................    4

         4.11     Other Documents...............................................................................    4

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY..........................................................    6

         5.1      Organization; Power and Authority.............................................................    6

         5.2      Authorization, etc............................................................................    6

         5.3      Disclosure....................................................................................    6

         5.4      Organization and Ownership of Shares of Subsidiaries; Affiliates..............................    7

         5.5      Financial Statements..........................................................................    7

         5.6      Compliance with Laws, Other Instruments, etc..................................................    8

         5.7      Governmental Authorizations, etc..............................................................    8

         5.8      Litigation; Observance of Agreements, Statutes and Orders.....................................    8

         5.9      Taxes.........................................................................................    8

         5.10     Title to Property; Leases.....................................................................    9

         5.11     Licenses, Permits, etc........................................................................    9

         5.12     Compliance with ERISA.........................................................................    9

         5.13     Private Offering by the Company...............................................................    10

         5.14     Use of Proceeds; Margin Regulations...........................................................    10
</TABLE>

                                                                i.

<PAGE>

<TABLE>
<S>                                                                                                                 <C>
         5.15     Existing Indebtedness; Future Liens............................................................   11

         5.16     Foreign Assets Control Regulations, etc........................................................   11

         5.17     Status under Certain Statutes..................................................................   11

         5.18     Environmental Matters..........................................................................   11

6.       REPRESENTATIONS OF THE PURCHASER........................................................................   12

         6.1      Purchase for Investment........................................................................   12

         6.2      Source of Funds................................................................................   12

7.       INFORMATION AS TO COMPANY...............................................................................   14

         7.1      Financial and Business Information.............................................................   14

         7.2      Officer's Certificate..........................................................................   16

         7.3      Inspection.....................................................................................   16

8.       PREPAYMENT OF THE NOTES; CHANGE IN CONTROL..............................................................   17

         8.1      Required Prepayments...........................................................................   17

         8.2      Optional Prepayments, Prepayments Under Intercreditor Agreement with
                  Make-Whole Amount..............................................................................   17

         8.3      Allocation of Partial Prepayments..............................................................   18

         8.4      Maturity; Surrender, etc.......................................................................   18

         8.5      Change In Control..............................................................................   18

         8.6      Purchase of Notes..............................................................................   19

         8.7      Make-Whole Amount..............................................................................   19

9.       AFFIRMATIVE COVENANTS...................................................................................   21

         9.1      Compliance with Law............................................................................   21

         9.2      Insurance......................................................................................   21

         9.3      Maintenance of Properties......................................................................   21

         9.4      Payment of Taxes and Claims....................................................................   21

         9.5      Corporate Existence, etc.......................................................................   22

         9.6      Information Required by Rule 144A..............................................................   22

         9.7      Additional Guarantors..........................................................................   22

         9.8      Most Favored Lender............................................................................   23

         9.9      Further Assurances.............................................................................   23

10.      NEGATIVE COVENANTS......................................................................................   24

         10.1     Transactions with Affiliates...................................................................   24

         10.2     Merger, Consolidation, etc.....................................................................   24
</TABLE>
                                      ii.
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
         10.3     Liens..........................................................................................   25

         10.4     Priority Debt..................................................................................   27

         10.5     Debt to EBITDA.................................................................................   27

         10.6     Fixed Charge Coverage Ratio....................................................................   28

         10.7     Consolidated Net Worth.........................................................................   28

         10.8     Sale of Assets.................................................................................   28

         10.9     Acquisitions...................................................................................   29

         10.10    Nature of Business.............................................................................   29

         10.11    Permitted Investments..........................................................................   30

         10.12    Restricted Payments............................................................................   30

         10.13    Hostile Tender Offer...........................................................................   30

11.      EVENTS OF DEFAULT.......................................................................................   30

12.      REMEDIES ON DEFAULT, ETC................................................................................   32

         12.1     Acceleration...................................................................................   32

         12.2     Other Remedies.................................................................................   33

         12.3     Rescission.....................................................................................   33

         12.4     No Waivers or Election of Remedies, Expenses, etc..............................................   34

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES...........................................................   34

         13.1     Registration of Notes..........................................................................   34

         13.2     Transfer and Exchange of Notes.................................................................   34

         13.3     Replacement of Notes...........................................................................   35

14.      PAYMENTS ON NOTES.......................................................................................   35

         14.1     Place of Payment...............................................................................   35

         14.2     Home Office Payment............................................................................   35

15.      EXPENSES, ETC...........................................................................................   36

         15.1     Transaction Expenses...........................................................................   36

         15.2     Survival.......................................................................................   36

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT............................................   36

17.      AMENDMENT AND WAIVER....................................................................................   37

         17.1     Requirements...................................................................................   37

         17.2     Solicitation of Holders of Notes...............................................................   37

         17.3     Binding Effect, etc............................................................................   37

         17.4     Notes held by Company, etc.....................................................................   38
</TABLE>
                                      iii
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
18.      NOTICES.................................................................................................    38

19.      REPRODUCTION OF DOCUMENTS...............................................................................    38

20.      CONFIDENTIAL INFORMATION................................................................................    39

21.      MISCELLANEOUS...........................................................................................    40

         21.1     Successors and Assigns.........................................................................    40

         21.2     Payments Due on Non-Business Days..............................................................    40

         21.3     Severability...................................................................................    40

         21.4     Construction...................................................................................    40

         21.5     Counterparts...................................................................................    40

         21.6     Governing Law..................................................................................    40

         21.7     Personal Jurisdiction..........................................................................    41

         21.8     Waiver of Jury Trial...........................................................................    41
</TABLE>
                                      iv
<PAGE>

Schedule A            --       Information Relating to Purchasers

Schedule B            --       Defined Terms

Schedule 4.9          --       Changes in Corporate Structure

Schedule 5.3          --       Disclosure Materials

Schedule 5.4          --       Subsidiaries of the Company and Ownership of
                               Subsidiary Stock

Schedule 5.5          --       Financial Statements

Schedule 5.8          --       Certain Litigation

Schedule 5.11         --       Patents, etc.

Schedule 5.14         --       Use of Proceeds

Schedule 5.15         --       Existing Indebtedness

Schedule 10.11        --       Existing Investments

Exhibit 1             --       Form of 9.84% Senior Secured Note due November
                               15, 2006

Exhibit 4.4(a)        --       Form of Opinion of Special Counsel for the
                               Company

Exhibit 4.4(b)        --       Form of Opinion of Special Counsel for the
                               Purchasers

Exhibit A             --       Form of Multiparty Guaranty

Exhibit B-1           --       Form of Security Agreement

Exhibit B-2           --       Form of Pledge Agreement

Exhibit C             --       Form of Amendments to Mortgages

Exhibit D             --       Form of Intercreditor Agreement

                                      v.
<PAGE>

                         NAVIGANT INTERNATIONAL, INC.
                            84 Inverness Circle East
                              Englewood, CO 80112


                9.84% Senior Secured Notes due November 15, 2006



                                                               November 15, 2000



TO EACH OF THE PURCHASERS NAMED ON
     THE SIGNATURE PAGES HERETO:

Ladies and Gentlemen:

          The undersigned, Navigant International, Inc., a Delaware corporation
(the "Company"), agrees with you as follows:

1.   Authorization Of Notes.

     The Company will authorize the issue and sale of $80,000,000 aggregate
principal amount of its 9.84% Senior Secured Notes due November 15, 2006 (the
"Notes", such term to include any such notes issued in substitution therefor
pursuant to Section 13 of this Agreement or the Other Agreements (as hereinafter
defined)). The Notes shall be substantially in the form set out in Exhibit 1,
with such changes therefrom, if any, as may be approved by you and the Company.
Certain capitalized terms used in this Agreement are defined in Schedule B;
references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement.

2.   Sale And Purchase Of Notes.

     Subject to the terms and conditions of this Agreement, the Company will
issue and sell to you and you will purchase from the Company, at the Closing
provided for in Section 3, Notes in the principal amount specified opposite your
name in Schedule A at the purchase price of 100% of the principal amount
thereof.  Contemporaneously with entering into this Agreement, the Company is
entering into separate Note Purchase Agreements (the "Other Agreements")
identical with this Agreement with each of the other purchasers named in
Schedule A (the "Other Purchasers"), providing for the sale at such Closing to
each of the Other Purchasers of Notes in the principal amount specified opposite
its name in Schedule A.  Your obligation hereunder and the obligations of the
Other Purchasers under the Other Agreements are several and not joint
obligations and you shall have no obligation under any Other Agreement and no
liability to any Person for the performance or non-performance by any Other
Purchaser thereunder.

                                       1.
<PAGE>

3.   Closing.

     The sale and purchase of the Notes to be purchased by you and the Other
Purchasers shall occur at the offices of Cooley Godward LLP, One Maritime Plaza,
San Francisco, California 94111, at 8:00 a.m., Pacific time, at a closing (the
"Closing") on November 15, 2000.  At the Closing the Company will deliver to you
the Notes to be purchased by you in the form of a single Note (or such greater
number of Notes in denominations of at least $100,000 as you may request) dated
the date of the Closing and registered in your name (or in the name of your
nominee), against delivery by you to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to account number
194311824461 at US Bank, Denver, Colorado ABA number 102000021.  If at the
Closing the Company shall fail to tender such Notes to you as provided above in
this Section 3, or any of the conditions specified in Section 4 shall not have
been fulfilled to your satisfaction, you shall, at your election, be relieved of
all further obligations under this Agreement, without thereby waiving any rights
you may have by reason of such failure or such nonfulfillment.

4.   Conditions To Closing.

     Your obligation to enter into this Agreement and of any Purchaser to
purchase and pay for any Notes, in each case is subject to the fulfillment to
your satisfaction, prior to or at the Closing, of the following conditions:

     4.1  Representations and Warranties.

          The representations and warranties of the Company in this Agreement
shall be correct when made and at the time of the Closing.

     4.2  Performance; No Default.

          The Company shall have performed and complied with all agreements and
conditions contained in this Agreement required to be performed or complied with
by it prior to or at the Closing and after giving effect to the issue and sale
of the Notes (and the application of the proceeds thereof as contemplated by
Schedule 5.14) no Default or Event of Default shall have occurred and be
continuing.  Neither the Company nor any Restricted Subsidiary shall have
entered into any transaction since the date of the Memorandum that would have
been prohibited by Sections 10.1, 10.2, 10.3, 10.8, 10.9, 10.10, 10.11 or 10.12
hereof had such Sections applied since such date.

     4.3  Compliance Certificates.

          (a)  Officer's Certificate. The Company shall have delivered to you an
Officer's Certificate, dated the date of the Closing, certifying that the
conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

          (b)  Secretary's Certificate.  The Company and each Guarantor shall
have delivered to you a certificate certifying as to the resolutions attached
thereto and other corporate proceedings relating to the authorization, execution
and delivery of the Notes (in the case of the

                                      2.
<PAGE>

Company) and of each of the other Transaction Agreements to which such Person is
a party (in the case of the Company and each Guarantor).

     4.4  Opinions of Counsel.

          You shall have received opinions in form and substance satisfactory to
you, dated the date of the Closing (a) from Holland & Hart, special counsel for
the Company and the Guarantors, covering the matters set forth in Exhibit 4.4(a)
and covering such other matters incident to the transactions contemplated hereby
as you or your counsel may reasonably request (and the Company hereby instructs
its counsel to deliver such opinion to you) and (b) from Cooley Godward LLP,
your special counsel in connection with such transactions covering such matters
incident to such transactions as you may reasonably request.

     4.5  Purchase Permitted By Applicable Law, etc.

          On the date of the Closing your purchase of Notes shall (i) be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions (such as Section 1405(a)(8) of the New
York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (ii) not
violate any applicable law or regulation (including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve System)
and (iii) not subject you to any tax, penalty or liability under or pursuant to
any applicable law or regulation.  If requested by you, you shall have received
an Officer's Certificate certifying as to such matters of fact as you may
reasonably specify to enable you to determine whether such purchase is so
permitted.

     4.6  Sale of Other Notes.

          Contemporaneously with the Closing the Company shall sell to the Other
Purchasers and the Other Purchasers shall purchase the Notes to be purchased by
them at the Closing as specified in Schedule A.

     4.7  Payment of Special Counsel Fees.

          Without limiting the provisions of Section 15.1, the Company shall
have paid on or before the Closing the fees, charges and disbursements of your
special counsel referred to in Section 4.4 to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

     4.8  Private Placement Number.

          A Private Placement number issued by Standard & Poor's CUSIP Service
Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners) shall have been obtained for the Notes.

     4.9  Changes in Corporate Structure.

          Except as specified in Schedule 4.9, neither the Company nor any
Guarantor shall have changed its jurisdiction of incorporation or been a party
to any merger or consolidation or

                                      3.
<PAGE>

succeeded to all or any substantial part of the liabilities of any other entity,
in each case at any time following the date of the most recent financial
statements referred to in Schedule 5.5.

     4.10 Proceedings and Documents.

          All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and the other Transaction Documents
and all documents and instruments incident to such transactions shall be
satisfactory to you and your special counsel, and you and your special counsel
shall have received all such counterpart originals or certified or other copies
of such documents as you or they may reasonably request.

