<PAGE>   1
                                                                            

*         PORTIONS OMITTED PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE
          ACT OF 1934, AS AMENDED, AND FILED SEPARATELY WITH THE COMMISSION IN
          A REQUEST FOR CONFIDENTIAL TREATMENT. SEE PAGES 44-49.


                                 EXHIBIT 10.26

                 CREDIT AGREEMENT, dated as of January 19, 1996, among NATIONAL
EDUCATION CORPORATION, a Delaware corporation (the "Borrower"), the several
banks and other financial institutions from time to time parties to this
Agreement (the "Lenders") and the Agent, as agent for the Lenders hereunder.

          The parties hereto hereby agree as follows:


                            SECTION 1.  DEFINITIONS

                 1.1  Defined Terms.  As used in this Agreement, the following
terms shall have the following meanings:

                 "Affiliate":  as to any Person, any other Person (other than a
          Subsidiary) which, directly or indirectly, is in control of, is
          controlled by, or is under common control with, such Person.  For
          purposes of this definition, "control" of a Person means the power,
          directly or indirectly, either to (a) vote 10% or more of the
          securities having ordinary voting power for the election of directors
          of such Person or (b) direct or cause the direction of the management
          and policies of such Person, whether by contract or otherwise.

                 "Agent":  BZW Division of Barclays Bank PLC, together with its
          affiliates, as the arranger of the Commitments and as the agent for
          the Lenders under this Agreement and the other Loan Documents.

                 "Aggregate Outstanding Extensions of Credit":  at any time of
          determination thereof, the sum of (a) the unpaid principal amount of
          Loans at such time, (b) the aggregate amount available to be drawn
          under all Letters of Credit outstanding at such time and (c) the
          aggregate unreimbursed amount at such time of all drawings under
          Letters of Credit.

                 "Agreement":  this Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

                 "Applicable Margin":  for each Type of Loan, the rate per
annum set forth under the relevant column heading below:

<TABLE>
<CAPTION>
                      Base Rate               Eurodollar
                      Loans                   Loans     
                      ---------               ----------
                      <S>                     <C>
                      1.75%                   3.0%;
</TABLE>
<PAGE>   2
                                                                            2

          provided, that commencing with the fiscal quarter ending June 30,
          1996, the Applicable Margin shall be adjusted from time to time as
          described below to the rate per annum set forth under the relevant
          column heading below opposite the then applicable Coverage Ratio:

<TABLE>
<CAPTION>
                                                   Base Rate                      Eurodollar
                 Coverage Ratio                      Loans                          Loans   
                 --------------                    ---------                      ----------
                 <S>                                  <C>                            <C>
                 Greater than or
                 equal to 7.0:1.0                     .75%                           2.0%

                 Greater than or equal                1.0%                           2.25%
                 to 6.0:1.0 but less
                 than 7.0:1.0

                 Greater than or equal                1.25%                          2.50%
                 to 5.0:1.0 but less
                 than 6.0:1.0

                 Greater than or equal                1.50%                          2.75%
                 to 4.0 to 1.0 but
                 less than 5.0 to 1.0

                 Less than 4.0 to 1.0                 1.75%                          3.0%
</TABLE>


                 Any change in the Applicable Margin required hereunder shall
be deemed to occur on the earlier of (x) the later of (1) the date the Borrower
delivers to the Lenders its preliminary financial statements for the fiscal
quarter then most recently ended and (2) the date which is ten days after the
end of such fiscal quarter and (y) the date of delivery by the Borrower of the
financial statements for such quarter required pursuant to subsection 7.1(a) or
(b), provided, however, that if the Applicable Margin shall have been adjusted
based on the preliminary financial statements, and the financial statements for
such fiscal quarter delivered pursuant to subsection 7.1(a) or (b) show:

                  (A) a Coverage Ratio corresponding to an Applicable Margin
                 higher than the Applicable Margin as so adjusted, the
                 Applicable Margin shall be retroactively readjusted to the
                 date of delivery of such preliminary financial statements for
                 such fiscal quarter, and the Borrower shall pay the increased
                 interest resulting from such readjustment, with interest on
                 such increment at the Federal Funds Effective 
                 
<PAGE>   3
                                                                            3

                 Rate, plus a charge (payable on the date of such readjustment) 
                 of $150 for effecting such adjustment, or

                 (B) a Coverage Ratio corresponding to an Applicable Margin
                 lower than the Applicable Margin as so adjusted, the
                 Applicable Margin shall, on the date of delivery of such
                 financial statements, be adjusted prospectively to such lower
                 Applicable Margin.


                 "Assignee":  as defined in subsection 11.6(c).

                 "Assignment of Life Insurance":  the Assignment of Life
         Insurance to be executed and delivered by the Borrower, substantially
         in the form of Exhibit B, as the same may be amended, supplemented or
         otherwise modified from time to time.

                 "Available Commitment":  as to any Lender at any time, an
         amount equal to the excess, if any, of (a) the amount of such Lender's
         Commitment over (b) such Lender's Aggregate Outstanding Extensions of
         Credit.

                 "Barclays":  BZW Division of Barclays Bank PLC.

                 "Base Rate":  for any day, the higher of (i) the rate of
         interest publicly announced by Barclays in New York, New York from
         time to time as its prime rate (the prime rate not being intended to
         be the lowest rate of interest charged by Barclays in connection with
         extensions of credit to debtors) and (ii) 1/2 of 1% above the Federal
         Funds Rate for such day.

                 "Base Rate Loans":  Loans the rate of interest applicable to 
         which is based upon the Base Rate.

                 "Borrowing Date":  any Business Day specified in a notice
         pursuant to subsection 2.2 as a date on which the Borrower requests
         the Lenders to make Loans hereunder.

                 "Business":  as defined in subsection 5.17(b).

                 "Business Day":  a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City are authorized or
         required by law to close.

                 "Capital Stock":  any and all shares, interests,
         participations or other equivalents (however designated) of capital
         stock of a corporation, any and all equivalent ownership interests in
         a Person (other than a corporation) and any and all warrants or
         options to purchase any of the foregoing.
<PAGE>   4
                                                                            4

                 "Cash Equivalents":  (a) securities with maturities of one
         year or less from the date of acquisition issued or fully guaranteed
         or insured by the United States Government or any agency thereof, (b)
         certificates of deposit and eurodollar time deposits with maturities
         of one year or less from the date of acquisition and overnight bank
         deposits of any Lender or of any commercial bank having capital and
         surplus in excess of $500,000,000, (c) repurchase obligations of any
         Lender or of any commercial bank satisfying the requirements of clause
         (b) of this definition, having a term of not more than 30 days with
         respect to securities issued or fully guaranteed or insured by the
         United States Government, (d) commercial paper of a domestic issuer
         rated at least A-2 by Standard and Poor's Ratings Group ("S&P") or P-2
         by Moody's Investors Service, Inc. ("Moody's"), (e) securities with
         maturities of one year or less from the date of acquisition issued or
         fully guaranteed by any state, commonwealth or territory of the United
         States, by any political subdivision or taxing authority of any such
         state, commonwealth or territory or by any foreign government, the
         securities of which state, commonwealth, territory, political
         subdivision, taxing authority or foreign government (as the case may
         be) are rated at least A by S&P or A by Moody's, (f) securities with
         maturities of one year or less from the date of acquisition backed by
         standby letters of credit issued by any Lender or any commercial bank
         satisfying the requirements of clause (b) of this definition or (g)
         shares of money market mutual or similar funds which invest
         exclusively in assets satisfying the requirements of clauses (a)
         through (f) of this definition.

                 "Closing Date":  the date on which the conditions precedent
         set forth in subsection 6.1 shall be satisfied.

                 "Code":  the Internal Revenue Code of 1986, as amended from
         time to time.

                 "Collateral":  all assets of the Loan Parties, now owned or
         hereinafter acquired, upon which a Lien is purported to be created by
         any Security Document.

                 "Collateral Agent": BZW Division of Barclays Bank PLC acting
         in the capacity of the Collateral Agent on behalf of the Lenders and
         SV pursuant to the Intercreditor Agreements and shall include any
         successor Collateral Agent appointed pursuant to this Agreement and
         the Intercreditor Agreement.

                 "Commercial L/C's":  a commercial documentary Letter of Credit
         under which the Issuing Bank agrees to make payments in Dollars for
         the account of the Borrower, in respect of obligations of the Borrower
         in connection with the purchase of goods in the ordinary course of
         business.
<PAGE>   5
                                                                            5

                 "Commitment":  as to any Lender, the obligation of such Lender
         to make Extensions of Credit to the Borrower hereunder in an aggregate
         outstanding principal amount and/or face amount at any one time
         outstanding not to exceed the amount set forth opposite such Lender's
         name on Schedule I, as such amount may be reduced from time to time in
         accordance with the provisions of this Agreement.  Commitment.

                 "Commitment Percentage":  as to any Lender at any time, the
         percentage which such Lender's Commitment then constitutes of the
         aggregate Commitments (or, at any time after the Commitments shall
         have expired or terminated, the percentage which the aggregate
         outstanding amount of such Lender's Extensions of Credit constitutes
         of the aggregate outstanding amount of all Extensions of Credit).

                 "Commitment Period":  the period from and including the
         Closing Date to but not including the Termination Date or such earlier
         date on which the Commitments shall terminate as provided herein.

                 "Commonly Controlled Entity":  an entity, whether or not
         incorporated, which is under common control with the Borrower within
         the meaning of Section 4001 of ERISA or is part of a group which
         includes the Borrower and which is treated as a single employer under
         Section 414 of the Code.

                 "Consolidated Current Assets":  at a particular date, all
         amounts which would, in conformity with GAAP, be included under
         current assets on a consolidated balance sheet of the Borrower and its
         Subsidiaries as at such date.

                 "Consolidated Current Liabilities":  at a particular date, all
         amounts which would, in conformity with GAAP, be included under
         current liabilities on a consolidated balance sheet of the Borrower
         and its Subsidiaries as at such date.

                 "Consolidated EBITDA":  for any period, Consolidated Net
         Income of the Borrower and its Subsidiaries for such period plus,
         without duplication and to the extent reflected as a charge in the
         statement of such Consolidated Net Income, the sum of (a) income tax
         expense, (b) Consolidated Interest Expense, (c) depreciation and
         amortization expense, (d) any extraordinary, unusual or non-recurring
         losses (including, whether or not otherwise includable as a separate
         item in the statement of such Consolidated Net Income, losses on the
         sales of assets outside of the ordinary course of business) and (e)
         other non-cash charges to Consolidated Net Income, minus, without
         duplication and to the extent reflected as income in the statement of
         such Consolidated Net Income, any extraordinary, unusual or
         non-recurring gains (including, whether or not otherwise includable as
         a separate item in the statement of such Consolidated Net Income,
         gains on the sales of assets outside of the ordinary course of
         business).
<PAGE>   6
                                                                            6

                 "Consolidated Interest Expense":  for any period, interest
         expense of the Borrower and its Subsidiaries for such period,
         determined on a consolidated basis in accordance with GAAP.

                 "Consolidated Lease Expense": for any period, the aggregate
         amount of fixed and contingent rentals payable by the Borrower and its
         Subsidiaries for such period with respect to leases of real and
         personal property, determined in accordance with GAAP on a
         consolidated basis.

                 "Consolidated Net Income":  for any period, net after-tax
         income of the Borrower and its Subsidiaries for such period determined
         in accordance with GAAP on a consolidated basis.

                 "Consolidated Net Worth":  at a particular date, all amounts
         which would be included under shareholders' equity on a consolidated
         balance sheet of the Borrower and its Subsidiaries determined on a
         consolidated basis in accordance with GAAP as at such date.

                 "Consolidated Total Indebtedness":  at a particular date, all
         Indebtedness of the Borrower and its Subsidiaries as at such date on a
         consolidated basis.

                 "Contractual Obligation":  as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or
         any of its property is bound.

                 "Coverage Ratio":  as of any date of determination, the ratio
         of Consolidated EBITDA for the 12-month period then ended minus Net
         Capital Expenditures during such period to Consolidated Interest
         Expense for such period.

                 "Default":  any of the events specified in Section 9, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.

                 "Dollars" and "$":  dollars in lawful currency of the United
         States of America.

                 "Domestic Subsidiary":  any Subsidiary of the Borrower other
         than a Foreign Subsidiary.

                 "Environmental Laws":  any and all foreign, Federal, state,
         local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees, requirements of any Governmental Authority
         or other Requirements of Law (including common law) 

<PAGE>   7
                                                                            7

         regulating, relating to or imposing liability or standards of conduct 
         concerning protection of human health or the environment, as now or 
         may at any time hereafter be in effect.

                 "ERISA":  the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

                 "Eurocurrency Reserve Requirements":  for any day as applied
         to a Eurodollar Loan, the aggregate (without duplication) of the rates
         (expressed as a decimal fraction) of reserve requirements in effect on
         such day (including, without limitation, basic, supplemental, marginal
         and emergency reserves under any regulations of the Board of Governors
         of the Federal Reserve System or other Governmental Authority having
         jurisdiction with respect thereto) dealing with reserve requirements
         prescribed for eurocurrency funding (currently referred to as
         "Eurocurrency Liabilities" in Regulation D of such Board) maintained
         by a member bank of such System.

                 "Eurodollar Base Rate":  with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, the rate per annum
         equal to the rate at which Barclays is offered Dollar deposits at or
         about 10:00 A.M., New York City time, two Business Days prior to the
         beginning of such Interest Period in the interbank eurodollar market
         where the eurodollar and foreign currency and exchange operations in
         respect of its Eurodollar Loans are then being conducted for delivery
         on the first day of such Interest Period for the number of days
         comprised therein and in an amount comparable to the amount of its
         Eurodollar Loan to be outstanding during such Interest Period.

                 "Eurodollar Loans":  Loans the rate of interest applicable to
         which is based upon the Eurodollar Rate.

                 "Eurodollar Rate":  with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, a rate per annum
         determined for such day in accordance with the following formula
         (rounded upward to the nearest 1/100th of 1%):

                             Eurodollar Base Rate             
                  ----------------------------------------
                  1.00 - Eurocurrency Reserve Requirements

                 "Eurodollar Tranche":  the collective reference to Eurodollar
         Loans the then current Interest Periods with respect to all of which
         begin on the same date and end on the same later date (whether or not
         such Eurodollar Loans shall originally have been made on the same
         day).
<PAGE>   8
                                                                            8

                 "Event of Default":  any of the events specified in Section 9,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

                 "Extension of Credit":  the making of any Loan by any Lender
         and the issuance of any Letter of Credit by the Issuing Bank.

                 "Federal Funds Effective Rate":  for any day, the weighted
         average of the rates on overnight Federal funds transactions with
         members of the Federal Reserve System arranged by Federal funds
         brokers, as published on the next succeeding Business Day by the
         Federal Reserve Bank of New York, or, if such rate is not so published
         for any day that is a Business Day, the average quotations, for the
         day, of such transactions received by the Agent from three Federal
         funds brokers of recognized standing selected by it.

                 "Financing Lease":  any lease of property, real or personal,
         the obligations of the lessee in respect of which are required in
         accordance with GAAP to be capitalized on a balance sheet of the
         lessee.

                 "Foreign Subsidiary":  any Subsidiary of the Borrower which is
         organized under the laws of any jurisdiction outside of the United
         States of America.

                 "GAAP":  generally accepted accounting principles in the
         United States of America consistent with those utilized in preparing
         the audited financial statements referred to in subsection 5.1.

                 "Global Security Agreement":  the Guarantee and Collateral
         Agreement to be executed and delivered by the Borrower and each Loan
         Party, substantially in the form of Exhibit D, as the same may be
         amended, supplemented or otherwise modified from time to time.

