<PAGE>   1
                                                             Exhibit (10)(ii)(D)

                                                                  Execution Copy






                                  $200,000,000

                           FIVE YEAR CREDIT AGREEMENT

                          DATED AS OF DECEMBER 18, 2000

                                      AMONG

                            HOUGHTON MIFFLIN COMPANY,
                                   AS BORROWER

                            THE LENDERS PARTY HERETO,

                              WACHOVIA BANK, N.A.,
                       AS ADMINISTRATIVE AGENT AND LENDER,

                                  BANK ONE, NA,
                         AS SYNDICATION AGENT AND LENDER

                                       AND

                         BANC ONE CAPITAL MARKETS, INC.,
                  AS JOINT LEAD ARRANGER AND JOINT BOOK MANAGER

                           WACHOVIA SECURITIES, INC.,
                  AS JOINT LEAD ARRANGER AND JOINT BOOK MANAGER

                              FLEET NATIONAL BANK,
                             AS DOCUMENTATION AGENT

                   THE CHASE MANHATTAN BANK AND SUNTRUST BANK,
                                  AS CO-AGENTS



<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE

<S>                                                                                                             <C>
ARTICLE I  DEFINITIONS............................................................................................1
1.1       Defined Terms...........................................................................................1
1.2       Accounting Terms and Determinations....................................................................12

ARTICLE II  THE CREDITS..........................................................................................13
2.1       Commitment.............................................................................................13
2.2       Required Payments; Termination.........................................................................13
2.3       Ratable Loans..........................................................................................13
2.4       Types of Advances......................................................................................13
2.5       Fees; Reductions in Aggregate Commitment...............................................................13
2.6       Minimum Amount of Each Advance.........................................................................14
2.7       Optional Principal Payments............................................................................14
2.8       Method of Selecting Types and Interest Periods for New Advances........................................15
2.9       Conversion and Continuation of Outstanding Advances....................................................15
2.10      Changes in Interest Rate, etc..........................................................................16
2.11      Rates Applicable After Default.........................................................................16
2.12      Method of Payment......................................................................................16
2.13      Noteless Agreement; Evidence of Indebtedness...........................................................17
2.14      Telephonic Notices.....................................................................................17
2.15      Interest Payment Dates; Interest and Fee Basis.........................................................18
2.16      Notification of Advances, Interest Rates, Prepayments and Commitment Reductions........................18
2.17      Lending Installations..................................................................................18
2.18      Non-Receipt of Funds by the Administrative Agent.......................................................19

ARTICLE III  YIELD PROTECTION; TAXES.............................................................................19
3.1       Yield Protection.......................................................................................19
3.2       Changes in Capital Adequacy Regulations................................................................20
3.3       Availability of Types of Advances......................................................................20
3.4       Funding Indemnification................................................................................21
3.5       Taxes..................................................................................................21
3.6       Lender Statements; Survival of Indemnity...............................................................23

ARTICLE IV  CONDITIONS PRECEDENT.................................................................................23
4.1       Closing Date...........................................................................................23
4.2       Each Advance...........................................................................................24

ARTICLE V  REPRESENTATIONS AND WARRANTIES........................................................................25
5.1       Existence and Standing.................................................................................25
5.2       Authorization and Validity.............................................................................25
5.3       No Conflict; Government Consent........................................................................25
5.4       Financial Statements...................................................................................26
5.5       Material Adverse Change................................................................................26
</TABLE>

                                       i

<PAGE>   3

<TABLE>
<S>                                                                                                             <C>
5.6       Taxes..................................................................................................26
5.7       Litigation and Contingent Obligations..................................................................26
5.8       Subsidiaries...........................................................................................26
5.9       ERISA..................................................................................................27
5.10      Accuracy of Information................................................................................27
5.11      Regulation U...........................................................................................27
5.12      Material Agreements....................................................................................27
5.13      Compliance With Laws...................................................................................27
5.14      Ownership of Properties................................................................................27
5.15      Plan Assets; Prohibited Transactions...................................................................27
5.16      Environmental Matters..................................................................................28
5.17      Investment Company Act.................................................................................28
5.18      Public Utility Holding Company Act.....................................................................28
5.19      Insurance..............................................................................................28
5.20      Solvency...............................................................................................28

ARTICLE VI  COVENANTS............................................................................................29
6.1       Financial Reporting....................................................................................29
6.2       Use of Proceeds........................................................................................30
6.3       Notice of Default......................................................................................31
6.4       Conduct of Business....................................................................................31
6.5       Taxes..................................................................................................31
6.6       Insurance..............................................................................................31
6.7       Compliance with Laws...................................................................................31
6.8       Maintenance of Properties..............................................................................31
6.9       Inspection.............................................................................................31
6.10      Dividends..............................................................................................32
6.11      Consolidation, Merger and Sales........................................................................32
6.12      Liens..................................................................................................32
6.13      Affiliates.............................................................................................33
6.14      Contingent Obligations.................................................................................34
6.15      Sale of Accounts.......................................................................................34
6.16      Financial Contracts....................................................................................34
6.17      Financial Covenants....................................................................................34
         6.17.1   Coverage Ratio.................................................................................34
         6.17.2   Leverage Ratio.................................................................................34
6.18      Subsidiary Guarantors..................................................................................35
6.19      ERISA Compliance.......................................................................................36
6.20      Permitted Investments and Acquisitions.................................................................36
6.21      Subsidiary Indebtedness................................................................................36

ARTICLE VII  DEFAULTS............................................................................................36
</TABLE>


                                       ii

<PAGE>   4


<TABLE>

<S>                                                                                                             <C>
ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.....................................................38
8.1       Acceleration...........................................................................................38
8.2       Amendments.............................................................................................38
8.3       Preservation of Rights.................................................................................39

ARTICLE IX  GENERAL PROVISIONS...................................................................................39
9.1       Survival of Representations............................................................................39
9.2       Governmental Regulation................................................................................40
9.3       Headings...............................................................................................40
9.4       Entire Agreement.......................................................................................40
9.5       Several Obligations; Benefits of this Agreement........................................................40
9.6       Expenses; Indemnification..............................................................................40
9.7       Numbers of Documents...................................................................................41
9.8       [Reserved.]............................................................................................41
9.9       Severability of Provisions.............................................................................41
9.10      Nonliability of Lenders................................................................................41
9.11      Confidentiality........................................................................................41
9.12      Nonreliance............................................................................................42
9.13      Disclosure.............................................................................................42

ARTICLE X  THE ADMINISTRATIVE AGENT..............................................................................42
10.1      Appointment; Powers and Immunities.....................................................................42
10.2      Reliance by Administrative Agent.......................................................................43
10.3      Defaults...............................................................................................43
10.4      Rights of Administrative Agent and its Affiliates as a Lender..........................................43
10.5      Indemnification........................................................................................44
10.6      Consequential Damages..................................................................................44
10.7      Registered Holder of Loan Treated as Owner.............................................................44
10.8      Nonreliance on Administrative Agent and Other Lenders..................................................44
10.9      Failure to Act.........................................................................................45
10.10     Successor Administrative Agent.........................................................................45
10.11     Other Agents...........................................................................................45

ARTICLE XI  SETOFF; RATABLE PAYMENTS.............................................................................46
11.1      Setoff.................................................................................................46
11.2      Ratable Payments.......................................................................................46

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...................................................46
12.1      Successors and Assigns.................................................................................46
12.2      Participations.........................................................................................47
12.3      Assignments............................................................................................47
12.4      Dissemination of Information; Tax Treatment............................................................48

ARTICLE XIII  NOTICES............................................................................................48
</TABLE>


                                      iii

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<TABLE>

<S>                                                                                                             <C>
ARTICLE XIV  COUNTERPARTS........................................................................................49

ARTICLE XV  CHOICE OF LAW; CONSENT TO JURISDICTION;
          WAIVER OF JURY TRIAL...................................................................................49
15.1      CHOICE OF LAW..........................................................................................49
15.2      CONSENT TO JURISDICTION................................................................................49
15.3      WAIVER OF JURY TRIAL...................................................................................50
</TABLE>


SCHEDULES
Pricing Schedule
Schedule 1        Commitments
Schedule 5.8      Material Subsidiaries
Schedule 5.14     Liens


EXHIBITS
Exhibit A         Form of Opinion of Goodwin, Procter & Hoar LLP
Exhibit B         Form of Compliance Certificate
Exhibit C         Form of Assignment Agreement
Exhibit D         Form of Loan-Credit Related Money Transfer Instruction
Exhibit E         Form of Note
Exhibit F         Form of Guaranty



                                       iv

<PAGE>   6

                           FIVE YEAR CREDIT AGREEMENT

      This Five Year Credit Agreement, dated as of December 18, 2000, is among
Houghton Mifflin Company, a Massachusetts corporation, the Lenders party hereto,
Wachovia Bank, N.A., a national banking association, individually and as
Administrative Agent, and Bank One, NA, individually and as Syndication Agent.
The parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

      1.1   DEFINED TERMS. As used in this Agreement:

      "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.

      "Administrative Agent" means Wachovia Bank, N.A., a national banking
association, in its capacity as contractual representative of the Lenders
pursuant to ARTICLE X, and not in its individual capacity as a Lender, and any
successor Administrative Agent appointed pursuant to ARTICLE X.

      "Advance" means a borrowing hereunder, (i) made by the Lenders on the same
Borrowing Date, or (ii) converted or continued by the Lenders on the same date
of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.

      "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 20% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

      "Agent" and "Agents" means, individually and collectively, the
Administrative Agent and the Syndication Agent.

<PAGE>   7


      "Aggregate Commitment" means the aggregate of the Commitments of all the
Lenders, as reduced from time to time pursuant to the terms hereof.

      "Agreement" means this Five Year Credit Agreement, as it may be amended or
modified and in effect from time to time.

      "Applicable Facility Fee Rate" means, at any time, the percentage rate per
annum at which Facility Fees are accruing on the Aggregate Commitment (without
regard to usage) at such time as set forth in the PRICING SCHEDULE,

      "Applicable Margin" means, with respect to Eurodollar Advances at any
time, the percentage rate per annum which is applicable at such time with
respect to Eurodollar Advances as set forth in the PRICING SCHEDULE.

      "Applicable Utilization Fee Rate" means, at any time, the percentage rate
per annum at which Utilization Fees are accruing as set forth in the PRICING
SCHEDULE.

      "Arranger" and "Arrangers" means, individually and collectively, as the
case may be, Banc One Capital Markets, Inc. and Wachovia Securities, Inc., and
each of their respective successors and assigns, each in its capacity as Joint
Lead Arranger and Joint Book Runner.

      "Article" means an article of this Agreement unless another document is
specifically referenced.

      "Authorized Officer" means any of the President and Chief Executive
Officer, Chief Financial Officer or Treasurer of the Borrower, acting singly.

      "Base Rate" means, for any day, a rate of interest per annum equal to the
higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds
Rate for such day plus 1/2% per annum.

      "Base Rate Advance" means an Advance which, except as otherwise provided
in SECTION 2.11, bears interest at the Base Rate.

      "Base Rate Loan" means a Loan which, except as otherwise provided in
SECTION 2.11, bears interest at the Base Rate.

      "Borrower" means Houghton Mifflin Company, a Massachusetts corporation,
and its successors and assigns.

      "Borrowing Date" means a date on which an Advance is made hereunder.

      "Borrowing Notice" is defined in SECTION 2.8.


                                       2

<PAGE>   8


      "Capitalized Lease" of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with GAAP.

      "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with GAAP.

      "Cash Equivalent Investments" means (i) short-term obligations of, or
fully guaranteed by, the United States of America, (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's, (iii) demand deposit accounts
maintained in the ordinary course of business, (iv) securities with maturities
of one year or less from the date of acquisition issued by a corporation
organized under the laws of one of the states of the United States rated at A or
better by S&P and A or better by Moody's and (v) certificates of deposit issued
by and time deposits with commercial banks (whether domestic or foreign) having
capital and surplus in excess of $100,000,000; provided in each case that the
same provides for payment of both principal and interest (and not principal
alone or interest alone) and is not subject to any contingency regarding the
payment of principal or interest.

      "Change in Control" means the occurrence of either of the following: (i)
the acquisition by any Person, or two or more Persons acting in concert, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of
the outstanding shares of voting stock of the Borrower; or (ii) individuals who
were directors of the Borrower as of the date of this Agreement (together with
any individuals who after the date of this Agreement become directors of the
Borrower and whose election by the board of directors was effected or
recommended by a majority of the directors then in office) shall cease for any
reason to constitute a majority of the board of directors of the Borrower.

      "Closing Date" means December 18, 2000.

      "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

      "Commitment" means, (i) for each Lender, the obligation of such Lender to
make Loans not exceeding the amount set forth on SCHEDULE 1, and (ii) with
respect to each Person which becomes a Lender after the Closing Date, the amount
specified for such Person on the signature page of the Assignment Agreement to
which it is a party, in each case, as such amount may be modified as a result of
any assignment that has become effective pursuant to SECTION 12.3 or as
otherwise modified from time to time pursuant to the terms hereof.

      "Consolidated EBIT" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued, and (iii) with respect
to the fiscal quarters ending March 31,


                                       3

<PAGE>   9


2000, June 30, 2000, and September 30, 2000 only, non-cash nonrecurring losses
or charges in an amount not to exceed $9,200,000, all calculated for the
Borrower and its Subsidiaries on a consolidated basis.

      "Consolidated EBITDA" means Consolidated Net Income plus, to the extent
deducted from revenues in determining Consolidated Net Income, (i) Consolidated
Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation,
(iv) amortization, and (v) with respect to the fiscal quarters ending March 31,
2000, June 30, 2000 and September 30, 2000 only, non-cash nonrecurring losses or
charges in an amount not to exceed $9,200,000, all calculated for the Borrower
and its Subsidiaries on a consolidated basis.

      "Consolidated Interest Expense" means, with reference to any period, the
interest expense of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

      "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period, but excluding extraordinary items incurred
other than in the ordinary course of business, all calculated for the Borrower
and its Subsidiaries on a consolidated basis.