     4.11 Other Documents.

          You and each of the Other Purchasers shall have received the following
documents, each duly executed and delivered by the party or parties thereto and
in form and substance satisfactory to you and each of the Other Purchasers:

          (a) the Multiparty Guaranty, dated as of the date hereof, made by each
of the Company's existing domestic and foreign Subsidiaries that is a guarantor
under any Bank Guaranty Agreement in favor of the holders from time to time of
the Notes in the form of Exhibit A (as amended or otherwise modified from time
to time, the "Multiparty Guaranty");

          (b) the Amended and Restated Security Agreement, dated as of the date
hereof, by and between the Company and the Guarantors, on the one hand, and the
Collateral Agent, on the other hand, for the benefit of the lenders under the
Bank Credit Agreement and each of the holders from time to time of the Notes in
the form of Exhibit B-1 (together with all exhibits and schedules thereto and as
amended or otherwise modified from time to time, the "Security Agreement");

          (c) the Amended and Restated Pledge Agreement, dated as of the date
hereof, by and between the Company and the Guarantors, on the one hand, and the
Collateral Agent, on the other hand, for the benefit of the lenders under the
Bank Credit Agreement and each of the holders from time to time of the Notes in
the form of Exhibit B-2 (together with all exhibits and schedules thereto and as
amended or otherwise modified from time to time, the "Pledge Agreement"),
pursuant to which a security interest is created in (i) 100% of the capital
stock held by each of the Company or the Guarantors of each domestic Subsidiary
(including each E-Commerce Subsidiary) and (ii) 65% of the Voting Stock and 100%
of the capital stock that is not Voting Stock held by the Company or the
Guarantors of each foreign Subsidiary;

          (d) the amendments to the Mortgages (as defined in the Bank Credit
Agreement) and other documentation necessary in the determination of the holders
of Notes to add the holders of Notes as mortgagees, or beneficiaries of the
Liens in favor of any trustee (collectively, the "Mortgages") and to increase
the amount of the obligations secured by the Mortgages, together with the
following items, each with respect to each parcel subject to a Mortgage and each
item to be satisfactory in form and substance to the holders of Notes:  (i) all
related endorsements to title insurance, (ii) appraisals (or certified copies of
appraisals) with respect to each parcel subject to a Mortgage, (iii) surveys and
(iv) environmental reports and other certificates, instruments, agreements and
other documents related thereto;


                                       4.
<PAGE>

          (e) the Intercreditor and Collateral Agency Agreement, dated as of the
date hereof, by and among the Collateral Agent, the administrative agent under
the Bank Credit Agreement, each lender under the Bank Credit Agreement and each
holder of Notes, and acknowledged and agreed to by the Company and each
Guarantor, in the form of Exhibit D (together with all exhibits and schedules
thereto and as amended or otherwise modified from time to time, the
"Intercreditor Agreement");

          (f) all Uniform Commercial Code financing statements, filings in lieu
of continuation statements, account control agreements with all securities
intermediaries and all depository institutions with which the Company or any
Guarantor maintains investment property or deposit accounts, and other
instruments and filings necessary or advisable in order to duly perfect on a
first-priority basis the security interests created under each of the Collateral
Documents shall have been duly executed, delivered and filed in all appropriate
governmental offices;

          (g) certified copies of Requests for Information or Copies (Form
UCC-11) or equivalent reports listing all effective financing statements which
name the Company, any Guarantor or any Restricted Subsidiary (under its present
name and previous names) as debtor and which are filed in the offices of the
Secretaries of State of each state in which the Company, any Guarantor or any
Restricted Subsidiary has its jurisdiction of formation, its executive office or
property located therein, together with copies of such financing statements;

          (h) UCC termination statements with respect to all existing UCC
filings other than precautionary filings and filings to perfect Liens permitted
under Section 10.3, duly executed by the named secured parties; and provision
shall have been made for the release of all such existing security interests and
other Liens prior to or upon receipt of amounts from the proceeds of the sale of
the Notes sufficient to repay such secured obligations;

          (i) certificates of insurance and binders from an independent
insurance broker dated as of the date of the Closing, identifying insurers,
types of insurance, insurance limits, and policy terms, and otherwise confirming
that the insurance, including, without limitation, insurance required to be
maintained by the Company in accordance with this Agreement and the Collateral
Documents has been obtained, together with evidence that the Collateral Agent,
on behalf of the holders of the Notes and the lenders party to the Bank Credit
Agreement, has been named additional loss payee and an additional insured under
the policies of insurance;

          (j) an executed copy of the Bank Credit Agreement (together with all
amendments and other modifications as of the date of this Agreement and all
exhibits and schedules thereto), certified by a Senior Financial Officer as
being a final, true, correct, current and complete copy of such agreement; and

          (k) such other agreements, certificates, agreements and other
documents as you may reasonably request.

                                       5.
<PAGE>

5.   Representations And Warranties Of The Company.

     The Company represents and warrants to you that:

     5.1  Organization; Power and Authority.

          Each of the Company and each Guarantor is duly organized, validly
existing and in good standing under the laws of its jurisdiction of formation,
and is duly qualified as a foreign corporation or other entity and is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  Each of the Company and each
Guarantor has the corporate or similar power and authority to own or hold under
lease the properties it purports to own or hold under lease, to transact the
business it transacts and proposes to transact, to execute and deliver this
Agreement and the Other Agreements, the Notes and the other Transaction
Documents to which it is a party and to perform the provisions hereof and
thereof.

     5.2  Authorization, etc.

          This Agreement and the Other Agreements, the Notes and the other
Transaction Documents to which the Company or any Guarantor is a party have been
duly authorized by all necessary corporate action on the part of such Person,
and each of this Agreement, the Other Agreements and the other Transaction
Documents to which the Company or any Guarantor is a party constitutes, and upon
execution and delivery thereof by the Company each Note will constitute, a
legal, valid and binding obligation of the Person party to such Transaction
Document, enforceable against such Person in accordance with its terms, except
as such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

     5.3  Disclosure.

          The Company, through its agent, Banc of America Securities LLC, has
delivered to you and each Other Purchaser a copy of a private placement
memorandum, dated September, 2000 (the "Memorandum"), relating to the
transactions contemplated hereby.  The Memorandum fairly describes, in all
material respects, the general nature of the business and principal properties
of the Company and its Subsidiaries.  Except as disclosed in Schedule 5.3, this
Agreement, the Memorandum, the documents, certificates or other writings
delivered to you by or on behalf of the Company or any Guarantor in connection
with the transactions contemplated hereby and the financial statements listed in
Schedule 5.5, taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they
were made.  Except as disclosed in the Memorandum or as expressly described in
Schedule 5.3, or in one of the documents, certificates or other writings
identified therein, or in the financial statements listed in Schedule 5.5, since
December 26, 1999, there has been no change in the financial condition,
operations, business, properties or prospects of the Company or any

                                      6.
<PAGE>

Subsidiary except changes that individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect. There is no fact known
to the Company that could reasonably be expected to have a Material Adverse
Effect that has not been set forth herein or in the Memorandum or in the other
documents, certificates and other writings delivered to you by or on behalf of
the Company specifically for use in connection with the transactions
contemplated hereby.

     5.4  Organization and Ownership of Shares of Subsidiaries; Affiliates.

          (a) Schedule 5.4 contains (except as noted therein) complete and
correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary,
the correct name thereof, the jurisdiction of its organization, the percentage
of shares of each class of its capital stock or similar equity interests
outstanding owned by the Company and each other Subsidiary and whether such
Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary, (ii) of the
Company's Affiliates, other than Subsidiaries, and (iii) of the Company's
directors and senior officers.

          (b) All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company
or its Subsidiaries have been validly issued, are fully paid and nonassessable
and are owned by the Company or another Subsidiary free and clear of any Lien
(except as otherwise disclosed in Schedule 5.4).

          (c) Each Subsidiary identified in Schedule 5.4 is a corporation or
other legal entity duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified as a foreign
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.

          (d) No Restricted Subsidiary is a party to, or otherwise subject to
any legal restriction or any agreement (other than this Agreement, the
agreements listed on Schedule 5.4 and customary limitations imposed by corporate
law statutes) restricting the ability of such Restricted Subsidiary to pay
dividends out of profits or make any other similar distributions of profits to
the Company or any of its Restricted Subsidiaries that owns outstanding shares
of capital stock or similar equity interests of such Restricted Subsidiary.

     5.5  Financial Statements.

          The Company has delivered to each Purchaser copies of the financial
statements of the Company and its Restricted Subsidiaries listed on Schedule
5.5.  All of said financial statements (including in each case the related
schedules and notes) fairly present in all material respects the consolidated
financial position of the Company and its Restricted Subsidiaries as of the
respective dates specified in such Schedule and the consolidated results of
their operations and cash flows for the respective periods so specified and have
been prepared in accordance with

                                      7.
<PAGE>

GAAP consistently applied throughout the periods involved except as set forth in
the notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments).

     5.6  Compliance with Laws, Other Instruments, etc.

          The execution, delivery and performance by the Company and each
Guarantor of the Transaction Documents to which such Person is a party will not
(i) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien (other than the Liens created under the
Collateral Documents) in respect of any property of the Company, any Guarantor
or any Restricted Subsidiary under, any indenture, mortgage, deed of trust,
loan, purchase or credit agreement, lease, corporate charter or by-laws, or any
other agreement or instrument to which the Company, any Guarantor or any
Restricted Subsidiary is bound or by which the Company, any Guarantor or any
Restricted Subsidiary or any of their respective properties may be bound or
affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Company, any Guarantor or
any Restricted Subsidiary or (iii) violate any provision of any statute or other
rule or regulation of any Governmental Authority applicable to the Company, any
Guarantor or any Restricted Subsidiary.

     5.7  Governmental Authorizations, etc.

          No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by the Company or any Guarantor of the
Transaction Documents to which such Person is a party.

     5.8  Litigation; Observance of Agreements, Statutes and Orders.

          (a) There are no actions, suits or proceedings pending or, to the
knowledge of the Company, threatened against or affecting the Company or any
Subsidiary or any property of the Company or any Subsidiary in any court or
before any arbitrator of any kind or before or by any Governmental Authority
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

          (b) Neither the Company nor any Restricted Subsidiary is in default
under any term of any agreement or instrument to which it is a party or by which
it is bound, or any order, judgment, decree or ruling of any court, arbitrator
or Governmental Authority or is in violation of any applicable law, ordinance,
rule or regulation (including without limitation Environmental Laws) of any
Governmental Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

     5.9  Taxes.

          The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments levied
upon them or their properties, assets, income or franchises, to the extent such
taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (i) the amount of which is

                                      8.
<PAGE>

not individually or in the aggregate Material or (ii) the amount, applicability
or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case
may be, has established adequate reserves in accordance with GAAP. The Company
knows of no basis for any other tax or assessment that could reasonably be
expected to have a Material Adverse Effect. The charges, accruals and reserves
on the books of the Company and its Subsidiaries in respect of federal, state or
other taxes for all fiscal periods are adequate. No waiver or extension of any
statute of limitations is in effect with respect to any taxes or tax returns of
the Company or any of its Subsidiaries.

     5.10 Title to Property; Leases.

          The Company and its Restricted Subsidiaries have good and sufficient
title to their respective properties that individually or in the aggregate are
Material, including all such properties reflected in the most recent audited
balance sheet referred to in Section 5.5 or purported to have been acquired by
the Company or any Restricted Subsidiary after said date (except as sold or
otherwise disposed of in the ordinary course of business), in each case free and
clear of Liens prohibited by this Agreement.  All leases that individually or in
the aggregate are Material are valid and subsisting and are in full force and
effect in all material respects.

     5.11 Licenses, Permits, etc.

          Except as disclosed in Schedule 5.11,

          (a) the Company and its Restricted Subsidiaries own or possess all
licenses, permits, franchises, authorizations, patents, copyrights, service
marks, trademarks and trade names, or rights thereto, that individually or in
the aggregate are Material, without known conflict with the rights of others;

          (b) to the best knowledge of the Company, no product of the Company or
any Restricted Subsidiary infringes in any material respect any license, permit,
franchise, authorization, patent, copyright, service mark, trademark, trade name
or other right owned by any other Person; and

          (c) to the best knowledge of the Company, there is no Material
violation by any Person of any right of the Company or any of its Restricted
Subsidiaries with respect to any patent, copyright, service mark, trademark,
trade name or other right owned or used by the Company or any of its Restricted
Subsidiaries.

     5.12 Compliance with ERISA.

          (a) The Company and each ERISA Affiliate have operated and
administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and could not reasonably be
expected to result in a Material Adverse Effect.  Neither the Company nor any
ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or
the penalty or excise tax provisions of the Code relating to employee benefit
plans (as defined in Section 3 of ERISA), and no event, transaction or condition
has occurred or exists that could reasonably be expected to result in the
incurrence of any such liability by the Company or any ERISA Affiliate, or in
the imposition of any Lien on any of the rights,

                                      9.
<PAGE>

properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to Section 401(a)(29) or 412 of the Code, other than such liabilities or
Liens as would not be individually or in the aggregate Material.

          (b) The present value of the aggregate benefit liabilities under each
of the Plans (other than Multiemployer Plans), determined as of the end of such
Plan's most recently ended plan year on the basis of the actuarial assumptions
specified for funding purposes in such Plan's most recent actuarial valuation
report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities.  The term "benefit liabilities" has the
meaning specified in section 4001 of ERISA and the terms "current value" and
"present value" have the meaning specified in section 3 of ERISA.

          (c) The Company and its ERISA Affiliates have not incurred withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under
section 4201 or 4204 of ERISA in respect of Multiemployer Plans that
individually or in the aggregate are Material.

          (d) The expected postretirement benefit obligation (determined as of
the last day of the Company's most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Company and its ERISA Affiliates is not Material.

          (e) The execution and delivery of this Agreement and the issuance and
sale of the Notes hereunder will not involve any transaction that is subject to
the prohibitions of section 406 of ERISA or in connection with which a tax could
be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.  The
representation by the Company in the first sentence of this Section 5.12(e) is
made in reliance upon and subject to the accuracy of your representation in
Section 6.2 as to the sources of the funds used to pay the purchase price of the
Notes to be purchased by you.

     5.13 Private Offering by the Company.

          Neither the Company nor anyone acting on its behalf has offered the
Notes or any similar securities for sale to, or solicited any offer to buy any
of the same from, or otherwise approached or negotiated in respect thereof with,
any Person other than you, the Other Purchasers and not more than 35 other
Institutional Investors, each of which has been offered the Notes at a private
sale for investment.  Neither the Company nor anyone acting on its behalf has
taken, or will take, any action that would subject the issuance or sale of the
Notes to the registration requirements of Section 5 of the Securities Act.

     5.14 Use of Proceeds; Margin Regulations.

          The Company will apply the proceeds of the sale of the Notes as set
forth in Schedule 5.14.  No part of the proceeds from the sale of the Notes
hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 221), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to

                                      10.
<PAGE>

involve the Company in a violation of Regulation X of said Board (12 CFR 224) or
to involve any broker or dealer in a violation of Regulation T of said Board (12
CFR 220).  Margin stock does not constitute more than 5% of the value of the
consolidated assets of the Company and its Subsidiaries and the Company does not
have any present intention that margin stock will constitute more than 5% of the
value of such assets. As used in this Section, the terms "margin stock" and
"purpose of buying or carrying" shall have the meanings assigned to them in said
Regulation U.

     5.15 Existing Indebtedness; Future Liens.

          (a) Schedule 5.15 sets forth a complete and correct list of all
outstanding Indebtedness of the Company and its Restricted Subsidiaries as of
the date hereof.  Neither the Company nor any Restricted Subsidiary is in
default and no waiver of default is currently in effect, in the payment of any
principal or interest on any Indebtedness of the Company or such Restricted
Subsidiary and no event or condition exists with respect to any Indebtedness of
the Company or any Restricted Subsidiary that would permit (or that with notice
or the lapse of time, or both, would permit) one or more Persons to cause such
Indebtedness to become due and payable before its stated maturity or before its
regularly scheduled dates of payment.

          (b) Neither the Company nor any Restricted Subsidiary has agreed or
consented to cause or permit in the future (upon the happening of a contingency
or otherwise) any of its property, whether now owned or hereafter acquired, to
be subject to a Lien not permitted by Section 10.3.

     5.16 Foreign Assets Control Regulations, etc.

          Neither the sale of the Notes by the Company hereunder nor its use of
the proceeds thereof will violate the Trading with the Enemy Act, as amended, or
any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

     5.17 Status under Certain Statutes.

          Neither the Company nor any Restricted Subsidiary is subject to
regulation under the Investment Company Act of 1940, as amended, the Public
Utility Holding Company Act of 1935, as amended, the Interstate Commerce Act, as
amended, or the Federal Power Act, as amended.

     5.18 Environmental Matters.

          Neither the Company nor any Subsidiary has knowledge of any claim or
has received any notice of any claim, and no proceeding has been instituted
raising any Material claim against the Company or any of its Subsidiaries or any
of their respective real properties now or formerly owned, leased or operated by
any of them or other assets, alleging any damage to the environment or violation
of any Environmental Laws.  Except as otherwise disclosed to you in writing,

                                      11.
<PAGE>

          (a) neither the Company nor any Subsidiary has knowledge of any facts
which would give rise to any Material claim, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or
in any way related to real properties now or formerly owned, leased or operated
by any of them or to other assets or their use;

          (b) neither the Company nor any of its Subsidiaries has stored any
Hazardous Materials on real properties now or formerly owned, leased or operated
by any of them and has not disposed of any Hazardous Materials in a manner
contrary to any Environmental Laws in each case in any manner that could
reasonably be expected to result in a Material Adverse Effect; and

          (c) all buildings on all real properties now owned, leased or operated
by the Company or any of its Subsidiaries are in Material compliance with
applicable Environmental Laws.

