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

                                                                  Execution Copy



                                  $200,000,000

                                     364-DAY
                                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>                                                                 <C>
ARTICLE I  DEFINITIONS.........................................................1
   1.1   Defined Terms.........................................................1
   1.2   Accounting Terms and Determinations..................................13

ARTICLE II  THE CREDITS.......................................................13
   2.1   Commitment...........................................................13
   2.2   Required Payments; Termination.......................................13
   2.3   Ratable Loans........................................................14
   2.4   Types of Advances....................................................14
   2.5   Fees; Reductions in Aggregate Commitment.............................14
   2.6   Minimum Amount of Each Advance.......................................14
   2.7   Optional Principal Payments..........................................15
   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....................................................17
   2.13  Noteless Agreement; Evidence of Indebtedness.........................17
   2.14  Telephonic Notices...................................................18
   2.15  Interest Payment Dates; Interest and Fee Basis.......................18
   2.16  Notification of Advances, Interest Rates, Prepayments
         and Commitment Reductions............................................19
   2.17  Lending Installations................................................19
   2.18  Non-Receipt of Funds by the Administrative Agent.....................19
   2.19  Extension of Facility Termination Date...............................19

ARTICLE III  YIELD PROTECTION; TAXES..........................................21
   3.1   Yield Protection.....................................................21
   3.2   Changes in Capital Adequacy Regulations..............................21
   3.3   Availability of Types of Advances....................................22
   3.4   Funding Indemnification..............................................22
   3.5   Taxes................................................................22
   3.6   Lender Statements; Survival of Indemnity.............................24

ARTICLE IV  CONDITIONS PRECEDENT..............................................25
   4.1   Closing Date.........................................................25
   4.2   Each Advance.........................................................26

ARTICLE V  REPRESENTATIONS AND WARRANTIES.....................................26
   5.1   Existence and Standing...............................................26
   5.2   Authorization and Validity...........................................27
</TABLE>

                                        i
<PAGE>   3

<TABLE>
<S>      <C>                                                                  <C>
   5.3   No Conflict; Government Consent......................................27
   5.4   Financial Statements.................................................27
   5.5   Material Adverse Change..............................................27
   5.6   Taxes................................................................27
   5.7   Litigation and Contingent Obligations................................28
   5.8   Subsidiaries.........................................................28
   5.9   ERISA................................................................28
   5.10  Accuracy of Information..............................................28
   5.11  Regulation U.........................................................29
   5.12  Material Agreements..................................................29
   5.13  Compliance With Laws.................................................29
   5.14  Ownership of Properties..............................................29
   5.15  Plan Assets; Prohibited Transactions.................................29
   5.16  Environmental Matters................................................29
   5.17  Investment Company Act...............................................30
   5.18  Public Utility Holding Company Act...................................30
   5.19  Insurance............................................................30
   5.20  Solvency.............................................................30

ARTICLE VI  COVENANTS.........................................................31
   6.1   Financial Reporting..................................................31
   6.2   Use of Proceeds......................................................32
   6.3   Notice of Default....................................................32
   6.4   Conduct of Business..................................................32
   6.5   Taxes................................................................33
   6.6   Insurance............................................................33
   6.7   Compliance with Laws.................................................33
   6.8   Maintenance of Properties............................................33
   6.9   Inspection...........................................................33
   6.10  Dividends............................................................33
   6.11  Consolidation, Merger and Sales......................................34
   6.12  Liens................................................................34
   6.13  Affiliates...........................................................35
   6.14  Contingent Obligations...............................................35
   6.15  Sale of Accounts.....................................................36
   6.16  Financial Contracts..................................................36
   6.17  Financial Covenants..................................................36
         6.17.1  Coverage Ratio...............................................36
         6.17.2  Leverage Ratio...............................................36
   6.18  Subsidiary Guarantors................................................37
   6.19  ERISA Compliance.....................................................37
   6.20  Permitted Investments and Acquisitions...............................37
   6.21  Subsidiary Indebtedness..............................................38
</TABLE>

                                       ii

<PAGE>   4
<TABLE>
<S>        <C>                                                              <C>

ARTICLE VII  DEFAULTS.........................................................38

ARTICLE VIII  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES..................40
   8.1   Acceleration.........................................................40
   8.2   Amendments...........................................................40
   8.3   Preservation of Rights...............................................41

ARTICLE IX  GENERAL PROVISIONS................................................41
   9.1   Survival of Representations..........................................41
   9.2   Governmental Regulation..............................................41
   9.3   Headings.............................................................41
   9.4   Entire Agreement.....................................................41
   9.5   Several Obligations; Benefits of this Agreement......................42
   9.6   Expenses; Indemnification............................................42
   9.7   Numbers of Documents.................................................43
   9.8   [Reserved.]..........................................................43
   9.9   Severability of Provisions...........................................43
   9.10  Nonliability of Lenders..............................................43
   9.11  Confidentiality......................................................43
   9.12  Nonreliance..........................................................43
   9.13  Disclosure...........................................................44

ARTICLE X  THE ADMINISTRATIVE AGENT...........................................44
   10.1  Appointment; Powers and Immunities...................................44
   10.2  Reliance by Administrative Agent.....................................44
   10.3  Defaults.............................................................45
   10.4  Rights of Administrative Agent and its Affiliates as a Lender........45
   10.5  Indemnification......................................................45
   10.6  Consequential Damages................................................46
   10.7  Registered Holder of Loan Treated as Owner...........................46
   10.8  Nonreliance on Administrative Agent and Other Lenders................46
   10.9  Failure to Act.......................................................47
   10.10 Successor Administrative Agent.......................................47
   10.11 Other Agents.........................................................47

ARTICLE XI  SETOFF; RATABLE PAYMENTS..........................................47
   11.1  Setoff...............................................................47
   11.2  Ratable Payments.....................................................48

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS................48
   12.1  Successors and Assigns...............................................48
   12.2  Participations.......................................................48
   12.3  Assignments..........................................................49
   12.4  Dissemination of Information; Tax Treatment..........................50
</TABLE>
                                       iii


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<TABLE>
<S>        <C>                                                              <C>
ARTICLE XIII  NOTICES.........................................................50

ARTICLE XIV  COUNTERPARTS.....................................................51

ARTICLE XV  CHOICE OF LAW; CONSENT TO JURISDICTION;
         WAIVER OF JURY TRIAL.................................................51
   15.1  CHOICE OF LAW........................................................51
   15.2  CONSENT TO JURISDICTION..............................................51
   15.3  WAIVER OF JURY TRIAL.................................................51

</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


                            364-DAY CREDIT AGREEMENT

     This 364-Day 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 364-Day 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.

     "Extension Period" is defined in SECTION 2.19(i).

     "Extension Request" is defined in SECTION 2.19(i).

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

     "Facility Termination Date" means December 17, 2001, or any later date as
may be specified as the Facility Termination Date in accordance with SECTION
2.19 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

                                       6

<PAGE>   12


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.

     "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

                                       7

<PAGE>   13


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.

     "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.

     "Long-Term Credit Agreement" means the Five-Year 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.

     "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

                                       8

<PAGE>   14


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.

     "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.

                                       9

<PAGE>   15


     "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.

     "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

                                       10

<PAGE>   16


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.

     "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.

     "Replacement Lenders" is defined in SECTION 2.19(ii).

     "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.

     "Response Date" is defined in SECTION 2.19(i).

     "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.

                                       11
<PAGE>   17

     "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.

     "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.

     "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.

                                       12

<PAGE>   18


     "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 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.

                                       13

<PAGE>   19


     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 (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 Long-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 Long-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

                                       14

<PAGE>   20


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.

     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

                                       15

<PAGE>   21


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

     (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

                                       16

<PAGE>   22


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 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

                                       17

<PAGE>   23


            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 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.

                                       18

<PAGE>   24


     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 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.

     2.19  EXTENSION OF FACILITY TERMINATION DATE

     (i)   The Borrower may request an extension of the Facility Termination
           Date by submitting a request for an extension to the Administrative
           Agent (an "Extension Request") no more than 60 days prior to the
           Facility Termination Date. The Extension Request must specify the
           new Facility Termination Date requested by the Borrower and the
           date (which must be at least 30 days after the Extension Request
           is delivered to the Administrative Agent) as of which the Lenders
           must respond to the Extension Request (the "Response Date"). The
           new Facility Termination Date shall be no more than 364 days (the
           "Extension Period") after

                                       19

<PAGE>   25


           the Facility Termination Date in effect at the time the Extension
           Request is received, including the Facility Termination Date as
           one of the days in the calculation of the days elapsed. Promptly
           upon receipt of an Extension Request, the Administrative Agent
           shall notify each Lender of the contents thereof and shall
           request each Lender to approve the Extension Request. Each Lender
           approving the Extension Request shall deliver its written consent
           no later than the Response Date, and the failure of a Lender to
           deliver its written consent to an Extension Request on or before
           the Response Date shall be deemed a rejection of the requested
           extension by such Lender. If the consent of the Required Lenders
           is received by the Administrative Agent, the Facility Termination
           Date specified in the Extension Request shall become effective on
           the existing Facility Termination Date as to such consenting
           Lenders only (and not as to any Lender which has not consented to
           such extension) and the Administrative Agent shall promptly
           notify the Borrower and each Lender of the new Facility
           Termination Date. Notwithstanding anything contained in this
           Agreement to the contrary, (a) subject to the provisions of
           SECTION 2.19(ii), all Obligations owing to the non-extending
           Lenders shall be due and payable on the Facility Termination Date
           without giving effect to any requested extension and (b) the
           Aggregate Commitment as of the commencement of the Extension
           Period shall be reduced to an amount equal to the sum of the
           Commitments of the Lenders ultimately granting the Extension
           Request.

     (ii)  A nonconsenting Lender shall be obligated, at the request of the
           Borrower, and subject to the nonconsenting Lender receiving
           payment in full of (a) the principal amount of all Advances owing
           to such nonconsenting Lender, and (b) all accrued interest and
           fees owing to such nonconsenting Lender and all other amounts
           owing to such nonconsenting Lender hereunder, to assign without
           representation, warranty (other than good title to its Advances)
           or expense to such nonconsenting Lender, at any time prior to the
           Facility Termination Date applicable to such nonconsenting
           Lender, all of its rights (other than rights that would survive
           the termination of this Agreement pursuant to SECTION 9.6) and
           obligations hereunder to one or more banks or other entities (the
           "Replacement Lenders") nominated by the Borrower and willing to
           take the place of such nonconsenting Lender; provided, that each
           such Replacement Lender satisfies all the requirements of this
           Agreement and the Administrative Agent shall have consented to
           such assignment, which consent shall not be unreasonably
           withheld. Each such Replacement Lender shall be deemed to be a
           consenting Lender hereunder in replacement of the nonconsenting
           Lender.

                                       20

<PAGE>   26


                                  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 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

                                       21

<PAGE>   27


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.

     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

                                       22

<PAGE>   28


           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 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

                                       23

<PAGE>   29


           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.

     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.

                                       24

<PAGE>   30


                                   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 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.

                                       25

<PAGE>   31


     (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.

     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.

                                       26

<PAGE>   32


     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 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

                                       27

<PAGE>   33


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.

     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.

                                       28

<PAGE>   34


     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
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

                                       29

<PAGE>   35


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 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

                                       30

<PAGE>   36


          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.

     (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.

                                       31

<PAGE>   37


     (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.

     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

                                       32

<PAGE>   38


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 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 such redemption, repurchase or acquisition.

                                       33

<PAGE>   39


     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.

     (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.

                                       34

<PAGE>   40


     (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
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.

                                       35

<PAGE>   41


     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
                  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

                                       36

<PAGE>   42


                  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.

     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

                                       37

<PAGE>   43


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.

     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

                                       38

<PAGE>   44


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 (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

                                       39

<PAGE>   45


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:

     (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 (other than pursuant to
           SECTION 2.19), 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.

                                       40


<PAGE>   46


     (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.

     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.

                                       41


<PAGE>   47


     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 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.

                                       42


<PAGE>   48


     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 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.

                                       43


<PAGE>   49


     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 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,

                                       44


<PAGE>   50


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 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

                                       45


<PAGE>   51


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 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

                                       46


<PAGE>   52


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.

                                   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.

                                       47


<PAGE>   53


     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 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

                                       48
<PAGE>   54


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
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

                                       49

<PAGE>   55


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 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.



                                       50

<PAGE>   56


                                  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 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



                                       51

<PAGE>   57


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]



                                       52



<PAGE>   58

     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>   59




                                  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>   60



                                  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>   61



                                  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>   62



                                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>   63



                               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>   64



                                THE BANK OF NEW YORK

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

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




                                      S-7



<PAGE>   65



                               CITIZENS BANK OF MASSACHUSETTS,
                               A MASSACHUSETTS BANK

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

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





                                      S-8


<PAGE>   66



                               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>   67



                                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>   68



                                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>   69



                                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>   70



                                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           0.420%         0.525%          0.750%          0.950%         1.125%
-----------------------------------------------------------------------------------------------------
Facility Fee Rate           0.080%         0.100%          0.125%          0.175%         0.250%
-----------------------------------------------------------------------------------------------------
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


<PAGE>   71


based on the Borrower's Status as determined from its then-current Moody's and
S&P Ratings. 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>   72



                                   SCHEDULE I

                                   COMMITMENTS
                                   -----------

--------------------------------------------------------------------------------
         LENDER                                     COMMITMENT
--------------------------------------------------------------------------------
  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
                                                  ============
--------------------------------------------------------------------------------



<PAGE>   73





                                  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>   74

                                  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>   75


2.  The Riverside Publishing Company

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
          SECURED PARTY                                  NATURE OF LIEN
-------------------------------------------------------------------------------------------
<S>                                   <C>
Heritage Bank                         Equipment lease notice filings recorded with the
                                      Secretary of State of IL
-------------------------------------------------------------------------------------------
</TABLE>

3.       McDougal Littell, Inc.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
          SECURED PARTY                                               NATURE OF LIEN
---------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Dept. of Treasury - Internal Revenue Service            Notice of Federal Tax Lien recorded with the
                                                        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
---------------------------------------------------------------------------------------------------------
</TABLE>

4.  Great Source Education Group, Inc. - None


5.  Sunburst Technology Corporation - None


6.  HMI Holdings, Inc. - None






                                       2