                 "Governmental Authority":  any nation or government, any state
         or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                 "Guarantee Obligation":  as to any Person (the "guaranteeing
         person"), any obligation of (a) the guaranteeing person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which the guaranteeing person has
         issued a reimbursement, counterindemnity or similar obligation, in
         either case guaranteeing or in effect guaranteeing any Indebtedness,
         leases, dividends or other obligations (the "primary obligations") of
         any other third Person (the "primary obligor") in any manner, whether
         directly or indirectly, including, without limitation, any obligation
         of the guaranteeing person, whether or not contingent, (i) to purchase
         any such primary 
         
<PAGE>   9
                                                                            9

         obligation or any property constituting direct or indirect security 
         therefor, (ii) to advance or supply funds (1) for the purchase or 
         payment of any such primary obligation or (2) to maintain working 
         capital or equity capital of the primary obligor or otherwise to 
         maintain the net worth or solvency of the primary obligor, (iii) to 
         purchase property, securities or services primarily for the purpose 
         of assuring the owner of any such primary obligation of the ability of 
         the primary obligor to make payment of such primary obligation or (iv) 
         otherwise to assure or hold harmless the owner of any such primary 
         obligation against loss in respect thereof;provided, however, that the 
         term Guarantee Obligation shall not include endorsements of 
         instruments for deposit or collection in the ordinary course of 
         business.  The amount of any Guarantee Obligation of any guaranteeing 
         person shall be deemed to be the lower of (a) an amount equal to the 
         stated or determinable amount of the primary obligation in respect of 
         which such Guarantee Obligation is made and (b) the maximum amount for 
         which such guaranteeing person may be liable pursuant to the terms of 
         the instrument embodying such Guarantee Obligation, unless such 
         primary obligation and the maximum amount for which such guaranteeing 
         person may be liable are not stated or determinable, in which case 
         the amount of such Guarantee Obligation shall be such guaranteeing 
         person's maximum reasonably anticipated liability in respect thereof 
         as determined by the Borrower in good faith.

                 "Indebtedness":  of any Person at any date, (a) all
         indebtedness of such Person for borrowed money or for the deferred
         purchase price of property or services (other than current trade
         liabilities incurred in the ordinary course of business and payable in
         accordance with customary practices), (b) any other indebtedness of
         such Person which is evidenced by a note, bond, debenture or similar
         instrument, (c) all obligations of such Person under Financing Leases,
         (d) all obligations of such Person in respect of acceptances issued or
         created for the account of such Person, (e) all obligations of such
         Person in respect of letters of credit issued for the account of such
         Person and (f) all liabilities secured by any Lien on any property
         owned by such Person even though such Person has not assumed or
         otherwise become liable for the payment thereof.

                 "Insolvency":  with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                 "Insolvent":  pertaining to a condition of Insolvency.

                 "Intercreditor Agreement":  the Intercreditor Agreement, dated
         as of January 19, 1996, by and among the Agent, SV and BZW Division of
         Barclays Bank PLC, as Collateral Agent, substantially in the form of
         Exhibit D.
<PAGE>   10
                                                                            10

                 "Intercreditor Agreements":  the collective reference to (i)
         the Intercreditor Agreement and (ii) the Intercreditor Pledge
         Agreement.

                 "Intercreditor Pledge Agreement":  the Pledge and Security
         Agreement, dated as of January 19, 1996 made by the Borrower in favor
         of the Agent substantially in the form of Exhibit E.

                 "Interest Payment Date":  (a) as to any Base Rate Loan, the
         last day of each calendar month, (b) as to any Eurodollar Loan having
         an Interest Period of three months or less, the last day of such
         Interest Period, and (c) as to any Eurodollar Loan having an Interest
         Period longer than three months, each day which is three months or a
         whole multiple thereof, after the first day of such Interest Period
         and the last day of such Interest Period.

                 "Interest Period":  with respect to any Eurodollar Loan:

                             (i)  initially, the period commencing on the
                 borrowing or conversion date, as the case may be, with respect
                 to such Eurodollar Loan and ending one, two, three or six
                 months thereafter, as selected by the Borrower in its notice
                 of borrowing or notice of conversion, as the case may be,
                 given with respect thereto; and

                            (ii)  thereafter, each period commencing on the
                 last day of the next preceding Interest Period applicable to
                 such Eurodollar Loan and ending one, two, three or six months
                 thereafter, as selected by the Borrower by irrevocable notice
                 to the Agent not less than three Business Days prior to the
                 last day of the then current Interest Period with respect
                 thereto;

         provided that, all of the foregoing provisions relating to Interest 
         Periods are subject to the following:

                           (1)  if any Interest Period pertaining to a
                 Eurodollar Loan would otherwise end on a day that is not a
                 Business Day, such Interest Period shall be extended to the
                 next succeeding Business Day unless the result of such
                 extension would be to carry such Interest Period into another
                 calendar month in which event such Interest Period shall end
                 on the immediately preceding Business Day;

                           (2)  any Interest Period that would otherwise extend
                 beyond the Termination Date shall end on the Termination Date;
<PAGE>   11
                                                                            11

                           (3)  any Interest Period pertaining to a Eurodollar
                 Loan that begins on the last Business Day of a calendar month
                 (or on a day for which there is no numerically corresponding
                 day in the calendar month at the end of such Interest Period)
                 shall end on the last Business Day of a calendar month; and

                           (4)  the Borrower shall select Interest Periods so
                 as not to require a payment or prepayment of any Eurodollar
                 Loan during an Interest Period for such Loan.

                 "Issuing Bank":  Barclays Bank PLC.

                 "L/C Application":  as defined in Section 3.1.

                 "L/C Commitment":  $3,000,000.

                 "L/C Obligations":  the obligations of the Borrower to
         reimburse the Issuing Bank for any payments made by the Issuing Bank
         under any Letter of Credit.

                 "L/C Participating Interest":  an undivided participating
         interest in the face amount of each issued and outstanding Letter of
         Credit and the L/C Application relating thereto.

                 "Letters of Credit":  the collective reference to Commercial
         L/C's and Standby L/C's issued pursuant to Section 3.1.

                 "Lien":  any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         (including, without limitation, any conditional sale or other title
         retention agreement and any Financing Lease having substantially the
         same economic effect as any of the foregoing).

                 "Loan":  any loan made by any Lender pursuant to this
         Agreement.

                 "Loan Documents":  this Agreement, any Notes, any L/C
         Applications, the Intercreditor Agreement and the Security Documents.

                 "Loan Parties":  the Borrower and each Subsidiary of the
         Borrower which is a party to a Loan Document.
<PAGE>   12
                                                                            12

                 "Majority Lenders":  at any time, Lenders the Commitment
         Percentages of which aggregate more than 50%.

                 "Material Adverse Effect":  a material adverse effect on (a)
         the business, operations, property, condition (financial or otherwise)
         or prospects of the Borrower and its Subsidiaries taken as a whole or
         (b) the validity or enforceability of this or any of the other Loan
         Documents or the rights or remedies of the Agent or the Lenders
         hereunder or thereunder.

                 "Material Environmental Amount":  an amount payable by the
         Borrower and/or its Subsidiaries in excess of $1,000,000 for remedial
         costs, compliance costs, compensatory damages, punitive damages,
         fines, penalties or any combination thereof.

                 "Materials of Environmental Concern":  any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                 "Material Subsidiary":  at any time, any Subsidiary (other
         than SV) (a) the consolidated assets of which and its Subsidiaries
         constitute at least 5% of the consolidated total assets of the
         Borrower and its Subsidiaries as at the most recent fiscal-period-end
         date for which financial statements shall have been delivered to the
         Lenders pursuant to subsection 7.1 or (b) the consolidated total
         revenues of which and its Subsidiaries constitute at least 5% of the
         consolidated total revenues of the Borrower and its Subsidiaries for
         the most recently ended period of four consecutive fiscal quarters for
         which financial statements shall have been delivered to the Lenders
         pursuant to subsection 7.1; in the case of any Person which becomes a
         Subsidiary after the date hereof, the calculations described in this
         definition shall be made on the assumption that such Person shall have
         been a Subsidiary for all periods relevant to such calculations.

                 "Multiemployer Plan":  a Plan which is a multiemployer plan as
         defined in Section 4001(a)(3) of ERISA.

                 "Net Capital Expenditures":  for any period of four
         consecutive fiscal quarters, the excess, if any, of (a) the sum of
         capital expenditures by the Borrower and its Subsidiaries during such
         period over (b) the aggregate Net Cash Proceeds from the sale by the
         Borrower and its Subsidiaries of capital assets during such period.

                 "Net Cash Proceeds":  with respect to any sale of assets or
         issuance of securities or incurrence by the Borrower or any of its
         Subsidiaries of any Indebtedness for 
         
<PAGE>   13
                                                                           13

         borrowed money of the Borrower, an amount equal to the gross cash 
         proceeds of such sale, issuance or incurrence, net of the following 
         amounts:  (i) reasonable attorneys' fees, accountants' fees, 
         brokerage, consultant and other customary fees, underwriting 
         commissions and other fees and expenses actually incurred in 
         connection with such sale, issuance or incurrence, (ii) taxes paid or 
         reasonably estimated to be payable as a result thereof, after taking 
         into account all available deductions and credits in connection with 
         such sale, (iii) appropriate amounts to be provided by the Borrower 
         or any of its Subsidiaries as a reserve in accordance with GAAP as in 
         effect from time to time, against any liabilities associated with such 
         sale and retained by the Borrower or such Subsidiary, as the case may 
         be, after such sale, and (iv) in the case of a sale or sale and 
         leaseback of or involving an asset subject to a Lien securing (a) any 
         Indebtedness, payments made and installment payments required to be 
         made to repay such Indebtedness, including payments in respect of 
         principal, interest and prepayment premiums and penalties to the 
         extent such amounts are not paid to the Borrower with respect to such 
         sale.

                 "Non-Excluded Taxes":  as defined in subsection 4.10(a).

                 "Notes":  the Revolving Credit Notes.

                 "Participant":  as defined in subsection 11.6(b).

                 "PBGC":  the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA.

                 "Person":  an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                 "Plan":  at a particular time, any employee benefit plan which
         is covered by ERISA and in respect of which the Borrower or a Commonly
         Controlled Entity is (or, if such plan were terminated at such time,
         would under Section 4069 of ERISA be deemed to be) an "employer" as
         defined in Section 3(5) of ERISA.

                 "Properties":  as defined in subsection 5.17(a).

                 "Reimbursement Obligation":  the obligation of the Borrower to
         reimburse the Issuing Bank pursuant to subsection 3.5(a) for amounts
         drawn under Letters of Credit.

                 "Register":  as defined in subsection 11.6(d).
<PAGE>   14
                                                                            14

                 "Regulation U":  Regulation U of the Board of Governors of the
         Federal Reserve System as in effect from time to time.

                 "Reorganization":  with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                 "Reportable Event":  any of the events set forth in Section
         4043(c) of ERISA, other than those events as to which the thirty day
         notice period is waived under subsections .13, .14, .16, .18, .19 or
         .20 of PBGC Reg. Section  2615.

                 "Required Lenders":  at any time, Lenders the Commitment
         Percentages of which aggregate at least 66-2/3%.

                 "Requirement of Law":  as to any Person, the Certificate of
         Incorporation and By-Laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

                 "Responsible Officer":  any of the chief executive officer and
         the president of the Borrower or, with respect to financial matters,
         the chief financial officer of the Borrower.

                 "Revolving Credit Loans":  as defined in subsection 2.1(a).

                 "Revolving Credit Note":  as defined in subsection 4.3(e).

                 "Security Documents":  the collective reference to the Global
         Security Agreement, the Assignment of Life Insurance, the
         Intercreditor Pledge Agreement and all other security documents
         hereafter delivered to the Agent granting a Lien on any asset or
         assets of any Person to secure the obligations and liabilities of the
         Borrower hereunder and under any of the other Loan Documents or to
         secure any guarantee of any such obligations and liabilities.

                 "Single Employer Plan":  any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                 "Solvent" and "Solvency":  with respect to any Person on a
         particular date, that on such date, (a) the fair value of the property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person,
         (b) the present fair salable value of the assets of such Person is not
         less than the amount 
         
<PAGE>   15
                                                                            15

         that will be required to pay the probable liability of such Person 
         on its debts as they become absolute and matured, (c) such Person does 
         not intend to, and does not believe that it will, incur debts or 
         liabilities beyond such Person's ability to pay as such debts and 
         liabilities mature, and (d) such Person is not engaged in business or 
         a transaction, and is not about to engage in business or a 
         transaction, for which such Person's property would constitute an 
         unreasonably small capital.

                 "Standby L/C":  an irrevocable letter of credit under which
         the Issuing Bank agrees to make payments in Dollars for the account of
         the Borrower, in respect of obligations of the Borrower incurred
         pursuant to contracts made or performances undertaken or to be
         undertaken by the Borrower or any of its Subsidiaries.

                 "Subsidiary":  as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person.  Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of the Borrower.

                 "SV": Steck-Vaughn Publishing Corporation, a Delaware
         corporation.

                 "SV Stock Option":  the option granted by the Borrower to SV
         to purchase 290,000 shares of SV's outstanding common stock from the 
         Borrower for an exercise price $6.50 per share, which option expires 
         on March 31, 1997.

                 "Termination Date":  January 19, 1998.

                 "Transferee":  as defined in subsection 11.6(f).

                 "Type":  as to any Loan, its nature as a Base Rate Loan or a
         Eurodollar Loan.

                 1.2  Other Definitional Provisions.  (a)  Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any Notes or any certificate or other document made or
delivered pursuant hereto.

                 (b)  As used herein and in any Notes, and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
the Borrower and its Subsidiaries not 

<PAGE>   16
                                                                            16

defined in subsection 1.1 and accounting terms partly defined in subsection 
1.1, to the extent not defined, shall have the respective meanings given to 
them under GAAP.

                 (c)  The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provisionof this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                 (d)  The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.


                  SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS

                 2.1  Revolving Credit Commitments.  (a)  Subject to the terms
and conditions hereof, each Lender severally agrees to make revolving credit
loans ("Revolving Credit Loans") to the Borrower from time to time during the
Commitment Period in an aggregate principal amount at any one time outstanding
which, when added to such Lender's Commitment Percentage of the then
outstanding L/C Obligations, does not exceed the amount of such Lender's
Commitment.  During the Commitment Period the Borrower may use the Commitments
by borrowing, prepaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.

                 (b)  The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) Base Rate Loans or (iii) a combination thereof, as
determined by the Borrower and notified to the Agent in accordance with
subsections 2.2 and 2.4, provided that no Revolving Credit Loan shall be made
as a Eurodollar Loan after the day that is one month or 30 days, respectively,
prior to the Termination Date.

                 2.2  Procedure for Revolving Credit Borrowing.   The Borrower
may borrow under the Commitments during the Commitment Period on any Business
Day, provided that the Borrower shall give the Agent irrevocable notice (which
notice must be received by the Agent prior to 12:00 P.M., New York City time,
(a) three Business Days prior to the requested Borrowing Date, if all or any
part of the requested Revolving Credit Loans are to be initially Eurodollar
Loans, or (b) one Business Day prior to the requested Borrowing Date,
otherwise), specifying (i) the amount to be borrowed, (ii) the requested
Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, Base
Rate Loans or a combination thereof and (iv) if the borrowing is to be entirely
or partly of Eurodollar Loans, the respective amounts of each such Type of Loan
and the respective lengths of the initial Interest Periods therefor; provided,
further, that any borrowing made on the Closing Date shall be of Base Rate
Loans only and shall require only same day notice to the Agent.  Each borrowing
of Eurodollar Loans under the 

<PAGE>   17
                                                                            17

Commitments shall be in an amountequal to $500,000 or a whole multiple of 
$100,000 in excess thereof.  Each borrowing of Base Rate Loans under the 
Commitments shall be in an amount equal to $100,000 or a whole multiple 
thereof.  Upon receipt of any such notice from the Borrower, the Agent shall 
promptly notify each Lender thereof.  Each Lender will make the amount of its 
pro rata share of each borrowing available to the Agent for the account of the 
Borrower at the office of the Agent specified in subsection 11.2 prior to 
11:00 A.M., New York City time, on the Borrowing Date requested by the Borrower 
in funds immediately available to the Agent.  Such borrowing will then be made 
available to the Borrower by the Agent crediting the account of the Borrower 
on the books of such office with the aggregate of the amounts made available to 
the Agent by the Lenders and in like funds as received by the Agent.