6.   Representations Of The Purchaser.

     6.1  Purchase for Investment.

          You represent that you are purchasing the Notes for your own account
or for one or more separate accounts maintained by you or for the account of one
or more pension or trust funds and not with a view to the distribution thereof,
provided that the disposition of your or their property shall at all times be
within your or their control.  You understand that the Notes have not been
registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from
registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the Notes.

     6.2  Source of Funds.

          You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "Source") to be used by
you to pay the purchase price of the Notes to be purchased by you hereunder:

          (a) the Source is an insurance company general account, within the
meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60
(issued July 12, 1995), and there is no employee benefit plan, treating as a
single plan, all plans maintained by the same employer or employee organization,
with respect to which the amount of general account reserves and liabilities of
all contracts held by or on behalf of such plan, exceed ten percent (10%) of the
total reserves and liabilities of such general account (exclusive of separate
account liabilities) plus surplus, as set forth in the National Association of
Insurance Commissioners' Annual Statement filed with your state of domicile; or

          (b) the Source is either (i) an insurance company pooled separate
account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a
bank collective investment fund, within the meaning of the PTE 91-38 (issued
July 12, 1991) and, except as you have disclosed to the Company in writing
pursuant to this paragraph (b), no employee benefit plan or

                                      12.
<PAGE>

group of plans maintained by the same employer or employee organization
beneficially owns more than 10% of all assets allocated to such pooled separate
account or collective investment fund; or

          (c) the Source constitutes assets of an "investment fund" (within the
meaning of Part V of the QPAM Exemption) managed by a "qualified professional
asset manager" or "QPAM" (within the meaning of Part V of the QPAM Exemption),
no employee benefit plan's assets that are included in such investment fund,
when combined with the assets of all other employee benefit plans established or
maintained by the same employer or by an affiliate (within the meaning of
Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption
are satisfied, neither the QPAM nor a Person controlling or controlled by the
QPAM (applying the definition of "control" in Section V(e) of the QPAM
Exemption) owns a 5% or more interest in the Company and (i) the identity of
such QPAM and (ii) the names of all employee benefit plans whose assets are
included in such investment fund have been disclosed to the Company in writing
pursuant to this paragraph (c); or

          (d) the Source is a governmental plan; or

          (e) the Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee benefit plans, each of
which has been identified to the Company in writing pursuant to this paragraph
(e); or

          (f) the Source does not include assets of any employee benefit plan,
other than a plan exempt from the coverage of ERISA.

     The Company shall deliver a certificate on the date of Closing with respect
to you and each Other Purchaser and, if legally and factually able to do so, on
or prior to the date of any transfer of the Notes, with respect to any
subsequent holder of the Notes, which certificate shall either state that (i)
the Company is neither a "party in interest" (as defined in Title I, Section
3(14) of ERISA) nor a "disqualified person" (as defined in Section 4975(e)(2) of
the Code), with respect to any plan identified pursuant to paragraphs (b) or (e)
above, or (ii) with respect to any plan identified pursuant to paragraph (c)
above, neither the Company nor any "affiliate" (as defined in Section V(c) of
the QPAM Exemption) has at this time, and during the immediately preceding one
year, has exercised the authority to appoint or terminate said QPAM as manager
of the assets of any plan identified in writing pursuant to paragraph (c) above
or to negotiate the terms of said QPAM's management agreement on behalf of any
such identified plans.

As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan", "party in interest" and "separate account" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

                                      13.
<PAGE>

7.   Information As To Company.

     7.1  Financial and Business Information.

          The Company shall deliver to each holder of Notes that is an
Institutional Investor:

          (a)  Quarterly Statements -- within 45 days after the end of each
quarterly fiscal period in each fiscal year of the Company (other than the last
quarterly fiscal period of each such fiscal year), duplicate copies of,

               (i)  a consolidated balance sheet of the Company and its
Restricted Subsidiaries as at the end of such quarter, and

               (ii) consolidated statements of income, changes in shareholders'
equity and cash flows of the Company and its Restricted Subsidiaries, for such
quarter and (in the case of the second and third quarters) for the portion of
the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding
periods in the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP applicable to quarterly financial statements generally, and
certified by a Senior Financial Officer as fairly presenting, in all material
respects, the financial position of the companies being reported on and their
results of operations and cash flows, subject to changes resulting from year-end
adjustments;

          (b)  Annual Statements -- within 90 days after the end of each fiscal
year of the Company, duplicate copies of,

               (i)  a consolidated balance sheet of the Company and its
Restricted Subsidiaries, as at the end of such year, and

               (ii) consolidated statements of income, changes in shareholders'
equity and cash flows of the Company and its Restricted Subsidiaries, for such
year,

setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied by

                    (a)  an opinion thereon of independent certified public
accountants of recognized national standing, which opinion shall state that such
financial statements present fairly, in all material respects, the financial
position of the companies being reported upon and their results of operations
and cash flows and have been prepared in conformity with GAAP, and that the
examination of such accountants in connection with such financial statements has
been made in accordance with generally accepted auditing standards, and that
such audit provides a reasonable basis for such opinion in the circumstances,
and

                    (b)  a certificate of such accountants stating that they
have reviewed Article 10 of this Agreement and stating further whether, in
making their audit, they have become aware of any condition or event that then
constitutes a Default or an Event of

                                      14.
<PAGE>

Default, and, if they are aware that any such condition or event then exists,
specifying the nature and period of the existence thereof (it being understood
that such accountants shall not be liable, directly or indirectly, for any
failure to obtain knowledge of any Default or Event of Default resulting from
any non-compliance with the provisions of Article 10 unless such accountants
should have obtained knowledge thereof in making an audit in accordance with
generally accepted auditing standards or did not make such an audit);

          (c)  SEC and Other Reports -- promptly upon their becoming available,
one copy of (i) each financial statement, report, notice or proxy statement sent
by the Company or any Restricted Subsidiary to public securities holders
generally, and (ii) each regular or periodic report, each registration statement
(without exhibits except as expressly requested by such holder), and each
prospectus and all amendments thereto filed by the Company or any Restricted
Subsidiary with the Securities and Exchange Commission and of all press releases
and other statements made available generally by the Company or any Restricted
Subsidiary to the public concerning developments that are Material;

          (d)  Notice of Default or Event of Default -- promptly, and in any
event within five days after a Responsible Officer becoming aware of the
existence of any Default or Event of Default or that any Person has given any
notice or taken any action with respect to a claimed default hereunder or that
any Person has given any notice or taken any action with respect to a claimed
default of the type referred to in Section 11(f), a written notice specifying
the nature and period of existence thereof and what action the Company is taking
or proposes to take with respect thereto;

          (e)  ERISA Matters -- promptly, and in any event within five days
after a Responsible Officer becoming aware of any of the following, a written
notice setting forth the nature thereof and the action, if any, that the Company
or an ERISA Affiliate proposes to take with respect thereto:

               (i)   with respect to any Plan, any reportable event, as defined
in section 4043(b) of ERISA and the regulations thereunder, for which notice
thereof has not been waived pursuant to such regulations as in effect on the
date hereof; or

               (ii)  the taking by the PBGC of steps to institute, or the
threatening by the PBGC of the institution of, proceedings under section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a
Multiemployer Plan that such action has been taken by the PBGC with respect to
such Multiemployer Plan; or

               (iii) any event, transaction or condition that could result
in the incurrence of any liability by the Company or any ERISA Affiliate
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of
the Code relating to employee benefit plans, or in the imposition of any Lien on
any of the rights, properties or assets of the Company or any ERISA Affiliate
pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if
such liability or Lien, taken together with any other such liabilities or Liens
then existing, could reasonably be expected to have a Material Adverse Effect;

                                      15.
<PAGE>

          (f)  Notices from Governmental Authority -- promptly, and in any event
within 30 days of receipt thereof, copies of any notice to the Company or any
Subsidiary from any federal or state Governmental Authority relating to any
order, ruling, statute or other law or regulation that could reasonably be
expected to have a Material Adverse Effect; and

          (g)  Requested Information -- with reasonable promptness, such other
data and information relating to the business, operations, affairs, financial
condition, assets or properties of the Company or any of its Restricted
Subsidiaries or relating to the ability of the Company or any Guarantor to
perform their respective obligations under the Transaction Documents to which
such Person is a party as from time to time may be reasonably requested by any
such holder of Notes.

     7.2  Officer's Certificate.

          Each set of financial statements delivered to a holder of Notes
pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a
certificate of a Senior Financial Officer setting forth:

          (a)  Covenant Compliance -- the information (including detailed
calculations) required in order to establish whether the Company was in
compliance with the requirements of Section 10.3 through Section 10.8 hereof,
inclusive, during the quarterly or annual period covered by the statements then
being furnished (including with respect to each such Section, where applicable,
the calculations of the maximum or minimum amount, ratio or percentage, as the
case may be, permissible under the terms of such Sections, and the calculation
of the amount, ratio or percentage then in existence); and

          (b)  Event of Default -- a statement that such officer has reviewed
the relevant terms hereof and has made, or caused to be made, under his or her
supervision, a review of the transactions and conditions of the Company and its
Subsidiaries from the beginning of the quarterly or annual period covered by the
statements then being furnished to the date of the certificate and that such
review shall not have disclosed the existence during such period of any
condition or event that constitutes a Default or an Event of Default or, if any
such condition or event existed or exists (including, without limitation, any
such event or condition resulting from the failure of the Company or any
Subsidiary to comply with any Environmental Law), specifying the nature and
period of existence thereof and what action the Company shall have taken or
proposes to take with respect thereto.

     7.3  Inspection.

          The Company shall permit the representatives of each holder of Notes
that is an Institutional Investor:

          (a)  No Default -- if no Default or Event of Default then exists, at
the expense of such holder and upon reasonable prior notice to the Company, to
visit the principal executive office of the Company, to discuss the affairs,
finances and accounts of the Company and its Subsidiaries with the Company's
officers, and (with the consent of the Company, which consent will not be
unreasonably withheld) its independent public accountants, and (with the consent
of the Company, which consent will not be unreasonably withheld) to visit the
other offices and

                                      16.
<PAGE>

properties of the Company and each Subsidiary, all at such reasonable times and
as often as may be reasonably requested in writing; and

          (b)  Default -- if a Default or Event of Default then exists, at the
expense of the Company to visit and inspect any of the offices or properties of
the Company or any Subsidiary, to examine all their respective books of account,
records, reports and other papers, to make copies and extracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
officers and independent public accountants (and by this provision the Company
authorizes said accountants to discuss the affairs, finances and accounts of the
Company and its Subsidiaries), all at such times and as often as may be
requested.

8.  Prepayment Of The Notes; Change in Control.  The Notes shall be subject to
required prepayment as and to the extent provided in Section 8.1.  The Notes
shall also be subject to prepayment under the circumstances set forth in Section
8.2 and Section 8.5, respectively.

     8.1  Required Prepayments.

          On November 15, 2004 and November 15, 2005 the Company will prepay
$26,666,666.67 principal amount (or such lesser principal amount as shall then
be outstanding) of the Notes at par and without payment of the Make-Whole Amount
or any premium, provided that upon any partial prepayment of the Notes pursuant
to Section 8.2 or purchase of the Notes permitted by Section 8.6 the principal
amount of each required prepayment of the Notes becoming due under this Section
8.1 on and after the date of such prepayment or purchase shall be reduced in the
same proportion as the aggregate unpaid principal amount of the Notes is reduced
as a result of such prepayment or purchase.

     8.2  Optional Prepayments, Prepayments Under Intercreditor Agreement with
Make-Whole Amount.

          The Company may, at its option, upon notice as provided below, prepay
at any time all, or from time to time any part of, the Notes, in an amount not
less than $5,000,000 (or such lesser principal amount as shall then be
outstanding) of the aggregate principal amount of the Notes then outstanding in
the case of a partial prepayment, at 100% of the principal amount so prepaid,
plus the Make-Whole Amount determined for the prepayment date with respect to
such principal amount. The Company will give each holder of Notes written notice
of each optional prepayment under this Section 8.2 not less than 30 days and not
more than 60 days prior to the date (which must be a Business Day) fixed for
such prepayment.  Each such notice shall specify such date, the aggregate
principal amount of the Notes to be prepaid on such date, the principal amount
of each Note held by such holder to be prepaid (determined in accordance with
Section 8.3), and the interest to be paid on the prepayment date with respect to
such principal amount being prepaid, and shall be accompanied by a certificate
of a Senior Financial Officer as to the estimated Make-Whole Amount due in
connection with such prepayment (calculated as if the date of such notice were
the date of the prepayment), setting forth the details of such computation.  Two
Business Days prior to such prepayment, the Company shall deliver to each holder
of Notes a certificate of a Senior Financial Officer specifying the calculation
of such Make-Whole Amount as of the specified prepayment date.

                                      17.
<PAGE>

          Each prepayment of the Notes made with a distribution made pursuant to
the Intercreditor Agreement shall be made at 100% of the principal amount so
prepaid plus interest thereon to the prepayment date and the Make-Whole Amount,
if any, with respect to each such Note.

     8.3  Allocation of Partial Prepayments.

          In the case of each partial prepayment of the Notes, the principal
amount prepaid shall be allocated among all of the Notes at the time outstanding
in proportion, as nearly as practicable, to the respective unpaid principal
amounts thereof not theretofore prepaid.

     8.4  Maturity; Surrender, etc.

          In the case of each prepayment of Notes pursuant to this Section 8,
the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any.  From and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the interest and Make-
Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue.  Any Note paid or prepaid in full shall be surrendered to the
Company and cancelled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

     8.5  Change In Control.

          (a)  Notice of Change in Control. The Company will, within 10 Business
Days after any Responsible Officer has knowledge of the occurrence of any Change
in Control or Control Event, give written notice of such Change in Control or
Control Event to each holder of Notes unless notice in respect of such Change in
Control or Control Event shall have been given pursuant to subparagraph (b) of
this Section 8.5. If a Change in Control has occurred, such notice shall contain
and constitute an offer to prepay Notes as described in subparagraph (c) of this
Section 8.5 and shall be accompanied by the certificate described in
subparagraph (f) of this Section 8.5.

          (b)  Condition to Company Action. The Company will not take any action
that consummates or finalizes a Change in Control unless (i) at least 30 days
prior to such action it shall have given to each holder of Notes written notice
containing and constituting an offer to prepay Notes as described in
subparagraph (c) of this Section 8.5, accompanied by the certificate described
in subparagraph (f) of this Section 8.5 and (ii) contemporaneously with such
action, it prepays all Notes required to be prepaid in accordance with this
Section 8.5.

          (c)  Offer to Prepay Notes.  The offer to prepay Notes contemplated by
subparagraphs (a) and (b) of this Section 8.5 shall be an offer to prepay, in
accordance with and subject to this Section 8.5, all, but not less than all, the
Notes held by each holder (in this case only, "holder" in respect of any Note
registered in the name of a nominee for a disclosed beneficial owner shall mean
such beneficial owner) on a date specified in such offer (the "Proposed
Prepayment Date") which shall be not less than 30 days and not more than 60 days
after the date of such offer. If the Proposed Prepayment Date shall not be
specified in such offer, the Proposed Prepayment Date shall be the thirtieth day
after the date of such offer.