      "Consolidated Net Worth" means at any time the consolidated stockholders'
equity of the Borrower and its Subsidiaries calculated on a consolidated basis
as of such time.

      "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

      "Controlled Group" means all members of a controlled group of corporations
or other business entities and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any of
its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

      "Conversion/Continuation Notice" is defined in SECTION 2.9.

      "Default" means an event described in ARTICLE VII.

      "Domestic Business Day" means a day (other than a Saturday or Sunday) on
which banks generally are open in New York for the conduct of substantially all
of their commercial lending activities and interbank wire transfers can be made
on the Fedwire system.


                                       4
<PAGE>   10


      "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to (i) the
protection of the environment, (ii) the effect of the environment on human
health, (iii) emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into surface water, ground water or land, or (iv)
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

      "Eurodollar Advance" means an Advance which, except as otherwise provided
in SECTION 2.11, bears interest at the applicable Eurodollar Rate.

      "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the applicable British Bankers' Association Interest
Settlement Rate for deposits in U.S. dollars appearing on Telerate Page 3750 as
of 11:00 a.m. (London time) two Eurodollar Business Days prior to the first day
of such Interest Period, and having a maturity equal to such Interest Period,
provided that, (i) if Telerate Screen 3750 is not available to the
Administrative Agent for any reason, the applicable Eurodollar Base Rate for the
relevant Interest Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars as reported by
any other generally recognized financial information service as of 11:00 a.m.
(London time) two Eurodollar Business Days prior to the first day of such
Interest Period, and having a maturity equal to such Interest Period, and (ii)
if no such British Bankers' Association Interest Settlement Rate is available to
the Administrative Agent, the applicable Eurodollar Base Rate for the relevant
Interest Period shall instead be the rate determined by the Administrative Agent
to be the rate at which Wachovia Bank, N.A. or one of its Affiliate banks offers
to place deposits in U.S. dollars with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two Eurodollar Business Days
prior to the first day of such Interest Period, in the approximate amount of
Wachovia Bank, N.A.'s relevant Eurodollar Loan and having a maturity equal to
such Interest Period.

      "Eurodollar Business Day" means any Domestic Business Day on which
dealings in United States dollars are carried on in the London interbank market.

      "Eurodollar Loan" means a Loan which, except as otherwise provided in
SECTION 2.11, bears interest at the applicable Eurodollar Rate.

      "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin.


                                       5

<PAGE>   11


      "Excluded Taxes" means, in the case of each Lender or applicable Lending
Installation and the Administrative Agent, taxes imposed on its overall net
income, and franchise taxes imposed on it, by (i) the jurisdiction under the
laws of which such Lender or the Administrative Agent is incorporated or
organized or (ii) the jurisdiction in which the Administrative Agent's or such
Lender's principal executive office or such Lender's applicable Lending
Installation is located.

      "Exhibit" refers to an exhibit to this Agreement, unless another document
is specifically referenced.

      "Facility Fee" is defined in SECTION 2.5(i).

      "Facility Termination Date" means December 18, 2005, or any earlier date
on which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.

      "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the next higher 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if the day for which such rate is to
be determined is not a Domestic Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic Business Day, and
(ii) if such rate is not so published for any day, the Federal Funds Rate for
such day shall be the average rate charged to the Administrative Agent on such
day on such transactions, as determined by the Administrative Agent.

      "Financial Contract" of a Person means any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics.

      "Funded Indebtedness" of a Person means such Person's Indebtedness for
borrowed money which by its terms matures at, or is extendible or renewable at
the option of such Person, to a date more than twelve months after the date of
the creation of such Indebtedness.

      "GAAP" means, subject to the limitations on the application thereof set
forth in SECTION 1.2, generally accepted accounting principles set forth in
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, in each case as the same are applicable to the circumstances as of
the date of determination.

      "Guarantor" means each Material Subsidiary of the Borrower that is or
becomes a party to the Guaranty.


                                       6
<PAGE>   12


      "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent on behalf of the Lenders, substantially in the form of
EXHIBIT F, and delivered in accordance with SECTION 6.18.

      "Guaranty Limitation" is defined in SECTION 6.18.

      "Guaranty Supplement" is defined in the Guaranty.

      "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or similar
instruments, (v) Capitalized Lease Obligations, (vi) Rate Management
Obligations, (vii) Contingent Obligations, (viii) obligations for which such
Person is obligated pursuant to or in respect of a Letter of Credit, and (ix)
Off-Balance Sheet Liabilities. For the purpose hereof, the amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith.

      "Investment" of a Person means any loan, advance (other than commission,
travel and similar advances to officers and employees made in the ordinary
course of business), extension of credit (other than accounts receivable arising
in the ordinary course of business on terms customary in the trade) or
contribution of capital by such Person; stocks, bonds, mutual funds, partnership
interests, notes, debentures or other securities owned by such Person; any
deposit accounts and certificate of deposit owned by such Person; and structured
notes, derivative financial instruments and other similar instruments or
contracts owned by such Person.

      "Interest Period" means, with respect to a Eurodollar Advance, a period of
one, two, three or six months commencing on a Eurodollar Business Day selected
by the Borrower pursuant to this Agreement. Such Interest Period shall end on
the day which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Eurodollar Business Day of such next,
second, third or sixth succeeding month. If an Interest Period would otherwise
end on a day which is not a Eurodollar Business Day, such Interest Period shall
end on the next succeeding Eurodollar Business Day, provided, however, that if
said next succeeding Eurodollar Business Day falls in a new calendar month, such
Interest Period shall end on the immediately preceding Eurodollar Business Day.

      "Lender" and "Lenders" means the lending institutions, individually and
collectively, as the case may be, listed on the signature pages of this
Agreement and their respective successors and assigns.


                                       7

<PAGE>   13


      "Lending Installation" means, with respect to a Lender or the
Administrative Agent, the office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent listed on the signature pages hereof or on a
Schedule or otherwise selected by such Lender or the Administrative Agent
pursuant to SECTION 2.17.

      "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

      "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Indebtedness of the Borrower and its Subsidiaries, determined on a consolidated
basis, outstanding on such date to (ii) Consolidated EBITDA for the period of
four consecutive fiscal quarters ended on such date.

      "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

      "Loan" or "Loans" means, with respect to a Lender, such Lender's loan or
loans made pursuant to ARTICLE II (or any conversion or continuation thereof).

      "Loan Documents" means this Agreement and any Notes issued pursuant to
SECTION 2.13, the Guaranty (when delivered in accordance with SECTION 6.18) and
any other documents contemplated hereby and executed by the Borrower in favor of
the Administrative Agent or any Lender.

      "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Administrative Agent or the Lenders thereunder.

      "Material Indebtedness" is defined in SECTION 7.5.

      "Material Subsidiary" means any Subsidiary that has consolidated assets or
consolidated annual revenues of more than $10,000,000.

      "Moody's" means Moody's Investors Service, Inc.

      "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.


                                       8

<PAGE>   14


      "Non-U.S. Lender" is defined in SECTION 3.5(iv).

      "Note" is defined in SECTION 2.13.

      "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or to any Lender, the Agents or any Agent or any indemnified party arising under
the Loan Documents.

      "Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (ii) any liability under any Sale and Leaseback
Transaction which is not a Capitalized Lease, (iii) any liability under any
so-called "synthetic lease" transaction entered into by such Person, (iv) any
liability under any asset-backed securitization transaction with respect to
accounts or notes receivable sold by such Person, or (v) any obligation arising
with respect to any other transaction which is the functional equivalent of or
takes the place of borrowing but which does not constitute a liability on the
balance sheets of such Person, but excluding from this clause (v) Operating
Leases.

      "Operating Lease" of a Person means any lease of Property (other than a
Capitalized Lease) by such Person as lessee which has an original term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

      "Other Taxes" is defined in SECTION 3.5(ii).

      "Participants" is defined in SECTION 12.2.

      "Payment Date" means the last day of each March, June, September and
December.

      "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

      "Permitted Securitization" means any receivables financing program
providing for the sale of accounts receivable and related rights by the Borrower
and its Subsidiaries to an SPC in transactions purporting to be sales (and
treated as sales for GAAP purposes), which SPC shall finance the purchase of
such assets by the sale, transfer, conveyance, lien or pledge of such assets to
one or more limited purpose financing companies, special purpose entities and/or
other financial institutions, in each case pursuant to documentation in form and
substance reasonably satisfactory to the Administrative Agent.

      "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.


                                       9

<PAGE>   15


      "Plan" means an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

      "Pricing Schedule" means the Schedule attached hereto and identified as
such.

      "Prime Rate" means that interest rate per annum so denominated and set by
the Administrative Agent from time to time as an interest rate basis for
borrowings. The Administrative Agent's prime rate is but one of several interest
rate bases used by the Administrative Agent. The Administrative Agent lends at
interest rates above and below the Administrative Agent's prime rate.

      "Property" of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.

      "Purchasers" is defined in SECTION 12.3.

      "Rate Management Transaction" means, with respect to the Borrower or any
of its Subsidiaries, any transaction (including an agreement with respect
thereto) now existing or hereafter entered into which is a rate swap, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.

      "Rate Management Obligations" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

      "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation or official interpretation of said Board of Governors relating to
reserve requirements applicable to member banks of the Federal Reserve System.

      "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.


                                       10

<PAGE>   16


      "Related Fund" means, with respect to any Lender that is an investment
fund, any other investment fund that invests in commercial loans and that is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

      "Reportable Event" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

      "Required Lenders" means Lenders in the aggregate having at least 51% of
the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 51% of the aggregate unpaid principal
amount of the outstanding Advances.

      "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

      "S&P" means Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, Inc.

      "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

      "Schedule" refers to a specific schedule to this Agreement, unless another
document is specifically referenced.

      "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

      "Short-Term Credit Agreement" means the 364-Day Credit Agreement dated as
of December 18, 2000, among the Borrower, the lenders party thereto, Wachovia
Bank, N.A., as administrative agent, and Bank One, NA, as syndication agent, as
the same may from time to time be amended, restated, supplemented or otherwise
modified.

      "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

      "SPC" means a special purpose, bankruptcy-remote Wholly-Owned Subsidiary
of the Borrower which may be formed for the sole and exclusive purpose of
engaging in activities in connection with the purchase, sale and financing of
accounts receivable and related rights in connection with and pursuant to a
Permitted Securitization.


                                       11
<PAGE>   17


      "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

      "Syndication Agent" means Bank One, NA, a national banking association, in
its capacity as syndication agent for the Lenders, and not in its individual
capacity as a Lender, and its successors and assigns.

      "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

      "Transferee" is defined in SECTION 12.4.

      "Type" means, with respect to any Advance, its nature as a Base Rate
Advance or a Eurodollar Advance.

      "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

      "Unmatured Default" means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

      "Utilization Fee" is defined in SECTION 2.5(ii).

      "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of
such Person, or (ii) any partnership, limited liability company, association,
joint venture or similar business organization 100% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled.

      The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.

      1.2   ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise specified
herein, all terms of an accounting character used herein shall be interpreted,
all accounting determinations


                                       12

<PAGE>   18


hereunder shall be made, and all financial statements required to be delivered
hereunder shall be prepared, in accordance with GAAP, applied on a basis
consistent (except for changes concurred in by the Borrower's independent public
accountants or otherwise required by a change in GAAP) with the most recent
audited consolidated financial statements of the Borrower and its Subsidiaries
delivered to the Lenders unless with respect to any such change concurred in by
the Borrower's independent public accountants or required by GAAP, in
determining compliance with any of the provisions of this Agreement or any of
the other Loan Documents: (i) the Borrower shall have objected to determining
such compliance on such basis at the time of delivery of such financial
statements, or (ii) the Required Lenders shall so object in writing within 30
days after the delivery of such financial statements, in either of which events
such calculations shall be made on a basis consistent with those used in the
preparation of the latest financial statements as to which such objection shall
not have been made (which, if objection is made in respect of the first
financial statements delivered under SECTION 6.1 hereof, shall mean the
financial statements referred to in SECTION 5.4).

                                   ARTICLE II

                                   THE CREDITS

      2.1   COMMITMENT. From and including the date of this Agreement and prior
to the Facility Termination Date, each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make Loans to the Borrower from time
to time in amounts not to exceed in the aggregate at any one time outstanding
the amount of its Commitment. Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow at any time prior to the Facility
Termination Date. The Commitments to lend hereunder shall expire on the Facility
Termination Date.

      2.2   REQUIRED PAYMENTS; TERMINATION. Any outstanding Advances and all
other unpaid Obligations shall be paid in full by the Borrower on the Facility
Termination Date.

      2.3   RATABLE LOANS. Each Advance hereunder shall consist of Loans made
from the several Lenders ratably in proportion to the ratio that their
respective Commitments bear to the Aggregate Commitment.

      2.4   TYPES OF ADVANCES. The Advances may be Base Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with SECTIONS 2.8 and 2.9.

      2.5   FEES; REDUCTIONS IN AGGREGATE COMMITMENT.

      (i)   FACILITY FEE. The Borrower agrees to pay to the Administrative Agent
            for the ratable account of each Lender a facility fee (the "Facility
            Fee") at a per annum rate equal to the Applicable Facility Fee Rate
            on the Aggregate Commitment


                                       13

<PAGE>   19


            (without regard to usage) The Facility Fee is payable quarterly in
            arrears on each Payment Date hereafter and on the Facility
            Termination Date.

      (ii)  UTILIZATION FEE. For each day on which the sum of (a) the aggregate
            principal amount of all outstanding Advances under this Agreement
            and (b) the aggregate principal amount of all outstanding "Advances"
            under (and as defined in) the Short-Term Credit Agreement equals or
            exceeds 33% of the sum of (I) the Aggregate Commitment under this
            Agreement and (II) the "Aggregate Commitment" under (and as defined
            in) the Short-Term Credit Agreement, the Borrower agrees to pay to
            the Administrative Agent for the ratable account of each Lender
            based on such Lender's outstanding Advances a utilization fee (the
            "Utilization Fee") at a per annum rate equal to the Applicable
            Utilization Fee Rate on the average daily amount of all outstanding
            Advances. The Utilization Fee is payable quarterly in arrears on
            each Payment Date hereafter and on the Facility Termination Date.