                 2.3  Optional Prepayments.  The Borrower may on the last day
of any Interest Period with respect thereto, in the case of Eurodollar Loans,
or at any time and from time to time, in the case of Base Rate Loans, prepay
the Loans, in whole or in part, without premium or penalty, upon at least one
Business Days' irrevocable notice to the Agent, specifying the date and amount
of prepayment and whether the prepayment is of Eurodollar Loans, Base Rate
Loans or a combination thereof, and, if of a combination thereof, the amount
allocable to each.  Upon receipt of any such notice the Agent shall promptly
notify each Lender thereof.  If any such notice is given, the amount specified
in such notice shall be due and payable on the date specified therein, together
with any amounts payable pursuant to subsection 4.11.

                 2.4  Mandatory Prepayments.  If SV shall exercise its rights
under the SV Stock Option, the Borrower shall cause SV to make payment of the
purchase price directly to the Agent, which shall apply the amount so received
to prepay the Loans, and the Commitments shall be reduced by an amount equal to
the amount so prepaid.  Any such prepayment shall be accompanied by payment of
accrued interest on the amount prepaid and any amounts payable pursuant to
subsection 4.11.

                 2.5  Conversion and Continuation Options.  (a)  The Borrower
may elect from time to time to convert Eurodollar Loans to Base Rate Loans by
giving the Agent at least two Business Days' prior irrevocable notice of such
election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto.  The Borrower
may elect from time to time to convert Base Rate Loans to Eurodollar Loans by
giving the Agent at least three Business Days' prior irrevocable notice of such
election.  Any such noticeof conversion to Eurodollar Loans shall specify the
length of the initial Interest Period or Interest Periods therefor.  Upon
receipt of any such notice the Agent shall promptly notify each Lender thereof.
All or any part of outstanding Eurodollar Loans or Base Rate Loans may be
converted as provided herein, provided that (i) no Loan may be converted into a
Eurodollar Loan when any Event of Default has occurred and is continuing and
the Agent has or the Required Lenders have determined that such a conversion is
not appropriate and (ii) no 

<PAGE>   18
                                                                            18

Loan may be converted into a Eurodollar Loan after the date that is one month 
prior to the Termination Date.

                 (b)  Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Agent, in accordance with the applicable
provisions of the term "Interest Period" set forth in subsection 1.1, of the
length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan may be continued as such (i) when any Event of Default
has occurred and is continuing and the Agent has or the Required Lenders have
determined that such a continuation is not appropriate or (ii) after the date
that is one month prior to, the Termination Date and provided, further, that if
the Borrower shall fail to give such notice or if such continuation is not
permitted such Loans shall be automatically converted to Base Rate Loans on the
last day of such then expiring Interest Period.

                 2.6  Minimum Amounts and Maximum Number of Eurodollar
Tranches.  All borrowings, conversions and continuations of Eurodollar Loans
hereunder and all selections of Interest Periods hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, the aggregate principal amount of the Loans comprising each Eurodollar
Tranche shall be equal to $500,000 or a whole multiple of $100,000 in excess
thereof and in no event shall there be more than ten Eurodollar Tranches
outstanding at any time.

                         SECTION 3.  LETTERS OF CREDIT

                 3.1  L/C Commitment.  (a)  Subject to the terms and conditions
hereof, the Issuing Bank, in reliance on the agreements of the other Lenders
set forth in subsection 3.3, agrees to issue Letters of Credit for the account
of the Borrower on any Business Day during the Commitment Period in such form
as may be approved from time to time by the Issuing Bank; provided that the
Issuing Bank shall have no obligation to issue any Letter of Credit if, after
giving effect to such issuance, (1)the L/C Obligations would exceed the L/C
Commitment or (2) the Available Commitment would be less than zero.

                 3.2  Issuance of Letters of Credit.  (a)  The Borrower may
from time to time request the Issuing Bank to issue a Standby L/C or a
Commercial L/C for the account of the Borrower by delivering to the Issuing
Bank, with a copy to the Agent at its address specified in subsection 11.2, a
letter of credit application in the Issuing Bank's then customary form (an "L/C
Application") completed to the satisfaction of the Issuing Bank, together with
the proposed form of such Letter of Credit (which shall comply with the
applicable requirements of paragraph (b) below) and such other certificates,
documents and other papers and information as the Issuing Bank may reasonably
request.
<PAGE>   19
                                                                            19

                 (b)  Each Standby L/C and Commercial L/C issued hereunder
shall, among other things, (i) be denominated in Dollars, (ii) be in such form
requested by the Borrower from the Issuing Bank as shall be acceptable to the
Issuing Bank in its sole reasonable discretion, (iii) be subject to the Uniform
Customs and to the extent not inconsistent therewith, the laws of the State of
New York, and (iv) have an expiry date occurring not later than the earlier of
(A) one year after the date of issuance of such Letter of Credit and (B) the
Termination Date.

                 3.3  Participating Interests in Letters of Credit.  The
Issuing Bank agrees to allot and does allot, to itself and each other Lender,
and each Lender severally and irrevocably agrees to take and does take in each
Standby L/C and Commercial L/C and the related L/C Application, an L/C
Participating Interest in a percentage equal to such Lender's Commitment
Percentage.

                 3.4  Procedure for Opening Letters of Credit.  To the extent
the Agent has not previously notified the Banks, the Agent will notify each
Bank after the end of each calendar month of any L/C Applications received by
the Issuing Bank (and copied to the Agent) during such month.  Upon receipt of
any L/C Application from the Borrower, the Issuing Bank will process such L/C
Application, and the other certificates, documents and other papers delivered
to it in connection therewith, in accordance with its customary procedures and,
subject to the terms and conditions hereof, shall promptly open such Letter of
Credit by issuing the original of such Letter of Credit to the beneficiary
thereof and by furnishing a copy thereof to the Borrower and, after the end of
the calendar month in which such Letter of Credit was opened, to the other
Banks, provided that no such Letter of Credit shall be issued if the proviso to
subsection 2.1(a) would be violated thereby or if after giving effect to
theissuance of any Letters of Credit the aggregate L/C Obligations would exceed
the L/C Commitment.

                 3.5  Payment in Respect of Letters of Credit.  (a)  The
Borrower agrees forthwith upon demand by the Issuing Bank and otherwise in
accordance with the terms of the L/C Application executed by the Borrower
relating thereto, (i) to reimburse the Issuing Bank for any payment made by the
Issuing Bank under any Letter of Credit issued for the Borrower's account
(which reimbursement may be made with the proceeds of Loans made in accordance
with the provisions of this Agreement) and (ii) to pay interest on any
unreimbursed portion of any such payment from the date of such payment until
reimbursement in full thereof at a rate per annum equal to (A) prior to the
date which is one Business Day after the day on which the Issuing Bank demands
reimbursement from the Borrower for such payment, the rate of interest that
would be in effect for Base Rate Loans at such time and (B) on such date and
thereafter, the rate of interest that would be in effect for overdue Base Rate
Loans at such time pursuant to subsection 4.4(c).

                 (b)  In the event that the Issuing Bank makes a payment under
any Letter of Credit and is not reimbursed in full therefor, forthwith upon
demand of the Issuing Bank, and otherwise 

<PAGE>   20
                                                                            20

in accordance with the terms of the L/C Application relating to such Letter of 
Credit, the Issuing Bank will promptly notify each other Lender.  Forthwith 
upon its receipt of any such notice, each other Lender will transfer to the 
Issuing Bank, in immediately available funds, an amount equal to such other 
Lender's Commitment Percentage of the L/C Obligation arising from such 
unreimbursed payment.

                 (c)  Whenever, at any time after the Issuing Bank has made a
payment under any Letter of Credit and has received from any other Lender such
other Lender's Commitment Percentage of the L/C Obligation arising therefrom,
the Issuing Bank receives any reimbursement on account of such L/C Obligation
or any payment of interest on account thereof, the Issuing Bank will distribute
to such other Lender its pro rata share thereof in like funds as received;
provided, however, that in the event that the receipt by the Issuing Bank of
such reimbursement or such payment of interest (as the case may be) is required
to be returned, such other Lender will return to the Issuing Bank any portion
thereof previously distributed by the Issuing Bank to it in like funds as such
reimbursement or payment is required to be returned by the Issuing Bank.
                 
                 3.6  Letter of Credit Fees.  (a)  In lieu of any letter of
credit commissions and fees provided for in any L/C Application relating to
Letters of Credit (other than amendment and negotiation fees), the Borrower
agrees to pay to the Agent, (i) for the account of the Participating Banks
(including the Issuing Bank with respect to its own L/C Participating Interest
in any Letter of Credit issued by it), with respect to the undrawn face amount
of each Letter of Credit, a fee of 2.75% per annum from time to time; provided
that, when the Applicable Margin for Eurodollar Loans is equal to or less than
2.50%, the Letter of Credit Fee shall be equal to the Applicable Margin and
(ii) for the account of the Issuing Bank in respect thereof, a fee of 1/4 of 1%
per annum based on the undrawn face amount thereof from time to time, each such
fee to be payable quarterly in arrears, on the last day of March, June,
September and December.  Fees will be based on the actual number of days
elapsed in a 360-day year.

                 3.7  Further Assurances.  The Borrower hereby agrees, from
time to time, to do and perform any and all acts and to execute any and all
further instruments reasonably requested by the Issuing Bank more fully to
effect the purposes of this Agreement with respect to the issuance of Letters
of Credit hereunder.

                 3.8  Obligations Absolute.  The payment obligations of the
Borrower under this Agreement with respect to the Letters of Credit shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:

                 (a)  the existence of any claim, set-off, defense or other
right which the Borrower or any of its Subsidiaries may have at any time
against any beneficiary, or any transferee, of any 

<PAGE>   21
                                                                            21

Letter of Credit (or any Persons for whom any such beneficiary or any such 
transferee may be acting), the Issuing Bank in respect thereof, the Agent or 
any Lender, or any other Person, whether in connection with this Agreement, 
the Loan Documents, the transactions contemplated herein, or any unrelated 
transaction;

                 (b)  any statement or any other document presented under any
Letter of Credit proving to be forged, fraudulent or invalid or any statement
therein being untrue or inaccurate in any respect;

                 (c)  payment by the Issuing Bank under any Letter of Credit
against presentation of a draft or certificate which does not comply with the
terms of such Letter of Credit or is insufficient in any respect, except where
such payment constitutes gross negligence or wilful misconduct on the part of
the Issuing Bank; or

                 (d)  any other circumstances or happening whatsoever, whether
or not similar to any of the foregoing, except for any such circumstances or
happening constituting gross negligence or wilful misconduct on the part of the
Issuing Bank.

                 3.9  Assignments.  No Lender's participation in any Letter of
Credit or any of its rights or duties hereunder shall be subdivided, assigned
or transferred (other than in connection with a transfer of part or all of such
Lender's Commitment in accordance with Section 11.6(c)) without the prior
written consent of the Issuing Bank.  Such consent may be given or withheld
without the consent or agreement of any other Lenders.  Notwithstanding the
foregoing, a Lender may subparticipate its L/C Participating Interest pursuant
to Section 11.6(b) without obtaining the prior written consent of the Issuing
Bank.

                 3.10  Participations.  Each Lender's obligation to purchase
participating interests pursuant to Section 3.2 shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Issuing Bank, the Borrower or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of an
Event of Default; (iii) any adverse change in the condition (financial or
otherwise) of the Borrower; (iv) any breach of this Agreement by the Borrower
or any other Lender; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.


                         SECTION 4.  GENERAL PROVISIONS

                 4.1  Fees.  (a)  The Borrower agrees to pay to the Agent for
the account of each Lender a commitment fee for the period from and including
the first day of the Commitment Period to the Termination Date, computed at the
rate of 3/8ths of 1% per annum on the average 

<PAGE>   22
                                                                            22

daily amount of the Available Commitment of such Lender during the period for 
which payment is made, payable quarterly in arrears on the last day of each 
March, June, September and December and on the Termination Date or such 
earlier date as the Commitments shall terminate as providedherein, commencing 
on the first of such dates to occur after the date hereof.

                 (b)  The Borrower shall pay to the Agent the fees set forth in
the fee letter dated December 18, 1995 from the Agent to the Borrower.

                 4.2  Termination or Reduction of Commitments.  The Borrower
shall have the right, upon not less than five Business Days' notice to the
Agent, to terminate the Commitments or, from time to time, to reduce the amount
of the Commitments.  Any such reduction shall be in an amount equal to
$1,000,000 or a whole multiple of $500,000 thereof and shall reduce permanently
the Commitments then in effect.  If, as a consequence of it having available
proceeds from the issuance subsequent to the date hereof of any Indebtedness to
a Lender other than Barclays Bank PLC, the Borrower terminates the Commitments
or reduces the Commitments by 66% or more, the Borrower shall pay to the Agent
for the account of each Lender a termination fee of (i) if such termination or
reduction occurs during the period from the Closing Date until the first
anniversary of the Closing Date, 2%, or (ii) if such termination or reduction
occurs during the period from the first anniversary of the Closing Date until
the Termination Date, 1%, of the aggregate amount of the Commitments terminated
or reduced.

                 4.3  Repayment of Loans; Evidence of Debt.  (a)  The Borrower
hereby unconditionally promises to pay to the Agent for the account of each
Lender the then unpaid principal amount of each Revolving Credit Loan of such
Lender on the Termination Date (or such earlier date on which the Revolving
Credit Loans become due and payable pursuant to Section 9).  The Borrower
hereby further agrees to pay interest on the unpaid principal amount of the
Loans from time to time outstanding from the date thereof until payment in full
thereof at the rates per annum, and on the dates, set forth in subsection 4.4.

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

                 (c)  The Agent shall maintain the Register pursuant to
subsection 11.6(d), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Revolving Credit Loan and Letter of Credit made
hereunder, the Type thereof andeach Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) both the amount of
any sum received by the Agent hereunder from the Borrower and each Lender's
share thereof.
<PAGE>   23
                                                                            23

                 (d)  The entries made in the Register and the accounts of each
Lender maintained pursuant to subsections 4.3(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Borrower to repay (with applicable interest) the Loans made to such
Borrower by such Lender in accordance with the terms of this Agreement.

                 (e)  The Borrower agrees that, upon the request to the Agent
by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing the Revolving Credit Loans of such
Lender, substantially in the form of Exhibit A with appropriate insertions as
to date and principal amount (a "Revolving Credit Note").

                 4.4  Interest Rates and Payment Dates.  (a)  Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such
day plus the Applicable Margin.

                 (b)  Each Base Rate Loan shall bear interest at a rate per
annum equal to the Base Rate plus the Applicable Margin.

                 (c)  If all or a portion of (i) any principal of any Loan,
(ii) any interest payable thereon, (iii) any commitment fee or (iv) any other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), the principal of the Loans and any
such overdue interest, commitment fee or other amount shall bear interest at a
rate per annum which is (x) in the case of principal, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
subsection plus 2% or (y) in the case of any such overdue interest, commitment
fee or other amount, the rate described in paragraph (b) of this subsection
plus 2%, in each case from the date of such non-payment until such overdue
principal, interest, commitment fee or other amount is paid in full (as well
after as before judgment).
                 
                 (d)  Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable from time to time on demand.

                 4.5  Computation of Interest and Fees.  (a) Commitment fees
and, whenever it is calculated on the basis of the Base Rate, interest shall be
calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed; and, otherwise, interest shall be calculated on the
basis of a 360-day year for the actual days elapsed.  The Agent shall as soon
as practicable notify the Borrower and the Lenders of each determination of a
Eurodollar Rate.  Any change in the interest rate on a Loan resulting from a
change in the Base Rate or the 

<PAGE>   24
                                                                            24

Eurocurrency Reserve Requirements shall become effective as of the opening of 
business on the day on which such change becomes effective.  The Agent shall 
as soon as practicable notify the Borrower and the Lenders of the effective 
date and the amount of each such change in interest rate.