                                      18.
<PAGE>

          (d)  Acceptance.  A holder of Notes may accept or reject the offer to
prepay made pursuant to this Section 8.5 by causing a notice of such acceptance
or rejection to be delivered to the Company at least 10 days prior to the
Proposed Prepayment Date.  A failure by a holder of Notes to timely respond to
an offer to prepay made pursuant to this Section 8.5 shall be deemed to
constitute an acceptance of such offer by such holder.

          (e)  Prepayment.  Prepayment of the Notes to be prepaid pursuant to
this Section 8.5 shall be at 100% of the principal amount of such Notes plus
interest thereon to the prepayment date, together with any Make-Whole Amount due
in connection therewith.

          (f)  Officer's Certificate. Each offer to prepay the Notes pursuant to
this Section 8.5 shall be accompanied by a certificate, executed by a Senior
Financial Officer of the Company and dated the date of such offer, specifying:
(i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this
Section 8.5; (iii) the estimated Make-Whole Amount due in connection with such
prepayment of each Note (calculated as if the date of such notice were the date
of the prepayment), setting forth the details of such computation; (iv) the
interest that would be due on each Note offered to be prepaid, accrued to the
Proposed Repayment Date; (v) that the conditions of this Section 8.5 have been
fulfilled; and (vi) in reasonable detail, the nature and date or proposed date
of the Change in Control. Two Business Days prior to such prepayment the Company
shall deliver to each holder of Notes a certificate of a Senior Financial
Officer specifying the calculation of the Make-Whole Amount, if any, with
respect to each Note.

     8.6  Purchase of Notes.

          The Company will not, and will not permit any Affiliate to, purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes.  The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

     8.7  Make-Whole Amount.

          The term "Make-Whole Amount" means, with respect to any Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero.  For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:

          "Called Principal" means, with respect to any Note, the principal of
such Note that is to be prepaid pursuant to Section 8.2 or 8.5 or has become or
is declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.

          "Discounted Value" means, with respect to the Called Principal of any
Note, the amount obtained by discounting all Remaining Scheduled Payments with
respect to such Called Principal from their respective scheduled due dates to
the Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied
<PAGE>

on the same periodic basis as that on which interest on the Notes is payable)
equal to the Reinvestment Yield with respect to such Called Principal.

          "Reinvestment Yield" means, with respect to the Called Principal of
any Note, 0.75% over the yield to maturity implied by (i) the yields reported,
as of 10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display designated
as "Page 678" on Bridge/Telerate (or such other display as may replace Page 678
on Bridge/Telerate) for actively traded U.S. Treasury securities having a
maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date, or (ii) if such yields are not reported as of such time or the
yields reported as of such time are not ascertainable, the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded U.S.
Treasury security with the maturity closest to and greater than the Remaining
Average Life and (2) the actively traded U.S. Treasury security with the
maturity closest to and less than the Remaining Average Life. The Reinvestment
Yield will be rounded to that number of decimal places as appears in the coupon
for the Notes.

          "Remaining Average Life" means, with respect to any Called Principal,
the number of years (calculated to the nearest one-twelfth year) obtained by
dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to the
nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

          "Remaining Scheduled Payments" means, with respect to the Called
Principal of any Note, all payments of such Called Principal and interest
thereon that would be due after the Settlement Date with respect to such Called
Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the terms of the Notes, then the
amount of the next succeeding scheduled interest payment will be reduced by the
amount of interest accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant to Section 8.2 or 8.5 or 12.1.

          "Settlement Date" means, with respect to the Called Principal of any
Note, the date on which such Called Principal is to be prepaid pursuant to
Section 8.2 or 8.5 or has become or is declared to be immediately due and
payable pursuant to Section 12.1, as the context requires.

                                      20.
<PAGE>

9.   Affirmative Covenants.

     The Company covenants that so long as any of the Notes are outstanding:

     9.1  Compliance with Law.

          The Company will and will cause each of its Subsidiaries to comply
with all laws, ordinances or governmental rules or regulations to which each of
them is subject, including, without limitation, Environmental Laws, ERISA and
the Fair Labor Standards Act, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     9.2  Insurance.

          The Company will and will cause each of its Restricted Subsidiaries to
maintain, with financially sound and reputable insurers, insurance with respect
to their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated, and the Company and each Guarantor will, in addition, maintain
insurance consistent with the requirements of the Collateral Documents.

     9.3  Maintenance of Properties.

          The Company will and will cause each of its Restricted Subsidiaries
and each Guarantor to maintain and keep, or cause to be maintained and kept,
their respective properties in good repair, working order and condition (other
than ordinary wear and tear), so that the business carried on in connection
therewith may be properly conducted at all times, provided that this Section
shall not prevent the Company or any Restricted Subsidiary or Guarantor from
discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; provided, however,
that nothing in this Section 9.3 shall affect or reduce the obligations of the
Company or any Restricted Subsidiary set forth in the Collateral Documents.

     9.4  Payment of Taxes and Claims.

          The Company will and will cause each of its Subsidiaries to file all
tax returns required to be filed in any jurisdiction and to pay and discharge
all taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies imposed on them or any of their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent
and all claims for which sums have become due and payable that have or might
become a Lien on

                                      21.
<PAGE>

properties or assets of the Company or any Subsidiary, provided that neither the
Company nor any Subsidiary need pay any such tax or assessment or claims if (i)
the amount, applicability or validity thereof is contested by the Company or
such Subsidiary on a timely basis in good faith and in appropriate proceedings,
and the Company or such Subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of the Company or such Subsidiary or (ii) the
nonpayment of all such taxes and assessments in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

     9.5  Corporate Existence, etc.

          Subject to Section 10.2(b), the Company will at all times preserve and
keep in full force and effect its corporate existence.  Subject to Sections 10.2
and 10.8, the Company will at all times preserve and keep in full force and
effect the corporate existence of each of its Restricted Subsidiaries (unless
merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights
and franchises of the Company and its Restricted Subsidiaries unless, in the
good faith judgment of the Company, the termination of or failure to preserve
and keep in full force and effect such corporate existence, right or franchise
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

     9.6  Information Required by Rule 144A.

          The Company covenants that it will, upon the request of the holder of
any Note, provide such holder, and any qualified institutional buyer designated
by such holder, such financial and other information pertaining to the Company
or any of its Subsidiaries as such holder may reasonably determine to be
necessary in order to permit compliance with the information requirements of
Rule 144A under the Securities Act in connection with the resale of Notes,
except at such times as the Company or such Subsidiary is subject to and in
compliance with the reporting requirements of section 13 or 15(d) of the
Exchange Act.  For the purpose of this Section 9.6, the term "qualified
institutional buyer" shall have the meaning specified in Rule 144A under the
Securities Act.

     9.7  Additional Guarantors.

          The Company shall cause each domestic or foreign Subsidiary that
becomes a party to a Bank Guaranty Agreement from time to time, concurrently
with such Person's becoming a party to such Bank Guaranty Agreement, to (a) to
execute and deliver to each holder of a Note a counterpart of the Multiparty
Guaranty in accordance with the provisions set forth therein and, in the event
and to the extent required pursuant to the terms of the Intercreditor Agreement,
to become a party to any or all of the Collateral Documents and (b) to deliver
to each holder of a Note, together with the Multiparty Guaranty, (i) certified
copies of such Person's articles of incorporation or similar charter document,
together with a good standing certificate from the jurisdiction of its
organization, each dated as of a recent date, and such other evidence of the
status of such Person as any holder of Notes may reasonably request, (ii) a copy
of such Person's by-laws or similar document, certified by the corporate
secretary or assistant secretary of such Person (or similar representative of
such Person) as of a recent date prior to their delivery to the holders of
Notes, (iii) a certificate executed by the corporate secretary or assistant
secretary of such Person (or similar representative of such Person) as to (1)
the fact that the

                                      22.
<PAGE>

attached resolutions approving and authorizing the execution, delivery and
performance of the Multiparty Guaranty (and any Collateral Documents to which
such Person is required to become a party) are in full force and effect and have
not been modified or amended and (2) the names and true signatures of the
officers of such Person authorized to sign the Multiparty Guaranty (and any
Collateral Documents to which such Person is required to become a party), (iv) a
favorable opinion of counsel to such Person, in form and substance satisfactory
to each holder of Notes and its counsel, as to (w) the due organization and good
standing of such Person, (x) the due authorization, execution and delivery by
such Person of the Multiparty Guaranty (and any Collateral Documents to which
such Person is required to become a party), (y) the enforceability of the
Multiparty Guaranty (and any Collateral Documents to which such Person is
required to become a party) against such Person and (z) such other matters as
any of the holders of Notes may reasonably request, all of the foregoing to be
satisfactory to each of the holders of Notes and their counsel and (v) a
counterpart signature page to the Intercreditor Agreement pursuant to which such
Person acknowledges and agrees to the provisions of the Intercreditor Agreement.

     9.8  Most Favored Lender.

          If at any time any of the Company or any Restricted Subsidiary is a
party to or shall enter into any agreement, instrument or other document (other
than the Bank Credit Agreement as in effect at the Closing) relating to the
Indebtedness of the Company or any Restricted Subsidiary, which agreement,
instrument or other document includes financial or operating covenants (whether
affirmative or negative, and whether maintenance or incurrence) or defaults or
events of default that are more restrictive than those contained in this
Agreement or any of the other Transaction Documents or are not provided for in
this Agreement or any of the other Transaction Documents, then the Company shall
promptly, and in any event within 2 Business Days of entering into any such
instrument, agreement or other document (or within 2 Business Days of obtaining
knowledge of any existing agreement which contains such a provision), so advise
each holder of a Note in writing. Thereupon, unless waived in writing by the
Required Holders within 2 Business Days of the holders' receipt of such notice,
such covenants, defaults or events of default shall be deemed incorporated by
reference in this Agreement as if set forth fully herein, mutatis mutandis,
effective as of the date when such covenants, defaults or events of default
became effective under such other agreement, instrument or document and no such
provision may thereafter be waived, amended or modified under this Agreement
except pursuant to the provisions of Section 17.  Thereafter, upon the request
of the Required Holders, the Company and the Required Holders shall enter into
an additional agreement or an amendment to this Agreement or another Transaction
Document (as the Required Holders may request), evidencing the incorporation of
such covenants, defaults or events of default substantially as those provided
for in such other agreement, instrument or document.

     9.9  Further Assurances.

          The Company will execute and acknowledge (or cause to be executed or
acknowledged) and deliver to the Collateral Agent, for the benefit of the
lenders under the Bank Credit Agreement and the holders from time to time of the
Notes, all documents, and take all actions that may be requested by the
Collateral Agent to confirm the rights created or now or

                                      23.
<PAGE>

hereafter intended to be created under the Transaction Documents, or otherwise
to carry out the purposes of the Transaction Documents and the transactions
contemplated thereunder.

10.  Negative Covenants.

     The Company covenants that so long as any of the Notes are outstanding:

     10.1 Transactions with Affiliates.

          The Company will not, and will not permit any Restricted Subsidiary
to, enter into directly or indirectly any transaction or group of related
transactions (including, without limitation, the purchase, lease, sale or
exchange of properties of any kind or the rendering of any service) with any
Affiliate (other than the Company or another Restricted Subsidiary), except in
the ordinary course and pursuant to the reasonable requirements of the Company's
or such Restricted Subsidiary's business and upon fair and reasonable terms no
less favorable to the Company or such Restricted Subsidiary than would be
obtainable in a comparable arm's-length transaction with a Person not an
Affiliate.

     10.2 Merger, Consolidation, etc.

          The Company will not, and will not permit any Restricted Subsidiary
to, consolidate with or merge with any other Person or convey, transfer or lease
substantially all of its assets in a single transaction or series of
transactions to any Person; provided that so long as no Default or Event of
Default exists immediately prior to such transaction or would exist immediately
after the consummation thereof:

          (a)  Any Restricted Subsidiary may merge into the Company or another
Wholly-Owned Restricted Subsidiary;

          (b)  the Company may consolidate with or merge with another
corporation or convey, transfer or lease substantially all of its assets in a
single transaction or series of transactions to another corporation provided
that the successor formed by such consolidation or the survivor of such merger
or the Person that acquires by conveyance, transfer or lease substantially all
of the assets of the Company as an entirety, as the case may be (the "Successor
Corporation"), shall be a solvent corporation organized and existing under the
laws of the United States, any State thereof or the District of Columbia, and,
if the Company is not the Successor Corporation, (i) the Successor Corporation
shall have executed and delivered to each holder of any Notes its assumption of
the due and punctual performance and observance of each covenant and condition
of this Agreement, the Other Agreements, the Notes and the other Transaction
Documents to which the Company was a party immediately prior to the consummation
of such transaction and (ii) shall have caused to be delivered to each holder of
any Notes an opinion of nationally recognized independent counsel, or other
independent counsel reasonably satisfactory to the Required Holders, to the
effect that all agreements or instruments effecting such assumption are
enforceable in accordance with their terms and comply with the terms hereof; or

          (c)  the Company or any Restricted Subsidiary may sell, transfer or
dispose of shares of any Restricted Subsidiary, and any Restricted Subsidiary
may merge with any other

                                      24.
<PAGE>

Person so long as the book value in accordance with GAAP of the assets subject
to such sale, transfer or disposition, or of the assets of such Restricted
Subsidiary, in each case would be in an amount that would be permitted under
Section 10.8.

No such conveyance, transfer or lease of substantially all of the assets of the
Company shall have the effect of releasing the Company or any successor
corporation that shall theretofore have become such in the manner prescribed in
this Section 10.2 from its liability under this Agreement or the Notes.