      (iii) REDUCTIONS IN AGGREGATE COMMITMENT. The Borrower may permanently
            reduce the Aggregate Commitment in whole, or in part ratably among
            the Lenders in a minimum aggregate amount of $10,000,000 or any
            integral multiple of $5,000,000 thereof, upon at least three
            Domestic Business Days' written notice to the Administrative Agent,
            which notice shall specify the amount of any such reduction,
            provided, however, that the amount of the Aggregate Commitment may
            not be reduced below the aggregate principal amount of the
            outstanding Advances. All accrued facilities fees shall be payable
            on the effective date of any termination of the obligations of the
            Lenders to make Loans hereunder.

      2.6   MINIMUM AMOUNT OF EACH ADVANCE. Each Eurodollar Advance shall be in
the minimum amount of $10,000,000 (and in multiples of $1,000,000 if in excess
thereof), and each Base Rate Advance shall be in the minimum amount of
$5,000,000 and in multiples of $1,000,000 if in excess thereof), provided,
however, that any Base Rate Advance may be in the amount of the unused Aggregate
Commitment, and provided, further, however, that in no event shall more than
five (5) separate Eurodollar Advances be outstanding at any time.

      2.7   OPTIONAL PRINCIPAL PAYMENTS. The Borrower may from time to time pay,
without penalty or premium, all outstanding Base Rate Advances, or, in a minimum
aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess
thereof, any portion of the outstanding Base Rate Advances upon one Domestic
Business Day's prior notice to the Administrative Agent. The Borrower may from
time to time pay, subject to the payment of any funding indemnification amounts
required by SECTION 3.4 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Eurodollar Advances upon three Eurodollar Business Days' prior
notice to the Administrative Agent.


                                       14

<PAGE>   20


      2.8   METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES. The
Borrower shall select the Type of Advance and, in the case of each Eurodollar
Advance, the Interest Period applicable thereto from time to time. The Borrower
shall give the Administrative Agent irrevocable notice (a "Borrowing Notice")
not later than 10:30 a.m. (New York City time) on the Borrowing Date of each
Base Rate Advance and not later than 11:00 a.m. (New York City time) at least
three Eurodollar Business Days before the Borrowing Date for each Eurodollar
Advance, specifying:

      (i)   the Borrowing Date, which shall be a Eurodollar Business Day, of
            such Advance,

      (ii)  the aggregate amount of such Advance,

      (iii) the Type of Advance selected, and

      (iv)  in the case of each Eurodollar Advance, the Interest Period
            applicable thereto.

Not later than 12:00 noon (New York City time) on each Borrowing Date, each
Lender shall make available its Loan or Loans in funds immediately available in
New York to the Administrative Agent at its address specified pursuant to
ARTICLE XIII. The Administrative Agent will make the funds so received from the
Lenders available to the Borrower at the Administrative Agent's aforesaid
address.

      2.9   CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES. Base Rate
Advances shall continue as Base Rate Advances unless and until such Base Rate
Advances are converted into Eurodollar Advances pursuant to this SECTION 2.9 or
are repaid in accordance with SECTION 2.7. Each Eurodollar Advance shall
continue as a Eurodollar Advance until the end of the then applicable Interest
Period therefor, at which time such Eurodollar Advance shall be automatically
converted into a Base Rate Advance unless (x) such Eurodollar Advance is or was
repaid in accordance with SECTION 2.7 or (y) the Borrower shall have given the
Administrative Agent a Conversion/Continuation Notice (as defined below)
requesting that, at the end of such Interest Period, such Eurodollar Advance
continue as a Eurodollar Advance for the same or another Interest Period.
Subject to the terms of SECTION 2.6, the Borrower may elect from time to time to
convert all or any part of a Base Rate Advance into a Eurodollar Advance. The
Borrower shall give the Administrative Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of a Base Rate Advance into
a Eurodollar Advance or continuation of a Eurodollar Advance not later than
11:00 a.m. (New York City time) at least three Eurodollar Business Days prior to
the date of the requested conversion or continuation, specifying:

      (i)   the requested date, which shall be a Eurodollar Business Day, of
            such conversion or continuation,

      (ii)  the aggregate amount and Type of the Advance which is to be
            converted or continued, and


                                       15

<PAGE>   21


      (iii) the amount of such Advance which is to be converted into or
            continued as a Eurodollar Advance and the duration of the Interest
            Period applicable thereto.

      2.10  CHANGES IN INTEREST RATE, ETC. Each Base Rate Advance shall bear
interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Eurodollar Advance into a Base Rate Advance pursuant to SECTION 2.9, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to SECTION 2.9 hereof, at a rate per annum equal to the Base Rate for such day.
Changes in the rate of interest on that portion of any Advance maintained as a
Base Rate Advance will take effect simultaneously with each change in the Base
Rate. Each Eurodollar Advance shall bear interest on the outstanding principal
amount thereof from and including the first day of the Interest Period
applicable thereto to (but not including) the last day of such Interest Period
at a rate per annum equal to the Eurodollar Rate as applicable to such
Eurodollar Advance based upon the Borrower's selections under SECTIONS 2.8 and
2.9 and otherwise in accordance with the terms hereof. No Interest Period may
end after the Facility Termination Date.

      2.11  RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the
contrary contained in SECTION 2.8 or 2.9, during the continuance of a Default
the Required Lenders may, at their option, by notice to the Borrower (which
notice may be revoked at the option of the Required Lenders notwithstanding any
provision of SECTION 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that no Advance may be made as, converted into or
continued as a Eurodollar Advance. During the continuance of a Default the
Required Lenders may, at their option, by notice to the Borrower (which notice
may be revoked at the option of the Required Lenders notwithstanding any
provision of SECTION 8.2 requiring unanimous consent of the Lenders to changes
in interest rates), declare that (i) each Eurodollar Advance shall bear interest
for the remainder of the applicable Interest Period at a rate per annum equal to
the Eurodollar Rate otherwise applicable to such Interest Period plus 2% per
annum and (ii) each Base Rate Advance shall bear interest at a rate per annum
equal to the Base Rate in effect from time to time plus 2% per annum, provided
that, during the continuance of a Default under SECTION 7.6 or 7.7, the interest
rates set forth in clauses (i) and (ii) above shall be applicable to all
Advances without any election or action on the part of the Administrative Agent
or any Lender.

      2.12  METHOD OF PAYMENT. All payments of the Obligations hereunder shall
be made, without setoff, deduction, or counterclaim, in immediately available
funds to the Administrative Agent at the Administrative Agent's address
specified pursuant to ARTICLE XIII, or at any other Lending Installation of the
Administrative Agent specified in writing by the Administrative Agent to the
Borrower, by 12:00 noon (New York City time) on the date when due and shall be
applied ratably by the Administrative Agent among the Lenders. Each payment
delivered to the Administrative Agent for the account of any Lender shall be
delivered promptly by the Administrative Agent to such Lender in the same type
of funds that the Administrative Agent received at its address specified
pursuant to ARTICLE XIII or at any Lending Installation specified


                                       16

<PAGE>   22


in a notice received by the Administrative Agent from such Lender. The
Administrative Agent is hereby authorized to charge the account of the Borrower
maintained with the Administrative Agent for each payment of principal, interest
and fees as it becomes due hereunder.

      2.13  NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.

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

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

      (iii) The entries maintained in the accounts maintained pursuant to
            paragraphs (i) and (ii) above shall be prima facie evidence of the
            existence and amounts of the Obligations therein recorded; provided,
            however, that the failure of the Administrative Agent or any Lender
            to maintain such accounts or any error therein shall not in any
            manner affect the obligation of the Borrower to repay the
            Obligations in accordance with their terms.

      (iv)  Any Lender may request that its Loans be evidenced by a promissory
            note in substantially the form of EXHIBIT E (a "Note"). In such
            event, the Borrower shall prepare, execute and deliver to such
            Lender such Note payable to the order of such Lender. Thereafter,
            the Loans evidenced by such Note and interest thereon shall at all
            times (including after any assignment pursuant to SECTION 12.3) be
            represented by one or more Notes payable to the order of the payee
            named therein or any assignee pursuant to SECTION 12.3, except to
            the extent that any such Lender or assignee subsequently returns any
            such Note for cancellation and requests that such Loans once again
            be evidenced as described in paragraphs (i) and (ii) above.

      2.14  TELEPHONIC NOTICES. The Borrower hereby authorizes the Lenders and
the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the Borrower, it being understood
that the foregoing authorization is specifically intended to allow Borrowing
Notices and Conversion/Continuation Notices to be given telephonically. The
Borrower agrees to deliver promptly to the Administrative Agent a written
confirmation, if such


                                       17

<PAGE>   23


confirmation is requested by the Administrative Agent or any Lender, of each
telephonic notice signed by an Authorized Officer. If the written confirmation
differs in any material respect from the action taken by the Administrative
Agent and the Lenders, the records of the Administrative Agent and the Lenders
shall govern absent manifest error.

      2.15  INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued on
each Base Rate Advance shall be payable on the Payment Date, on any date on
which the Base Rate Advance is prepaid, whether due to acceleration or
otherwise, and at maturity. Interest accrued on that portion of the outstanding
principal amount of any Base Rate Advance converted into a Eurodollar Advance on
a day other than the Payment Date shall be payable on the date of conversion.
Interest accrued on each Eurodollar Advance shall be payable on the last day of
its applicable Interest Period, on any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurodollar Advance having an Interest Period longer than three months
shall also be payable on the last day of each three-month interval during such
Interest Period. Interest and fees shall be calculated for actual days elapsed
on the basis of a 360-day year. Interest shall be payable for the day an Advance
is made but not for the day of any payment on the amount paid if payment is
received prior to 12:00 noon (New York City time) at the place of payment. If
any payment of principal of or interest on an Advance shall become due on a day
which is not a Domestic Business Day with respect to Base Rate Advances or fees,
such payment shall be made on the next succeeding Domestic Business Day and, in
the case of a principal payment, such extension of time shall be included in
computing interest in connection with such payment. If any payment of principal
of or interest on an Advance shall become due on a day which is not a Eurodollar
Business Day with respect to Eurodollar Advances, such payment shall be made on
the next succeeding Eurodollar Business Day (unless such Eurodollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Eurodollar Business Day) and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

      2.16  NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND COMMITMENT
REDUCTIONS. Promptly after receipt thereof, the Administrative Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Administrative Agent will notify each Lender of the
interest rate applicable to each Eurodollar Advance promptly upon determination
of such interest rate and will give each Lender prompt notice of each change in
the Base Rate.

      2.17  LENDING INSTALLATIONS. Each Lender may book its Loans at any Lending
Installation selected by such Lender and may change its Lending Installation
from time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Loans and any Notes issued hereunder shall be deemed held
by each Lender for the benefit of any such Lending Installation. Each Lender
may, by written notice to the Administrative Agent and the Borrower


                                       18
<PAGE>   24


in accordance with ARTICLE XIII, designate replacement or additional Lending
Installations through which Loans will be made by it and for whose account Loan
payments are to be made.

      2.18  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. Unless the
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or the Borrower, as the case may be, has not in fact
made such payment to the Administrative Agent, the recipient of such payment
shall, on demand by the Administrative Agent, repay to the Administrative Agent
the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available
by the Administrative Agent until the date the Administrative Agent recovers
such amount at a rate per annum equal to (x) in the case of payment by a Lender,
the Federal Funds Rate for such day for the first three days and, thereafter,
the interest rate applicable to the relevant Loan or (y) in the case of payment
by the Borrower, the interest rate applicable to the relevant Loan.

                                  ARTICLE III

                             YIELD PROTECTION; TAXES

      3.1   YIELD PROTECTION. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

      (i)   subjects any Lender or any applicable Lending Installation to any
            Taxes, or changes the basis of taxation of payments (other than with
            respect to Excluded Taxes) to any Lender in respect of its
            Eurodollar Loans, or

      (ii)  imposes or increases or deems applicable any reserve, assessment,
            insurance charge, special deposit or similar requirement against
            assets of, deposits with or for the account of, or credit extended
            by, any Lender or any applicable Lending Installation (other than
            reserves and assessments taken into account in determining the
            interest rate applicable to Eurodollar Advances), or

      (iii) imposes any other condition the result of which is to increase the
            cost to any Lender or any applicable Lending Installation of making,
            funding or maintaining


                                       19

<PAGE>   25


            its Eurodollar Loans or reduces any amount receivable by any Lender
            or any applicable Lending Installation in connection with its
            Eurodollar Loans, or requires any Lender or any applicable Lending
            Installation to make any payment calculated by reference to the
            amount of Eurodollar Loans held or interest received by it, by an
            amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurodollar Loans or
Commitment or to reduce the return received by such Lender or applicable Lending
Installation in connection with such Eurodollar Loans or Commitment, then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender such
additional amount or amounts as will compensate such Lender for such increased
cost or reduction in amount received.

      3.2   CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender determines the
amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans or its
Commitment to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "Change" means (i) any change after the date
of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any Lending Installation
or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means
(i) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (ii) the corresponding
capital regulations promulgated by regulatory authorities outside the United
States implementing the July 1988 report of the Basle Committee on Banking
Regulation and Supervisory Practices Entitled "International Convergence of
Capital Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

      3.3   AVAILABILITY OF TYPES OF ADVANCES. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Administrative Agent shall suspend the availability of Eurodollar Advances
and require any affected Eurodollar Advances to be repaid or converted to Base
Rate Advances, subject to the payment of any funding indemnification amounts
required by SECTION 3.4.


                                       20

<PAGE>   26


      3.4   FUNDING INDEMNIFICATION. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar
Advance is not made on the date specified by the Borrower for any reason other
than default by the Lenders, the Borrower will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurodollar Advance.