                 (b)  Each determination of an interest rate by the Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error.  The Agent
shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Agent in determining any interest rate
pursuant to subsection 4.4(a) or (c).

                 4.6  Inability to Determine Interest Rate.  If prior to the
first day of any Interest Period:

                 (a)  the Agent shall have determined (which determination
         shall be conclusive and binding upon the Borrower) that, by reason of
         circumstances affecting the relevant market, adequate and reasonable
         means do not exist for ascertaining the Eurodollar Rate for such
         Interest Period, or

                 (b)  the Agent shall have received notice from the Majority
         Lenders that the Eurodollar Rate determined or to be determined for
         such Interest Period will not adequately and fairly reflect the cost
         to such Lenders (as conclusively certified by such Lenders) of making
         or maintaining their affected Loans during such Interest Period,

the Agent shall give telecopy or telephonic notice thereof to the Borrower and
the Lenders as soon as practicable thereafter.  If such notice is given (x) any
Eurodollar Loans requested to bemade on the first day of such Interest Period
shall be made as Base Rate Loans, (y) any Loans that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
converted to or continued as Base Rate Loans and (z) any outstanding Eurodollar
Loans, shall be converted, on the first day of such Interest Period, to Base
Rate Loans.  Until such notice has been withdrawn by the Agent, no further
Eurodollar Loans shall be made or continued as such, nor shall the Borrower
have the right to convert Loans to Eurodollar Loans.

                 4.7  Pro Rata Treatment and Payments.  (a)  Each borrowing by
the Borrower from the Lenders hereunder, each payment by the Borrower on
account of any commitment fee hereunder and any reduction of the Commitments of
the Lenders shall be made pro rata according to the respective Commitment
Percentages of the Lenders.  Each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Loans shall be made pro
rata according to the respective outstanding principal amounts of the Loans
then held by the Lenders.  All payments (including prepayments) to be made by
the Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without set off or 

<PAGE>   25
                                                                            25

counterclaim and shall be made prior to 12:00 Noon, New York City time, on 
the due date thereof to the Agent, for the account of the Lenders, at the 
Agent's office specified in subsection 11.2, in Dollars and in immediately 
available funds.  The Agent shall distribute such payments to the Lenders 
promptly upon receipt in like funds as received.  If any payment hereunder 
becomes due and payable on a day other than a Business Day, such payment shall 
be extended to the next succeeding Business Day, and, with respect to payments 
of principal, interest thereon shall be payable at the then applicable rate 
during such extension.

                 (b)  Unless the Agent shall have been notified in writing by
any Lender prior to a borrowing that such Lender will not make the amount that
would constitute its Commitment Percentage of such borrowing available to the
Agent, the Agent may assume that such Lender is making such amount available to
the Agent, and the Agent may, in reliance upon such assumption, make available
to the Borrower a corresponding amount.  If such amount is not made available
to the Agent by the required time on the Borrowing Date therefor, such Lender
shall pay to the Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Effective Rate for the period until
such Lender makes such amount immediately available to the Agent.  A
certificate of the Agent submitted to any Lender with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.  If such Lender'sCommitment Percentage of such borrowing is not made
available to the Agent by such Lender within three Business Days of such
Borrowing Date, the Agent shall also be entitled to recover such amount with
interest thereon at the rate per annum applicable to Base Rate Loans hereunder,
on demand, from the Borrower.

                 Nothing in this paragraph shall be deemed to relieve any
Lender from its obligations to make Loans to the Borrower pursuant to the terms
of this Agreement or to prejudice any rights that the Borrower may have against
any Lender in connection with any default by such Lender in its obligations
hereunder.

                 4.8  Illegality.  Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be cancelled and (b) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans
on the respective last days of the then current Interest Periods with respect
to such Loans or within such earlier period as required by law.  If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of
the then current Interest Period with respect thereto, the Borrower shall pay
to such Lender such amounts, if any, as may be required pursuant to subsection
4.11.
<PAGE>   26
                                                                            26

                 4.9  Requirements of Law.  (a)  If the adoption of or any
change in any Requirement of Law or in the interpretation or application
thereof or compliance by any Lender with any request or directive (whether or
not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:

                 (i)  shall subject any Lender to any tax of any kind
         whatsoever with respect to this Agreement, any Note, any Letter of
         Credit, any L/C Application or any Eurodollar Loan made by it, or
         change the basis of taxation of payments to such Lender in respect
         thereof (except for Non-Excluded Taxes covered by subsection 4.10 and
         changes in the rate of tax on the overall net income of such Lender);

                 (ii)  shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the Eurodollar Rate
         hereunder; or

                 (iii)  shall impose on such Lender any other condition; and
         the result of any of the foregoing is to increase the cost to such
         Lender, by an amount which such Lender deems to be material, of
         making, converting into, continuing or maintaining Eurodollar Loans or
         issuing or participating in Letters of Credit or to reduce any amount
         receivable hereunder in respect thereof, then, in any such case, the
         Borrower shall promptly pay such Lender such additional amount or
         amounts as will compensate such Lender for such increased cost or
         reduced amount receivable.

                 (b)  If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but
for such adoption, change or compliance (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time, the
Borrower shall promptly pay to such Lender such additional amount or amounts as
will compensate such Lender for such reduction.

                 (c)  If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify the Borrower
(with a copy to the Agent) of the event by reason of which it has become so
entitled, provided that such Lender shall not be entitled to 

<PAGE>   27
                                                                            27

claim any such additional amount that is due and payable in respect of any 
date which is more than ninety days prior to the date upon which such Lender 
shall so notify the Borrower thereof.  A certificate as to any additional 
amounts payable pursuant to this subsection submitted by such Lender to the 
Borrower (with a copy to the Agent) shall be conclusive in the absence of 
manifest error.  The agreements in this subsection shall survive the 
termination of this Agreementand the payment of the Loans and all other amounts 
payable hereunder.

                 4.10  Taxes.  (a)  All payments made by the Borrower under
this Agreement and any Notes shall be made free and clear of, and without
deduction or withholding for or on account of, any present or future income,
stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding net income taxes and franchise taxes
(imposed in lieu of net income taxes) imposed on the Agent or any Lender as a
result of a present or former connection between the Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any Note).  If any such non- excluded taxes,
levies, imposts, duties, charges, fees deductions or withholdings
("Non-Excluded Taxes") are required to be withheld from any amounts payable to
the Agent or any Lender hereunder or under any Note, the amounts so payable to
the Agent or such Lender shall be increased to the extent necessary to yield to
the Agent or such Lender (after payment of all Non-Excluded Taxes) interest or
any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement, provided, however, that the Borrower shall not be
required to increase any such amounts payable to any Lender that is not
organized under the laws of the United States of America or a state thereof if
such Lender fails to comply with the requirements of paragraph (b) of this
subsection.  Whenever any Non-Excluded Taxes are payable by the Borrower, as
promptly as possible thereafter the Borrower shall send to the Agent for its
own account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment
thereof.  If the Borrower fails to pay any Non- Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Agent the required
receipts or other required documentary evidence, the Borrower shall indemnify
the Agent and the Lenders for any incremental taxes, interest or penalties that
may become payable by the Agent or any Lender as a result of any such failure.
The agreements in this subsection shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

                 (b)  Each Lender that is not incorporated under the laws of
the United States of America or a state thereof shall:
<PAGE>   28
                                                                            28

                    (i)   deliver to the Borrower and the Agent (A) two duly
         completed copies of United States Internal Revenue Service Form 1001
         or 4224, or successor applicable form, as the case may be, and (B) an
         Internal Revenue Service Form W-8 or W-9, or successor applicable
         form, as the case may be;

                    (ii)  deliver to the Borrower and the Agent two further
         copies of any such form or certification on or before the date that
         any such form or certification expires or becomes obsolete and after
         the occurrence of any event requiring a change in the most recent form
         previously delivered by it to the Borrower; and

                   (iii)  obtain such extensions of time for filing and
         complete such forms or certifications as may reasonably be requested
         by the Borrower or the Agent;

unless in any such case 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 with respect to it and such Lender so advises the Borrower and the Agent.
Such Lender shall certify (i) in the case of a Form 1001 or 4224, that it is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes and (ii) in the case of a
Form W-8 or W-9, that it is entitled to an exemption from United States backup
withholding tax.  Each Person that shall become a Lender or a Participant
pursuant to subsection 11.6 shall, upon the effectiveness of the related
transfer, be required to provide all of the forms and statements required
pursuant to this subsection, provided that in the case of a Participant such
Participant shall furnish all such required forms and statements to the Lender
from which the related participation shall have been purchased.

                 4.11  Indemnity.  The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans after the
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any
prepayment after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (c) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto.  Such indemnification may include an amount equal to the excess,if
any, of (i) the amount of interest which would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to
the last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included

<PAGE>   29
                                                                            29


therein, if any) over (ii) the amount of interest (as reasonably determined by
such Lender) which would have accrued to such Lender on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market.  This covenant shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

                 4.12  Change of Lending Office.  Each Lender agrees that if it
makes any demand for payment under subsection 4.9 or 4.10(a), or if any
adoption or change of the type described in subsection 4.8 shall occur with
respect to it, it will use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to
designate a different lending office if the making of such a designation would
reduce or obviate the need for the Borrower to make payments under subsection
4.9 or 4.10(a), or would eliminate or reduce the effect of any adoption or
change described in subsection 4.8.


                   SECTION 5.  REPRESENTATIONS AND WARRANTIES

                 To induce the Agent and the Lenders to enter into this
Agreement and to make the Loans and issue or participate in the Letters of
Credit, the Borrower hereby represents and warrants to the Agent and each
Lender that:

                 5.1  Financial Condition.  (a)  The consolidated balance sheet
of the Borrower and its consolidated Subsidiaries as at December 31, 1994 and
the related consolidated statements of income and of cash flows for the fiscal
year ended on such date, reported on by Price Waterhouse LLP, copies of which
have heretofore been furnished to each Lender, present fairly the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at
such date, and the consolidated results of their operations and their
consolidated cash flows for the fiscal year then ended; (b)  the unaudited
consolidated balance sheet of the Borrower and its consolidated Subsidiariesas
at September 30, 1995 and the related unaudited consolidated statements of
income and of cash flows for the three-month and nine-month periods ending on
such date, certified by a Responsible Officer, copies of which have heretofore
been furnished to each Lender, are complete and correct and present fairly the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the three month period then ended
(subject to normal year-end adjustments).  All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants or Responsible Officer, as the case may
be, and as disclosed therein).  Neither the Borrower nor any of its
consolidated Subsidiaries had, at the date of the most recent balance sheet
referred to above, any material Guarantee Obligation, contingent liability or
liability for taxes, or any long-term lease or unusual 

<PAGE>   30
                                                                            30

forward or long-term commitment, including, without limitation, any interest 
rate or foreign currency swap or exchange transaction, which is not reflected 
in the foregoing statements or in the notes thereto.  During the period from 
September 30, 1995 to and including the date hereof there has been no sale, 
transfer or other disposition by the Borrower or any of its consolidated 
Subsidiaries of any material part of its business or property (other than any 
of the foregoing relating to any part of its business or property reflected as 
discontinued operations on the Borrower's September 30, 1995 consolidated 
balance sheet referenced to above) and no purchase or other acquisition of any 
business or property (including any capital stock of any other Person) material 
in relation to the consolidated financial condition of the Borrower and its 
consolidated Subsidiaries at September 30, 1995. 

                 5.2  No Change.  (a)  Since September 30, 1995 there has been
no development or event which has had or could reasonably be expected to have a
Material Adverse Effect, and (b) during the period from September 30, 1995 to
and including the date hereof no dividends or other distributions have been
declared, paid or made upon the Capital Stock of the Borrower nor has any of
the Capital Stock of the Borrower been redeemed, retired, purchased or
otherwise acquired for value by the Borrower or any of its Subsidiaries.

                 5.3  Corporate Existence; Compliance with Law.  Each of the
Borrower and its Subsidiaries and each Loan Party (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporatepower and authority, and the legal right, to
own and operate its property, to lease the property it operates as lessee and
to conduct the business in which it is currently engaged, (c) is duly qualified
as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

                 5.4  Corporate Power; Authorization; Enforceable Obligations.
The Borrower and each Loan Party has the corporate power and authority, and the
legal right, to make, deliver and perform the Loan Documents to which it is a
party and to borrow hereunder and has taken all necessary corporate action to
authorize, in the case of the Borrower, the borrowings on the terms and
conditions of this Agreement and any Notes and to authorize the execution,
delivery and performance of the Loan Documents to which it is a party.  Except
for any filing or notice necessary to perfect any Lien executed by the Security
Documents, no consent or authorization of, filing with, notice to or other act
by or in respect of, any Governmental Authority or any other Person is required
in connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of the Loan Documents to which the
Borrower or any Loan Party is a party.  This Agreement has been, and each other
Loan Document to which it is a party will be, duly executed and delivered on
behalf of the Borrower and each Loan Party.  This Agreement constitutes, and
each other Loan Document to which it is a party when 


<PAGE>   31
                                                                            31

executed and delivered will constitute, a legal, valid and binding obligation 
of the Borrower and each Loan Party enforceable against it in accordance with 
its terms, subject to the effects of bankruptcy, insolvency, fraudulent 
conveyance, reorganization, moratorium and other similar laws relating to or 
affecting creditors' rights generally, general equitable principles (whether 
considered in a proceeding in equity or at law) and an implied covenant of 
good faith and fair dealing.

                 5.5  No Legal Bar.  The execution, delivery and performance of
the Loan Documents, the borrowings hereunder and the use of the proceeds
thereof will not violate any Requirement of Law or Contractual Obligation of
the Borrower or of any of its Subsidiaries and will not result in, or require,
the creation or imposition of any Lien on any of its or their respective
properties or revenues pursuant to any such Requirement of Law or Contractual
Obligation.

                 5.6  No Material Litigation.  No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Borrower, threatened by or against the Borrower or any
of its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) which could reasonably be
expected to have a Material Adverse Effect.

                 5.7  No Default.  Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a
Material Adverse Effect.  No Default or Event of Default has occurred and is
continuing.

                 5.8  Ownership of Property; Liens.  Each of the Borrower and
its Subsidiaries has good record and marketable title in fee simple to, or a
valid leasehold interest in, all its real property, and good title to, or a
valid leasehold interest in, all its other property, and none of such property
is subject to any Lien except as permitted by subsection 8.3.

                 5.9  Intellectual Property.  The Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property").  No claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does the
Borrower know of any valid basis for any such claim.  The use of such
Intellectual Property by the Borrower and its Subsidiaries does not infringe on
the rights of any Person, except for such claims and infringements that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
<PAGE>   32
                                                                            32

                 5.10  No Burdensome Restrictions.  No Requirement of Law or
Contractual Obligation of the Borrower or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

                 5.11  Taxes.  Each of the Borrower and its Subsidiaries has
filed or caused to be filed all tax returns which, to the knowledge of the
Borrower, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all othertaxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity
of which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided
on the books of the Borrower or its Subsidiaries, as the case may be); no tax
Lien has been filed, and, to the knowledge of the Borrower, no claim is being
asserted, with respect to any such tax, fee or other charge.

                 5.12  Federal Regulations.  No part of the proceeds of any
Loans will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation G or
Regulation U of the Board of Governors of the Federal Reserve System as now and
from time to time hereafter in effect.  If requested by any Lender or the
Agent, the Borrower will furnish to the Agent and each Lender a statement to
the foregoing effect in conformity with the requirements of FR Form G-1 or FR
Form U-1 referred to in said Regulation G or Regulation U, as the case may be.

                 5.13  ERISA.  Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code.  No termination of a Single Employer Plan has occurred,
and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period.  The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits.  Neither the Borrower nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan, and
neither the Borrower nor any Commonly Controlled Entity would become subject to
any liability under ERISA if the Borrower or any such Commonly Controlled
Entity were to withdraw completely from all Multiemployer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made.  No such Multiemployer Plan is in Reorganization or
Insolvent.