     10.3 Liens.

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist
(upon the happening of a contingency or otherwise) any Lien on or with respect
to any property or asset (including, without limitation, any document or
instrument in respect of goods or accounts receivable) of the Company or any
such Restricted Subsidiary, whether now owned or held or hereafter acquired, or
any income or profits therefrom, or assign or otherwise convey any right to
receive income or profits, except:

          (a)  Liens for taxes, assessments or other governmental charges which
are not yet due and payable or the payment of which is not at the time required
by Section 9.4;

          (b)  statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics, materialmen and other similar Liens, in each case, incurred in the
ordinary course of business for sums not yet due and payable or the payment of
which is not at the time required by Section 9.4;

          (c)  Liens (other than any Lien imposed by ERISA) incurred or deposits
made in the ordinary course of business (i) in connection with workers'
compensation, unemployment insurance and other types of social security or
retirement benefits, or (ii) to secure (or to obtain letters of credit that
secure) the performance of tenders, statutory obligations, surety bonds, appeal
bonds, bids, leases (other than Capital Leases), performance bonds, government
contracts, purchase, construction or sales contracts and other similar
obligations, in each case not incurred or made in connection with the borrowing
of money, the obtaining of advances or credit or the payment of the deferred
purchase price of property;

          (d)  any attachment or judgment Lien, unless the judgment it secures
shall not, within 60 days after the entry thereof, have been discharged or
execution thereof stayed pending appeal, or shall not have been discharged
within 60 days after the expiration of any such stay; and any attachment or
judgment Lien as to which the Company or a Restricted Subsidiary has established
adequate reserves in accordance with GAAP on the books of the Company or such
Restricted Subsidiary;

          (e)  leases or subleases granted to others, easements, rights-of-way,
restrictions and other similar charges or encumbrances, in each case incidental
to, and not interfering with, the ordinary conduct of the business of the
Company or any of its Restricted Subsidiaries, provided that such Liens do not,
in the aggregate, materially detract from the value of such property;

                                      25.
<PAGE>

          (f)  Liens on property or assets of a Restricted Subsidiary securing
Debt of such Restricted Subsidiary owing to the Company or to a Wholly-Owned
Restricted Subsidiary;

          (g)  Liens existing on the date of this Agreement and securing the
Debt of the Company and its Restricted Subsidiaries constituting Capital Lease
Obligations in an amount not in excess of that amount referred to in Schedule
5.15 with respect to Capital Lease Obligations;

          (h)  any Lien created to secure all or any part of the purchase price,
or to secure Debt incurred or assumed to pay all or any part of the purchase
price or cost of construction, of property (or any improvement thereon) acquired
or constructed by the Company or a Restricted Subsidiary after the date of the
Closing, provided that

               (i)    any such Lien shall extend solely to the item or items of
     such property (or improvement thereon) so acquired or constructed,

               (ii)   the principal amount of the Debt secured by any such Lien
     shall at no time exceed an amount equal to the lesser of (A) the cost to
     the Company or such Restricted Subsidiary of the property (or improvement
     thereon) so acquired or constructed and (B) the Fair Market Value (as
     determined in good faith by the board of directors of the Company) of such
     property (or improvement thereon) at the time of such acquisition or
     construction, and

               (iii)  any such Lien shall be created contemporaneously with, or
     within 180 days after the acquisition or construction of such property (or
     improvement thereon);

          (i)  any Lien existing on property of a Person immediately prior to
its being consolidated with or merged into the Company or a Restricted
Subsidiary or its becoming a Restricted Subsidiary, or any Lien existing on any
property acquired by the Company or any Restricted Subsidiary at the time such
property is so acquired (whether or not the Debt secured thereby shall have been
assumed), provided that (i) no such Lien shall have been created or assumed in
contemplation of such consolidation or merger or such Person's becoming a
Restricted Subsidiary or such acquisition of property, and (ii) each such Lien
shall extend solely to the item or items of property so acquired;

          (j)  any Lien renewing, extending or refunding any Lien permitted by
paragraphs (g), (h) or (i) of this Section 10.3, provided that (i) the principal
amount of Debt secured by such Lien immediately prior to such extension, renewal
or refunding is not increased or the maturity or average life thereof reduced,
(ii) such Lien is not extended to any other property, and (iii) immediately
after such extension, renewal or refunding no Default or Event of Default would
exist;

          (k)  Liens created under the Collateral Documents in favor of the
Collateral Agent, for the benefit of (i) the lenders under the Bank Credit
Agreement, (ii) Affiliates (as defined in the Intercreditor Agreement) of such
lenders, or such lenders, in either case that enter into Hedging Agreements (as
defined in the Intercreditor Agreement) and (iii) the holders from time to time
of the Notes;

                                      26.
<PAGE>

          (l)  other Liens securing Debt not otherwise permitted by paragraphs
(a) through (j) of this Section 10.3, provided that the total amount of Priority
Debt at no time exceeds 15% of Consolidated Net Worth and provided, further that
no such Lien shall attach to property of the Company or any Subsidiary in or on
which a Lien has been created pursuant to the Collateral Documents as of the
Closing;

          (m)  any interest of title of a lessor under, and Liens arising from
UCC financing statements (or equivalent filings, registrations or agreements in
foreign jurisdictions) relating to, leases permitted by this Agreement;

          (n)  Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;

          (o)  Liens deemed to exist in connection with investments in
repurchase agreements to the extent permitted under Section10.11; and

          (p)  Normal and customary rights of set-off upon deposits of cash in
favor of banks or other depository institutions; provided, however, that such
banks or other depository institutions are party to the Intercreditor Agreement.

If, notwithstanding the prohibition contained herein, the Company shall, or
shall permit any of its Restricted Subsidiaries to, directly or indirectly
create, incur, assume or permit to exist any Lien, other than those Liens
permitted by the provisions of clauses (a) through (l) of this Section 10.3, the
Company will make or cause to be made effective provision whereby the Notes will
be secured equally and ratably with any and all other obligations thereby
secured, such security to be pursuant to agreements reasonably satisfactory to
the Required Holders and, in any such case, the Notes shall have the benefit, to
the full extent that, and with such priority as, the holders of the Notes may be
entitled under applicable law, of an equitable Lien on such Property.  Such
violation of this Section 10.3 will constitute an Event of Default, whether or
not provision is made for an equal and ratable Lien pursuant to this Section
10.3.

     10.4 Priority Debt.

          The Company will not permit the sum of (i) the aggregate amount of
Debt of its Restricted Subsidiaries (other than Debt owed to the Company or
another Restricted Subsidiary and Debt created under the Multiparty Guaranty or,
so long as the Intercreditor Agreement is effective, under the guaranty
provisions of the Bank Credit Agreement to support the obligations of the
Company thereunder) plus (ii) the amount of obligations secured by Liens
described in clause (l) of Section 10.3 (collectively, "Priority Debt") at any
time to exceed 15% of Consolidated Net Worth.

     10.5 Debt to EBITDA.

          The Company will not at any time permit the ratio of:  (i)
Consolidated Debt at such time; to (ii) Consolidated EBITDA, based upon the
financial statements of the Company and its Restricted Subsidiaries for the most
recently completed four fiscal quarters, to be greater than 2.75:1.00.

                                      27.
<PAGE>

     10.6 Fixed Charge Coverage Ratio.

          The Company will not permit, at the end of any fiscal quarter of the
Company, based upon the financial statements of the Company for the most
recently completed four fiscal quarters, the ratio of:  (i) an amount equal to
the sum of (a) Consolidated EBITDA plus (b) expenses in respect of operating
leases and rent; to (ii) Consolidated Fixed Charges, to be less than 2.00:1.00.

     10.7 Consolidated Net Worth.

          The Company will not at any time permit Consolidated Net Worth to be
less than the sum of (a) $110,000,000 plus (b) an aggregate amount equal to 75%
of Consolidated Net Income (but only if such amount is a positive number) for
each completed fiscal quarter ended after December 31, 2000 plus (c) an
aggregate amount equal to 100% of the net proceeds of any Equity Transaction
received after the Closing.

     10.8 Sale of Assets.

          Except as permitted under Section 10.2, the Company will not, and will
not permit any of its Restricted Subsidiaries to, make any Asset Disposition
unless:

          (a)  in the good faith opinion of the Company, the Asset Disposition
is in exchange for consideration having a Fair Market Value at least equal to
that of the property exchanged and is in the best interest of the Company or
such Restricted Subsidiary; and

          (b)  immediately before and after giving effect to the Asset
Disposition, no Default or Event of Default would exist; and

          (c)  immediately after giving effect to the Asset Disposition, (i) the
Disposition Value of all property that was the subject of any Asset Disposition
(including any Asset Disposition described in Section 10.2(c) and any
designation of any Restricted Subsidiary as an Unrestricted Subsidiary)
occurring in the then current fiscal year of the Company would not exceed 10% of
Consolidated Assets as at the end of the then most recently ended fiscal year of
the Company and (ii) all property that was the subject of any Asset Disposition
(including any Asset Disposition described in Section 10.2(c) and any
designation of any Restricted Subsidiary as an Unrestricted Subsidiary)
occurring in the then current fiscal year of the Company shall not have
contributed 10% or more of Consolidated Net Income for the most recently
completed fiscal year of the Company.

If the Net Proceeds Amount for any Transfer is applied to a Debt Prepayment
Application or a Property Reinvestment Application within 180 days after such
Transfer, then such Transfer, only for the purpose of determining compliance
with subsection (c) of this Section 10.8 as of any date, shall be deemed not to
be an Asset Disposition.

Notwithstanding anything to the contrary in this Section 10.8, the Company or
any Restricted Subsidiary may sell property and lease, as lessee, the same
property, within 180 days following the acquisition or construction of such
property.

                                      28.
<PAGE>

     10.9 Acquisitions.

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, acquire:  (1) including in connection with an Equity
Transaction, all or any portion of the capital stock or other ownership interest
in any Person (other than a Person that is a Wholly-Owned Restricted Subsidiary
immediately prior to such acquisition), or any other securities convertible into
or exchangeable for, or warrants exercisable for, the capital stock or other
ownership interest in any such Person; or (2) all or any substantial portion of
the assets, property or operations of a Person (other than a Person that is a
Wholly-Owned Restricted Subsidiary immediately prior to such acquisition), in
the case of either the foregoing clause (1) or (2) of this sentence, without the
prior written consent of the holders of a majority in aggregate principal amount
of Notes (which consent shall not be unreasonably withheld or delayed) unless:

          (a)  in the case of an acquisition described in clause (1) of the
first sentence of this Section 10.9, if, after giving effect to such
acquisition, the Person acquired will not be a Restricted Subsidiary, then such
acquisition shall be permitted under Section 10.11; or

          (b)  in the case of either (A) an acquisition described in clause (1)
of the first sentence of this Section 10.9, if, after giving effect to such
acquisition, the Person acquired will be a Restricted Subsidiary or (B) an
acquisition described in clause (2) of the first sentence of this Section 10.9,
then

               (i)    the value of consideration paid by the Company or such
Restricted Subsidiary in any such acquisition or series of related acquisitions
(which shall be equal to the sum of (x) the amount of any cash or Cash
Equivalents paid as consideration for such acquisition, (y) the Fair Market
Value of any capital stock of the Company issued in connection therewith
(determined on the closing date for such acquisition) and the Fair Market Value
of any other property given as consideration for such acquisition and (z) the
aggregate principal amount of Indebtedness assumed as consideration for such
acquisition, together with the assumed amount of accrued and unpaid interest and
fees and any costs payable in connection therewith) shall not exceed
$15,000,000,

               (ii)   such acquisition shall be permitted under Section 10.10,

               (iii)  the Board of Directors of the Person which is the subject
of such acquisition shall have duly approved such acquisition, and

               (iv)   no Default or Event of Default shall exist immediately
prior to the consummation of such acquisition or after giving effect thereto on
a pro forma basis.

Notwithstanding the foregoing and anything to the contrary in this Agreement,
any acquisition of SATO Travel, Inc. or any portion of its assets shall be on
terms satisfactory to the Required Holders.

     10.10 Nature of Business.

           The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business if, as a result, the general nature of
the business in which the Company

                                      29.
<PAGE>

and its Restricted Subsidiaries, taken as a whole, would then be engaged would
be substantially changed from the general nature of the business in which the
Company and its Restricted Subsidiaries, taken as a whole, are engaged at the
Closing.

     10.11 Permitted Investments.

           The Company will not, and will not permit any of its Restricted
Subsidiaries to, lend money or extend credit or make advances to any Person, or
purchase or acquire any capital stock, obligations or securities of, or any
other interest in, or make any capital contribution to, or otherwise make an
Investment in, any Person except for Permitted Investments and except as
permitted under Section 10.9.

     10.12 Restricted Payments.

           The Company will not, and will not permit any of its Restricted
Subsidiaries to, at any time, declare or make, or incur any liability to declare
or make, any Restricted Payment unless and to the extent that no Default or
Event of Default shall exist immediately prior to or after giving effect thereto
on a pro forma basis.

     10.13 Hostile Tender Offer.

           The Company covenants that none of the proceeds of the Notes will be
used to finance directly or indirectly any Hostile Tender Offer.

11.  Events Of Default.

     An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:

           (a) The Company defaults in the payment of any principal or Make-
Whole Amount, if any, on any Note when the same becomes due and payable, whether
at maturity or at a date fixed for prepayment or by declaration or otherwise; or

           (b) the Company defaults in the payment of any interest on any Note
for more than five Business Days after the same becomes due and payable; or

           (c) the Company defaults in the performance of or compliance with any
term contained in Sections 9.5, 9.7, 9.8 or 10; or

           (d) the Company or any Guarantor defaults in the performance of or
compliance with any term contained herein (other than those referred to in
paragraphs (a), (b) and (c) of this Section 11) or in any other Transaction
Document to which such Person is a party and such default is not remedied within
30 days after the earlier of (i) a Responsible Officer obtaining actual
knowledge of such default and (ii) the Company receiving written notice of such
default from any holder of a Note (any such written notice to be identified as a
"notice of default" and to refer specifically to this paragraph (d) of Section
11); or

                                      30.
<PAGE>

          (e)  any representation or warranty made in writing by or on behalf of
the Company or any Guarantor or by any officer of the Company or any Guarantor
in this Agreement or any other Transaction Document to which the Company or such
Guarantor is a party or in any writing furnished in connection with the
transactions contemplated hereby or thereby proves to have been false or
incorrect in any material respect on the date as of which made; or

          (f)  with respect to any Indebtedness described in this Section 11(f)
if the aggregate amount of all such Indebtedness exceeds $5,000,000:  (i) the
Company or any Restricted Subsidiary is in default (as principal or as guarantor
or other surety) in the payment of any principal of or premium or make-whole
amount or interest on any such outstanding Indebtedness beyond any period of
grace provided with respect thereto, or (ii) the Company or any Restricted
Subsidiary is in default in the performance of or compliance with any term of
any evidence of any such Indebtedness or of any mortgage, indenture or other
agreement relating thereto or any other condition exists, and as a consequence
of such default or condition any such Indebtedness has become, or has been
declared (or one or more Persons are entitled to declare such Indebtedness to
be), due and payable before its stated maturity or before its regularly
scheduled dates of payment, or (iii) as a consequence of the occurrence or
continuation of any event or condition (other than the passage of time or the
right of the holder of such Indebtedness to convert such Indebtedness into
equity interests), (x) the Company or any Restricted Subsidiary has become
obligated to purchase or repay such Indebtedness before its regular maturity or
before its regularly scheduled dates of payment, or (y) one or more Persons have
the right to require the Company or any Restricted Subsidiary so to purchase or
repay such Indebtedness;

          (g)  the Company or any Restricted Subsidiary (i) is generally not
paying, or admits in writing its inability to pay, its debts as they become due,
(ii) files, or consents by answer or otherwise to the filing against it of, a
petition for relief or reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction, (iii) makes
an assignment for the benefit of its creditors, (iv) consents to the appointment
of a custodian, receiver, trustee or other officer with similar powers with
respect to it or with respect to any substantial part of its property, (v) is
adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for
the purpose of any of the foregoing; or

          (h)  a court or Governmental Authority of competent jurisdiction
enters an order appointing, without consent by the Company or any of its
Restricted Subsidiaries, a custodian, receiver, trustee or other officer with
similar powers with respect to it or with respect to any substantial part of its
property, or constituting an order for relief or approving a petition for relief
or reorganization or any other petition in bankruptcy or for liquidation or to
take advantage of any bankruptcy or insolvency law of any jurisdiction, or
ordering the dissolution, winding-up or liquidation of the Company or any of its
Restricted Subsidiaries, or any such petition shall be filed against the Company
or any of its Restricted Subsidiaries and such petition shall not be dismissed
within 60 days; or

          (i)  a final judgment or judgments for the payment of money
aggregating in excess of $5,000,000 are rendered against one or more of the
Company and its Restricted Subsidiaries and which judgments are not, within 60
days after entry thereof, bonded, discharged

                                      31.
<PAGE>

or stayed pending appeal, or are not discharged within 60 days after the
expiration of such stay; or

          (j)  if (i) any Plan shall fail to satisfy the minimum funding
standards of ERISA or the Code for any plan year or part thereof or a waiver of
such standards or extension of any amortization period is sought or granted
under section 412 of the Code, (ii) a notice of intent to terminate any Plan
shall have been or is reasonably expected to be filed with the PBGC or the PBGC
shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the
Company or any ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the aggregate "amount of unfunded benefit liabilities"
(within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined
in accordance with Title IV of ERISA, shall exceed $5,000,000, (iv) the Company
or any ERISA Affiliate shall have incurred or is reasonably expected to incur
any liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans, (v) the Company or
any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company
or any Restricted Subsidiary establishes or amends any employee welfare benefit
plan that provides post-employment welfare benefits in a manner that would
increase the liability of the Company or any Restricted Subsidiary thereunder;
and any such event or events described in clauses (i) through (vi) above, either
individually or together with any other such event or events, could reasonably
be expected to have a Material Adverse Effect; or

          (k)  Any of the Transaction Documents shall cease for any reason to be
in full force and effect; or any party thereto (other than, in the case of the
Intercreditor Agreement, any holder of Notes or any other lender party thereto)
shall purport to disavow its obligations thereunder, shall declare that it does
not have any further obligation thereunder or shall contest the validity or
enforceability thereof; or any of the Liens created pursuant to the Collateral
Documents shall not be or shall have failed to remain a first-priority perfected
security interest or Lien, as applicable.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

12.  Remedies On Default, Etc.

     12.1 Acceleration.

          (a)  If an Event of Default with respect to the Company described in
paragraph (g) or (h) of Section 11 (other than an Event of Default described in
clause (i) of paragraph (g) or described in clause (vi) of paragraph (g) by
virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has
occurred, all the Notes then outstanding shall automatically become immediately
due and payable.