      3.5   TAXES

      (i)   All payments by the Borrower to or for the account of any Lender or
            the Administrative Agent hereunder or under any Note shall be made
            free and clear of and without deduction for any and all Taxes. If
            the Borrower shall be required by law to deduct any Taxes from or in
            respect of any sum payable hereunder to any Lender or the
            Administrative Agent, (a) the sum payable shall be increased as
            necessary so that after making all required deductions (including
            deductions applicable to additional sums payable under this SECTION
            3.5) such Lender or the Administrative Agent (as the case may be)
            receives an amount equal to the sum it would have received had no
            such deductions been made, (b) the Borrower shall make such
            deductions, (c) the Borrower shall pay the full amount deducted to
            the relevant authority in accordance with applicable law and (d) the
            Borrower shall furnish to the Administrative Agent the original copy
            of a receipt evidencing payment thereof within 30 days after such
            payment is made.

      (ii)  In addition, the Borrower hereby agrees to pay any present or future
            stamp or documentary taxes and any other excise or property taxes,
            charges or similar levies which arise from any payment made
            hereunder or under any Note or from the execution or delivery of, or
            otherwise with respect to, this Agreement or any Note ("Other
            Taxes").

      (iii) The Borrower hereby agrees to indemnify the Administrative Agent and
            each Lender for the full amount of Taxes or Other Taxes (including,
            without limitation, any Taxes or Other Taxes imposed on amounts
            payable under this SECTION 3.5) paid by the Administrative Agent or
            such Lender and any liability (including penalties, interest and
            expenses) arising therefrom or with respect thereto. Payments due
            under this indemnification shall be made within 30 days of the date
            the Administrative Agent or such Lender makes demand therefor
            pursuant to SECTION 3.6.

      (iv)  Each Lender that is not incorporated under the laws of the United
            States of America or a state thereof (each a "Non-U.S. Lender")
            agrees that it will, not more than ten Domestic Business Days after
            the date of this Agreement, (i) deliver to each of the Borrower and
            the Administrative Agent two duly completed


                                       21

<PAGE>   27


            copies of United States Internal Revenue Service Form W-8BEN or
            W-8ECI, certifying in either case that such Lender is entitled to
            receive payments under this Agreement without deduction or
            withholding of any United States federal income taxes, and (ii)
            deliver to each of the Borrower and the Administrative Agent a
            United States Internal Revenue Form W-8 or W-9, as the case may be,
            and certify that it is entitled to an exemption from United States
            backup withholding tax. Each Non-U.S. Lender further undertakes to
            deliver to each of the Borrower and the Administrative Agent (x)
            renewals or additional copies of such form (or any successor form)
            on or before the date that such form expires or becomes obsolete,
            and (y) after the occurrence of any event requiring a change in the
            most recent forms so delivered by it, such additional forms or
            amendments thereto as may be reasonably requested by the Borrower or
            the Administrative Agent. All forms or amendments described in the
            preceding sentence shall certify that such Lender is entitled to
            receive payments under this Agreement without deduction or
            withholding of any United States federal income taxes, unless an
            event (including without limitation any change in treaty, law or
            regulation) has occurred prior to the date on which any such
            delivery would otherwise be required which renders all such forms
            inapplicable or which would prevent such Lender from duly completing
            and delivering any such form or amendment with respect to it and
            such Lender advises the Borrower and the Administrative Agent that
            it is not capable of receiving payments without any deduction or
            withholding of United States federal income tax.

      (v)   For any period during which a Non-U.S. Lender has failed to provide
            the Borrower with an appropriate form pursuant to clause (iv), above
            (unless such failure is due to a change in treaty, law or
            regulation, or any change in the interpretation or administration
            thereof by any governmental authority, occurring subsequent to the
            date on which a form originally was required to be provided), such
            Non-U.S. Lender shall not be entitled to indemnification under this
            SECTION 3.5 with respect to Taxes imposed by the United States;
            provided that, should a Non-U.S. Lender which is otherwise exempt
            from or subject to a reduced rate of withholding tax become subject
            to Taxes because of its failure to deliver a form required under
            clause (iv) above, the Borrower shall take such steps as such
            Non-U.S. Lender shall reasonably request to assist such Non-U.S.
            Lender to recover such Taxes.

      (vi)  Any Lender that is entitled to an exemption from or reduction of
            withholding tax with respect to payments under this Agreement or any
            Note pursuant to the law of any relevant jurisdiction or any treaty
            shall deliver to the Borrower (with a copy to the Administrative
            Agent), at the time or times prescribed by applicable law, such
            properly completed and executed documentation prescribed by
            applicable law as will permit such payments to be made without
            withholding or at a reduced rate.


                                       22

<PAGE>   28


      3.6   LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurodollar Loans to reduce any liability of the Borrower to such
Lender under SECTIONS 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurodollar Advances under SECTION 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Administrative Agent) as to the amount due, if any, under SECTION 3.1, 3.2, 3.4
or 3.5. Such written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall be final,
conclusive and binding on the Borrower in the absence of manifest error.
Determination of amounts payable under such Sections in connection with a
Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar
Loan through the purchase of a deposit of the type and maturity corresponding to
the deposit used as a reference in determining the Eurodollar Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable ten (10) Domestic Business Days after receipt by the Borrower of such
written statement. The obligations of the Borrower under SECTIONS 3.1, 3.2, 3.4
and 3.5 shall survive payment of the Obligations and termination of this
Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

      4.1   CLOSING DATE. As conditions precedent to the obligations of the
Lenders to make Advances hereunder, the Borrower shall furnish to the
Administrative Agent, with sufficient copies for the Lenders, on or prior to the
Closing Date:

      (i)   Copies of the articles or certificate of incorporation of the
            Borrower, together with all amendments, and a certificate of good
            standing, each certified by the appropriate governmental officer in
            its jurisdiction of incorporation.

      (ii)  Copies, certified by the Secretary or Assistant Secretary of the
            Borrower, of its by-laws and of its Board of Directors' resolutions
            and of resolutions or actions of any other body authorizing the
            execution of the Loan Documents to which the Borrower is a party.

      (iii) An incumbency certificate, executed by the Secretary or Assistant
            Secretary of the Borrower, which shall identify by name and title
            and bear the signatures of the officer(s) of the Borrower authorized
            to sign the Loan Documents to which the Borrower is a party, upon
            which certificate the Administrative Agent and the Lenders shall be
            entitled to rely until informed of any change in writing by the
            Borrower.

      (iv)  A certificate, signed by the chief financial officer of the
            Borrower, stating that (a) on the Closing Date no Default or
            Unmatured Default has occurred and is

                                       23
<PAGE>   29


            continuing, (b) since December 31, 1999, there has been no change in
            the business, Property, condition (financial or otherwise) or
            results of operations of the Borrower and its Subsidiaries which
            could reasonably be expected to have a Material Adverse Effect and
            (c) the representations and warranties contained in ARTICLE V are
            true and correct as of the Closing Date.

      (v)    A written opinion of counsel to the Borrower, addressed to the
             Lenders, in substantially the form of EXHIBIT A.

      (vi)   Any Notes requested by a Lender pursuant to SECTION 2.13 payable to
             the order of each such requesting Lender.

      (vii)  Written money transfer instructions, in substantially the form of
             EXHIBIT D, addressed to the Administrative Agent and signed by an
             Authorized Officer, together with such other related money transfer
             authorizations as the Administrative Agent may have reasonably
             requested.

      (viii) Evidence of termination of the Credit Agreement, dated as of
             October 31, 2000, among the Borrower, the financial institutions
             party thereto, Wachovia Bank, N.A., as Administrative Agent, and
             Bank One, NA, as Syndication Agent, and repayment of all principal,
             interest and other amounts due thereunder, if any.

      (ix)   Such other documents as any Lender or its counsel may have
             reasonably requested.

      4.2    EACH ADVANCE. The Lenders shall not be required to make any Advance
unless on the applicable Borrowing Date:

      (i)    The Administrative Agent shall have received a Borrowing Notice as
             required by SECTION 2.8.

      (ii)   Immediately after such Advance, the aggregate outstanding principal
             amount of the Loans will not exceed the Aggregate Commitment.

      (iii)  There exists no Default or Unmatured Default.

      (iv)   The representations and warranties contained in ARTICLE V (other
             than SECTION 5.5) are true and correct as of such Borrowing Date
             except to the extent any such representation or warranty is stated
             to relate solely to an earlier date, in which case such
             representation or warranty shall have been true and correct on and
             as of such earlier date.

      (v)    All legal matters incident to the making of such Advance shall be
             satisfactory to the Lenders and their counsel.


                                       24

<PAGE>   30


      Each Borrowing Notice with respect to each such Advance shall constitute a
representation and warranty by the Borrower that the conditions contained in
SECTION 4.2(i), (ii), (iii) and (iv) have been satisfied. Any Lender may require
a duly completed compliance certificate in substantially the form of EXHIBIT B
as a condition to making an Advance.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants to the Lenders that:

      5.1   EXISTENCE AND STANDING. The Borrower and each of its Material
Subsidiaries is duly and properly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has all
requisite authority to conduct its business in each jurisdiction in which its
business is conducted, except where the failure to so qualify could not
reasonably be expected to have a Material Adverse Effect.

      5.2   AUTHORIZATION AND VALIDITY. The Borrower has the power and authority
and legal right to execute and deliver the Loan Documents and to perform its
obligations thereunder. The execution and delivery by the Borrower of the Loan
Documents and the performance of its obligations thereunder have been duly
authorized by proper corporate proceedings, and the Loan Documents to which the
Borrower is a party constitute legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally.

      5.3   NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and delivery
by the Borrower of the Loan Documents, nor the consummation of the transactions
therein contemplated, nor compliance with the provisions thereof will violate
(i) any law, rule or regulation, to its knowledge, binding on the Borrower or
any of its Subsidiaries, or any order, writ, judgment, injunction, decree or
award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower's
or any Subsidiary's articles or certificate of incorporation, partnership
agreement, certificate of partnership, articles or certificate of organization,
by-laws, or operating or other management agreement, as the case may be, or
(iii) the provisions of any indenture, instrument or agreement to which the
Borrower or any of its Subsidiaries is a party or is subject, or by which it, or
its Property, is bound, or conflict with or constitute a default thereunder, or
result in, or require, the creation or imposition of any Lien in, of or on the
Property of the Borrower or a Subsidiary pursuant to the terms of any such
indenture, instrument or agreement. No order, consent, adjudication, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, or other action in respect of any governmental or public
body or authority, or any subdivision thereof, which has not been obtained by
the Borrower or any of its Subsidiaries, is required to be obtained by the
Borrower or any of its Subsidiaries in connection with the execution and
delivery of the Loan Documents, the


                                       25

<PAGE>   31


borrowings under this Agreement, the payment and performance by the Borrower of
the Obligations or the legality, validity, binding effect or enforceability of
any of the Loan Documents.

      5.4   FINANCIAL STATEMENTS. The December 31, 1999 consolidated financial
statements of the Borrower and its Subsidiaries heretofore delivered to the
Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

      5.5   MATERIAL ADVERSE CHANGE. Since December 31, 1999, there has been no
change in the business, Property, condition (financial or otherwise) or results
of operations of the Borrower and its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.

      5.6   TAXES. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with GAAP and as to which no Lien
exists. The United States income tax returns of the Borrower and its
Subsidiaries have been audited by the Internal Revenue Service through the
fiscal year ended December 31, 1995. No tax liens have been filed and no claims
are being asserted with respect to any such taxes. The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of any
taxes or other governmental charges are adequate. If the Borrower or any of its
Subsidiaries is a limited liability company, each such limited liability company
qualifies for partnership tax treatment under United States federal tax law.

      5.7   LITIGATION AND CONTINGENT OBLIGATIONS. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of the Authorized Officers, threatened against or affecting
the Borrower or any of its Subsidiaries which could reasonably be expected to
have a Material Adverse Effect or which seeks to prevent, enjoin or delay the
making of any Loans. Other than any liability incident to any litigation,
arbitration or proceeding which could not reasonably be expected to have a
Material Adverse Effect, the Borrower has no material contingent obligations not
provided for or disclosed in the financial statements referred to in SECTION
5.4.

      5.8   SUBSIDIARIES. SCHEDULE 5.8 contains an accurate list of all Material
Subsidiaries of the Borrower as of the date of this Agreement, setting forth the
percentage of their respective capital stock or other ownership interests owned
by the Borrower or other Subsidiaries of the Borrower. All of the issued and
outstanding shares of capital stock or other ownership interests of such
Material Subsidiaries have been (to the extent such concepts are relevant with
respect to such ownership interests) duly authorized and issued and are fully
paid and non-assessable.


                                       26

<PAGE>   32


      5.9   ERISA. The Unfunded Liabilities of all Single Employer Plans do not
in the aggregate exceed $1,000,000. Neither the Borrower nor any other member of
the Controlled Group has incurred, or is reasonably expected to incur, any
withdrawal liability to any Multiemployer Plan. Each Plan complies in all
material respects with all applicable requirements of law and regulations, no
Reportable Event has occurred with respect to any Plan, neither the Borrower nor
any other member of the Controlled Group has withdrawn from any Plan or
initiated steps to do so, and no steps have been taken to reorganize or
terminate any Plan.

      5.10  ACCURACY OF INFORMATION. No information, exhibit or report furnished
by the Borrower or any of its Subsidiaries to the Administrative Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading, provided that assumptions in projections regarding future operations
and results are to the best knowledge of the Borrower.

      5.11  REGULATION U. Margin stock (as defined in Regulation U) constitutes
less than 25% of the value of those assets of the Borrower and its Subsidiaries
which are subject to any limitation on sale, pledge, or other restriction
hereunder.

      5.12  MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness.

      5.13  COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property, except where the
failure to so comply could not reasonably be expected to have a Material Adverse
Effect.

      5.14  OWNERSHIP OF PROPERTIES. Except as set forth on SCHEDULE 5.14, on
the date of this Agreement, the Borrower and its Material Subsidiaries will have
good title, free of all Liens other than those permitted by SECTION 6.12, to all
of the Property and assets reflected in the Borrower's most recent consolidated
financial statements provided to the Administrative Agent as owned by the
Borrower and its Subsidiaries.

      5.15  PLAN ASSETS; PROHIBITED TRANSACTIONS. The Borrower is not an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. ss. 2510.3-101 of
an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the
Code), and neither the execution of this Agreement nor the making of Loans
hereunder gives rise to a prohibited transaction within the meaning of Section


                                       27

<PAGE>   33


406 of ERISA or Section 4975 of the Code. The Borrower is an "operating company"
as defined in 29 C.F.R 2510-101 (c). Neither the Borrower nor any other member
of the Controlled Group is the sponsor of, or is otherwise obligated to make
contributions in respect of any Multiemployer Plan.