                 5.14  Investment Company Act; Other Regulations.  The Borrower
is not an "investment company", or a company "controlled" by an "investment
company", within the 

<PAGE>   33
                                                                            33

meaning of the Investment Company Act of 1940, as amended. The Borrower is not 
subject to regulation under any Federal or State statute or regulation (other 
than Regulation X of the Board of Governors of the Federal Reserve System) 
which limits its ability to incur Indebtedness.

                 5.15  Subsidiaries.  The Subsidiaries of the Borrower listed
on Schedule 5.15 constitute all the Material Subsidiaries of the Borrower on
the date hereof.

                 5.16  Purpose of Loans.  The proceeds of the Loans shall be
used by the Borrower for general corporate purposes in the ordinary course of
business and to refinance existing Indebtedness.

                 5.17  Environmental Matters.

                 (a)  To the best knowledge of the Borrower, the facilities and
properties owned, leased or operated by the Borrower or any of its Subsidiaries
(the "Properties") do not contain, and have not previously contained, any
Materials of Environmental Concern in amounts or concentrations which (i)
constitute or constituted a violation of, or (ii) could reasonably be expected
to give rise to liability under, any Environmental Law except in either case
insofar as such violation or liability, or any aggregation thereof, is not
reasonably likely to result in the payment of a Material Environmental Amount.

                 (b)  To the best knowledge of the Borrower, the Properties and
all operations at the Properties are in compliance, and have in the last five
years been in compliance, in all material respects with all applicable
Environmental Laws, and there is no contamination at, under or about the
Properties or violation of any Environmental Law with respect to the Properties
or the business operated by the Borrower or any of its Subsidiaries (the
"Business") which could materially interfere with the continued operation of
the Properties or materially impair the fair saleable value thereof.

                 (c)  Neither the Borrower nor any of its Subsidiaries has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Borrower have knowledge or reason to believe that any such notice will
be received or is being threatened except insofar as such notice or threatened
notice, or any aggregation thereof, does notinvolve a matter or matters that is
or are reasonably likely to result in the payment of a Material Environmental
Amount.

                 (d)  To the best knowledge of the Borrower, Materials of
Environmental Concern have not been transported or disposed of from the
Properties in violation of, or in a manner or to a location which could
reasonably be expected to give rise to liability under, any Environmental Law,
nor have any Materials of Environmental Concern been generated, treated, 

<PAGE>   34
                                                                            34

stored or disposed of at, on or under any of the Properties in violation of, 
or in a manner that could reasonably be expected to give rise to liability 
under, any applicable Environmental Law except insofar as any such violation 
or liability referred to in this paragraph, or any aggregation thereof, is 
not reasonably likely to result in the payment of a Material Environmental 
Amount.

                 (e)  No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary is or will be named
as a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or
other orders, or other administrative or judicial requirements outstanding
under any Environmental Law with respect to the Properties or the Business
except insofar as such proceeding, action, decree, order or other requirement,
or any aggregation thereof, is not reasonably likely to result in the payment
of a Material Environmental Amount.

                 (f)  To the best knowledge of the Borrower, there has been no
release or threat of release of Materials of Environmental Concern at or from
the Properties, or arising from or related to the operations of the Borrower or
any Subsidiary in connection with the Properties or otherwise in connection
with the Business, in violation of or in amounts or in a manner that could
reasonably give rise to liability under Environmental Laws except insofar as
any such violation or liability referred to in this paragraph, or any
aggregation thereof, is not reasonably likely to result in the payment of a
Material Environmental Amount.

                 (g)  To the best knowledge of the Borrower, each of the
representations and warranties set forth in subsections 5.17(a) through (f) is
true and correct with respect to each parcel of real property owned or operated
by the Borrower or any of its Subsidiaries (other than the Properties) except
to the extent that the facts and circumstances giving rise to any such
failureto be so true and correct is not reasonably likely to result in the
payment of a Material Environmental Amount.

                 5.18  Solvency.  The Borrower is, and after giving effect to
the incurrence of all Indebtedness and obligations being incurred in connection
herewith and therewith will be, Solvent.

                 5.19  Material Leases.  Set forth on Schedule 5.19 attached
hereto is a complete and correct list of all material leases to which the
Borrower or any of its Subsidiaries is a party.

                 5.20  Real Property.  Set forth on Schedule 5.20 attached
hereto is a complete and correct list of all real property owned by the
Borrower or any of its Subsidiaries.
<PAGE>   35
                                                                            35

                        SECTION 6.  CONDITIONS PRECEDENT

                 6.1  Conditions to Initial Extension of Credit.  The agreement
of each Lender to make the initial Extension of Credit requested to be made by
it is subject to the satisfaction, immediately prior to or concurrently with
the making of such Extension of Credit on the Closing Date, of the following
conditions precedent:

                 (a)  Loan Documents.  The Agent shall have received (i) this
         Agreement, executed and delivered by a duly authorized officer of the
         Borrower, with a counterpart for each Lender and (ii) the Global
         Security Agreement, executed and delivered by a duly authorized
         officer of each Material Subsidiary (other than any Foreign
         Subsidiary), with a counterpart or a conformed copy for each Lender.

                 (b)  Related Agreements.  The Agent shall have received the
         Revolving Line of Credit Note of the Borrower dated February 28, 1995
         and the SV Stock Option documentation and all such documents or
         instruments as may be reasonably requested by the Agent, including,
         without limitation, a copy of any debt instrument, security agreement
         or other material contract to which the Borrower, or its Subsidiaries
         may be a party.

                 (c)  Corporate Proceedings of the Borrower.  The Agent shall
         have received, with a counterpart for each Lender, a copy of the
         resolutions, in form and substance satisfactory to the Agent, of the
         Board of Directors of the Borrower authorizing (i) the execution,
         delivery and performance of this Agreement and the other Loan
         Documents to which it is a party, (ii) the borrowings contemplated
         hereunder and (iii) the granting by it of the Liens created pursuant
         to the Security Documents, certified by the Secretary or an Assistant
         Secretary of the Borrower as of the Closing Date, which certificate
         shall be in form and substance satisfactory to the Agent and shall
         state that the resolutions thereby certified have not been amended,
         modified, revoked or rescinded.

                 (d)  Borrower Incumbency Certificate.  The Agent shall have
         received, with a counterpart for each Lender, a Certificate of the
         Borrower, dated the Closing Date, as to the incumbency and signature
         of the officers of the Borrower executing any Loan Document
         satisfactory in form and substance to the Agent, executed by the
         President or any Vice President and the Secretary or any Assistant
         Secretary of the Borrower.

                 (e)  Corporate Proceedings of Subsidiaries.  The Agent shall
         have received, with a counterpart for each Lender, a copy of the
         resolutions, in form and substance satisfactory to the Agent, of the
         Board of Directors of each Subsidiary of the Borrower which is a party
         to a Loan Document authorizing (i) the execution, delivery and
         performance of the Loan Documents to which it is a party and (ii) the
         granting by it of 
         
<PAGE>   36
                                                                            36

         the Liens created pursuant to the Security Documents to which it is a 
         party, certified by the Secretary or an Assistant Secretary of each 
         such Subsidiary as of the Closing Date, which certificate shall be 
         in form and substance satisfactory to the Agent and shall state that 
         the resolutions thereby certified have not been amended, modified, 
         revoked or rescinded.

                 (f)  Subsidiary Incumbency Certificates.  The Agent shall have
         received, with a counterpart for each Lender, a certificate of each
         Subsidiary of the Borrower which is a Loan Party, dated the Closing
         Date, as to the incumbency and signature of the officers of such
         Subsidiaries executing any Loan Document, satisfactory in form and
         substance to the Agent, executed by the President or any Vice
         President and the Secretary or any Assistant Secretary of each such
         Subsidiary.

                 (g)  Corporate Documents.  The Agent shall have received, with
         a counterpart for each Lender, true and complete copies of the
         certificate of incorporation and by-laws of each Loan Party, certified
         as of the Closing Date as complete and correct copies thereof by the
         Secretary or an Assistant Secretary of such Loan Party.

                 (h)  Fees.  The Agent shall have received the fees to be
         received on the Closing Date referred to in subsection 4.1.

                 (i)  Legal Opinions.  The Agent shall have received, with a
         counterpart for each Lender, the following executed legal opinions:

                           (i)  the executed legal opinion of Irell & Manella,
                 counsel to the Borrower and the other Loan Parties,
                 substantially in the form of Exhibit F;

                           (ii)  the executed legal opinion of Philip C.
                 Maynard, general counsel of the Borrower, substantially in the
                 form of Exhibit G;

                           (iii)  the executed legal opinion of Amster,
                 Rothstein & Ebenstein, intellectual property counsel,
                 substantially in the form of Exhibit H.

         Each such legal opinion shall cover such other matters incident to the
         transactions contemplated by this Agreement as the Agent may
         reasonably require.

                 (j)  Pledged Stock; Stock Powers.  The Agent shall have
         received the certificates representing the shares pledged pursuant to
         the Global Security Agreement and the Intercreditor Pledge Agreement,
         together with an undated stock power for each such certificate
         executed in blank by a duly authorized officer of the pledgor thereof,
         each endorsed in blank by a duly authorized officer of the pledgor
         thereof.
<PAGE>   37
                                                                            37

                 (k)  Actions to Perfect Liens.  The Agent shall have received
         such duly executed financing statements on form UCC-1 as are necessary
         or, in the opinion of the Agent, desirable to perfect the Liens
         created by the Security Documents.

                 (l)  Lien Searches.  The Agent shall have received the results
         of a recent search by a Person satisfactory to the Agent, of the
         Uniform Commercial Code, judgment and tax lien filings which may have
         been filed with respect to personal property of the Borrower and each
         Material Subsidiary (other than Foreign Subsidiaries), and the results
         of such search shall be satisfactory to the Agent.

                 (m)  Insurance.  The Agent shall have received evidence in
         form and substance satisfactory to it that all of the requirements of
         subsection 7.5 hereof and Section 5.2 of the Global Security Agreement
         shall have been satisfied.

                 (n)  Intercreditor Agreements.  The Agent shall have received
         the Intercreditor Agreements, each executed and delivered by duly
         authorized officers of each party thereto.

                 (o)  Acknowledgements and Consents.  The Agent shall have
         received an acknowledgement and consent, in the form attached to the
         Global Security Agreement, executed and delivered by a duly authorized
         officer of each issuer of stock pledged pursuant to the Global
         Security Agreement.

                 6.2  Conditions to Each Extension of Credit.  The agreement of
each Lender to make any Extension of Credit requested to be made by it on any
date (including, without limitation, its initial Extension of Credit) is
subject to the satisfaction of the following conditions precedent:

                 (a)  Representations and Warranties.  Each of the
         representations and warranties made by the Borrower and each Loan
         party in or pursuant to the Loan Documents shall be true and correct
         in all material respects on and as of such date as if made on and as
         of such date.

                 (b)  No Default.  No Default or Event of Default  shall have
         occurred and be continuing on such date or after giving effect to the
         Extension of Credit requested to be made on such date.

                 (c)  Additional Matters.  All corporate and other proceedings,
         and all documents, instruments and other legal matters in connection
         with the transactions contemplated by this Agreement and the other
         Loan Documents shall be satisfactory in form and substance to the
         Agent, and the Agent shall have received such other documents and
         legal opinions 
         
<PAGE>   38
                                                                            38
         
         in respect of any aspect or consequence of the transactions 
         contemplated hereby or thereby as it shall reasonably request.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained
in this subsection have been satisfied.

                       SECTION 7.  AFFIRMATIVE COVENANTS

                 The Borrower hereby agrees that, so long as the Commitments
remain in effect or any amount is owing to any Lender or the Agent hereunder or
under any other Loan Document, the Borrower shall and (except in the case of
delivery of financial information, reports and notices) shall cause each of its
Subsidiaries to:

                 7.1  Financial Statements.  Furnish to each Lender:

                 (a)  as soon as available, but in any event within 90 days
         after the end of each fiscal year of the Borrower, a copy of the
         consolidated balance sheet of the Borrower and its consolidated
         Subsidiaries as at the end of such year and the related consolidated
         statements of income and retained earnings and of cash flows for such
         year, setting forth in each case in comparative form the figures for
         the previous year, reported on without a "going concern" or like
         qualification or exception, or qualification arising out of the scope
         of the audit, by Price Waterhouse LLP or other independent certified
         public accountants of nationally recognized standing; and

                 (b)  as soon as available, but in any event not later than 45
         days after the end of each of the first three quarterly periods of
         each fiscal year of the Borrower, the unaudited consolidated balance
         sheet of the Borrower and its consolidated Subsidiaries as at the end
         of such quarter and the related unaudited consolidated statements of
         income and of cash flows of the Borrower and its consolidated
         Subsidiaries for such quarter and the portion of the fiscal year
         through the end of such quarter, setting forth in each case in
         comparative form the figures for the previous year, certified by a
         Responsible Officer as being fairly stated in all material respects
         (subject to normal year-end audit adjustments);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).
<PAGE>   39
                                                                            39

                 7.2  Certificates; Other Information.  Furnish to each Lender:

                 (a)  concurrently with the delivery of the financial
         statements referred to in subsection 7.1(a), a certificate of the
         independent certified public accountants reporting on such financial
         statements stating that in making the examination necessary therefor
         no knowledge was obtained of any Default or Event of Default, except
         as specified in such certificate;

                 (b)  concurrently with the delivery of the financial
         statements referred to in subsections 7.1(a) and (b), a certificate of
         a Responsible Officer (i) stating that, to the best of such Officer's
         knowledge, the Borrower during such period has observed or performed
         all of its covenants and other agreements, and satisfied every
         condition, contained in this Agreement and the other Loan Documents to
         be observed, performed or satisfied by it, and that such Officer has
         obtained no knowledge of any Default or Event of Default except as
         specified in such certificate and (ii) showing in detail the figures
         and calculations supporting such statement in respect of subsection
         8.1 as of the end of each fiscal quarter and fiscal year and in
         respect of subsections 8.7 and 8.9 as of the end of each fiscal year;

                 (c)  not later than thirty days prior to the end of each
         fiscal year of the Borrower, a copy of the projections by the Borrower
         of the operating budget and cash flow budget of the Borrower and its
         Subsidiaries for the succeeding fiscal year, such projections to be
         accompanied by a certificate of a Responsible Officer to the effect
         that such projections have been prepared on the basis of sound
         financial planning practice and that such Officer has no reason to
         believe they are incorrect or misleading in any material respect;

                 (d)  within five days after the same are sent, copies of all
         financial statements and reports which the Borrower sends to its
         stockholders, and within five days after the same are filed, copies of
         all financial statements and reports which the Borrower may make to,
         or file with, the Securities and Exchange Commission or any successor
         or analogous Governmental Authority; and

                 (e)  promptly, such additional financial and other information
         as any Lender may from time to time reasonably request.

                 7.3  Payment of Obligations.  Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.
<PAGE>   40
                                                                            40

                 7.4  Conduct of Business and Maintenance of Existence.
Continue to engage in business of the same general type as now conducted by it
and preserve, renew and keep in full force and effect its corporate existence
and take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business except
as otherwise permitted pursuant to subsection 8.5; comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, be reasonably expected to have a
Material Adverse Effect.

                 7.5  Maintenance of Property; Insurance.  Keep all property
useful and necessary in its business in good working order and condition;
maintain the insurance required pursuant to the Global Security Agreement on
the assets covered thereby and maintain with financially sound and reputable
insurance companies insurance on all its other property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business; and furnish to each Lender at least annually, full information as to
the insurance carried.

                 7.6  Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of
all dealings and transactions in relation to its business and activities; and
permit representatives of any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any
reasonable time upon reasonable prior notice and as often as may reasonably be
desired and to discuss the business, operations, properties and financial and
other condition of the Borrower and its Subsidiaries with officers and
employees of the Borrower and its Subsidiaries and with its independent
certified public accountants.