          (b)  If any Event of Default described in paragraph (a) or (b) of
Section 11 has occurred and is continuing, in addition to any action that may be
taken pursuant to Section 12.1(c), any holder or holders of Notes at the time
outstanding affected by such Event of Default

                                      32.
<PAGE>

may at any time, at its or their option, by notice or notices to the Company,
declare all the Notes held by it or them to be immediately due and payable.

          (c)  If any other Event of Default has occurred and is continuing, any
holder or holders of more than 50% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.

          Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived.  The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from prepayment by the
Company (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Company in the event that the Notes are
prepaid or are accelerated as a result of an Event of Default, is intended to
provide compensation for the deprivation of such right under such circumstances.

     12.2 Other Remedies.

          If any Default or Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof, or in aid
of the exercise of any power granted hereby or thereby or by law or otherwise.

     12.3 Rescission.

          At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of more than 50% in
principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the Notes.  No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

                                      33.
<PAGE>

     12.4 No Waivers or Election of Remedies, Expenses, etc.

          No course of dealing and no delay on the part of any holder of any
Note in exercising any right, power or remedy shall operate as a waiver thereof
or otherwise prejudice such holder's rights, powers or remedies.  No right,
power or remedy conferred by this Agreement, any Note or any other Transaction
Document upon any holder thereof shall be exclusive of any other right, power or
remedy referred to herein or therein or now or hereafter available at law, in
equity, by statute or otherwise.  Without limiting the obligations of the
Company under Section 15, the Company will pay to the holder of each Note on
demand such further amount as shall be sufficient to cover all costs and
expenses of such holder incurred in any enforcement or collection under this
Section 12, including, without limitation, reasonable attorneys' fees, expenses
and disbursements.  Notwithstanding anything to the contrary contained in this
Section 12.4, the Company shall not be required to pay or otherwise indemnify
any holder of Notes for any costs that arise out of or relate to disputes solely
between or among the holders of the Notes and not in any way involving the
Company or any Guarantor.

13.  Registration; Exchange; Substitution Of Notes.

     13.1 Registration of Notes.

          The Company shall keep at its principal executive office a register
for the registration and registration of transfers of Notes.  The name and
address of each holder of one or more Notes, each transfer thereof and the name
and address of each transferee of one or more Notes shall be registered in such
register.  Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner
and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary.  The Company shall give to
any holder of a Note that is an Institutional Investor promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.

     13.2 Transfer and Exchange of Notes.

          Upon surrender of any Note at the principal executive office of the
Company for registration of transfer or exchange (and in the case of a surrender
for registration of transfer, duly endorsed or accompanied by a written
instrument of transfer duly executed by the registered holder of such Note or
his attorney duly authorized in writing and accompanied by the address for
notices of each transferee of such Note or part thereof), the Company shall
execute and deliver, at the Company's expense (except as provided below), one or
more new Notes (as requested by the holder thereof) in exchange therefor, in an
aggregate principal amount equal to the unpaid principal amount of the
surrendered Note.  Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1.  Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon.  The Company may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes.  Notes shall not be
transferred in denominations of less than $100,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a

                                      34.
<PAGE>

denomination of less than $100,000. Any transferee, by its acceptance of a Note
registered in its name (or the name of its nominee), shall be deemed to have
made the representation set forth in Section 6.2.

     13.3 Replacement of Notes.

          Upon receipt by the Company of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from
such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and

          (a)  in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to it (provided that if the holder of such Note is, or
is a nominee for, an original Purchaser or another holder of a Note with a
minimum net worth of at least $10,000,000, such Person's own unsecured agreement
of indemnity shall be deemed to be satisfactory), or

          (b)  in the case of mutilation, upon surrender and cancellation
thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.

14.  Payments On Notes.

     14.1 Place of Payment.

          Subject to Section 14.2, payments of principal, Make-Whole Amount, if
any, and interest becoming due and payable on the Notes shall be made in New
York, New York at the principal office of The Bank of New York in such
jurisdiction.  The Company may at any time, by notice to each holder of a Note,
change the place of payment of the Notes so long as such place of payment shall
be either the principal office of the Company in such jurisdiction or the
principal office of a bank or trust company in such jurisdiction.

     14.2 Home Office Payment.

          So long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole Amount, if any, and interest by the method and at the address
specified for such purpose below your name in Schedule A, or by such other
method or at such other address as you shall have from time to time specified to
the Company in writing for such purpose, without the presentation or surrender
of such Note or the making of any notation thereon, except that upon written
request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, you shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1.  Prior to any sale or other disposition
of any Note held by you or your nominee you will, at your election, either
endorse thereon the

                                      35.
<PAGE>

amount of principal paid thereon and the last date to which interest has been
paid thereon or surrender such Note to the Company in exchange for a new Note or
Notes pursuant to Section 13.2. The Company will afford the benefits of this
Section 14.2 to any Institutional Investor that is the direct or indirect
transferee of any Note purchased by you under this Agreement and that has made
the same agreement relating to such Note as you have made in this Section 14.2.

15.  Expenses, Etc.

     15.1 Transaction Expenses.

          Whether or not the transactions contemplated hereby are consummated,
the Company will pay all costs and expenses (including reasonable attorneys'
fees of a special counsel and, if reasonably required, local or other counsel)
incurred by you and each Other Purchaser or holder of a Note in connection with
such transactions and in connection with any amendments, waivers or consents
under or in respect of this Agreement, the Notes and the other Transaction
Documents (whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the costs and expenses incurred in enforcing
or defending (or determining whether or how to enforce or defend) any rights
under this Agreement, the Notes or the other Transaction Documents or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement, the Notes or the other
Transaction Documents, or by reason of being a holder of any Note, and (b) the
costs and expenses, including financial advisors' fees, incurred in connection
with the insolvency or bankruptcy of the Company or any Subsidiary or in
connection with any work-out or restructuring of the transactions contemplated
hereby and by the Notes.  The Company will pay, and will save you and each other
holder of a Note harmless from, all claims in respect of any fees, costs or
expenses if any, of brokers and finders (other than those retained by you).

     15.2 Survival.

          The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement, the Notes or any other Transaction Document, and
the termination of this Agreement or any other Transaction Document.

16.  Survival Of Representations And Warranties; Entire Agreement.

     All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by you of any Note or portion thereof or interest therein and the payment of any
Note, and may be relied upon by any subsequent holder of a Note, regardless of
any investigation made at any time by or on behalf of you or any other holder of
a Note.  All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement or any other
Transaction Document shall be deemed representations and warranties of the
Company under this Agreement.  Subject to the preceding sentence, this
Agreement, the Notes and the other Transaction Documents to which the Company is
a party embody the entire agreement and

                                      36.
<PAGE>

understanding between you and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.

17.  Amendment And Waiver.

     17.1 Requirements.

          This Agreement, the Notes and any other Transaction Document may be
amended, and the observance of any term hereof, of the Notes or of the other
Transaction Documents may be waived (either retroactively or prospectively),
with (and only with) the written consent of the Company and the Required
Holders, except that (a) no amendment or waiver of any of the provisions of
Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used
therein), will be effective as to you unless consented to by you in writing, and
(b) no such amendment or waiver may, without the written consent of the holder
of each Note at the time outstanding affected thereby, (i) subject to the
provisions of Section 12 relating to acceleration or rescission, change the
amount or time of any prepayment or payment of principal of, or change the rate
or change the time of payment or method of computation of interest or of the
Make-Whole Amount on, the Notes, (ii) change the percentage of the principal
amount of the Notes the holders of which are required to consent to any such
amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or
20.

     17.2 Solicitation of Holders of Notes.

          (a)  Solicitation.  The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof, of the Notes or of the other Transaction Documents.  The Company will
deliver executed or true and correct copies of each amendment, waiver or consent
effected pursuant to the provisions of this Section 17 to each holder of
outstanding Notes promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the requisite holders of
Notes.

          (b)  Payment. The Company will not directly or indirectly pay or cause
to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes or any waiver or amendment of any of the terms and provisions hereof
unless such remuneration is concurrently paid, or security is concurrently
granted, on the same terms, ratably to each holder of Notes then outstanding
even if such holder did not consent to such waiver or amendment.

     17.3 Binding Effect, etc.

          Any amendment or waiver consented to as provided in this Section 17
applies equally to all holders of Notes and is binding upon them and upon each
future holder of any Note and upon the Company without regard to whether such
Note has been marked to indicate such amendment or waiver.  No such amendment or
waiver will extend to or affect any obligation, covenant, agreement, Default or
Event of Default not expressly amended or waived or impair

                                      37.
<PAGE>

any right consequent thereon. No course of dealing between the Company and the
holder of any Note nor any delay in exercising any rights hereunder, under any
Note or under any other Transaction Document shall operate as a waiver of any
rights of any holder of such Note. As used herein, the term "this Agreement" and
references thereto shall mean this Agreement as it may from time to time be
amended or supplemented.

     17.4 Notes held by Company, etc.

          Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement, the Notes or any other Transaction Document or have directed the
taking of any action provided herein, in the Notes or any other Transaction
Document to be taken upon the direction of the holders of a specified percentage
of the aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by the Company or any of its Affiliates shall be deemed not to
be outstanding.

18.  Notices.

     All notices and communications provided for hereunder shall be in writing
and sent (a) by facsimile if the sender on the same day sends a confirming copy
of such notice by a recognized overnight delivery service (charges prepaid), or
(b) by registered or certified mail with return receipt requested (postage
prepaid), or (c) by a recognized overnight delivery service (with charges
prepaid).  Any such notice must be sent:

               (i)    if to you or your nominee, to you or it at the address
specified for such communications in Schedule A, or at such other address as you
or it shall have specified to the Company in writing,

               (ii)   if to any other holder of any Note, to such holder at such
address as such other holder shall have specified to the Company in writing, or

               (iii)  if to the Company, to the Company at its address set
forth at the beginning hereof to the attention of its General Counsel, 84
Inverness Circle East, Englewood, Colorado 80112, or at such other address as
the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19.  Reproduction Of Documents.

     This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you may destroy any original document so reproduced.  The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the

                                      38.
<PAGE>

original is in existence and whether or not such reproduction was made by you in
the regular course of business) and any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence. This
Section 19 shall not prohibit the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such
reproduction.

20.  Confidential Information.

     For the purposes of this Section 20, "Confidential Information" means
information delivered to you by or on behalf of the Company or any Subsidiary in
connection with the transactions contemplated by or otherwise pursuant to this
Agreement that is proprietary in nature and that was clearly marked or labeled
or otherwise adequately identified when received by you as being confidential
information of the Company or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to you prior
to the time of such disclosure, (b) subsequently becomes publicly known through
no act or omission by you or any person acting on your behalf, (c) otherwise
becomes known to you other than through disclosure by the Company or any
Subsidiary or (d) constitutes financial statements delivered to you under
Section 7.1 that are otherwise publicly available.  You will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by you in good faith to protect confidential information of third
parties delivered to you, provided that you may deliver or disclose Confidential
Information to (i) your directors, officers, employees, agents, attorneys and
affiliates (to the extent such disclosure reasonably relates to the
administration of the investment represented by your Notes), (ii) your financial
advisors and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this
Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor
to which you sell or offer to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its receipt
of such Confidential Information to be bound by the provisions of this Section
20), (v) any Person from which you offer to purchase any security of the Company
(if such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (vi) any federal
or state regulatory authority having jurisdiction over you, (vii) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about
your investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which
you are a party or (z) if an Event of Default has occurred and is continuing, to
the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under your Notes and this Agreement.  Each holder of a Note, by its
acceptance of a Note, will be deemed to have agreed to be bound by and to be
entitled to the benefits of this Section 20 as though it were a party to this
Agreement.  On reasonable request by the Company in connection with the delivery
to any holder of a Note of information required to be delivered to such holder
under this Agreement or requested by such holder (other than a holder that is a
party to this Agreement or its nominee), such holder will enter into an
agreement with the Company embodying the provisions of this Section 20.

                                      39.
<PAGE>

21.  Miscellaneous.

     21.1 Successors and Assigns.

          All covenants and other agreements contained in this Agreement or any
other Transaction Document by or on behalf of any of the parties hereto or
thereto bind and inure to the benefit of their respective successors and assigns
(including, without limitation, any subsequent holder of a Note) whether so
expressed or not.

     21.2 Payments Due on Non-Business Days.

          Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day.

     21.3 Severability.

          Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

     21.4 Construction.

          Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained
herein, so that compliance with any one covenant shall not (absent such an
express contrary provision) be deemed to excuse compliance with any other
covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

     21.5 Counterparts.

          This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

     21.6 Governing Law.

          This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                      40.
<PAGE>

     21.7 Personal Jurisdiction.

          Each of the Purchasers and the Company irrevocably agrees that any
legal action or proceeding with respect to this Agreement, the Notes, the other
Transaction Documents or any of the agreements, documents or instruments
delivered in connection herewith and therewith shall be brought in the courts of
the State of New York or the United States of America for the Southern District
of New York as the holders of a majority in principal amount of Notes may elect,
and, by execution and delivery hereof, the Company accepts and consents to, for
itself and in respect of its property, generally and unconditionally, the
jurisdiction of the aforesaid courts and agrees that such jurisdiction shall be
exclusive, unless waived by the Requisite Holders in writing, with respect to
any action or proceeding brought by the Company against any holder of Notes. The
Company hereby waives, to the full extent permitted by law, any right to stay or
to dismiss any action or proceeding brought before said courts on the basis of
forum non conveniens.

     21.8 Waiver of Jury Trial.

          THE COMPANY AND THE PURCHASERS AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT, ANY NOTE, ANY OTHER TRANSACTION DOCUMENT OR ANY DEALINGS BETWEEN
OR AMONG THEM RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING
ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY
AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
THE COMPANY AND THE PURCHASERS EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO THIS BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY
RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED
FUTURE DEALINGS. THE COMPANY AND THE PURCHASERS FURTHER WARRANT AND REPRESENT
THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.



                             *    *    *    *    *

     If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company, whereupon the foregoing shall become a binding agreement between you
and the Company.

                                      41.
<PAGE>

                                    Very truly yours,

                                    NAVIGANT INTERNATIONAL, INC.


                                    By:___________________________
                                         [Title]

The foregoing is hereby agreed to as of
The date thereof.


By:


     By:_____________________________________

     Name:___________________________________

     Title:__________________________________


                                      42.
<PAGE>

                                  Schedule B

                                 DEFINED TERMS

     As used herein, the following terms have the respective meanings set forth
below or set forth in the Section hereof following such term:

     "Affiliate" means, at any time, and with respect to any Person, (a) any
other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, (b) any Person beneficially owning or holding, directly or
indirectly, 10% or more of any class of voting or equity interests of the
Company or any Restricted Subsidiary or any corporation of which the Company and
its Restricted Subsidiaries beneficially own or hold, in the aggregate, directly
or indirectly, 10% or more of any class of voting or equity interests, and (c)
any officer or director (or Person performing similar functions) of such Person.
As used in this definition, "Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Unless the context otherwise clearly requires, any
reference to an "Affiliate" is a reference to an Affiliate of the Company.

     "Asset Disposition" means any Transfer except:

          (a) any Transfer from a Restricted Subsidiary to the Company so long
as immediately before and immediately after the consummation of any such
Transfer and after giving effect thereto, no Default or Event of Default exists;
and

          (b) any Transfer made in the ordinary course of business and involving
only property that is either (i) inventory held for sale or (ii) equipment,
fixtures, supplies or materials no longer required in the operation of the
business of the Company or any of its Subsidiaries or that is obsolete.

     "Bank Credit Agreement" means the Amended and Restated Credit Agreement,
dated as of August 6, 1999, among the Company, certain financial institutions
which are parties thereto, and Bank of America, as agent. This term shall also
refer to all exhibits and schedules to such credit agreement, as any of such
credit agreement, exhibits and schedules have been or may hereafter be amended,
restated, refinanced, replaced, increased or reduced or otherwise modified from
time to time, and any successor bank credit agreement.

     "Bank Guaranty Agreement" shall mean any agreement pursuant to which a
Subsidiary has guaranteed Indebtedness of the Company under any Bank Credit
Agreement.

     "Business Day" means (a) for the purposes of Section 8.7 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed, and (b) for the purposes of any
other provision of this Agreement, any day other than a Saturday, a Sunday or a
day on which commercial banks in New York City are required or authorized to be
closed.

                                      1.
                                  Schedule B
<PAGE>

     "Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

     "Capital Lease Obligation" means, with respect to any Person and a Capital
Lease, the amount of the obligation of such Person as lessee under such Capital
Lease which would, in accordance with GAAP, appear as a liability on a balance
sheet of such Person.

     "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition, (b) dollar-denominated time
deposits and certificates of deposit of (i) any lender under the Bank Credit
Agreement, or (ii) any domestic commercial bank of recognized standing (y)
having capital and surplus in excess of $500,000,000 and (z) whose short-term
commercial paper rating from by Standard & Poor's Ratings Service, a division of
The McGraw-Hill Companies, Inc. ("S&P") is at least A-1 or from Moody's
Investors Service, Inc. ("Moody's") is at least P-1 (any such lender or
commercial bank being an "Approved Bank"), in each case with maturities of not
more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 by S&P or P-1 by Moody's and maturing within six
months of the date of acquisition, (d) repurchase agreements entered into by a
Person with a bank or trust company or recognized securities dealer having
capital and surplus in excess of $500,000,000 for direct obligations issued by
or fully guaranteed by the United States of America in which such Person shall
have a perfected first-priority security interest (subject to no other Liens)
and having, on the date of purchase thereof, a fair market value of at least
100% of the amount of the repurchase obligations, (e) obligations of any state
of the United States of America or any political subdivision thereof, the
interest with respect to which is exempt from federal income taxation under
Section 103 of the Code, having a long-term rating of at least AA- or Aa-3 by
S&P or Moody's, respectively, and maturing within three years from the date of
acquisition thereof, (f) investments in municipal auction preferred stock (i)
rated AAA by S&P or Aaa by Moody's and (ii) with dividends that reset at least
once every 365 days and (g) investments, classified in accordance with GAAP as
current assets, in money market investment programs registered under the
Investment Company Act of 1940, as amended, which are administered by reputable
financial institutions having capital of at least $100,000,000 and the
portfolios of which are limited to investments of the character described in the
foregoing subdivisions (a) through (f).

     "Change in Control" means the occurrence of an event, or series of events,
which shall lead, or has led, to a Person or two or more Persons acting as a
partnership, limited partnership, syndicate or other group, within the meaning
of Section 13(d) and 14(d) of the Exchange Act (as in effect on the date hereof)
becoming the beneficial owners (as such term is used in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of
the Company then outstanding.

     "Closing" is defined in Section 3.

                                      2.
                                  Schedule B
<PAGE>

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

     "Collateral Agent" means Bank of America, in its capacity as collateral
agent under each of the Collateral Documents, for the benefit of the lenders
under the Bank Credit Agreement and the holders from time to time of the Notes.

     "Collateral Documents" means the Security Agreement, the Pledge Agreement
and the Mortgages.

     "Company" means Navigant International, Inc., a Delaware corporation.

     "Confidential Information" is defined in Section 20.

     "Consolidated Assets" means, at any time, the total assets of the Company
and its Restricted Subsidiaries which would be shown as assets on a consolidated
balance sheet of the Company and its Restricted Subsidiaries as of such time
prepared in accordance with GAAP, after eliminating all amounts properly
attributable to minority interests, if any, in the stock and surplus of
Restricted Subsidiaries.

     "Consolidated Debt" means the Debt of the Company and its Restricted
Subsidiaries, exclusive of Debt of a Restricted Subsidiary owed to the Company
or another Restricted Subsidiary.

     "Consolidated EBITDA" means, for any period of the Company and its
Restricted Subsidiaries, the sum of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) all provisions for any federal, state or
other domestic and foreign income taxes, (iv) depreciation and amortization
expense and (v) one-time non-recurring restructuring charges deducted in
calculating Consolidated Net Income, in each case on a consolidated basis and
determined in accordance with GAAP.  Consolidated EBITDA, as defined herein,
shall include pro forma historical EBITDA from acquisitions adjusted for owners'
salaries and other items reasonably eliminated pursuant to contractual
provisions and excluding for purposes hereof extraordinary gains and losses and
the related tax effects thereon.

     "Consolidated Fixed Charges" means, for any period of the Company and its
Restricted Subsidiaries, the sum of (i) Consolidated Interest Expense for such
period and (ii) expenses in respect of operating leases and rent for such
period, all on a consolidated basis and determined in accordance with GAAP.

     "Consolidated Interest Expense" means, for any period, all interest expense
in respect of Debt of the Company and its Restricted Subsidiaries, on a
consolidated basis and determined in accordance with GAAP.

     "Consolidated Net Income" means, for any period and without duplication,
the consolidated net income (or loss) of the Company and its Restricted
Subsidiaries, on a consolidated basis and determined in accordance with GAAP,
but excluding, in any event, an

                                      3.
                                  SchedulE B
<PAGE>

amount equal to that portion of such net income attributable to dividends and
other distributions by E-Commerce Subsidiaries to the Company or its Restricted
Subsidiaries.

     "Consolidated Net Worth" means the consolidated stockholders' equity of the
Company and its Restricted Subsidiaries, as determined in accordance with GAAP.

     "Control Event" means:  (a) the execution by the Company or any of its
Restricted Subsidiaries or Affiliates of any agreement or letter of intent with
respect to any proposed transaction or event or series of transactions or events
which, individually or in the aggregate, may reasonably be expected to result in
a Change in Control; or (b) the execution of any written agreement which, when
fully performed by the parties thereto, would result in a Change in Control.

     "Current Maturities of Funded Debt" means, at any time and with respect to
any item of Funded Debt, the portion of such Funded Debt outstanding at such
time which by the terms of such Funded Debt or the terms of any instrument or
agreement relating thereto is due on demand or within one year from such time
(whether by sinking fund, other required prepayment or final payment at
maturity) and is not directly or indirectly renewable, extendible or refundable
at the option of the obligor under an agreement or firm commitment in effect at
such time to a date one year or more from such time.

     "Debt" shall mean with respect to any Person, at any time, without
duplication:  (a) its liabilities for borrowed money; (b) its liabilities for
the deferred purchase price of property acquired by such Person (excluding
accounts payable arising in the ordinary course of business) including all
liabilities created or arising under any conditional sale; (c) all liabilities
appearing on its balance sheet in accordance with GAAP with respect to Capital
Lease Obligations; (d) all liabilities for borrowed money secured by any Lien
with respect to any property owned by such Person (whether or not it has assumed
or otherwise become liable with respect thereto); (e) all its liabilities in
respect of letters of credit or instruments serving a similar function issued or
accepted by banks and other financial institutions to the extent that any
amounts have been drawn by the beneficiary thereunder; (f) the principal balance
outstanding under any synthetic lease, tax retention operating lease, off-
balance sheet loan or similar off-balance sheet financing product to which such
Person is a party, where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP; (g) obligations under Swaps; and (h) any Guaranty of such
Person with respect to liabilities of a type described in any of clauses (a)
through (g) hereof.

     "Debt Prepayment Application" means, with respect to any Transfer of
property, the application by the Company or its Restricted Subsidiaries of cash
in an amount equal to the Net Proceeds Amount with respect to such Transfer to
pay Senior Funded Debt (other than Senior Funded Debt owing to the Company, any
of its Subsidiaries or any Affiliate and Senior Funded Debt in respect of any
revolving credit or similar credit facility providing the Company or any of its
Restricted Subsidiaries with the right to obtain loans or other extensions of
credit from time to time, except to the extent that in connection with such
payment of Senior Funded Debt the availability of credit under such credit
facility is permanently reduced by an amount not less than the amount of such
proceeds applied to the payment of such Senior Funded Debt).  Such

                                      4.
                                  Schedule B
<PAGE>

payment of cash shall be applied ratably to all Senior Funded Debt based upon
the outstanding principal amount of Senior Funded Debt held by a single Person
as a percentage of the outstanding aggregate principal amount of all Senior
Funded Debt. Any Debt Prepayment Application with respect to the Notes shall be
made pursuant to Section 8.2 hereof.

     "Default" means an event or condition the occurrence or existence of which
would, with the lapse of time or the giving of notice or both, become an Event
of Default.

     "Default Rate" means that rate of interest that is the greater of (i) 2.00%
per annum above the rate of interest stated in clause (a) of the first paragraph
of the Notes or (ii) 2.00% over the rate of interest publicly announced by The
Bank of New York in New York, New York as its "base" or "prime" rate.

     "Disposition Value" means, at any time, with respect to any property

          (a) in the case of property that does not constitute Subsidiary Stock,
the book value thereof, and

          (b) in the case of property that constitutes Subsidiary Stock, an
amount equal to that percentage of book value of the assets of the Subsidiary
that issued such stock as is equal to the percentage that the book value of such
Subsidiary Stock represents of the book value of all of the outstanding capital
stock of such Subsidiary (assuming, in making such calculations, that all
securities convertible into such capital stock are so converted and giving full
effect to all transactions that would occur or be required in connection with
such conversion).

     "E-Commerce Subsidiary" shall mean any Subsidiary which engages in business
substantially through electronic media.

     "Environmental Laws" means any and all federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including but not limited to
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

     "ERISA" means the Employee Retirement Income  Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

     "ERISA Affiliate" means any trade or business  (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code.

     "Equity Transaction" means, with respect to the Company or its Restricted
Subsidiaries, any issuance or sale of shares of its capital stock or other
equity interest, other than an issuance (a) between the Company and any of its
Restricted Subsidiaries or between Restricted Subsidiaries, (b) in connection
with a conversion of debt securities to equity, (c) in connection with the
exercise by a present or former employee, officer or director under a stock

                                      5.
                                  Schedule B
<PAGE>

incentive plan, stock option plan or other equity-based compensation plan or
arrangement, or (d) of any capital stock issued in connection with an
acquisition made by the Company or a Restricted Subsidiary.

     "Event of Default" is defined in Section 11.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Fair Market Value" means, at any time and with respect to any property,
the sale value of such property that would be realized in an arm's-length sale
at such time between an informed and willing buyer and an informed and willing
seller (neither being under a compulsion to buy or sell).

     "Funded Debt" means with respect to any Person, all Debt of such Person
which by its terms or by the terms of any instrument or agreement relating
thereto matures, or which is otherwise payable or unpaid, one year or more from,
or is directly or indirectly renewable or extendible at the option of the
obligor in respect thereof to a date one year or more (including, without
limitation, an option of such obligor under a revolving credit or similar
agreement obligating the lender or lenders to extend credit over a period of one
year or more) from, the date of the creation thereof, provided that Funded Debt
shall include, as at any date of determination, Current Maturities of Funded
Debt.

     "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

     "Governmental Authority" means the government of

          (a) the United States of America or any State or other political
subdivision thereof, or

          (b) any jurisdiction in which the Company or any Subsidiary conducts
all or any part of its business, or which asserts jurisdiction over any
properties of the Company or any Subsidiary, or

          (c) any entity exercising executive, legislative, judicial, regulatory
or administrative functions of, or pertaining to, any such government.

     "Guarantor" means, at any time of determination, any Subsidiary that is a
party to the Multiparty Guaranty.

     "Guaranty"  means, with respect to any Person, any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

                                      6.
                                  Schedule B
<PAGE>

          (a) to purchase such Indebtedness or obligation or any property
constituting security therefor;

          (b) to advance or supply funds (i) for the purchase or payment of such
indebtedness or obligation, or (ii) to maintain any working capital or other
balance sheet condition or any income statement condition of any other Person or
otherwise to advance or make available funds for the purchase or payment of such
Indebtedness or obligation;

          (c) to lease properties or to purchase properties or services
primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of any other Person to make payment of the
Indebtedness or obligation; or

          (d) otherwise to assure the owner of such Indebtedness or obligation
against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor under
any Guaranty, the Indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

     "Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam insulation and
polychlorinated biphenyls).

     "holder" means, with respect to any Note, the Person in whose name such
Note is registered in the register maintained by the Company pursuant to Section
13.1.

     "Hostile Tender Offer" means, with respect to the use of proceeds of any of
the Notes, any offer to purchase, or any purchase of, shares of capital stock of
any corporation or other equity interests in any other entity, or securities
convertible into or representing the beneficial ownership of, or rights to
acquire, any such shares or equity interests, if such shares, equity interests,
securities or rights are of a class which is publicly traded on any securities
exchange or in any over-the-counter market, other than purchases of such shares,
equity interests, securities or rights representing less than 5% of the equity
interests or beneficial ownership of such corporation or other entity for
portfolio investment purposes, and such offer or purchase has not been duly
approved by the board of directors of such corporation or the equivalent
governing body of such other entity.

     "including" means, unless the context clearly requires otherwise,
"including, without limitation."