      5.16  ENVIRONMENTAL MATTERS. In the ordinary course of its business, the
officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in compliance with any of
the requirements of applicable Environmental Laws or are the subject of any
federal or state investigation evaluating whether any remedial action is needed
to respond to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

      5.17  INVESTMENT COMPANY ACT. Neither the Borrower nor any Subsidiary is
an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

      5.18  PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

      5.19  INSURANCE. The Borrower and each of its Subsidiaries maintain
(either in the name of the Borrower or in such Subsidiary's own name) with
financially sound and reputable insurance companies, insurance in at least such
amounts, with such deductibles and against at least such risks (including on all
its Property, and public liability and workers' compensation) as are usually
insured against in the same general area by companies of established repute
engaged in the same or similar business.

      5.20  SOLVENCY

      (i)   Immediately after the consummation of the transactions to occur on
            the date hereof and immediately following the making of each Loan,
            if any, and after giving effect to the application of the proceeds
            of such Loans, (a) the fair value of the assets of the Borrower and
            its Subsidiaries on a consolidated basis, at a fair valuation, will
            exceed the Indebtedness, subordinated, contingent or otherwise, of
            the Borrower and its Subsidiaries on a consolidated basis; (b) the
            present fair saleable value of the Property of the Borrower and its
            Subsidiaries on a consolidated basis will be greater than the amount
            that will be required to pay the probable liability of the Borrower
            and its Subsidiaries on a consolidated basis on


                                       28

<PAGE>   34

            their Indebtedness, subordinated, contingent or otherwise, as such
            Indebtedness becomes absolute and matured; (c) the Borrower and its
            Subsidiaries on a consolidated basis will be able to pay their
            Indebtedness, subordinated, contingent or otherwise, as such
            Indebtedness becomes absolute and matured; and (d) the Borrower and
            its Subsidiaries on a consolidated basis will not have unreasonably
            small capital with which to conduct the businesses in which they are
            engaged as such businesses are now conducted and are proposed to be
            conducted after the date hereof.

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

                                   ARTICLE VI

                                    COVENANTS

      During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

      6.1   FINANCIAL REPORTING. The Borrower will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:

      (i)   Within 90 days after the close of each of its fiscal years, an
            unqualified (except for qualifications relating to changes in
            accounting principles or practices reflecting changes in generally
            accepted accounting principles and required or approved by the
            Borrower's independent certified public accountants) audit report
            certified by independent certified public accountants acceptable to
            the Lenders, prepared in accordance with GAAP on a consolidated
            basis for itself and its Subsidiaries, including balance sheets as
            of the end of such period, related statements of income,
            stockholders' equity and cash flows, accompanied by (a) any
            management letter prepared by said accountants, and (b) a
            certificate of said accountants (I) that, in the course of their
            examination necessary for their certification of the foregoing, they
            have obtained no knowledge of any Default or Unmatured Default, or
            if, in the opinion of such accountants, any Default or Unmatured
            Default shall exist, stating the nature and status thereof, and (II)
            confirming the calculations set forth in the Compliance Certificate
            delivered simultaneously therewith pursuant to clause (iii) below.


                                       29

<PAGE>   35

      (ii)  Within 45 days after the close of the first three quarterly periods
            of each of its fiscal years, for itself and its Subsidiaries,
            consolidated unaudited balance sheets as at the close of each such
            period and consolidated statements of income, stockholders' equity
            and of cash flows for the period from the beginning of such fiscal
            year to the end of such quarter, all certified (subject to normal
            year-end adjustments and the absence of footnotes) by its chief
            financial officer.

      (iii) Together with the financial statements required under SECTIONS
            6.1(i) and (ii), a compliance certificate in substantially the form
            of EXHIBIT B signed by its chief financial officer showing the
            calculations necessary to determine compliance with this Agreement
            and stating that no Default or Unmatured Default exists, or if any
            Default or Unmatured Default exists, stating the nature and status
            thereof.

      (iv)  As soon as possible and in any event within 10 days after the
            Borrower knows that any Reportable Event has occurred with respect
            to any Plan, a statement, signed by the chief financial officer of
            the Borrower, describing said Reportable Event and the action which
            the Borrower proposes to take with respect thereto.

      (v)   As soon as possible and in any event within 10 days after receipt by
            the Borrower, a copy of (a) any notice or claim to the effect that
            the Borrower or any of its Subsidiaries is or may be liable to any
            Person as a result of the release by the Borrower, any of its
            Subsidiaries, or any other Person of any toxic or hazardous waste or
            substance into the environment, and (b) any notice alleging any
            violation of any federal, state or local environmental, health or
            safety law or regulation by the Borrower or any of its Subsidiaries,
            which, in either case, could reasonably be expected to have a
            Material Adverse Effect.

      (vi)  Promptly upon the furnishing thereof to the shareholders of the
            Borrower, copies of all financial statements, reports and proxy
            statements so furnished.

      (vii) Promptly upon the filing thereof, copies of all registration
            statements and annual, quarterly, monthly or other regular reports
            which the Borrower or any of its Subsidiaries files with the
            Securities and Exchange Commission.

      (viii) Such other information (including non-financial information) as the
            Administrative Agent or any Lender may from time to time reasonably
            request.

      6.2   USE OF PROCEEDS. The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Advances for general corporate purposes. The
Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds
of the Advances to purchase or carry any "margin stock" (as defined in
Regulation U) or to finance the Acquisition of any Person which has not been
approved and recommended by the board of directors (or functional equivalent
thereof) of such Person.


                                       30

<PAGE>   36

      6.3   NOTICE OF DEFAULT. The Borrower will, and will cause each Subsidiary
to, deliver, within five (5) Domestic Business Days after the Borrower becomes
aware of the occurrence of any Default or Unmatured Default or of any other
development, financial or otherwise, which could reasonably be expected to have
a Material Adverse Effect, a written certificate signed by the chief financial
officer or the chief accounting officer of the Borrower, describing in detail
such occurrence and the action which the Borrower proposes to take with respect
thereto.

      6.4   CONDUCT OF BUSINESS. The Borrower will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

      6.5   TAXES. The Borrower will, and will cause each Subsidiary to, timely
file complete and correct United States federal and applicable foreign, state
and local tax returns required by law and pay when due all taxes, assessments
and governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside in accordance
with GAAP.

      6.6   INSURANCE. The Borrower will, and will cause each Subsidiary to,
maintain (either in the name of the Borrower or in such Subsidiary's own name)
with financially sound and reputable insurance companies, insurance in at least
such amounts, with such deductibles and against at least such risks (including
on all its Property, and public liability and workers' compensation) as are
usually insured against in the same general area by companies of established
repute engaged in the same or similar business, and the Borrower will furnish to
any Lender upon request full information as to the insurance carried.

      6.7   COMPLIANCE WITH LAWS. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws.

      6.8   MAINTENANCE OF PROPERTIES. The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times.

      6.9   INSPECTION. The Borrower will, and will cause each Subsidiary to,
permit the Administrative Agent and the Lenders, by their respective
representatives and agents, to inspect any of the Property, books and financial
records of the Borrower


                                       31

<PAGE>   37


and each Subsidiary, to examine and make copies of the books of accounts and
other financial records of the Borrower and each Subsidiary, and to discuss the
affairs, finances and accounts of the Borrower and each Subsidiary with, and to
be advised as to the same by, their respective officers at such reasonable times
and intervals as the Administrative Agent or any Lender may designate.

      6.10  DIVIDENDS. The Borrower will not, nor will it permit any Subsidiary
to, declare or pay any dividends or make any distributions on its capital stock
(other than dividends payable in its own capital stock) or redeem, repurchase or
otherwise acquire or retire any of its capital stock at any time outstanding,
except that (i) any Subsidiary may declare and pay dividends or make
distributions to the Borrower or to a Wholly-Owned Subsidiary and (ii) the
Borrower may declare and pay dividends or redeem, repurchase or otherwise
acquire or retire any of its capital stock so long as no Default or Unmatured
Default shall have occurred and be continuing after giving effect to such
dividend or redemption, repurchase or acquisition.

      6.11  CONSOLIDATION, MERGER AND SALES. The Borrower will not, nor will it
permit any Subsidiary to, merge or consolidate with or into any other Person,
and the Borrower will not sell, lease or otherwise transfer, directly or
indirectly, all or any substantial part of the assets of the Borrower and its
Subsidiaries, taken as a whole, to any other Person, except that (i) a
Subsidiary may merge into the Borrower or a Wholly-Owned Subsidiary, and (ii) a
Subsidiary may merge with any other Person as a means of effecting a transaction
permitted by this Agreement so long as such Subsidiary is the surviving Person
of such Merger and (a) no Default or Unmatured Default arises as a consequence
of such Merger and (b) after giving effect to such Merger, such Subsidiary
remains a consolidated Subsidiary under GAAP.

      6.12  LIENS. The Borrower will not, nor will it permit any Subsidiary to,
create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

      (i)   Liens existing on the date of this Agreement securing Indebtedness
            outstanding on the date of this Agreement in an aggregate principal
            or face amount not exceeding $1,000,000.

      (ii)  Any Lien existing on any Property of any Person at the time such
            Person becomes a Subsidiary and not created in contemplation of such
            event.

      (iii) Any Lien on any Property securing Indebtedness incurred or assumed
            for the purpose of financing all or any part of the cost of
            acquiring such Property, provided that such Lien attaches to such
            Property concurrently with or within 90 days after the acquisition
            thereof.

      (iv)  Any Lien on any Property of any Person existing at the time such
            Person is merged or consolidated with or into the Borrower or any
            Subsidiary and not created in contemplation of such event.



                                       32

<PAGE>   38


      (v)   Any Lien existing on any Property prior to the acquisition thereof
            by the Borrower or a Subsidiary and not created in contemplation of
            such acquisition.

      (vi)  Any Lien arising out of the refinancing, extension, renewal or
            refunding of any Indebtedness secured by any Lien permitted by any
            of the foregoing clauses of this Section, provided that such
            Indebtedness is not increased and is not secured by any additional
            Property.

      (vii) Liens arising in the ordinary course of its business which (a) do
            not secure Indebtedness, (b) do not secure any obligation in an
            amount exceeding $25,000,000 and (c) do not in the aggregate
            materially detract from the value of its Property or materially
            impair the use thereof in the operation of its business.

      (viii) Liens on cash and Cash Equivalents securing Rate Management
            Obligations, provided that the aggregate amount of cash and Cash
            Equivalents subject to such Liens may at no time exceed $25,000,000.

      (ix)  Liens upon assets of an SPC relating to any Permitted
            Securitization.

      (x)   Liens not otherwise permitted by the foregoing clauses of this
            Section securing Indebtedness in an aggregate principal or face
            amount at any date not to exceed 5% of Consolidated Net Worth.

      Notwithstanding the foregoing clauses of this SECTION 6.12, (i) the
Borrower shall not permit its Subsidiaries, individually or in the aggregate, to
create, incur or suffer to exist Liens on any Property of such Subsidiary or
Subsidiaries in an aggregate principal or face amount in excess of $5,000,000 at
any time and (ii) the Borrower shall not pledge, or permit its Material
Subsidiaries to pledge, the capital stock of its or their Material Subsidiaries,
as the case may be, to any Person at any time. In the event that the capital
stock of any Subsidiary (which is not a Material Subsidiary) has been pledged
and such Subsidiary is either acquired as a direct or indirect Material
Subsidiary of the Borrower or is later reclassified as a Material Subsidiary as
a result of such Subsidiary meeting the definition of "Material Subsidiary" set
forth in SECTION 1.1, then the Borrower shall, at the Borrower's expense, (a)
with respect to an acquired Material Subsidiary, within 120 days after such
acquisition, cause the release of such pledge on the capital stock of such
Subsidiary or (b) with respect to a reclassified Material Subsidiary, within 150
days following the close of the fiscal year in which such reclassification
occurred, cause the release of such pledge on the capital stock of such
Subsidiary.

      6.13  AFFILIATES. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except (i) in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary


                                       33

<PAGE>   39


than the Borrower or such Subsidiary would obtain in a comparable arms-length
transaction and (ii) a Permitted Securitization.

      6.14  CONTINGENT OBLIGATIONS. The Borrower will not, nor will it permit
any Subsidiary to, make or suffer to exist any Contingent Obligation (provided
that the Borrower may incur a Contingent Obligation with respect to the
obligations of a Material Subsidiary), except (i) by endorsement of instruments
for deposit or collection in the ordinary course of business, (ii) the Guaranty
(when delivered in accordance with SECTION 6.18) and (iii) the Subsidiaries of
the Borrower may make or suffer to exist any Contingent Obligations with respect
to Funded Indebtedness, individually or in the aggregate, which do not exceed
the aggregate principal amount of $5,000,000 at any time outstanding.

      6.15  SALE OF ACCOUNTS. The Borrower will not, nor will it permit any
Subsidiary to, sell or otherwise dispose of any notes receivable or accounts
receivable, with or without recourse, except sales of accounts receivable and
related rights to or by an SPC pursuant to a Permitted Securitization; provided
that such accounts receivable and related rights sold after the date hereof
pursuant to a Permitted Securitization do not have an aggregate book value in
excess of $200,000,000 for all such Permitted Securitizations.

      6.16  FINANCIAL CONTRACTS. The Borrower will not, nor will it permit any
Subsidiary to, enter into or remain liable upon any Financial Contract, except
with respect to Rate Management Transactions providing protection against
fluctuations in currency or commodity values in connection with the Borrower's
or any of its Subsidiaries operations so long as management of the Borrower or
such Subsidiary, as the case may be, has determined that the entering into of
such Rate Management Transactions are BONA FIDE hedging activities done in the
ordinary course of business and are not done for speculative purposes.

      6.17  FINANCIAL COVENANTS.

            6.17.1 COVERAGE RATIO. The Borrower will not permit the ratio,
      determined as of the end of each of its fiscal quarters, of (i)
      Consolidated EBIT for the most-recently ended four fiscal quarters to (ii)
      Consolidated Interest Expense for the most-recently ended four fiscal
      quarters to be less than 3.0 to 1.0.