                 7.7  Notices.  Promptly give notice to the Agent and each
Lender of:

                 (a)  the occurrence of any Default or Event of Default;

                 (b)  any (i) default or event of default under any Contractual
         Obligation of the Borrower or any of its Subsidiaries or (ii)
         litigation, investigation or proceeding which may exist at any time
         between the Borrower or any of its Subsidiaries and any Governmental
         Authority, which in either case, if not cured or if adversely
         determined, as the case may be, could reasonably be expected to have a
         Material Adverse Effect;

                 (c)  any litigation or proceeding affecting the Borrower or
         any of its Subsidiaries in which the amount involved is $1,000,000 or
         more and not covered by insurance or in which injunctive or similar
         relief is sought;
<PAGE>   41
                                                                            41

                 (d)  the following events, as soon as possible and in any
         event within 30 days after the Borrower knows or has reason to know
         thereof:  (i) the occurrence or expected occurrence of any Reportable
         Event with respect to any Plan, a failure to make any required
         contribution to a Plan, the creation of any Lien in favor of the PBGC
         or a Plan or any withdrawal from, or the termination, Reorganization
         or Insolvency of, any Multiemployer Plan or (ii) the institution of
         proceedings or the taking of any other action by the PBGC or the
         Borrower or any Commonly Controlled Entity or any Multiemployer Plan
         with respect to the withdrawal from, or the terminating,
         Reorganization or Insolvency of, any Plan; and

                 (e)  any material adverse change in the business, operations,
         property, condition (financial or otherwise) or prospects of the
         Borrower and its Subsidiaries taken as a whole.

Each notice pursuant to this subsection shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Borrower proposes to take with respect
thereto.

                 7.8  Environmental Laws.  (a)  Comply with, and ensure
compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws and obtain and comply in all material respects with and
maintain, and ensure that all tenants and subtenants obtain and comply in all
material respects withand maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws except to the extent that failure to do so could not be reasonably
expected to have a Material Adverse Effect.

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

                 7.9  Key Man Insurance.  Within 90 days following the date
hereof (i) obtain key man life insurance on the life of Mr. Sam Yau in an
aggregate amount of $5,000,000 on terms satisfactory to the Agent and (ii)
deliver to the Agent, with a counterpart for each Lender, a duly executed copy
of the Assignment of Life Insurance, together with a satisfactory
acknowledgement by the relevant insurer of the Lien created thereby; and at all
times thereafter maintain such life insurance in full force and effect.

                 7.10  Further Assurances.  Upon the request of the Agent,
promptly perform or cause to be performed any and all acts and execute or cause
to be executed any and all 

<PAGE>   42
                                                                            42

documents (including, without limitation, financing statements and continuation 
statements) for filing under the provisions of the Uniform Commercial Code or 
any other Requirement of Law which are necessary or advisable to maintain in 
favor of the Agent, for the benefit of the Lenders, Liens on the Collateral 
that are duly perfected in accordance with all applicable Requirements of Law.  
Without limiting the generality of the foregoing, the Borrower shall, within 
60 days following the Closing Date, take or cause to be taken all actions 
necessary to cause a Lien on 65% of the Capital Stock of each of Intertext 
Group Ltd. (England) and NETG Applied Learning, Ltd. (United Kingdom) to be 
duly created and perfected in accordance with all applicable laws and a legal 
opinion with respect thereto (in form and substance and from a firm, 
satisfactory to the Agent) to be delivered to the Agent.

                 7.11  Additional Collateral.  (a)  With respect to any assets
acquired after the Closing Date by the Borrower or any of its Domestic
Subsidiaries which is a Material Subsidiary that are intended to be subject to
the Lien created by any of the Security Documents but which are not so subject
(other than (x) any assetsdescribed in paragraph (b) or (c) of this subsection
and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1
financing statements), promptly (and in any event within 30 days after the
acquisition thereof):  (i) execute and deliver to the Agent such amendments to
the relevant Security Documents or such other documents as the Agent shall deem
necessary or advisable to grant to the Agent, for the benefit of the Lenders, a
Lien on such assets, (ii) take all actions deemed necessary or advisable by the
Agent to cause such Lien to be duly perfected in accordance with all applicable
Requirements of Law, including, without limitation, the filing of financing
statements in such jurisdictions as may be requested by the Agent, and (iii) if
reasonably requested by the Agent, deliver to the Agent legal opinions relating
to the matters described in clauses (i) and (ii) immediately preceding, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Agent.  Without limiting the generality of the foregoing,
the Borrower shall take or cause to be taken all actions necessary to cause the
representation set forth in Section 4.8(b) of the Global Security Agreement to
be true and correct at all times.

                 (b)  With respect to any Person that, subsequent to the
Closing Date, becomes a Material Subsidiary (other than a Foreign Subsidiary),
promptly upon the request of the Agent: (i) become a party to the Global
Security Agreement to grant to the Agent, for the benefit of the Lenders, a
Lien on the Capital Stock of such Material Subsidiary which is owned by the
Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates
representing such Capital Stock, together with undated stock powers executed
and delivered in blank by a duly authorized officer of the Borrower or such
Material Subsidiary, as the case may be, (iii) cause such new Material
Subsidiary (A) to become a party to the Global Security Agreement and (B) to
take all actions deemed necessary or advisable by the Agent to cause the Lien
created by the Global Security Agreement to be duly perfected in accordance
with all applicable Requirements of Law, including, without limitation, the
filing of financing statements in such jurisdictions as may be requested by the
Agent and (iv) if reasonably requested by the Agent, deliver to the 

<PAGE>   43
                                                                            43

Agent legal opinions relating to the matters described in clauses (i), (ii) 
and (iii) immediately preceding, which opinions shall be in form and substance, 
and from counsel, reasonably satisfactory to the Agent.

                 (c)  With respect to any Person that, subsequent to the
Closing Date, becomes a Foreign Subsidiary which is a Material Subsidiary,
promptly upon the request of the Agent:  (i) execute and deliver to the Agent a
new pledge agreement or suchamendments to the Global Security Agreement to
grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock
of such Material Subsidiary which is owned by the Borrower or any of its
Subsidiaries (provided that in no event shall more than 65% of the Capital
Stock of any such Material Subsidiary be required to be so pledged), (ii)
deliver to the Agent any certificates representing such Capital Stock, together
with undated stock powers executed and delivered in blank by a duly authorized
officer of the Borrower or such Material Subsidiary, as the case may be, and
take or cause to be taken all such other actions under local law as may be
deemed necessary or advisable by Agent to perfect such Lien on such Capital
Stock and (iii) if reasonably requested by the Agent, deliver to the Agent
legal opinions relating to the matters described in clauses (i) and (ii)
immediately preceding, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Agent.


                         SECTION 8.  NEGATIVE COVENANTS

                 The Borrower hereby agrees that, so long as the Commitments
remain in effect or any amount is owing to any Lender or the Agent hereunder or
under any other Loan Document, the Borrower shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly:

                 8.1  Financial Condition Covenants.

                 (a)  Maintenance of Current Ratio.  Permit the ratio of
Consolidated Current Assets to Consolidated Current Liabilities as at the end
of any fiscal quarter to be less than 1.5:1.0.
<PAGE>   44
                                                                            44

                 (b)  Maintenance of Net Worth.  Permit Consolidated Net Worth
at any time during any period set forth below to be less than the amount set
forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
                 Period                             Amount
                 ------                             ------
                 <S>                                <C>

                 First Quarter 1996                 $   *
                 Second Quarter 1996                $   *
                 Third Quarter 1996                 $   *
                 Fourth Quarter 1996                $   *
                 First Quarter 1997                 $   *
                 Second Quarter 1997                $   *
                 Third Quarter 1997                 $   *
                 Fourth Quarter 1997                $   *     ;
</TABLE>

         *       OMITTED PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE
                 ACT OF 1934, AS AMENDED, AND FILED SEPARATELY WITH THE
                 COMMISSION IN A REQUEST FOR CONFIDENTIAL TREATMENT

provided, that in determining compliance with this covenant, the Consolidated
Net Worth of the Borrower and its Subsidiaries at any date shall be (a)
increased by an amount (not to exceed $500,000 in any fiscal year) equal to the
aggregate amount of translation losses from the beginning of such fiscal year
reflected on the consolidated balance sheet of the Borrower and its
Subsidiaries at such date and (b) decreased by an amount (not to exceed
$500,000 in any fiscal year) equal to the aggregate amount of translation gains
from the beginning of such fiscal year reflected on such consolidated balance
sheet.

                 (c)  Consolidated Total Indebtedness to Consolidated EBITDA
Ratio.  Permit the ratio of Consolidated Total Indebtedness at the end of any
fiscal quarter set forth below to Consolidated EBITDA for the period of four
consecutive fiscal quarters then ending to be greater than the ratio set forth
opposite such fiscal quarter below:

<TABLE>
<CAPTION>
                 Fiscal Quarter                               Ratio
                 --------------                               -----
                 <S>                                            <C>
                 First Quarter 1996                             *
                 Second Quarter 1996                            *
                 Third Quarter 1996                             *
                 Fourth Quarter 1996                            *
                 First Quarter 1997                             *
                 Second Quarter 1997                            *
</TABLE>
<PAGE>   45
                                                                            45


<TABLE>
                 <S>                                            <C>
                 Third Quarter 1997                             *
                 Fourth Quarter 1997                            *
</TABLE>

         *       OMITTED PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE
                 ACT OF 1934, AS AMENDED, AND FILED SEPARATELY WITH THE
                 COMMISSION IN A REQUEST FOR CONFIDENTIAL TREATMENT

provided, that for purposes of determining compliance with this covenant for
the end of the first fiscal quarter of 1996 only, Consolidated EBITDA for the
fourth fiscal quarter of 1995 shall be increased by $3,500,000 provided further
that all subsequent covenant calculations shall use consolidated EBITDA for the
fourth fiscal quarter of 1995 without such increase.

                 (d)  Interest Coverage.  Permit for any period of four
consecutive fiscal quarters ending at the end of any fiscal quarter set forth
below the ratio of (i) Consolidated EBITDA for such period minus Net Capital
Expenditures for such period to (ii) Consolidated Interest Expense for such
period to be less than the ratio set forth opposite such fiscal quarter below:

<TABLE>
<CAPTION>
                 Fiscal Quarter                              Ratio
                 --------------                              -----
                 <S>                                           <C>
                 First Quarter 1996                            *
                 Second Quarter 1996                           *
                 Third Quarter 1996                            *
                 Fourth Quarter 1996                           *
                 First Quarter 1997                            *
                 Second Quarter 1997                           *
                 Third Quarter 1997                            *
                 Fourth Quarter 1997                           *
</TABLE>

         *       OMITTED PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE
                 ACT OF 1934, AS AMENDED, AND FILED SEPARATELY WITH THE
                 COMMISSION IN A REQUEST FOR CONFIDENTIAL TREATMENT
<PAGE>   46
                                                                            46

provided, that for purposes of determining compliance with this covenant for
the end of the first fiscal quarter of 1996 only, Consolidated EBITDA for the
fourth fiscal quarter of 1995 shall be increased by $3,500,000 provided further
that all subsequent covenant calculations shall use consolidated EBITDA for the
fourth fiscal quarter of 1995 without such increase.

                 8.2  Limitation on Indebtedness.  Create, incur, assume or
suffer to exist any Indebtedness, except:

                 (a)  Indebtedness of the Borrower under this Agreement;

                 (b)  Indebtedness of the Borrower to any Subsidiary (excluding
         SV) and of any Subsidiary to the Borrower or any other Subsidiary
         (excluding SV); provided, however, that the intercompany loan from SV
         to the Borrower outstanding as of the Closing Date in the aggregate
         principal amount of $10,000,000 shall be permitted on the condition
         that it will be repaid in full by the Borrower and the commitment
         thereunder will be terminated on or before March 31, 1996.

                 (c)  Indebtedness outstanding on the date hereof and listed on
         Schedule 8.2 and any refinancings refundings, renewals or extensions
         thereof;

                 (d)  Indebtedness of a corporation which becomes a Subsidiary
         after the date hereof, provided that (i) such indebtedness existed at
         the time such corporation became a Subsidiary and was not created in
         anticipation thereof and (ii) immediately after giving effect to the
         acquisition of such corporation by the Borrower no Default or Event of
         Default shall have occurred and be continuing; and

                 (e)  Indebtedness of the Borrower and any of its Subsidiaries
         incurred to finance the acquisition of fixed or capital assets
         (whether pursuant to a loan, a Financing Lease or otherwise) in the
         ordinary course of business.

                 8.3  Limitation on Liens.  Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                 (a)  Liens for taxes not yet due or which are being contested
         in good faith by appropriate proceedings, provided that adequate
         reserves with respect thereto are maintained on the books of the
         Borrower or its Subsidiaries, as the case may be, in conformity with
         GAAP (or, in the case of Foreign Subsidiaries, generally accepted
         accounting principles in effect from time to time in their respective
         jurisdictions of incorporation);
<PAGE>   47
                                                                            47

                 (b)  carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than 60 days or
         which are being contested in good faith by appropriate proceedings;

                 (c)  pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers
         under insurance or self-insurance arrangements;

                 (d)  deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                 (e)  easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business which, in the
         aggregate, are not substantial in amount and which do not in any case
         materially detract from the value of the property subject thereto or
         materially interfere with the ordinary conduct of the business of the
         Borrower or such Subsidiary;

                 (f)  Liens in existence on the date hereof listed on Schedule
         8.3, securing Indebtedness permitted by the proviso to subsection
         8.2(b) and by subsection 8.2(c), provided that no such Lien is spread
         to cover any additional property after the Closing Date and that the
         amount of Indebtedness secured thereby is not increased;

                 (g)  Liens created pursuant to the Security Documents; and

                 (h)  Liens securing Indebtedness of the Borrower and its
         Subsidiaries permitted by subsection 8.2(e) incurred to finance the
         acquisition of fixed or capital assets, provided that (i) such Liens
         shall be created substantially simultaneously with the acquisition of
         such fixed or capital assets, (ii) such Liens do not at any time
         encumber any property other than the property financed by such
         Indebtedness, (iii) the amount of Indebtedness secured thereby is not
         increased and (iv) the principal amount of Indebtedness secured by any
         such Lien shall at no time exceed 100% of the fair value (as
         determined in good faith by the board of directors of the Borrower) of
         such property at the time it was acquired.

                 8.4  Limitation on Guarantee Obligations.  Create, incur,
assume or suffer to exist any Guarantee Obligation except:

                 (a)  the Letters of Credit
<PAGE>   48
                                                                            48

                 (b)  Guarantee Obligations in existence on the date hereof and
listed on Schedule 8.4;

                 8.5  Limitation on Fundamental Changes.  Enter into any
merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease, assign,
transfer or otherwise dispose of, all or substantially all of its property,
business or assets, or make any material change in its present method of
conducting business, except:

                 (a)  any Subsidiary of the Borrower may be merged or
         consolidated with or into the Borrower (provided that the Borrower
         shall be the continuing or surviving corporation) or with or into any
         one or more wholly owned Subsidiaries of the Borrower (provided that
         the wholly owned Subsidiary or Subsidiaries shall be the continuing or
         surviving corporation); and

                 (b)  any wholly owned Subsidiary may sell, lease, transfer or
         otherwise dispose of any or all of its assets (upon voluntary
         liquidation or otherwise) to the Borrower or any other wholly owned
         Subsidiary of the Borrower.

                 8.6  Limitation on Sale of Assets.  Convey, sell, lease,
assign, transfer or otherwise dispose of any of its property, business or
assets (including, without limitation, receivables and leasehold interests),
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary's Capital Stock to any Person other
than the Borrower or any wholly owned Subsidiary, except:

                 (a)  the sale or other disposition of any property in the
         ordinary course of business;

                 (b)  the sale or discount without recourse of accounts
         receivable arising in the ordinary course of business in connection
         with the compromise or collection thereof; and

                 (c)  issuances of options and/or shares pursuant to employee
         stock option and incentive award plans; and

                 (d)  as permitted by subsection 8.5(b).