     "Indebtedness" with respect to any Person means, at any time, without
duplication,

          (a) its liabilities for borrowed money and its redemption obligations
in respect of mandatorily redeemable Preferred Stock;

                                      7.
                                  Schedule B
<PAGE>

          (b)  its liabilities for the deferred purchase price of property
acquired by such Person (excluding accounts payable arising in the ordinary
course of business but including all liabilities created or arising under any
conditional sale or other title retention agreement with respect to any such
property);

          (c)  all liabilities appearing on its balance sheet in accordance with
GAAP in respect of Capital Leases;

          (d)  all liabilities for borrowed money secured by any Lien with
respect to any property owned by such Person (whether or not it has assumed or
otherwise become liable for such liabilities);

          (e)  all its liabilities in respect of letters of credit or
instruments serving a similar function issued or accepted for its account by
banks and other financial institutions (whether or not representing obligations
for borrowed money);

          (f)  Swaps of such Person; and

          (g)  any Guaranty of such Person with respect to liabilities of a type
described in any of clauses (a) through (f) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (g) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP.

     "Institutional Investor" means (a) any original purchaser of a Note or an
Affiliate of such purchaser that subsequently holds a Note, (b) any holder of a
Note holding more than 5% of the aggregate principal amount of the Notes then
outstanding, and (c) any bank, trust company, savings and loan association or
other financial institution, any pension plan, any investment company, any
insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form.

     "Intercreditor Agreement" is defined in Section 4.11.

     "Investment" shall mean any investment, made in cash or by delivery of
property, by the Company or any of its Restricted Subsidiaries in (a) any
Person, whether by acquisition of stock, Debt or other obligations or security,
or by loan, advance, capital contribution, the making of a Guaranty or
otherwise, or (b) any property.

     "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance (or any agreement to give any of
the foregoing), or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title
retention agreement or Capital Lease, upon or with respect to any property or
asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).

     "Make-Whole Amount" is defined in Section 8.7.

                                      8.
                                  Schedule B
<PAGE>

     "Material" means material in relation to the business, operations, affairs,
financial condition, assets, properties, or prospects of the Company and its
Restricted Subsidiaries taken as a whole.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of the
Company and its Restricted Subsidiaries taken as a whole, or (b) the ability of
the Company, any Guarantor or a Restricted Subsidiary to perform its obligations
under this Agreement, the Notes or any other Transaction Document, or (c) the
validity or enforceability of this Agreement, the Notes or any other Transaction
Document.

     "Memorandum" is defined in Section 5.3.

     "Mortgages" is defined in Section 4.11.

     "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such
term is defined in section 4001(a)(3) of ERISA).

     "Multiparty Guaranty" is defined in Section 4.11.

     "Net Proceeds Amount" " means, with respect to any Transfer of any property
by any Person, an amount equal to the difference of

          (a)  the aggregate amount of the consideration (valued at the Fair
Market Value of such consideration at the time of the consummation of such
Transfer) received by such Person in respect of such Transfer, minus

          (b)  all ordinary and reasonable out-of-pocket costs and expenses
actually incurred by such Person in connection with such Transfer.

     "Notes" is defined in Section 1.

     "Officer's Certificate" means a certificate of a Senior Financial Officer
or of any other officer of the Company or any Guarantor whose responsibilities
extend to the subject matter of such certificate.

     "Other Agreements" is defined in Section 2.

     "Other Purchasers" is defined in Section 2.

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

     "Permitted Investments" means Investments which are:  (a) cash or Cash
Equivalents; (b) accounts receivable created, acquired or made in the ordinary
course of the business of the Company and its Restricted Subsidiaries and
payable or dischargeable in accordance with customary trade terms; (c) capital
stock, obligations, securities or other property received in

                                      9.
                                  Schedule B
<PAGE>

settlement of accounts receivable described in the immediately preceding clause
(b) from bankrupt obligors; (d) Investments existing as of the Closing and
described on Schedule 10.11; (e) Guaranties made by the Company in support of
the obligations of a Restricted Subsidiary or made by a Restricted Subsidiary in
support of the obligations of the Company or another Restricted Subsidiary; (f)
acquisitions permitted under Section 10.9; (g) transactions with Affiliates
(other than E-Commerce Subsidiaries) permitted under Section 10.1; (h) advances
or loans to employees, directors, officers or agents not to exceed $750,000 in
the aggregate at any time outstanding; (i) advances or loans to customers or
suppliers that do not exceed $750,000 in the aggregate at any time outstanding;
(j) Investments by the Company or a Restricted Subsidiary in connection with a
securitization transaction permitted under Section 10.8; (k) Investments by the
Company or any Restricted Subsidiary in and to domestic Restricted Subsidiaries
(other than E-Commerce Subsidiaries); (l) Investments by the Company or any
Restricted Subsidiary in and to E-Commerce Subsidiaries in an original amount
not to exceed $5,000,000 in the aggregate at any time outstanding; and (m) other
Investments of a nature not contemplated in the foregoing subsections in an
amount not to exceed $1,000,000 in the aggregate at any time outstanding.

     "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization, or a government or
agency or political subdivision thereof.

     "Plan" means an "employee benefit plan" (as defined in section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.

     "Pledge Agreement" is defined in Section 4.11.

     "Preferred Stock" means any class of capital stock of a corporation that is
preferred over any other class of capital stock of such corporation as to the
payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.

     "Priority Debt" is defined in Section 10.4.

     "property" or "properties" means, unless otherwise specifically limited,
real or personal property of any kind, tangible or intangible, choate or
inchoate.

     "Property Reinvestment Application" means, with respect to any Transfer of
property, the application of an amount equal to the Net Proceeds Amount with
respect to such Transfer to the acquisition by the Company or any Restricted
Subsidiary of operating assets of the Company or any Restricted Subsidiary to be
used in the principal business of such Person.

     "QPAM Exemption" means Prohibited Transaction Class Exemption 84-14 issued
by the United States Department of Labor.

                                      10.
                                  Schedule B
<PAGE>

     "Required Holders" means, at any time, the holders of at least 66-2/3% in
principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates).

     "Responsible Officer" means any Senior Financial Officer and any other
officer of the Company or any Guarantor, as applicable, with responsibility for
the administration of the relevant portion of this Agreement or the other
Transaction Document to which the Company or such Guarantor is a party.

     "Restricted Payment" means any of the following:

     (a)  any dividend or similar distribution, direct or indirect, on account
of any shares of any class of the capital stock or any other equity interests of
the Company or any Restricted Subsidiary, in each case that is now or hereafter
outstanding;

     (b)  any redemption, retirement, sinking fund or similar payment, purchase
or other acquisition for value, direct or indirect, of any shares of any class
of the capital stock or any other equity interests of the Company or any
Restricted Subsidiary, in each case that is now or hereafter outstanding; or

     (c)  any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of
the capital stock or any other equity interests of the Company or any Restricted
Subsidiary, in each case that is now or hereafter outstanding;

notwithstanding the foregoing, a Restricted Payment shall not include:  (A)
dividends paid, or distributions made, in capital stock or similar equity
interests of any class thereof to the holders of that class; or (B) exchanges of
capital stock or other equity interests of the Company or a Restricted
Subsidiary for another class of capital stock or similar equity interests of the
Company or such Restricted Subsidiary, except to the extent that cash or other
value is paid by the Company or such Restricted Subsidiary in such exchange; or
(C) payments or distributions on the capital stock or similar equity interests
of a Restricted Subsidiary to the extent paid or distributed to another
Restricted Subsidiary or to the Company.

     "Restricted Subsidiary" means any Subsidiary (a) of which at least 80% of
the Voting Stock is owned by the Company and/or one or more Wholly-Owned
Restricted Subsidiaries, and (b) which the Company has not designated an
Unrestricted Subsidiary by notice in writing given to the holders of the Notes,
provided that the designation of a Subsidiary as "unrestricted" or "restricted"
shall not be changed more than twice during the time the Notes are outstanding;
provided, further, that each Guarantor as of the Closing shall be a Restricted
Subsidiary and no Restricted Subsidiary existing on the date of the Closing
shall be designated an Unrestricted Subsidiary at any time before its Guaranty
is terminated in accordance with the terms of the Transaction Documents and the
Lien on its assets in favor of the Collateral Agent, for the benefit of the
holders of Notes, is released pursuant to the terms of the Intercreditor
Agreement and the other Transaction Documents.


                                      11.
                                  Schedule B
<PAGE>

     "Securities Act" means the Securities Act of 1933, as amended from time to
time.

     "Security Agreement" is defined in Section 4.11.

     "Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company.

     "Senior Funded Debt" means any Funded Debt of the Company or any Restricted
Subsidiary (other than Subordinated Debt).

     "Subordinated Debt" means any Debt that is in any manner subordinated in
right of payment or security in any respect to Debt evidenced by the Notes.

     "Subsidiary" means, as to any Person, any corporation, association or other
business entity in which such Person or one or more of its Subsidiaries or such
Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of the Company.

     "Subsidiary Stock" means, with respect to any Person, the stock (or any
options or warrants to purchase stock or other securities exchangeable for or
convertible into stock) of any Subsidiary of such Person.

     "Swaps" means, with respect to any Person, payment obligations with respect
to interest rate swaps, currency swaps and similar obligations obligating such
Person to make payments, whether periodically or upon the happening of a
contingency.  For the purposes of this Agreement, the amount of the obligation
under any Swap shall be the amount determined in respect thereof as of the end
of the then most recently ended fiscal quarter of such Person, based on the
assumption that such Swap had terminated at the end of such fiscal quarter, and
in making such determination, if any agreement relating to such Swap provides
for the netting of amounts payable by and to such Person thereunder or if any
such agreement provides for the simultaneous payment of amounts by and to such
Person, then in each such case, the amount of such obligation shall be the net
amount so determined.

     "Transaction Documents" means this Agreement, the Other Agreements, the
Notes, the Multiparty Guaranty, the Collateral Documents and the Intercreditor
Agreement and any and all other agreements, certificates, instruments and other
documents from time to time delivered by or on behalf of the Company or any
Guarantor related to any of the foregoing.

     "Transfer" means, with respect to any Person, any transaction in which such
Person sells, conveys, transfers or leases (as lessor) any of its property,
including, without limitation, Subsidiary Stock. For purposes of determining the
application of the Net Proceeds Amount in

                                      12.
                                  Schedule B
<PAGE>

respect of any Transfer, the Company may designate any Transfer as one or more
separate Transfers each yielding a separate Net Proceeds Amount. In any such
case, the Disposition Value of any property subject to each such separate
Transfer shall be determined by ratably allocating the aggregate Disposition
Value of all property subject to all such separate Transfers to each such
separate Transfer on a proportionate basis.

     "Unrestricted Subsidiary" means, at any time, any Subsidiary which the
Company has designated an "Unrestricted Subsidiary" by notice in writing given
to the holders of the Notes, provided that the designation of a Subsidiary as
"unrestricted" or "restricted" shall not be changed more than twice during the
time the Notes are outstanding and provided, further, that the designation of a
Restricted Subsidiary as an Unrestricted Subsidiary shall be deemed to be an
Asset Disposition for all purposes under this Agreement, notwithstanding
anything to the contrary in this Agreement, including the last sentence of
Section 10.8.

     "Voting Stock" means capital stock or similar equity interests of any class
or classes of a corporation or other entity having power under ordinary
circumstances to vote for the election of members of the board of directors of
such corporation, or Persons performing similar functions (irrespective of
whether or not at the time capital stock or similar equity interests of any of
the class or classes shall have or might have special voting power or rights by
reason of the happening of a contingency).

     "Wholly-Owned Subsidiary" means, at any time, any Subsidiary one hundred
percent (100%) of all of the equity interests (except directors' qualifying
shares) and voting interests of which are owned by any one or more of the
Company and the Company's other Wholly-Owned Subsidiaries at such time.

     "Wholly-Owned Restricted Subsidiary" means, at any time, any Restricted
Subsidiary one hundred percent (100%) of all of the equity interests (except
directors' qualifying shares) and voting interests of which are owned by any one
or more of the Company and the Company's other Wholly-Owned Restricted
Subsidiaries at such time.

                                      13.
                                  Schedule B
<PAGE>

                                   Exhibit 1

                          FORM OF SENIOR SECURED NOTE

                          NAVIGANT INTERNATIONAL.INC.

                9.84% SENIOR SECURED NOTE DUE NOVEMBER 15, 2006

No. [_____]                                                              [Date]
$ [_______]                                                     PPN 63935R A * 9

     For Value Received, the undersigned, NAVIGANT INTERNATIONAL, INC. (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, hereby promises to pay to [_____________________], or
registered assigns, the principal sum of [__________________________________]
DOLLARS on November 15, 2006, with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of
9.84% per annum from the date hereof, payable semiannually, on the 15th day of
November and May in each year, commencing with the May 15th or November 15th
next succeeding the date hereof, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreements referred to below), payable semiannually as aforesaid (or,
at the option of the registered holder hereof, on demand), at a rate per annum
from time to time equal to the greater of (i) 11.84% or (ii) 2.00% over the rate
of interest publicly announced by The Bank of New York from time to time in New
York, New York as its "base" or "prime" rate.

     Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at The Bank of New York, New York or at such other place as the Company
shall have designated by written notice to the holder of this Note as provided
in the Note Purchase Agreements referred to below.

     This Note is one of a series of Senior Secured Notes (herein called the
"Notes") issued pursuant to separate Note Purchase Agreements, dated as of
November 15, 2000 (as from time to time amended, the "Note Purchase
Agreements"), between the Company and the respective Purchasers named therein
and is entitled to the benefits thereof.  Each holder of this Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to
have made the representation set forth in Section 6.2 of the Note Purchase
Agreements.

     This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee.  Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the

                                      1.
                                   Exhibit 1
<PAGE>

purpose of receiving payment and for all other purposes, and the Company will
not be affected by any notice to the contrary.

     The Company will make required prepayments of principal on the dates and in
the amounts specified in the Note Purchase Agreements.  This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreements, but not
otherwise.

     This Note is secured by, and entitled to the benefits of, the Collateral
Documents (as defined in the Note Purchase Agreements).  Reference is made to
the Collateral Documents for the terms and conditions governing the collateral
security for the obligations of the Company hereunder.

     If an Event of Default, as defined in the Note Purchase Agreements, occurs
and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable
Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.

     This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such state that would require
the application of the laws of a jurisdiction other than such state.

                                    NAVIGANT INTERNATIONAL, INC.


                                    By:_______________________________
                                          [Title]

                                      2.
                                   Exhibit 1
<PAGE>

                                Exhibit 4.4(a)

                      FORM OF OPINION OF SPECIAL COUNSEL
                                TO THE COMPANY


                           Matters To Be Covered In
                   Opinion of Special Counsel To the Company


1.   Each of the Company and its Subsidiaries being duly incorporated, validly
existing and in good standing and having requisite corporate power and authority
to issue and sell the Notes and to execute and deliver the documents.

2.   Each of the Company and its Subsidiaries being duly qualified and in good
standing as a foreign corporation in appropriate jurisdictions.

3.   Due authorization and execution of the documents and such documents being
legal, valid, binding and enforceable.

4.   No conflicts with charter documents, laws or other agreements.

5.   All consents required to issue and sell the Notes and to execute and
deliver the documents having been obtained.

6.   No litigation questioning validity of documents.

7.   The Notes not requiring registration under the Securities Act of 1933, as
amended; no need to qualify an indenture under the Trust Indenture Act of 1939,
as amended.

8.   No violation of Regulations T, U or X of the Federal Reserve Board.

9.   Company not an "investment company", or a company "controlled" by an
"investment company", under the Investment Company Act of 1940, as amended.

10.  Creation, attachment and perfection opinions (or analogous opinions with
respect to real property collateral) with respect to all collateral security
described in the Collateral Documents.