            6.17.2 LEVERAGE RATIO. The Borrower will not permit the Leverage
      Ratio, determined as of the end of any fiscal quarter, to be greater than
      the ratio set forth below opposite such fiscal quarter:

                      Period                           Ratio
                      ------                           -----

                  December 31, 2000                 2.50 to 1.00
                  March 31, 2001                    3.00 to 1.00
                  June 30, 2001                     3.50 to 1.00
                  September 30, 2001                2.75 to 1.00


                                       34

<PAGE>   40


                     Period                               Ratio
                     ------                               -----

                  December 31, 2001                   2.50 to 1.00
                  March 31, 2002                      2.50 to 1.00
                  June 30, 2002                       3.00 to 1.00
                  September 30, 2002                  2.50 to 1.00
                  December 31, 2002                   2.25 to 1.00
                  March 31, 2003                      2.50 to 1.00
                  June 30, 2003                       3.00 to 1.00
                  September 30, 2003                  2.50 to 1.00
                  December 31, 2003                   2.25 to 1.00
                  March 31, 2004                      2.50 to 1.00
                  June 30, 2004                       3.00 to 1.00
                  September 30, 2004                  2.50 to 1.00
                  December 31, 2004                   2.25 to 1.00
                  March 31, 2005                      2.50 to 1.00
                  June 30, 2005                       3.00 to 1.00
                  September 30, 2005                  2.50 to 1.00
                  December 31, 2005                   2.25 to 1.00

      6.18  SUBSIDIARY GUARANTORS. The parties to this Agreement hereby
acknowledge that, as of the Closing Date, provisions contained in existing
documentation governing certain Indebtedness of the Borrower restrict the dollar
amount of Funded Indebtedness that may be guaranteed by Subsidiaries of the
Borrower to $5,000,000 (the "Guaranty Limitation"). In the event that the
Guaranty Limitation is amended or modified to permit an additional principal
amount of Indebtedness to be guaranteed by such Subsidiaries or if, for any
reason, the Guaranty Limitation no longer remains in effect, the Borrower agrees
to immediately notify the Administrative Agent that the Guaranty Limitation is
no longer effective or has otherwise been amended or modified. The Borrower
further agrees, upon receipt of the request of the Administrative Agent, to
cause, within 30 days following the date of such request (and at the Borrower's
expense), the Obligations to be (and remain) guarantied in writing by each of
its Material Subsidiaries pursuant to the Guaranty. Following the execution and
delivery of the Guaranty in accordance with this Section, upon the formation or
acquisition of any new direct or indirect Material Subsidiary by the Borrower or
upon the reclassification of a Subsidiary of the Borrower as a Material
Subsidiary as a result of such Subsidiary meeting the definition of "Material
Subsidiary" set forth in SECTION 1.1, then the Borrower shall, at the Borrower's
expense, within 30 days after such formation, acquisition or reclassification,
cause each such Material Subsidiary to duly execute and deliver to the
Administrative Agent a Guaranty Supplement. Upon execution of the Guaranty by
any Material Subsidiary, the Borrower shall also cause to be delivered to the
Administrative Agent such items evidencing legal existence, validity, power, and
authorization (including, without limitation, an opinion of counsel) comparable
to the items required with respect to the Borrower pursuant to SECTION 4.1 as
the Administrative Agent may reasonably require.


                                       35

<PAGE>   41


      6.19  ERISA COMPLIANCE. The Borrower will not, nor will it permit any
Subsidiary to, at any time engage in a transaction which could be subject to
Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any
non-exempt "prohibited transaction" (as defined in Section 4975 of the Code);
(b) fail to comply with ERISA or any other applicable laws; or (c) incur any
material "accumulated funding deficiency" (as defined in Section 302 of ERISA),
which, with respect to each event listed above, could be reasonable expected to
have a Material Adverse Effect.

      6.20  PERMITTED INVESTMENTS AND ACQUISITIONS. The Borrower is permitted to
make any Investments (including, without limitation, loans and advances to, and
other Investments in, Subsidiaries) or commitments therefor, and to become a
partner in any partnership or joint venture, or to make any Acquisition provided
that (i) with respect to an Acquisition involving a merger, the Borrower is the
surviving Person of such merger and (ii) immediately before and after giving
effect to such Investment or Acquisition no Unmatured Default or Default shall
or would exist.

      6.21  SUBSIDIARY INDEBTEDNESS. Notwithstanding any other provision of this
Agreement to the contrary, the Borrower will not permit its Subsidiaries,
individually or in the aggregate, to create, incur, assume or suffer Funded
Indebtedness in an aggregate principal amount in excess of $5,000,000 at any
time outstanding.

                                  ARTICLE VII

                                    DEFAULTS

      The occurrence of any one or more of the following events shall constitute
a Default:

      7.1   Any representation or warranty made or deemed made by or on behalf
of the Borrower or any of its Subsidiaries to the Lenders or the Administrative
Agent under or in connection with this Agreement, any Loan, or any certificate
or information delivered in connection with this Agreement or any other Loan
Document shall be materially false on the date as of which made.

      7.2   Nonpayment of principal of any Loan when due, or nonpayment of
interest upon any Loan or of any commitment fee or other obligations under any
of the Loan Documents within five days after the same becomes due.

      7.3   The breach by the Borrower of any of the terms or provisions of
SECTION 6.2, SECTION 6.3 or any of SECTION 6.9 through 6.18 or any of SECTION
6.20 through 6.21.

      7.4   The breach by the Borrower (other than a breach which constitutes a
Default under another Section of this ARTICLE VII) of any of the terms or
provisions of this Agreement which is not remedied within thirty days after
written notice from the Administrative Agent or any Lender.


                                       36

<PAGE>   42


      7.5   Failure of the Borrower or any of its Subsidiaries to pay when due
any Indebtedness aggregating in excess of $5,000,000 ("Material Indebtedness");
or the default by the Borrower or any of its Subsidiaries in the performance
(beyond the applicable grace period with respect thereto, if any) of any term,
provision or condition contained in any agreement under which any such Material
Indebtedness was created or is governed, or any other event shall occur or
condition exist, the effect of which default or event is to cause, or to permit
the holder or holders of such Material Indebtedness to cause, such Material
Indebtedness to become due prior to its stated maturity; or any Material
Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be
due and payable or required to be prepaid or repurchased (other than by a
regularly scheduled payment) prior to the stated maturity thereof; or the
Borrower or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

      7.6   The Borrower or any of its Subsidiaries shall (i) have an order for
relief entered with respect to it under the Federal bankruptcy laws as now or
hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii)
apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
substantial part of its Property, (iv) institute any proceeding seeking an order
for relief under the Federal bankruptcy laws as now or hereafter in effect or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate or partnership action to authorize or effect any of the
foregoing actions set forth in this SECTION 7.6 or (vi) fail to contest in good
faith any appointment or proceeding described in SECTION 7.7.

      7.7   Without the application, approval or consent of the Borrower or any
of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
substantial part of its Property, or a proceeding described in SECTION 7.6(iv)
shall be instituted against the Borrower or any of its Subsidiaries and such
appointment continues undischarged or such proceeding continues undismissed or
unstayed for a period of 60 consecutive days.

      7.8   Any court, government or governmental agency shall condemn, seize or
otherwise appropriate, or take custody or control of, all or any portion of the
Property of the Borrower and its Subsidiaries which, when taken together with
all other Property of the Borrower and its Subsidiaries so condemned, seized,
appropriated, or taken custody or control of, during the twelve-month period
ending with the month in which any such action occurs, constitutes a Substantial
Portion.

      7.9   The Borrower or any of its Subsidiaries shall fail within 30 days to
pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money in excess of $25,000,000 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate, or


                                       37

<PAGE>   43


(ii) nonmonetary judgments or orders which, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect, which
judgment(s), in any such case, is/are not stayed on appeal or otherwise being
appropriately contested in good faith.

      7.10  The Unfunded Liabilities of all Single Employer Plans shall exceed
in the aggregate $1,000,000 or any Reportable Event shall occur in connection
with any Plan.

      7.11  Any Change in Control shall occur.

      7.12  At such time as the Guaranty has been executed and delivered in
accordance with SECTION 6.18 and thereafter, if the Guaranty shall fail to
remain in full force or effect or any action shall be taken to discontinue or to
assert the invalidity or unenforceability of the Guaranty, or any Material
Subsidiary shall fail to comply with any of the terms or provisions of the
Guaranty, or any Material Subsidiary shall deny that it has any further
liability under the Guaranty, or shall give notice to such effect.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

      8.1   ACCELERATION. If any Default described in SECTION 7.6 or 7.7 occurs
with respect to the Borrower, the obligations of the Lenders to make Loans
hereunder shall automatically terminate and the Obligations shall immediately
become due and payable without any election or action on the part of the
Administrative Agent or any Lender. If any other Default occurs, the Required
Lenders (or the Administrative Agent with the consent of the Required Lenders)
may terminate or suspend the obligations of the Lenders to make Loans hereunder,
or declare the Obligations to be due and payable, or both, whereupon the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrower hereby
expressly waives.

      If, within 30 days after acceleration of the maturity of the Obligations
or termination of the obligations of the Lenders to make Loans hereunder as a
result of any Default (other than any Default as described in SECTION 7.6 or 7.7
with respect to the Borrower) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Administrative Agent shall, by
notice to the Borrower, rescind and annul such acceleration and/or termination.

      8.2   AMENDMENTS. Subject to the provisions of this ARTICLE VIII, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrower may enter into agreements supplemental hereto
for the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or the Borrower hereunder or
waiving any Default hereunder; provided, however, that no such supplemental
agreement shall, without the consent of all of the Lenders:


                                       38

<PAGE>   44


      (i)   Extend the final maturity of any Loan or forgive all or any portion
            of the principal amount thereof, or reduce the rate or extend the
            time of payment of interest or fees thereon.

      (ii)  Reduce the percentage specified in the definition of Required
            Lenders.

      (iii) Extend the Facility Termination Date, or reduce the amount of,
            change the manner of application of, or extend the payment date for,
            the mandatory payments required under SECTION 2.2, or increase the
            amount of the Commitment of any Lender hereunder, or permit the
            Borrower to assign its rights under this Agreement.

      (iv)  Amend this SECTION 8.2.

      (v)   At such time as the Guaranty has been delivered in accordance with
            SECTION 6.18 and thereafter, release any Material Subsidiary from
            liability under the Guaranty or limit its liability in respect of
            the Guaranty.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent. The Administrative Agent may waive payment of the fee required under
SECTION 12.3 without obtaining the consent of any other party to this Agreement.

      8.3   PRESERVATION OF RIGHTS. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan notwithstanding the existence of a Default or
the inability of the Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence. Any single or partial exercise
of any such right shall not preclude other or further exercise thereof or the
exercise of any other right, and no waiver, amendment or other variation of the
terms, conditions or provisions of the Loan Documents whatsoever shall be valid
unless in writing signed by the Lenders required pursuant to SECTION 8.2, and
then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS

      9.1   SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrower contained in this Agreement shall survive the making of the Loans
herein contemplated.


                                       39

<PAGE>   45


      9.2   GOVERNMENTAL REGULATION. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

      9.3   HEADINGS. Section headings in the Loan Documents are for convenience
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.

      9.4   ENTIRE AGREEMENT. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Arrangers, the Agents and the Lenders and
supersede all prior agreements and understandings among the Borrower, the Agents
and the Lenders relating to the subject matter thereof.

      9.5   SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns, provided, however, that
the parties hereto expressly agree that each of the Arrangers shall enjoy the
benefits of the provisions of SECTIONS 9.6, 9.10 and 10.5 to the extent
specifically set forth therein and shall have the right to enforce such
provisions on its own behalf and in its own name to the same extent as if it
were a party to this Agreement.

      9.6   EXPENSES; INDEMNIFICATION. (i) The Borrower shall reimburse the
Agents and the Arrangers for any costs (excluding internal charges) and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
attorneys for the Agents, which attorneys may be employees of either of the
Agents) paid or incurred by the Agents or the Arrangers in connection with the
preparation, negotiation, execution, delivery, syndication, distribution
(including, without limitation, via the internet), review, amendment,
modification, and administration of the Loan Documents. The Borrower also agrees
to reimburse the Agents, the Arrangers and the Lenders for any costs (excluding
internal charges) and out-of-pocket expenses (including reasonable attorneys'
fees and time charges of attorneys for the Agents, the Arrangers and the
Lenders, which attorneys may be employees of any of the Agents, the Arrangers or
the Lenders) paid or incurred by the Agents, the Arrangers or any Lender in
connection with the collection and enforcement of the Loan Documents.

      (ii)  The Borrower hereby further agrees to indemnify the Agents, the
            Arrangers, each Lender, their respective affiliates, and each of
            their directors, officers and employees against all losses, claims,
            damages, penalties, judgments, liabilities and expenses (including,
            without limitation, all expenses of litigation or preparation
            therefor whether or not any of the Agents, the Arrangers, any Lender
            or any affiliate is a party thereto) which any of them may pay or
            incur arising out of or


                                       40

<PAGE>   46


            relating to this Agreement, the other Loan Documents, the
            transactions contemplated hereby or the direct or indirect
            application or proposed application of the proceeds of any Loan
            hereunder except to the extent that they are determined in a final
            non-appealable judgment by a court of competent jurisdiction to have
            resulted from the gross negligence or willful misconduct of the
            party seeking indemnification. The obligations of the Borrower under
            this SECTION 9.6 shall survive the termination of this Agreement.

      9.7   NUMBERS OF DOCUMENTS. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders.

      9.8   [Reserved.]