                 8.7  Limitation on Leases.  Permit Consolidated Lease Expense
for any fiscal year of the Borrower to exceed $12,000,000.

                 8.8  Limitation on Dividends.  Declare or pay any dividend
(other than dividends payable solely in common stock of the Borrower) on, or
make any payment on account of, or 

<PAGE>   49
                                                                            49

set apart assets for a sinking or other analogous fund for, the purchase, 
redemption, defeasance, retirement or other acquisition of, any shares of any 
class of Capital Stock of the Borrower or any warrants or options to purchase 
any such Capital Stock, whether now or hereafter outstanding, or make any other 
distribution in respect thereof, either directly or indirectly, whether in 
cash or property or in obligations of the Borrower or any Subsidiary.

                 8.9  Limitation on Capital Expenditures.  Make or commit to
make (by way of the acquisition of securities of a Person or otherwise) any
expenditure in respect of the purchase or other acquisition of fixed or capital
assets (excluding any such asset acquired in connection with normal replacement
and maintenance programs properly charged to current operations) except for
expenditures in the ordinary course of business not exceeding (a) $14,000,000
in the aggregate during the Commitment Period for the Borrower and its
Subsidiaries or (b) $10,000,000 in the aggregate for the Borrower and its
Subsidiaries during any fiscal year of the Borrower.

                 8.10  Limitation on Investments, Loans and Advances.  Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except:

                 (a)  extensions of trade credit in the ordinary course of
         business;

                 (b)  investments in Cash Equivalents;

                 (c)  acquisitions of Capital Stock or business units of other
         Persons the aggregate consideration for which does not exceed $ *
         provided that each such acquisition shall be subject to:  (a)
         Consolidated Net Income having been positive for the two most
         recently completed fiscal quarters of the Borrower for which financial
         statements shall have been delivered pursuant to subsection 7.1; (b)
         delivery by the Borrower to each Lender of a certificate showing
         compliance with the provisions of subsections 8.1, 8.7 and 8.9 after
         giving pro-forma effect to such acquisition as of the date of the
         Borrower's most recently available quarterly consolidated financial
         statements; (c) the acquired Person or business unit are engaged in
         the same general line of business as the Borrower and its Subsidiaries
         as of the Closing Date; (d) the Agent having received at least 15
         Business Days notice of Borrower's intention to make such acquisition;
         (e) the Required Lenders having granted their approval thereof (which
         approval shall not be unreasonably withheld) and (f) any Loans to
         finance such acquisition being in compliance with Regulation U;

         *      OMITTED PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE
                ACT OF 1934, AS AMENDED, AND FILED
<PAGE>   50
                                                                            50

                SEPARATELY WITH THE COMMISSION IN A REQUEST FOR CONFIDENTIAL 
                TREATMENT


                 (d)  loans to employees, officers and directors in connection
         with and within the scope of stock option or incentive award plans;
         and

                 (e)  loans and advances to employees of the Borrower or its
         Subsidiaries for travel, entertainment and relocation expenses in the
         ordinary course of business in an aggregate amount for the Borrower
         and its Subsidiaries not to exceed $125,000 at any one time
         outstanding;

                 (f)  loans and investments by the Borrower to and in its
         Subsidiaries (other than SV) and loans and investments by any
         Subsidiary in the Borrower and any other Subsidiaries (other than SV);

                 (g)  investments in preferred stock in accordance with the
         investment policy guidelines attached hereto on Schedule 8.10, the
         aggregate cost of which does not at any time exceed $3,000,000;and

                 (h) the intercompany loans from SV to the Borrower outstanding
         at any time the aggregate principal amount of $10,000,000; provided,
         that such loan will be repaid in full by the Borrower and the
         commitment thereunder will be terminated on or before March 31, 1996.
                 
                 8.11  Limitation on Transactions with Affiliates.  Enter into
any transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Agreement, (b) in the
ordinary course of the Borrower's or such Subsidiary's business and (c) upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary,
as the case may be, than it would obtain in a comparable arm's length
transaction with a Person which is not an Affiliate.

                 8.12  Limitation on Changes in Fiscal Year.  Permit the fiscal
year of the Borrower to end on a day other than December 31.

                 8.13  Limitation on Negative Pledge Clauses.  Enter into with
any Person any agreement, other than (a) this Agreement, and (b) any industrial
revenue bonds, purchase money mortgages or Financing Leases permitted by this
Agreement (in which cases, any prohibition or limitation shall only be
effective against the assets financed thereby), which prohibits or limits 

<PAGE>   51
                                                                            51

the ability of the Borrower or any of its Subsidiaries to create, incur, assume 
or suffer to exist any Lien upon any of its property, assets or revenues, 
whether now owned or hereafter acquired.

                 8.14  Limitation on Lines of Business.  Enter into any
business, either directly or through any Subsidiary, except for those
businesses in which the Borrower and its Subsidiaries are engaged on the date
of this Agreement or which are directly related thereto.


                         SECTION 9.  EVENTS OF DEFAULT

                 If any of the following events shall occur and be continuing:

                 (a)  The Borrower shall fail to pay any principal of any Loan
         or Reimbursement Obligation when due in accordance with the terms
         thereof or hereof; or the Borrower shall fail to pay any interest on
         any Loan, or any other amount payable hereunder, within five days
         after any such interest or other amount becomes due in accordance with
         the terms thereof or hereof; or

                 (b)  Any representation or warranty made or deemed made by the
         Borrower or any other Loan Party herein or in any other Loan Document
         or which is contained in any certificate, document or financial or
         other statement furnished by it at any time under or in connection
         with this Agreement or any such other Loan Document shall prove to
         have been incorrect in any material respect on or as of the date made
         or deemed made; or

                 (c)  The Borrower or any other Loan Party shall default in the
         observance or performance of any agreement contained in Section 8,
         Section 5 of the Assignment of Life Insurance and Sections 5.6, 5.8(b)
         and 5.9(a) of the Global Security Agreement; or

                 (d)  The Borrower or any other Loan Party shall default in the
         observance or performance of any other agreement contained in this
         Agreement or any other Loan Document (other than as provided in
         paragraphs (a) through (c) of this Section), and such default shall
         continue unremedied for a period of 30 days; or

                 (e)  The Borrower or any of its Subsidiaries shall (i) default
         in any payment of principal of or interest of any Indebtedness (other
         than the Loans) or in the payment of any Guarantee Obligation, beyond
         the period of grace (not to exceed 30 days), if any, provided in the
         instrument or agreement under which such Indebtedness or Guarantee
         Obligation was created, if the aggregate amount of the Indebtedness
         and/or Guarantee Obligations in respect of which such default or
         defaults shall have occurred is at least $500,000; or (ii) default in
         the observance or performance of any other agreement or condition
         relating to any such Indebtedness or Guarantee Obligation or contained
         in any 
         
<PAGE>   52
                                                                            52
         
         instrument or agreement evidencing, securing or relating thereto, or 
         any other event shall occur or condition exist, the effect of which 
         default or other event or condition is to cause, or to permit the 
         holder or holders of such Indebtedness or beneficiary or beneficiaries 
         of such Guarantee Obligation (or a trustee or agent on behalf of such 
         holder or holders or beneficiary or beneficiaries) to cause, with the 
         giving of notice if required, such Indebtedness to become due prior 
         to its stated maturity or such Guarantee Obligation to become payable; 
         or

                 (f)  (i) The Borrower or any of its Subsidiaries shall
         commence any case, proceeding or other action (A) under any existing
         or future law of any jurisdiction, domestic or foreign, relating to
         bankruptcy, insolvency, reorganization or relief of debtors, seeking
         to have an order for relief entered with respect to it, or seeking to
         adjudicate it a bankrupt or insolvent, or seeking reorganization,
         arrangement, adjustment, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (B)
         seeking appointment of a receiver, trustee, custodian, conservator or
         other similar official for it or for all or any substantial part of
         its assets, or the Borrower or any of its Subsidiaries shall make a
         general assignment for the benefit of its creditors; or (ii) there
         shall be commenced against the Borrower or any of its Subsidiaries any
         case, proceeding or other action of a nature referred to in clause (i)
         above which (A) results in the entry of an order for relief or any
         such adjudication or appointment or (B) remains undismissed,
         undischarged or unbonded for a period of 60 days; or (iii) there shall
         be commenced against the Borrower or any of its Subsidiaries any case,
         proceeding or other action seeking issuance of a warrant of
         attachment, execution, distraint or similar process against all or any
         substantial part of its assets which results in the entry of an order
         for any such relief which shall not have been vacated, discharged, or
         stayed or bonded pending appeal within 60 days from the entry thereof;
         or (iv) the Borrower or any of its Subsidiaries shall take any action
         in furtherance of, or indicating its consent to, approval of, or
         acquiescence in, any of the acts set forth in clause (i), (ii), or
         (iii) above; or (v) the Borrower or any of its Subsidiaries shall
         generally not, or shall be unable to, or shall admit in writing its
         inability to, pay its debts as they become due; or

                 (g)  (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of
         the Code) involving any Plan, (ii) any "accumulated funding
         deficiency" (as defined in Section 302 of ERISA), whether or not
         waived, shall exist with respect to any Plan or any Lien in favor of
         the PBGC or a Plan shall arise on the assets of the Borrower or any
         Commonly Controlled Entity, (iii) a Reportable Event shall occur with
         respect to, or proceedings shall commence to have a trustee appointed,
         or a trustee shall be appointed, to administer or to terminate, any
         Single Employer Plan, which Reportable Event or commencement of
         proceedings or appointment of a trustee is, in the reasonable opinion
         of the Required Lenders, likely to result in the termination of such
         Plan for purposes of Title IV of ERISA, (iv) any Single 
         
<PAGE>   53
                                                                            53

         Employer Plan shall terminate for purposes of Title IV of ERISA, (v) 
         the Borrower or any Commonly Controlled Entity shall, or in the 
         reasonable opinion of the Required Lenders is likely to, incur any 
         liability in connection with a withdrawal from, or the Insolvency or 
         Reorganization of, a Multiemployer Plan or (vi) any other event or 
         condition shall occur or exist with respect to a Plan; and in each 
         case in clauses (i) through (vi) above, such event or condition, 
         together with all other such events or conditions, if any, could 
         reasonably be expected to have a Material Adverse Effect; or

                 (h)  One or more judgments or decrees shall be entered against
         the Borrower or any of its Subsidiaries involving in the aggregate a
         liability (not paid or fully covered by insurance) of $500,000 or
         more, and all such judgments or decrees shall not have been vacated,
         discharged, stayed or bonded pending appeal within 60 days from the
         entry thereof; or

                 (i)  (i) Any of the Security Documents shall cease, for any
         reason, to be in full force and effect, or the Borrower or any other
         Loan Party which is a party to any of the Security Documents shall so
         assert or (ii) the Lien created by any of the Security Documents shall
         cease to be enforceable and of the same effect and priority purported
         to be created thereby; or

                 (j) (i) Any Person or two or more Persons acting in concert
         shall have acquired beneficial ownership (within the meaning of the
         Rule 13d-3 under the Securities Exchange Act of 1934), directly or
         indirectly, of securities of the Borrower representing 20% or more of
         the combined voting power of all securities of the Borrower entitled
         to vote in the election of directors, other than securities having
         such power only by reason of the happening of a contingency (other
         than Richard C. Blum Associates, Inc. and its Affiliates); or (ii)
         during any period of up to 12 consecutive months, commencing before or
         after the date of this Agreement, individuals who at the beginning of
         such 12-month period were directors of the Borrower shall cease for
         any reason to constitute a majority of the Board of Directors; or
         (iii) any Person or two or more Persons acting in concert shall have
         acquired by contract or otherwise, or shall have entered into a
         contract or arrangement which upon consummation shall result in its or
         their acquisition of or control over, securities of the Borrower
         representing 20% or more of the combined voting power or all
         securities of the Borrower entitled to vote in the election of the
         directors, other than securities having such power only by reason of
         the happening of a contingency;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement (including without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have 

<PAGE>   54
                                                                            54

presented the documents required thereunder) shall immediately become due and 
payable, and (B) if such event is any other Event of Default, either or both 
of the following actions may be taken:  (i) with the consent of the Required 
Lenders, the Agent may, or upon the request of the Required Lenders, the Agent 
shall, by notice to the Borrower declare the Commitments to be terminated 
forthwith, whereupon the Commitments shall immediately terminate; and (ii) 
with the consent of the Required Lenders, the Agent may, or upon the request 
of the Required Lenders, the Agent shall, by notice to the Borrower, declare 
the Loans hereunder (with accrued interest thereon) and all other amounts 
owing under this Agreement (including without limitation, all amounts of L/C 
Obligations, whether or not the beneficiaries of the then outstanding Letters 
of Credit shall have presented the documents required thereunder) to be due 
and payable forthwith, whereupon the same shall immediately become due and 
payable.

                 With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding paragraph, the Borrower shall at such time deposit in
a cash collateral account opened by the Agent an amount equal to the aggregate
then undrawn and unexpired amount of such Letters of Credit.  The Borrower
hereby grants to the Agent, for the benefit of the Issuing Bank and the L/C
Participants, a security interest in such cash collateral to secure all
obligations of the Borrower under this Agreement and the other Loan Documents.
Amounts held in such cash collateral account shall be applied by the Agent to
the payment of drafts drawn under such Letters of Credit, and the unused
portion thereof after all such Letters of Credit shall have expired or been
fully drawn upon, if any, shall be applied to repay other obligations of the
Borrower hereunder and under the Notes.  After all such Letters of Credit shall
have expired or been fully drawn upon, all Reimbursement Obligations shall have
been satisfied and all other obligations of the Borrower hereunder and under
the Notes shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Borrower.  The Borrower shall
execute and deliver to the Agent, for the account of the Issuing Bank and the
L/C Participants, such further documents and instruments as the Agentmay
request to evidence the creation and perfection of the within security interest
in such cash collateral account.

                 Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived.


                             SECTION 10.  THE AGENT

                 10.1  Appointment.  Each Lender hereby irrevocably designates
and appoints the Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes the Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of this


<PAGE>   55
                                                                            55


Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto.   Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.

                 10.2  Delegation of Duties.  The Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

                 10.3  Exculpatory Provisions.  Neither the Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Loan
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower or any
officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided
for in, or received by the Agent under or in connection with, this Agreement or
any other Loan Document or for the value,validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower to perform its obligations hereunder or
thereunder.  The Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.

                 10.4  Reliance by Agent.  The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any Note, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrower), independent accountants and other
experts selected by the Agent.  The Agent may deem and treat the payee of any
Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Agent.  The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.  The Agent shall in all cases
be fully protected 

<PAGE>   56
                                                                            56

in acting, or in refraining from acting, under this Agreement and the other 
Loan Documents in accordance with a request of the Required Lenders, and such 
request and any action taken or failure to act pursuant thereto shall be 
binding upon all the Lenders and all future holders of the Loans.

                 10.5  Notice of Default.  The Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default".  In the event that the Agent
receives such a notice, the Agent shall give notice thereof to the Lenders.
The Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Lenders; provided that
unless and until the Agent shall have received such directions, the Agent may
(but shall not be obligated to) take such action, or refrain from taking
suchaction, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.

                 10.6  Non-Reliance on Agent and Other Lenders.  Each Lender
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereinafter
taken, including any review of the affairs of the Borrower, shall be deemed to
constitute any representation or warranty by the Agent to any Lender.  Each
Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement.  Each Lender also represents that it
will, independently and without reliance upon the Agent or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower.  Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Borrower which may come into the possession of the
Agent or any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates.