      9.9   SEVERABILITY OF PROVISIONS. Any provision in any Loan Document that
is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

      9.10  NONLIABILITY OF LENDERS. The relationship between the Borrower on
the one hand and the Lenders and the Administrative Agent on the other hand
shall be solely that of borrower and lender. Neither the Agents, the Arrangers
nor any Lender shall have any fiduciary responsibilities to the Borrower.
Neither the Agents, the Arrangers nor any Lender undertakes any responsibility
to the Borrower to review or inform the Borrower of any matter in connection
with any phase of the Borrower's business or operations. The Borrower agrees
that neither the Agents, the Arrangers nor any Lender shall have liability to
the Borrower (whether sounding in tort, contract or otherwise) for losses
suffered by the Borrower in connection with, arising out of, or in any way
related to, the transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in connection
therewith, unless it is determined in a final non-appealable judgment by a court
of competent jurisdiction that such losses resulted from the gross negligence or
willful misconduct of the party from which recovery is sought. Neither the
Agents, the Arrangers nor any Lender shall have any liability with respect to,
and the Borrower hereby waives, releases and agrees not to sue for, any special,
indirect or consequential damages suffered by the Borrower in connection with,
arising out of, or in any way related to the Loan Documents or the transactions
contemplated thereby.

      9.11  CONFIDENTIALITY. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a


                                       41

<PAGE>   47


party, (vi) to such Lender's direct or indirect contractual counterparties in
swap agreements or to legal counsel, accountants and other professional advisors
to such counterparties, and (vii) permitted by SECTION 12.4.

      9.12  NONRELIANCE. Each Lender hereby represents that it is not relying on
or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loans provided
for herein.

      9.13  DISCLOSURE. The Borrower and each Lender hereby acknowledge and
agree that any of (i) Wachovia Bank, N.A. and/or its Affiliates or (ii) Bank One
NA and/or its Affiliates, from time to time may hold investments in, make other
loans to or have other relationships with the Borrower and its Affiliates.

                                   ARTICLE X

                            THE ADMINISTRATIVE AGENT

      10.1  APPOINTMENT; POWERS AND IMMUNITIES. Each Lender hereby irrevocably
appoints and authorizes the Administrative Agent to act as its Administrative
Agent hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Administrative Agent by the terms hereof and
thereof, together with such other powers as are reasonably incidental thereto.
The Administrative Agent: (a) shall have no duties or responsibilities except as
expressly set forth in this Agreement and the other Loan Documents, and shall
not by reason of this Agreement or any other Loan Document be a trustee for any
Lender; (b) makes no warranty or representation to any Lender and shall not be
responsible to the Lenders for any recitals, statements, representations or
warranties contained in this Agreement or any other Loan Document, or in any
certificate or other document referred to or provided for in, or received by any
Lender under, this Agreement or any other Loan Document, or for the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or any other document referred to or provided for herein
or therein or for any failure by the Borrower to perform any of its obligations
hereunder or thereunder; (c) shall not be required to initiate or conduct any
litigation or collection proceedings hereunder or under any other Loan Document
except to the extent requested by the Required Lenders, and then only on terms
and conditions satisfactory to the Administrative Agent, and (d) shall not be
responsible for any action taken or omitted to be taken by it hereunder or under
any other Loan Document or any other document or instrument referred to or
provided for herein or therein or in connection herewith or therewith, except
for its own gross negligence or willful misconduct. The Administrative Agent may
employ agents and attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any such Administrative Agents or attorneys-in-fact
selected by it with reasonable care. The provisions of this ARTICLE X are solely
for the benefit of the Administrative Agent and the Lenders, and the Borrower
shall not have any rights as a third party beneficiary of any of the provisions
hereof. In performing its functions and duties under this Agreement and under
the other Loan Documents, the Administrative Agent shall act solely as
Administrative


                                       42
<PAGE>   48

Agent of the Lenders and does not assume and shall not be deemed to have assumed
any obligation towards or relationship of agency or trust with or for the
Borrower. The duties of the Administrative Agent shall be ministerial and
administrative in nature, and the Administrative Agent shall not have by reason
of this Agreement or any other Loan Document a fiduciary relationship in respect
of any Lender.

      10.2  RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be
entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telecopier, telegram or cable) believed by
it to be genuine and correct and to have been signed or sent by or on behalf of
the proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants or other experts selected by the Administrative Agent.
As to any matters not expressly provided for by this Agreement or any other Loan
Document, the Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder and thereunder in accordance
with instructions signed by the Required Lenders, and such instructions of the
Required Lenders in any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders.

      10.3  DEFAULTS. The Administrative Agent shall not be deemed to have
knowledge of the occurrence of an Unmatured Default or a Default (other than the
nonpayment of principal of or interest on the Loans) unless the Administrative
Agent has received notice from a Lender or the Borrower specifying such
Unmatured Default or Default and stating that such notice is a "Notice of
Default". In the event that the Administrative Agent receives such a notice of
the occurrence of an Unmatured Default or a Default, the Administrative Agent
shall give prompt notice thereof to the Lenders. The Administrative Agent shall
(subject to SECTION 8.2) take such action hereunder with respect to such
Unmatured Default or Default as shall be directed by the Required Lenders,
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Unmatured Default or Default as it shall deem advisable in the best interests of
the Lenders.

      10.4  RIGHTS OF ADMINISTRATIVE AGENT AND ITS AFFILIATES AS A LENDER. With
respect to its Commitment and the Loans made by it and any of its Affiliates,
Wachovia Bank, N.A. (and any successor acting as Administrative Agent hereunder)
in its capacity as a Lender hereunder and any Affiliate of Wachovia Bank, N.A.
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include Wachovia Bank, N.A. in its
individual capacity and any Affiliate of the Administrative Agent in its
individual capacity. Wachovia Bank, N.A. (and any successor acting as
Administrative Agent hereunder) and any Affiliate thereof may (without having to
account therefor to any Lender) accept deposits from, lend money to and
generally engage in any kind of banking, trust or other business with the
Borrower (and any of the Borrower's Affiliates) as if it were not acting as the
Administrative Agent, and Wachovia Bank, N.A. and any Affiliate thereof may
accept fees and other consideration from the Borrower or any


                                       43

<PAGE>   49

Subsidiary or Affiliate thereof for services in connection with this Agreement
or any other Loan Document or otherwise without having to account for the same
to the Lenders.

      10.5  INDEMNIFICATION. Each Lender severally agrees to indemnify each of
the Agents, to the extent not reimbursed by the Borrower, ratably in accordance
with its Commitment, for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including, without
limitation, counsel fees and disbursements) or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against such
Agent in any way relating to or arising out of this Agreement or any other Loan
Document or any other documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby (including, without
limitation, the costs and expenses that the Borrower is obligated to pay under
SECTION 9.6 or any amount the Borrower is obligated to pay under SECTION 9.6,
but excluding, unless an Unmatured Default has occurred and is continuing, the
normal administrative costs and expenses incident to the performance of its
agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or any such other documents; provided that no Lender shall be liable for
any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the Agent seeking indemnification. If any indemnity
furnished to an Agent for any purpose shall, in the opinion of such Agent, be
insufficient or become impaired, such Agent may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished.

      10.6  CONSEQUENTIAL DAMAGES. THE AGENTS SHALL NOT BE RESPONSIBLE OR LIABLE
TO ANY LENDER, THE BORROWER OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.

      10.7  REGISTERED HOLDER OF LOAN TREATED AS OWNER. The Administrative Agent
may deem and treat each Person in whose name a Loan is registered as the owner
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with the Administrative
Agent and the provisions of SECTION 12.3 have been satisfied. Any requests,
authority or consent of any Person who at the time of making such request or
giving such authority or consent is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee or assignee of that Note or of
any Note or Notes issued in exchange therefor or replacement thereof.

      10.8  NONRELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender
agrees that it has, independently and without reliance on the Agents or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrower and decision to enter
into this Agreement and that it will, independently and without reliance upon
the Agents or any other Lender, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under this Agreement or any of the
other Loan


                                       44

<PAGE>   50


Documents. The Administrative Agent shall not be required to keep itself (or any
Lender) informed as to the performance or observance by the Borrower of this
Agreement or any of the other Loan Documents or any other document referred to
or provided for herein or therein or to inspect the properties or books of the
Borrower or any other Person. Except for notices, reports and other documents
and information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or under the other Loan Documents, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs, financial
condition or business of the Borrower or any other Person (or any of their
Affiliates) which may come into the possession of the Administrative Agent or
any of its Affiliates.

      10.9  FAILURE TO ACT. Except for action expressly required of the
Administrative Agent hereunder or under the other Loan Documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction by the Lenders of their indemnification
obligations under SECTION 10.5 against any and all liability and expense which
may be incurred by the Administrative Agent by reason of taking, continuing to
take, or failing to take any such action.

      10.10 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign
at any time by giving notice thereof to the Lenders and the Borrower. Upon any
such resignation, the Required Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent's notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent. Any successor Administrative
Agent shall be a bank or other financial institution which has a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
ARTICLE X shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as the Administrative
Agent hereunder.

      10.11 OTHER AGENTS. The Borrower and each Lender hereby acknowledges that
any Lender designated as an "Agent" on the signature pages hereof (other than
the Administrative Agent) shall not have any obligations, duties or liabilities
hereunder other than in its capacity as a Lender.


                                       45

<PAGE>   51

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

      11.1  SETOFF. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part thereof, shall then be due.

      11.2  RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
SECTION 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to their Loans. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.

                                  ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

      12.1  SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with SECTION 12.3. The parties to this Agreement acknowledge that clause (ii) of
this SECTION 12.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank; provided, however, that
no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of SECTION 12.3. The Administrative
Agent may treat the Person which made any Loan or which holds any Note as the
owner thereof for all purposes hereof unless and until such Person complies with
SECTION 12.3. Any assignee of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents. Any request, authority or consent of any Person, who at the time
of

                                       46

<PAGE>   52

making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan.

      12.2  PARTICIPATIONS. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any Loan
owing to such Lender, any Note held by such Lender, any Commitment of such
Lender or any other interest of such Lender under the Loan Documents. In the
event of any such sale by a Lender of participating interests to a Participant,
such Lender's obligations under the Loan Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, such Lender shall remain the owner of its Loans
and the holder of any Note issued to it in evidence thereof for all purposes
under the Loan Documents, all amounts payable by the Borrower under this
Agreement shall be determined as if such Lender had not sold such participating
interests, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan or Commitment in which such
Participant has an interest which would require consent of all of the Lenders
pursuant to the terms of SECTION 8.2 or of any other Loan Document. The Borrower
agrees that each Participant shall be deemed to have the right of setoff
provided in SECTION 11.1 in respect of its participating interest in amounts
owing under the Loan Documents to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under the Loan
Documents, provided that each Lender shall retain the right of setoff provided
in SECTION 11.1 with respect to the amount of participating interests sold to
each Participant. The Lenders agree to share with each Participant, and each
Participant, by exercising the right of setoff provided in SECTION 11.1, agrees
to share with each Lender, any amount received pursuant to the exercise of its
right of setoff, such amounts to be shared in accordance with SECTION 11.2 as if
each Participant were a Lender.

      12.3  ASSIGNMENTS. Any Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time assign to one or more banks
or other entities ("Purchasers") all or any part of its rights and obligations
under the Loan Documents. Such assignment shall be substantially in the form of
EXHIBIT C or in such other form as may be agreed to by the parties thereto. The
consent of the Borrower and the Administrative Agent shall be required prior to
an assignment becoming effective with respect to a Purchaser which is not a
Lender or an Affiliate thereof; provided, however, that if a Default has
occurred and is continuing, the consent of the Borrower shall not be required.
Such consent shall not be unreasonably withheld or delayed. Each such assignment
with respect to a Purchaser which is not a Lender or an Affiliate thereof shall
(unless each of the Borrower and the Administrative Agent otherwise consents) be
in an amount not less than the lesser of (i) $5,000,000 or (ii) the remaining
amount of the assigning Lender's Commitment (calculated as at the date of such


                                       47

<PAGE>   53


assignment) or outstanding Loans (if the applicable Commitment has been
terminated). Upon (i) delivery to the Administrative Agent of an assignment,
together with any consents required by this SECTION 12.3 and (ii) payment of a
$3,500 fee to the Administrative Agent (or a $1,000 fee to the Administrative
Agent with respect to a Purchaser which is a Lender or an Affiliate thereof or a
Related Fund thereof) for processing such assignment (unless such fee is waived
by the Administrative Agent), such assignment shall become effective on the
effective date specified in such assignment. On and after the effective date of
such assignment, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by or on behalf of the Lenders
and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by the Borrower, the Lenders or the Administrative
Agent shall be required to release the transferor Lender with respect to the
percentage of the Aggregate Commitment and Loans assigned to such Purchaser.
Upon the consummation of any assignment to a Purchaser pursuant to this SECTION
12.3, the transferor Lender, the Administrative Agent and the Borrower shall, if
the transferor Lender or the Purchaser desires that its Loans be evidenced by
Notes, make appropriate arrangements so that new Notes or, as appropriate,
replacement Notes are issued to such transferor Lender and new Notes or, as
appropriate, replacement Notes, are issued to such Purchaser, in each case in
principal amounts reflecting their respective Commitments, as adjusted pursuant
to such assignment.

      12.4  DISSEMINATION OF INFORMATION; TAX TREATMENT. The Borrower authorizes
each Lender to disclose to any Participant or Purchaser or any other Person
acquiring an interest in the Loan Documents by operation of law (each a
"Transferee") and any prospective Transferee any and all information in such
Lender's possession concerning the creditworthiness of the Borrower and its
Subsidiaries; provided that each Transferee and prospective Transferee agrees to
be bound by SECTION 9.11 of this Agreement. If any interest in any Loan Document
is transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of SECTION 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES

      Except as otherwise permitted by SECTION 2.14 with respect to borrowing
notices, all notices, requests and other communications to any party hereunder
shall be in writing (including electronic transmission, facsimile transmission
or similar writing) and shall be given to such party: (x) in the case of the
Borrower or the Administrative Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth below its signature hereto or (z) in the
case of any party, at such other address or facsimile number as such party may
hereafter specify for the purpose by notice to the Administrative Agent and the
Borrower in accordance with the provisions of this ARTICLE XIII. Each such
notice, request or other communication shall be effective (i) if given by
facsimile


                                       48
<PAGE>   54


transmission, when transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
(or, in the case of electronic transmission, received) at the address specified
in this Section; provided that notices to the Administrative Agent under ARTICLE
II shall not be effective until received. The Borrower, the Administrative Agent
and any Lender may each change the address for service of notice upon it by a
notice in writing to the other parties hereto.

                                  ARTICLE XIV

                                  COUNTERPARTS

      This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall be
effective when it has been executed by the Borrower, the Administrative Agent,
the Syndication Agent and the Lenders and each party has notified the
Administrative Agent by facsimile transmission or telephone that it has taken
such action.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

      15.1  CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

      15.2  CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT
SITTING IN THE STATE, COUNTY AND CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER
TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE


                                       49

<PAGE>   55


COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL
BE BROUGHT ONLY IN A COURT IN NEW YORK.

      15.3  WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.



                      [Signature Pages Immediately Follow]



                                       50

<PAGE>   56


      IN WITNESS WHEREOF, the Borrower, the Lenders, the Administrative Agent
and the Syndication Agent have executed this Agreement as of the date first
above written.

                                        HOUGHTON MIFFLIN COMPANY

                                        By:
                                            ------------------------------------

                                        Title:
                                               ---------------------------------
                                               222 Berkeley Street
                                               Boston, Massachusetts 02116
                                               Attention:  Bradley D. Lehan,
                                                           Treasurer
                                               Telephone:  (617) 351-5051
                                               FAX:        (617) 351-5104




                                      S-1


<PAGE>   57



                                    WACHOVIA BANK, N.A., individually
                                    and as Administrative Agent

                                    By:
                                       -----------------------------------------

                                    Title:
                                          --------------------------------------
                                           191 Peachtree Street NE
                                           Atlanta, Georgia  30303
                                           Attention: Sharon L. Prince
                                           Telephone:  (404) 332-6413
                                           FAX:        (404) 332-4058



                                      S-2

<PAGE>   58



                                 BANK ONE, N.A., individually and as
                                 Syndication Agent

                                 By:
                                    --------------------------------------------

                                 Title:
                                       -----------------------------------------
                                       153 W. 51st Street
                                       New York, New York 10019
                                       Attention: Mahua G. Thakurta
                                       Telephone:  (212) 373-1574
                                       FAX:        (212) 373-1180
                                       Main Office:
                                           1 Bank One Plaza
                                           Chicago, Illinois 60670
                                           Attention: Nanette Wilson
                                           Telephone: (312) 732-1221



                                      S-3


<PAGE>   59



                                  FLEET NATIONAL BANK, individually
                                  and as Documentation Agent

                                  By:
                                      ------------------------------------------

                                  Title:
                                        ----------------------------------------
                                         Mailstop: MA DE 10009D
                                         100 Federal Street
                                         Boston, Massachusetts 02110
                                         Attention: Sue Anderson
                                         Telephone:   (617) 434-8281
                                         FAX:         (617) 434-8426



                                      S-4


<PAGE>   60



                                THE CHASE MANHATTAN BANK,
                                individually and as Co-Agent

                                By:
                                   ---------------------------------------------

                                Title:
                                      ------------------------------------------
                                      270 Park Avenue, 36th Floor
                                      New York, New York 10017
                                      Attention: Tracy Ewing
                                      Telephone:  (212) 270-8916
                                      FAX:        (212) 270-4584



                                      S-5


<PAGE>   61



                                SUN TRUST BANK, individually and as
                                Co-Agent

                                By:
                                   ---------------------------------------------

                                Title:
                                     -------------------------------------------
                                      711 Fifth Avenue, 16th Floor
                                      New York, New York 10022
                                      Attention:  Maria A. Mamilovich, Director
                                      Telephone:  (212) 583-2602
                                      FAX:        (212) 371-9386



                                      S-6


<PAGE>   62



                                    THE BANK OF NEW YORK

                                    By:
                                       -----------------------------------------

                                    Title:
                                          --------------------------------------
                                          One Wall Street - 16th Floor
                                          New York, NY  10286
                                          Attention:  Steven Correll
                                          Telephone:  (212) 635-8696
                                          FAX         (212) 635-8593




                                      S-7


<PAGE>   63



                                   CITIZENS BANK OF MASSACHUSETTS,
                                   A MASSACHUSETTS BANK

                                   By:
                                      ------------------------------------------

                                   Title:
                                         ---------------------------------------
                                         Exchange Place, 53 State Street
                                         8th Floor
                                         Boston, MA  02109
                                         Attention:  Mark Young
                                         Telephone:  (617) 994-9045
                                         FAX         (617) 227-2035




                                      S-8

<PAGE>   64



                              CREDIT SUISSE FIRST BOSTON

                              By:
                                  ----------------------------------------------

                              Title:
                                    --------------------------------------------


                              By:
                                  ----------------------------------------------

                              Title:
                                    --------------------------------------------
                                     5 World Trade Center
                                     New York, New York 10048
                                     Attention: Nilsa Ware
                                     Telephone:  (212) 322-5094
                                     FAX:        (212) 355-0593



                                      S-9


<PAGE>   65



                                THE INDUSTRIAL BANK OF JAPAN,
                                LIMITED - NEW YORK BRANCH

                                By:
                                   ---------------------------------------------

                                Title:
                                      ------------------------------------------
                                       1251 Avenue of the Americas
                                       New York, New York 10020-1104
                                       Attention: Mary-Ellen Macciola
                                       Telephone:  (212) 282-3515
                                       FAX:        (212) 282-4486




                                      S-10


<PAGE>   66



                                   NATIONAL CITY BANK

                                   By:
                                      ------------------------------------------

                                   Title:
                                         ---------------------------------------
                                          1 South Broad Street
                                          Philadelphia, Pennsylvania  19106
                                          Attention:  Tara Handforth/
                                                      Melissa Landay
                                          Telephone:  (267) 256-4044
                                          FAX:        (267) 256-4001




                                      S-11


<PAGE>   67



                                     THE NORTHERN TRUST COMPANY

                                     By:
                                        ----------------------------------------

                                     Title:
                                           -------------------------------------
                                            50 South LaSalle Street, 11th Floor
                                            Chicago, Illinois 60675
                                            Attention: Linda Honda
                                            Telephone:       (312) 444-3532
                                            FAX:             (312) 630-1566



                                      S-12

<PAGE>   68



                                PRICING SCHEDULE
<TABLE>
<CAPTION>
================================================================================
                     LEVEL I    LEVEL II     LEVEL III   LEVEL IV    LEVEL V
                     STATUS      STATUS       STATUS      STATUS     STATUS
--------------------------------------------------------------------------------
<S>                  <C>         <C>          <C>         <C>        <C>
Applicable Margin    0.400%      0.500%       0.725%      0.900%     1.075%
--------------------------------------------------------------------------------
Facility Fee Rate    0.100%      0.125%       0.150%      0.225%     0.300%
--------------------------------------------------------------------------------
Utilization Fee      0.125%      0.125%       0.250%      0.250%     0.250%
================================================================================
</TABLE>

      For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:

      "LEVEL I STATUS" exists with respect to the Borrower, at any date if, on
such date, the Borrower's S&P Rating is A- or better and the Borrower's Moody's
Rating is A3 or better.

      "LEVEL II STATUS" exists with respect to the Borrower at any date if, on
such date, (a) the Borrower has not qualified for Level I Status and (b) the
Borrower's S&P Rating is BBB+ or better and the Borrower's Moody's Rating is
Baa1 or better.

      "LEVEL III STATUS" exists with respect to the Borrower at any date if, on
such date, (a) the Borrower has not qualified for Level I Status or Level II
Status and (b) the Borrower's S&P Rating is BBB or better and the Borrower's
Moody's Rating is Baa2 or better.

      "LEVEL IV STATUS" exists with respect to the Borrower at any date if, on
such date, (a) the Borrower has not qualified for Level I Status, Level II
Status or Level III Status and (b) the Borrower's S&P Rating is BBB- or better
and the Borrower's Moody's Rating is Baa3 or better.

      "LEVEL V STATUS" exists with respect to the Borrower at any date if, on
such date, the Borrower has not qualified for Level 1 Status, Level II Status,
Level III Status or Level IV Status.

      "MOODY'S RATING" means, at any time, the rating issued by Moody's and then
in effect with respect to the Borrower's senior unsecured long-term debt
securities without third-party credit enhancement.

      "S&P RATING" means, at any time, the rating issued by S&P and then in
effect with respect to the Borrower's senior unsecured long-term debt securities
without third-party credit enhancement.

      "STATUS" means either Level I Status, Level II Status, Level III Status,
Level IV Status or Level V Status.

      The Applicable Margin, the Applicable Facility Fee Rate and the Applicable
Utilization Fee with respect to the Borrower shall be determined in accordance
with the foregoing table based on the Borrower's Status as determined from its
then-current Moody's and S&P Ratings.


<PAGE>   69


Any change in the Moody's Rating or S&P Rating shall be deemed for purposes of
this Schedule to become effective on the date of public announcement thereof and
shall remain in effect until the date of public announcement that such rating
shall no longer be in effect. If at any time the Borrower has no Moody's Rating
or S&P Rating, Level V Status shall exist. If, during any period that both
Moody's and S&P have publicly announced a Rating, and such Moody's Rating and
S&P Rating fall within different levels of Status (i) in the case of a
differential of one level of Status, the Status resulting in the lower pricing
for the Borrower shall apply and (ii) in the case of a differential of two or
more levels of Status, the level of Status immediately following the level of
Status that would have resulted in the lower pricing shall apply.


<PAGE>   70



                                   SCHEDULE I
                                   COMMITMENTS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
                 LENDER                                  COMMITMENT
-----------------------------------------------------------------------------
<S>                                                     <C>
Wachovia Bank, N.A.                                      30,000,000
-----------------------------------------------------------------------------
Bank One, NA                                             30,000,000
-----------------------------------------------------------------------------
Fleet National Bank                                      30,000,000
-----------------------------------------------------------------------------
The Chase Manhattan Bank                                 22,500,000
-----------------------------------------------------------------------------
SunTrust Bank                                            22,500,000
-----------------------------------------------------------------------------
The Bank of New York                                     15,000,000
-----------------------------------------------------------------------------
Citizens Bank                                            10,000,000
-----------------------------------------------------------------------------
Credit Suisse First Boston                               10,000,000
-----------------------------------------------------------------------------
The Industrial Bank of Japan, Limited                    10,000,000
-----------------------------------------------------------------------------
National City Bank                                       10,000,000
-----------------------------------------------------------------------------
The Northern Trust Company                               10,000,000
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
AGGREGATE COMMITMENT                                    $200,000,000
--------------------                                    ============
-----------------------------------------------------------------------------
</TABLE>


<PAGE>   71




                                  SCHEDULE 5.8
                              MATERIAL SUBSIDIARIES


1.       McDougal Littell, Inc., wholly-owned by the Borrower

2.       The Riverside Publishing Company, wholly-owned by the Borrower

3.       Great Source Education Group, Inc., wholly-owned by the Borrower

4.       Sunburst Technology Corporation, wholly-owned by the Borrower

5.       HMI Holdings, Inc., wholly-owned by the Borrower




<PAGE>   72
                                  SCHEDULE 5.14
                                      LIENS

1.    Houghton Mifflin Company

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------

             SECURED PARTY                                          NATURE OF LIEN
-------------------------------------------------------------------------------------------------
<S>                                         <C>
Pullman Bank & Trust Company                Equipment lease notice filings recorded with the
                                            Secretary of State of CA, GA, MA, NJ, TX and the
                                            City Clerk of Boston, MA
-------------------------------------------------------------------------------------------------
Fleet Bank, N.A.                            Equipment lease notice filings recorded with the
                                            Secretary of State of MA
-------------------------------------------------------------------------------------------------
AT&T Credit Corporation                     Equipment lease notice filings recorded with the
                                            Secretary of State of MA and the City Clerk of
                                            Boston, MA
-------------------------------------------------------------------------------------------------
Imaging Financial Services, Inc.            Equipment lease notice filings recorded with the
                                            Secretary of State of MA
-------------------------------------------------------------------------------------------------
National City Bank of Kentucky              Equipment lease notice filings recorded with the
                                            Secretary of State of MA and the City Clerk of
                                            Boston, MA
-------------------------------------------------------------------------------------------------
Sun Microsystems Finance                    Equipment lease notice filings recorded with the
                                            Secretary of State of MA and the City Clerk  of
                                            Boston, MA
-------------------------------------------------------------------------------------------------
Trimarc Financial, Inc.                     Equipment lease notice filings recorded with the
                                            Secretary of State of CA, GA, MA, TX and the City
                                            Clerk of Boston, MA
-------------------------------------------------------------------------------------------------
National City Leasing Corporation           Equipment lease notice filings recorded with the
                                            Secretary of State of CO, MA, NJ and the City Clerk
                                            of Boston, MA
-------------------------------------------------------------------------------------------------
Beacon Press                                Equipment lease notice filings recorded with the
                                            Secretary of State of IN
-------------------------------------------------------------------------------------------------
Copelco Capital Inc.                        Equipment lease notice filings recorded with the
                                            Secretary of State of TX
-------------------------------------------------------------------------------------------------
O/E Systems, Inc.                           Equipment lease notice filings recorded with the
                                            City Clerk of Boston, MA
-------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   73

2.    The Riverside Publishing Company

--------------------------------------------------------------------------------
   Secured Party                          Nature of Lien
   -------------                          --------------
--------------------------------------------------------------------------------
Heritage Bank                 Equipment lease notice filings recorded with the
                              Secretary of State of IL
--------------------------------------------------------------------------------

3.    McDougal Littell, Inc.

--------------------------------------------------------------------------------
    Secured Party                              Nature of Lien
    -------------                              --------------
--------------------------------------------------------------------------------
Dept. of Treasury - Internal     Notice of Federal Tax Lien recorded with the
Revenue Service                  Secretary of State of IL on 7/1/91 for $2453.11

--------------------------------------------------------------------------------
Fleet Bank, N.A.                 Equipment lease notice filings recorded with
                                 the Secretary of State of IL
--------------------------------------------------------------------------------

4.    Great Source Education Group, Inc. - None

5.    Sunburst Technology Corporation - None

6.    HMI Holdings, Inc. - None



                                       2