                 10.7  Indemnification.  The Lenders agree to indemnify the
Agent in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
their respective Commitment Percentages in effect 

<PAGE>   57
                                                                            57

on the date on which indemnification is sought (or, if indemnification is 
sought after the date upon which the Commitments shall have terminated and 
the Loans shall have been paid in full, ratably in accordance with their 
Commitment Percentages immediately prior to such date), from and against any 
and all liabilities, obligations, losses, damages, penalties, actions, 
judgments, suits, costs, expenses or disbursements of any kind whatsoever 
which may at any time (including, without limitation, at any time following 
the paymentof the Loans) be imposed on, incurred by or asserted against the 
Agent in any way relating to or arising out of, the Commitments, this 
Agreement, any of the other Loan Documents or any documents contemplated by 
or referred to herein or therein or the transactions contemplated hereby or 
thereby or any action taken or omitted by the Agent under or in connection 
with any of the foregoing; provided that no Lender shall be liable for the 
payment of any portion of such liabilities, obligations, losses, damages, 
penalties, actions, judgments, suits, costs, expenses or disbursements 
resulting solely from the Agent's gross negligence or willful misconduct.  The 
agreements in this subsection shall survive the payment of the Loans and all 
other amounts payable hereunder.

                 10.8  Agent in Its Individual Capacity.  The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Borrower as though the Agent were not the Agent
hereunder and under the other Loan Documents.  With respect to the Loans made
by it, the Agent shall have the same rights and powers under this Agreement and
the other Loan Documents as any Lender and may exercise the same as though it
were not the Agent, and the terms "Lender" and "Lenders" shall include the
Agent in its individual capacity.

                 10.9  Successor Agent.  The Agent may resign as Agent upon 10
days' notice to the Lenders.  If the Agent shall resign as Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall be approved by the Borrower, whereupon such successor agent shall succeed
to the rights, powers and duties of the Agent, and the term "Agent" shall mean
such successor agent effective upon such appointment and approval, and the
former Agent's rights, powers and duties as Agent shall be terminated, without
any other or further act or deed on the part of such former Agent or any of the
parties to this Agreement or any holders of the Loans.  After any retiring
Agent's resignation as Agent, the provisions of this Section 10 shall inure to
its benefit as to any actions taken  or omitted to be taken by it while it was
Agent under this Agreement and the other Loan Documents.

                 10.10  Intercreditor Agreement, Intercreditor Pledge and
Collateral Agent.  Each Lender hereby authorizes the Agent to enter into the
Intercreditor Agreement on behalf of and for the benefit of that Lender.  Each
Lender hereby acknowledges and consents to and agrees to be bound by the terms
of the Intercreditor Agreement and hereby authorizes and empowers the Agent to
take all actions under, and to act on behalf of and forthe benefit of that
Lender for all purposes under, the Intercreditor Agreement.  Each Lender hereby
authorizes the Collateral 

<PAGE>   58
                                                                            58

Agent to enter into the Intercreditor Pledge Agreement and acknowledges and 
consents to the Intercreditor Pledge Agreement and agrees to be bound thereby 
and hereby authorizes and empowers the Collateral Agent to act on behalf of 
and for the benefit of that Lender for all purposes under the Intercreditor 
Pledge Agreement; provided, however that the Agent shall not enter into or 
consent to any amendment, modification, or waiver of any provisions contained 
in the Intercreditor Agreement without the prior consent of the Lenders.  
Each Lender agrees that no Lender shall have any right individually to realize 
on the security granted by the Intercreditor Pledge Agreement, it being 
understood and agreed that such rights and remedies may be exercised by the 
Collateral Agent for the benefit of the Banks and Agent and the parties to 
the Intercreditor agreement upon the terms of the Intercreditor Pledge 
Agreement and the Intercreditor Agreement.

                           SECTION 11.  MISCELLANEOUS

                 11.1  Amendments and Waivers.  Neither this Agreement nor any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Agent may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding any provisions to this Agreement
or the other Loan Documents or changing in any manner the rights of the Lenders
or of the Borrower hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders or the Agent, as the case may be, may
specify in such instrument, any of the requirements of this Agreement or the
other Loan Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (i) reduce the amount or extend the scheduled date of
maturity of any Loan or of any installment thereof, or reduce the stated rate
of any interest or fee payable hereunder or extend the scheduled date of any
payment thereof or increase the amount or extend the expiration date of any
Lender's Commitment, in each case without the consent of each Lender affected
thereby, or (ii) amend, modify or waive any provision of this subsection or
reduce the percentage specified in the definition of Required Lenders or
Majority Lenders, or consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement and the other Loan
Documents or release all or substantially all of theCollateral, in each case
without the written consent of all the Lenders, or (iii) amend, modify or waive
any provision of Section 10 without the written consent of the then Agent.  Any
such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Borrower, the
Lenders, the Agent and all future holders of the Loans.  In the case of any
waiver, the Borrower, the Lenders and the Agent shall be restored to their
former positions and rights hereunder and under the other Loan Documents, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.
<PAGE>   59
                                                                            59

                 11.2  Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three days after being
deposited in the mails, postage prepaid, or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been confirmed, addressed as
follows in the case of the Borrower and the Agent, and as set forth in Schedule
I in the case of the other parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto:

    The Borrower:       National Education Corporation
                        18400 Von Karman Avenue
                        Irvine, California  92715-1594
                        Attention:  Keith Ogata, Vice President, CFO & Treasurer
                        Fax:  (714) 474-9488

    The Agent:          BZW Division of Barclays Bank PLC
                        222 Broadway
                        New York, New York  10038
                        Attention:  John Giannone, Director
                        Fax:  (212) 412-7511

provided that any notice, request or demand to or upon the Agent or the Lenders
pursuant to subsection 2.2, 2.3, 2.5, 4.2 or 4.6 shall not be effective until
received.

                 11.3  No Waiver; Cumulative Remedies.  No failure to exercise
and no delay in exercising, on the part of the Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof;nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

                 11.4  Survival of Representations and Warranties.  All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.

                 11.5  Payment of Expenses and Taxes.  The Borrower agrees (a)
to pay or reimburse the Agent for all its out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection 

<PAGE>   60
                                                                            60

herewith or therewith, and the consummation and administration of the 
transactions contemplated hereby and thereby, including, without limitation, 
the reasonable fees and disbursements of counsel to the Agent, (b) to pay or 
reimburse each Lender and the Agent for all its costs and expenses incurred 
in connection with the enforcement or preservation of any rights under this 
Agreement, the other Loan Documents and any such other documents, including, 
without limitation, the fees and disbursements of counsel (including the 
allocated fees and expenses of in-house counsel) to each Lender and of counsel 
to the Agent, (c) to pay, indemnify, and hold each Lender and the Agent 
harmless from, any and all recording and filing fees and any and all 
liabilities with respect to, or resulting from any delay in paying, stamp, 
excise and other taxes, if any, which may be payable or determined to be 
payable in connection with the execution and delivery of, or consummation or 
administration of any of the transactions contemplated by, or any amendment, 
supplement or modification of, or any waiver or consent under or in respect 
of, this Agreement, the other Loan Documents and any such other documents, 
and (d) to pay, indemnify, and hold each Lender and the Agent harmless from 
and against any and all other liabilities, obligations, losses, damages, 
penalties, actions, judgments, suits, costs, expenses or disbursements of 
any kind or nature whatsoever with respect to the execution, delivery, 
enforcement, performance and administration of this Agreement, the other 
Loan Documents and any such other documents, including, without limitation, 
any of the foregoing relating to the violation of, noncompliance with or 
liability under, anyEnvironmental Law applicable to the operations of the 
Borrower, any of its Subsidiaries or any of the Properties (all the foregoing 
in this clause (d), collectively, the "indemnified liabilities"), provided, 
that the Borrower shall have no obligation hereunder to the Agent or any Lender 
with respect to indemnified liabilities arising from (i) the gross negligence 
or willful misconduct of the Agent or any such Lender or (ii) legal proceedings 
commenced against the Agent or any such Lender by any security holder or 
creditor thereof arising out of and based upon rights afforded any such 
security holder or creditor solely in its capacity as such.  The agreements 
in this subsection shall survive repayment of the Loans and all other amounts 
payable hereunder.

                 11.6  Successors and Assigns; Participations and Assignments.
(a)  This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Agent and their respective successors and assigns,
except that the Borrower may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

                 (b)  Any Lender may, in the ordinary course of its commercial
banking 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 Commitment of such Lender or any other interest
of such Lender hereunder and under the other Loan Documents.  In the event of
any such sale by a Lender of a participating interest to a Participant, such
Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Loan for all purposes under this Agreement and the other Loan Documents, and
the Borrower and the Agent shall continue to deal solely and 


<PAGE>   61
                                                                            61


directly with such Lender in connection with such Lender's rights and 
obligations under this Agreement and the other Loan Documents.  The Borrower 
agrees that if amounts outstanding under this Agreement are due or unpaid, or 
shall have been declared or shall have become due and payable upon the 
occurrence of an Event of Default, each Participant shall, to the maximum 
extent permitted by applicable law, be deemed to have the right of setoff in 
respect of its participating interest in amounts owing under this Agreement 
to the same extent as if the amount of its participating interest were owing 
directly to it as a Lender under this Agreement, provided that, in purchasing 
such participating interest, such Participant shall be deemed to have agreed 
to share with the Lenders the proceeds thereof as provided in subsection 
11.7(a) as fully as if it were a Lender hereunder.  The Borrower also agrees 
that each Participant shall been titled to the benefits of subsections 4.9, 
4.10, 4.11 with respect to its participation in the Commitments and the Loans 
outstanding from time to time as if it was a Lender; provided that, in the 
case of subsection 4.10, such Participant shall have complied with the 
requirements of said subsection and provided, further, that no Participant 
shall be entitled to receive any greater amount pursuant to any such 
subsection than the transferor Lender would have been entitled to receive in 
respect of the amount of the participation transferred by such transferor 
Lender to such Participant had no such transfer occurred.

                 (c)  Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time and from
time to time assign to any Lender or any affiliate thereof or, with the consent
of the Borrower and the Agent (which in each case shall not be unreasonably
withheld), to an additional bank or financial institution ("an Assignee") all
or any part of its rights and obligations under this Agreement and the other
Loan Documents pursuant to an Assignment and Acceptance, substantially in the
form of Exhibit J, executed by such Assignee, such assigning Lender (and, in
the case of an Assignee that is not then a Lender or an affiliate thereof, by
the Borrower and the Agent) and delivered to the Agent for its acceptance and
recording in the Register, provided that, in the case of any such assignment to
an additional bank or financial institution, the sum of the aggregate principal
amount of the Loans, the aggregate amount of the L/C Obligations and the
aggregate amount of the Available Commitment being assigned and, if such
assignment is of less than all of the rights and obligations of the assigning
Lender, the sum of the aggregate principal amount of the Loans, the aggregate
amount of the L/C Obligations and the aggregate amount of the Available
Commitment remaining with the assigning Lender are each not less than 10% of
the aggregate principal amount of the Loans, the aggregate amount of the L/C
Obligations and the aggregate amount of the Available Commitment of all the
Lenders then outstanding (or such lesser amount as may be agreed to by the
Borrower and the Agent).  Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder with a Commitment as set forth therein,
and (y) the assigning Lender thereunder shall, to the extent provided in such 
Assignment and Acceptance, be released from its obligations under this 
Agreement (and, in the case of an Assignment and Acceptance covering all or 
the remaining portion of an assigning Lender's rights and obligations under 
this Agreement, such 

<PAGE>   62
                                                                          62
assigning Lender shall cease to be a party hereto). Notwithstanding any 
provision of this paragraph (c) and paragraph (e) of this subsection, the 
consent of the Borrower shall not be required, and, unless requested by the 
Assignee and/or the assigning Lender, new Notes shall not be required to be 
executed and delivered by the Borrower, for any assignment which occurs at 
any time when any of the events described in Section 9(f) shall have occurred 
and be continuing.

                 (d)  The Agent, on behalf of the Borrower, shall maintain at
the address of the Agent referred to in subsection 11.2 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitment
of, and principal amount of the Loans owing to, each Lender from time to time.
The entries in the Register shall be conclusive, in the absence of manifest
error, and the Borrower, the Agent and the Lenders may (and, in the case of any
Loan or other obligation hereunder not evidenced by a Note, shall) treat each
Person whose name is recorded in the Register as the owner of a Loan or other
obligation hereunder as the owner thereof for all purposes of this Agreement
and the other Loan Documents, notwithstanding any notice to the contrary.  Any
assignment of any Loan or other obligation hereunder not evidenced by a Note
shall be effective only upon appropriate entries with respect thereto being
made in the Register.  The Register shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

                 (e)  Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof, by the Borrower and the Agent)
together with payment to the Agent of a registration and processing fee of
$3,000, the Agent shall (i) promptly accept such Assignment and Acceptance and
(ii) on the effective date determined pursuant thereto record the information
contained therein in the Register and give notice of such acceptance and
recordation to the Lenders and the Borrower.

                 (f)  The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning the
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of the Borrower pursuant to this Agreement or which has been delivered
to such Lender by or on behalf of the Borrower in connection with such Lender's
credit evaluation of the Borrower and its Affiliates prior to becoming a party
to this Agreement.

                 (g)  For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.
<PAGE>   63
                                                                            63

                 11.7  Adjustments; Set-off.  (a)  If any Lender (a "benefitted
Lender") shall at any time receive any payment of all or part of its Loans, or
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 9(f), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of such other Lender's Loans or the Reimbursement Obligations owing to
it, or interest thereon, such benefitted Lender shall purchase for cash from
the other Lenders a participating interest in such portion of each such other
Lender's Loan or the Reimbursement Obligations owing to it, or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

                 (b)  In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower.  Each Lender
agrees promptly to notify the Borrower and the Agent after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

                 11.8  Counterparts.  This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  A set of
the copies of this Agreement signed by all the parties shall be lodged with the
Borrower and the Agent.

                 11.9  Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                 11.10  Integration.  This Agreement and the other Loan
Documents represent the agreement of the Borrower, the Agent and the Lenders
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Agent or any 


<PAGE>   64
                                                                            64


Lender relative to subject matter hereof not expressly set forth or referred 
to herein or in the other Loan Documents.

                 11.11  GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                 11.12  Submission To Jurisdiction; Waivers.  The Borrower
hereby irrevocably and unconditionally:

                 (a)  submits for itself and its property in any legal action
         or proceeding relating to this Agreement and the other Loan Documents
         to which it is a party, or for recognition and enforcement of any
         judgement in respect thereof, to the non-exclusive general
         jurisdiction of the Courts of the State of New York, the courts of the
         United States of America for the Southern District of New York, and
         appellate courts from any thereof;

                 (b)  consents that any such action or proceeding may be
         brought in such courts and waives any objection that it may now or
         hereafter have to the venue of any such action or proceeding in any
         such court or that such action or proceeding was brought in an
         inconvenient court and agrees not to plead or claim the same;

                 (c)  agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to the Borrower at its address set forth in subsection 11.2
         or at such other address of which the Agent shall have been notified
         pursuant thereto;

                 (d)  agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or
         shall limit the right to sue in any other jurisdiction; and

                 (e)  waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or
         proceeding referred to in this subsection any special, exemplary,
         punitive or consequential damages.

                 11.13  Acknowledgements.  The Borrower hereby acknowledges
that:

                 (a)  it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;
<PAGE>   65
                                                                            65

                 (b)  neither the Agent nor any Lender has any fiduciary
         relationship with or duty to the Borrower arising out of or in
         connection with this Agreement or any of the other Loan Documents, and
         the relationship between Agent and Lenders, on one hand, and the
         Borrower, on the other hand, in connection herewith or therewith is
         solely that of debtor and creditor; and

                 (c)  no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among the Borrower and the
         Lenders.

                 11.14  WAIVERS OF JURY TRIAL.  THE BORROWER, THE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.
<PAGE>   66
                                                                            66

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

                                        NATIONAL EDUCATION CORPORATION


                                        By: 
                                           ---------------------------------
                                           Title:


                                        BZW DIVISION OF BARCLAYS BANK PLC
                                          as Agent and as a Lender


                                        By:
                                           ---------------------------------
                                           Title: