<PAGE>   1
                                   EXHIBIT 4.1

                           CREDIT FACILITIES AGREEMENT

                                      AMONG

                              BANK OF AMERICA, N.A.
                             AS ADMINISTRATIVE AGENT

                                       AND

                             BANK OF AMERICA, N.A.,
                   AS A LENDER AND THE LETTER OF CREDIT ISSUER
                                       AND
                                THE OTHER LENDERS
                                AS DEFINED HEREIN

                                       AND

                             YOUNG INNOVATIONS, INC.
                                   AS BORROWER







                           DATED AS OF MARCH 20, 2001


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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
1.    Effective Date..............................................................................................1
2.    Definitions and Rules of Construction.......................................................................1
   2.1.    Listed Definitions.....................................................................................1
   2.2.    Other Definitions......................................................................................1
   2.3.    References to Covered Person...........................................................................1
   2.4.    References to Required Lenders.........................................................................1
   2.5.    Accounting Terms.......................................................................................1
   2.6.    Changes in Accounting Principles.......................................................................1
   2.7.    Meaning of Satisfactory................................................................................2
   2.8.    Computation of Time Periods............................................................................2
   2.9.    General................................................................................................2
3.    Lenders' Commitments........................................................................................2
   3.1.    Revolving Loan Commitments.............................................................................2
      3.1.1.  Aggregate Amount; Reductions........................................................................2
      3.1.2.  Limitation on Revolving Loan Advances...............................................................3
      3.1.3.  Revolving Notes.....................................................................................3
   3.2.    Swingline Commitment...................................................................................3
      3.2.1.  Swingline Advances..................................................................................3
      3.2.2.  Limitations on Swingline Advances...................................................................4
      3.2.3.  Swingline Note......................................................................................4
      3.2.4.  Swingline Documents.................................................................................4
      3.2.5.  Swingline Loan......................................................................................4
   3.3.    Letter of Credit Commitment............................................................................4
4.    Interest....................................................................................................5
   4.1.    Interest on Draws on Letters of Credit.................................................................5
   4.2.    Interest on the Swingline Loan.........................................................................5
   4.3.    Interest on Aggregate Revolving Loan...................................................................5
   4.4.    Adjusted Base Rate.....................................................................................5
   4.5.    Adjusted Eurodollar Rate...............................................................................5
   4.6.    Conversion of Loans....................................................................................5
   4.7.    Interest Periods for Eurodollar Loans..................................................................6
   4.8.    Time of Accrual........................................................................................6
   4.9.    Computation............................................................................................6
   4.10.   Rate After Maturity....................................................................................6
5.    Fees........................................................................................................6
   5.1.    Revolving Loan Commitment Fee..........................................................................6
   5.2.    Standby Letter of Credit Fee...........................................................................7
   5.3.    Commercial Letter of Credit Fee........................................................................7
   5.4.    Letter of Credit Fronting Fee..........................................................................7
   5.5.    Other Letter of Credit Fees............................................................................7
   5.6.    Calculation of Fees....................................................................................7
6.    Payments....................................................................................................7
   6.1.    Scheduled Payments on Aggregate Revolving Loan and Swingline Loan......................................7
      6.1.1.  Interest............................................................................................7
      6.1.2.  Principal; Maturity.................................................................................8
   6.2.    Prepayments............................................................................................8
      6.2.1.  Voluntary Prepayments...............................................................................8
      6.2.2.  Mandatory Prepayments When Over-Advances Exist......................................................8
</TABLE>


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<TABLE>
<S>                                                                                                              <C>
   6.3.    Reimbursement Obligations of Borrower..................................................................9
   6.4.    Manner of Payments and Timing of Application of Payments...............................................9
      6.4.1.  Payment Requirement.................................................................................9
      6.4.2.  Application of Payments and Proceeds................................................................9
      6.4.3.  Interest Calculation................................................................................9
   6.5.    Returned Instruments..................................................................................10
   6.6.    Compelled Return of Payments or Proceeds..............................................................10
   6.7.    Due Dates Not on Business Days........................................................................10
7.    Procedure for Obtaining Advances and Letters of Credit.....................................................10
   7.1.    Initial Advances......................................................................................10
   7.2.    Subsequent Revolving Loan Advances....................................................................10
   7.3.    Swingline Advances....................................................................................10
   7.4.    Repayment of the Swingline Loan.......................................................................11
   7.5.    Administrative Agent's Right to Make Other Revolving Loan Advances -- Payment of Loan Obligations.....11
   7.6.    Letters of Credit.....................................................................................12
   7.7.    Fundings..............................................................................................12
      7.7.1.  Revolving Loan Advances............................................................................12
      7.7.2.  Draws on Letters of Credit.........................................................................12
      7.7.3.  All Fundings Ratable...............................................................................12
   7.8.    Administrative Agent's Availability Assumptions.......................................................13
   7.9.    Disbursement..........................................................................................13
   7.10.   Restrictions on Advances..............................................................................13
   7.11.   Restriction on Number of Eurodollar Loans.............................................................14
   7.12.   Each Advance Request and Letter of Credit Request a Certification.....................................14
   7.13.   Requirements for Every Advance Request................................................................14
   7.14.   Requirements for Every Letter of Credit Request.......................................................14
   7.15.   Exoneration of Administrative Agent and Lenders.......................................................14
8.    Guaranties.................................................................................................15
9.    Conditions of Lending......................................................................................15
   9.1.    Conditions to Initial Advance.........................................................................15
      9.1.1.  Listed Documents and Other Items...................................................................15
      9.1.2.  Financial Condition................................................................................15
      9.1.3.  No Default.........................................................................................15
      9.1.4.  Representations and Warranties.....................................................................15
      9.1.5.  No Material Adverse Change.........................................................................16
      9.1.6.  Pending Material Proceedings.......................................................................16
      9.1.7.  Payment of Fees....................................................................................16
      9.1.8.  Other Items........................................................................................16
   9.2.    Conditions to Subsequent Advances.....................................................................16
      9.2.1.  General Conditions.................................................................................16
      9.2.2.  Representations and Warranties.....................................................................16
      9.2.3.  Pending Material Proceedings.......................................................................16
      9.2.4.  No Default.........................................................................................16
10.      Conditions to Issuance of Letters of Credit.............................................................16
   10.1.   Letter of Credit Application/Reimbursement Agreement..................................................16
   10.2.   No Prohibitions.......................................................................................17
   10.3.   Representations and Warranties........................................................................17
   10.4.   Pending Material Proceedings..........................................................................17
   10.5.   No Default............................................................................................17
   10.6.   Other Conditions......................................................................................17
</TABLE>


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<TABLE>
<S>                                                                                                              <C>
11.      Representations and Warranties..........................................................................17
   11.1.   Organization and Existence............................................................................17
   11.2.   Authorization.........................................................................................17
   11.3.   Due Execution.........................................................................................18
   11.4.   Enforceability of Obligations.........................................................................18
   11.5.   Burdensome Obligations................................................................................18
   11.6.   Legal Restraints......................................................................................18
   11.7.   Labor Contracts and Disputes..........................................................................18
   11.8.   No Material Proceedings...............................................................................18
   11.9.   Material Licenses.....................................................................................18
   11.10.     Compliance with Material Laws......................................................................18
      11.10.1.   General Compliance with Environmental Laws......................................................18
      11.10.2.   Proceedings.....................................................................................19
      11.10.3.   Investigations Regarding Hazardous Materials....................................................19
      11.10.4.   Notices and Reports Regarding Hazardous Materials...............................................19
      11.10.5.   Hazardous Materials on Real Property............................................................19
   11.11.     Other Names........................................................................................19
   11.12.     Financial Statements...............................................................................19
   11.13.     No Change in Condition.............................................................................19
   11.14.     No Defaults........................................................................................20
   11.15.     Investments........................................................................................20
   11.16.     Indebtedness.......................................................................................20
   11.17.     Indirect Obligations...............................................................................20
   11.18.     Operating Leases...................................................................................20
   11.19.     Capital Leases.....................................................................................20
   11.20.     Tax Liabilities; Governmental Charges..............................................................20
   11.21.     Pension Benefit Plans..............................................................................20
      11.21.1.   Prohibited Transactions.........................................................................20
      11.21.2.   Claims..........................................................................................21
      11.21.3.   Reporting and Disclosure Requirements...........................................................21
      11.21.4.   Accumulated Funding Deficiency..................................................................21
      11.21.5.   Multi-employer Plan.............................................................................21
   11.22.     Welfare Benefit Plans..............................................................................21
   11.23.     Retiree Benefits...................................................................................21
   11.24.     Distributions......................................................................................21
   11.25.     State of Property..................................................................................21
   11.26.     Chief Place of Business; Locations of Records and Property; Places of Business.....................22
   11.27.     Subsidiaries and Affiliates........................................................................22
   11.28.     Margin Stock.......................................................................................22
   11.29.     Securities Matters.................................................................................22
   11.30.     Investment Company Act, Etc........................................................................22
   11.31.     No Material Misstatements or Omissions.............................................................22
   11.32.     Broker's Fees......................................................................................23
12.      Modification and Survival of Representations............................................................23
13.      Affirmative Covenants...................................................................................23
   13.1.   Use of Proceeds.......................................................................................23
   13.2.   Corporate Existence...................................................................................23
   13.3.   Maintenance of Property and Leases....................................................................23
   13.4.   Inventory.............................................................................................24
   13.5.   Insurance.............................................................................................24
   13.6.   Payment of Taxes and Other Obligations................................................................24
</TABLE>


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<TABLE>
<S>                                                                                                              <C>
   13.7.   Compliance With Laws..................................................................................24
      13.7.1.    Environmental Laws..............................................................................24
      13.7.2.    Plans...........................................................................................25
   13.8.   Discovery and Clean-Up of Hazardous Material..........................................................25
      13.8.1.    In General......................................................................................25
      13.8.2.    Asbestos Clean-Up...............................................................................25
   13.9.   Notice to Administrative Agent of Material Events.....................................................25
   13.10.     Borrowing Representatives..........................................................................27
   13.11.     Accounting System..................................................................................27
   13.12.     Tracing of Proceeds................................................................................27
   13.13.     Financial Statements...............................................................................28
      13.13.1.   Annual Financial Statements.....................................................................28
      13.13.2.   Quarterly Financial Statements..................................................................28
   13.14.     Other Financial Information........................................................................29
      13.14.1.   Other Reports or Information Concerning Accounts or Inventory...................................29
      13.14.2.   Stockholder and SEC Reports.....................................................................29
   13.15.     Other Information..................................................................................29
   13.16.     Audits by Administrative Agent.....................................................................29
   13.17.     Access to Officers and Auditors....................................................................29
   13.18.     Pro Formas for Permitted Acquisitions..............................................................30
   13.19.     Further Assurances.................................................................................30
14.      Negative Covenants......................................................................................30
   14.1.   Investments...........................................................................................30
   14.2.   Indebtedness..........................................................................................31
   14.3.   Prepayments...........................................................................................31
   14.4.   Indirect Obligations..................................................................................32
   14.5.   Security Interests....................................................................................32
   14.6.   Acquisitions..........................................................................................32
      14.6.1.    Non-hostile Acquisitions; Similar Business Line.................................................33
      14.6.2.    Individual Acquisition Dollar Limitation........................................................33
      14.6.3.    Surviving Company Becomes a Guarantor...........................................................33
      14.6.4.    Due Diligence Materials; Pro Forma Financial Statements; Historical Financial
      Statements; Agreements and Certificates....................................................................33
   14.7.   Distributions.........................................................................................34
   14.8.   Capital Structure; Equity Securities..................................................................34
   14.9.   Change of Business....................................................................................34
   14.10.  Transactions With Affiliates..........................................................................34
   14.11.  Disposal of Property..................................................................................35
   14.12.  Conflicting Agreements................................................................................35
   14.13.  Investment Banking and Finder's Fees..................................................................35
   14.14.  Sale and Leaseback Transactions.......................................................................35
   14.15.  New Subsidiaries......................................................................................35
   14.16.  Fiscal Year...........................................................................................35
   14.17.  Termination of Pension Benefit Plan...................................................................35
   14.18.  Transactions Having a Material Adverse Effect.........................................................35
15.      Financial Covenants.....................................................................................36
   15.1.   Special Definitions...................................................................................36
   15.2.   Maximum Ratio of Total Funded Indebtedness to EBITDA..................................................36
   15.3.   Maximum Ratio of Total Funded Indebtedness to Total Capitalization....................................36
16.      Default.................................................................................................36
   16.1.   Events of Default.....................................................................................36
</TABLE>
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<TABLE>
<S>                                                                                                              <C>
      16.1.1.    Failure to Pay Principal or Interest............................................................36
      16.1.2.    Failure to Pay or Other Amounts Owed to Lenders.................................................37
      16.1.3.    Failure to Pay Amounts Owed to Other Persons....................................................37
      16.1.4.    Representations or Warranties...................................................................37
      16.1.5.    Certain Covenants...............................................................................37
      16.1.6.    Other Covenants.................................................................................37
      16.1.7.    Acceleration of Other Indebtedness..............................................................37
      16.1.8.    Default Under Other Agreements..................................................................37
      16.1.9.    Bankruptcy; Insolvency; Etc.....................................................................37
      16.1.10.   Judgments; Attachment; Settlement; Etc..........................................................38
      16.1.11.   Pension Benefit Plan Termination, Etc...........................................................38
      16.1.12.   Liquidation or Dissolution......................................................................38
      16.1.13.   Seizure of Assets...............................................................................38
      16.1.14.   Loan Documents..................................................................................39
      16.1.15.   Guaranty; Guarantor.............................................................................39
      16.1.16.   Change of Control...............................................................................39
      16.1.17.   Delivery of Post-Closing Items..................................................................39
   16.2.   Cross Default.........................................................................................39
   16.3.   Rights and Remedies...................................................................................40
      16.3.1.    Termination of Commitments......................................................................40
      16.3.2.    Acceleration....................................................................................40
      16.3.3.    Right of Setoff.................................................................................40
      16.3.4.    Miscellaneous...................................................................................41
   16.4.   Application of Funds..................................................................................41
   16.5.   Notice................................................................................................41
17.      Administrative Agent and Lenders........................................................................42
   17.1.   Appointment and Authorization of Administrative Agent.................................................42
   17.2.   Delegation of Duties..................................................................................42
   17.3.   Liability of Administrative Agent.....................................................................42
   17.4.   Reliance by Administrative Agent......................................................................43
   17.5.   Notice of Default.....................................................................................43
   17.6.   Credit Decision; Disclosure of Information by Administrative Agent....................................44
   17.7.   Indemnification of Administrative Agent...............................................................44
   17.8.   Administrative Agent in its Individual Capacity.......................................................44
   17.9.   Successor Administrative Agent........................................................................45
   17.10.  Collections and Distributions to Lenders by Administrative Agent......................................45
18.      Change in Circumstances.................................................................................46
   18.1.   Compensation for Increased Costs and Reduced Returns..................................................46
      18.1.1.    Law Changes or Tax Impositions..................................................................46
      18.1.2.    Capital Adequacy................................................................................46
      18.1.3.    Notice to Borrower..............................................................................47
   18.2.   Market Failure........................................................................................47
   18.3.   Illegality............................................................................................47
   18.4.   Compensation..........................................................................................47
   18.5.   Treatment of Affected Loans...........................................................................48
   18.6.   Taxes.................................................................................................49
      18.6.1.    Gross-Up........................................................................................49
      18.6.2.    Lenders' Undertakings...........................................................................49
      18.6.3.    Survival of Borrower's Obligations..............................................................50
   18.7.   Usury.................................................................................................50
19.      General.................................................................................................51
</TABLE>


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<TABLE>
<S>                                                                                                              <C>
   19.1.   Lenders' Right to Cure................................................................................51
   19.2.   Rights Not Exclusive..................................................................................51
   19.3.   Survival of Agreements................................................................................51
   19.4.   Assignments...........................................................................................51
      19.4.1.    Permitted Assignments...........................................................................51
      19.4.2.    Consequences and Effect of Assignments..........................................................52
      19.4.3.    Agreements Upon Assignment......................................................................52
      19.4.4.    Register........................................................................................52
      19.4.5.    Notice to Borrower of Assignment................................................................53
      19.4.6.    Assignment to Federal Reserve Bank..............................................................53
   19.5.   Sale of Participations................................................................................53
   19.6.   Information...........................................................................................54
   19.7.   Payment of Expenses...................................................................................54
   19.8.   General Indemnity.....................................................................................54
   19.9.   Letters of Credit.....................................................................................55
   19.10.  Loan Records..........................................................................................55
   19.11.  Other Security and Guaranties.........................................................................56
   19.12.  Loan Obligations Payable in Dollars...................................................................56
20.      Miscellaneous...........................................................................................56
   20.1.   Notices...............................................................................................56
   20.2.   Amendments and Modifications; Waivers and Consents....................................................56
   20.3.   Rights Cumulative.....................................................................................57
   20.4.   Successors and Assigns................................................................................57
   20.5.   Severability..........................................................................................57
   20.6.   Counterparts..........................................................................................57
   20.7.   Governing Law; No Third Party Rights..................................................................57
   20.8.   Counterpart Facsimile Execution.......................................................................58
   20.9.   Reproductions as Evidence.............................................................................58
   20.10.  Negotiated Transaction................................................................................58
   20.11.  MANDATORY ARBITRATION.................................................................................58
      20.11.1.   SPECIAL RULES...................................................................................59
      20.11.2.   RESERVATION OF RIGHTS...........................................................................59
      20.11.3.   CONFIDENTIALITY.................................................................................59
   20.12.     CHOICE OF FORUM....................................................................................59
   20.13.     SERVICE OF PROCESS.................................................................................60
   20.14.     WAIVER OF JURY TRIAL...............................................................................60
   20.15.     Incorporation By Reference.........................................................................61
   20.16.     Statutory Notice - Oral Commitments................................................................61
</TABLE>

<PAGE>   8
                           CREDIT FACILITIES AGREEMENT

         In consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Young Innovations,
Inc., a Missouri corporation, (Borrower), Bank of America, N.A., a national
banking association (Bank of America), as Administrative Agent and Letter of
Credit Issuer, and Bank of America and the other lenders listed on Exhibit 3 to
this Agreement, as Lenders, agree as follows:

1. EFFECTIVE DATE. This Agreement is effective as of March 20, 2001.

2. DEFINITIONS AND RULES OF CONSTRUCTION.

          2.1. LISTED DEFINITIONS. Capitalized words defined in the Glossary
          attached hereto as Exhibit 2.1 shall have such defined meanings
          wherever used in this Agreement and the other Loan Documents. The
          inclusion of a defined term in the Glossary that is not used elsewhere
          in this Agreement or in the other Loan Documents shall not affect the
          interpretation or construction of this Agreement or the other Loan
          Documents.

          2.2. OTHER DEFINITIONS. If a capitalized word in this Agreement is not
          defined in the Glossary, it shall have such meaning as defined
          elsewhere herein, or if not defined elsewhere herein, the meaning
          defined in the UCC.

          2.3. REFERENCES TO COVERED PERSON. The words Covered Person, a Covered
          Person, any Covered Person, each Covered Person and every Covered
          Person refer to Borrower and each of its now existing or later
          acquired, created or organized Subsidiaries, separately. The words
          Covered Persons refers to Borrower and its now existing or later
          acquired, created or organized Subsidiaries, collectively.

          2.4. REFERENCES TO REQUIRED LENDERS. The words Required Lenders means
          any one or more Lenders whose shares of Lenders' Exposure at the
          relevant time aggregate at least 51%.

          2.5. ACCOUNTING TERMS. Unless the context otherwise requires,
          accounting terms herein that are not defined herein shall be
          determined under GAAP. All financial measurements contemplated
          hereunder respecting Borrower shall be made and calculated for
          Borrower and all of its now existing or later acquired, created or
          organized Subsidiaries, if any, on a consolidated basis in accordance
          with GAAP unless expressly provided otherwise herein.

          2.6. CHANGES IN ACCOUNTING PRINCIPLES. If any Covered Person, at the
          end of its fiscal year and with the concurrence of its independent
          certified public accountants, changes the method of valuing the
          Inventory of such Covered Person, or if any other changes in
          accounting principles from those used in the preparation of any of the
          Financial Statements are required by or result from the promulgation
          of principles, rules, regulations, guidelines, pronouncements or
          opinions by the Financial Accounting Standards Board or the American
          Institute of Certified Public Accountants (or successors thereto or
          bodies with similar functions), and any of such changes result in a
          change in the method of calculation of, or affect the results of such
          calculation of, any of the financial covenants, standards or terms
          found herein, then the parties hereto agree to enter into and
          diligently pursue negotiations in order to amend such financial
          covenants, standards or terms so as to equitably reflect such changes,
          with the desired result that the criteria for


<PAGE>   9

          evaluating the financial condition and results of operations of such
          Covered Person shall be the same after such changes as if such changes
          had not been made; provided, however, that until such changes are
          made, all financial covenants herein and all the provisions hereof
          which contemplate financial calculation hereunder shall remain in full
          force and effect and compliance therewith shall be determined without
          regard to such changes.

          2.7. MEANING OF SATISFACTORY. Whenever herein a document or matter is
          required to be satisfactory to Administrative Agent or satisfactory to
          Lenders or satisfactory to Required Lenders, unless expressly stated
          otherwise such document must be satisfactory to Administrative Agent,
          Lenders or Required Lenders (as applicable) in both form and
          substance, and unless expressly stated otherwise Administrative Agent,
          Lenders or Required Lenders (as applicable) shall have the reasonable
          discretion to determine whether the document or matter is
          satisfactory.

          2.8. COMPUTATION OF TIME PERIODS. In computing or defining periods of
          time from a specified date to a later specified date, and in computing
          the accrual of interest or fees, the word from shall mean from and
          including and the words to and until shall each mean to but excluding.
          Periods of days referred to in this Agreement shall be counted in
          calendar days unless Business Days are expressly prescribed, and
          references in this Agreement to months and years are to calendar
          months and calendar years unless otherwise specified.

          2.9. GENERAL. Unless the context of this Agreement clearly requires
          otherwise: (i) references to the plural include the singular and vice
          versa; (ii) references to any Person include such Person's successors
          and assigns but, if applicable, only if such successors and assigns
          are permitted by this Agreement; (iii) references to one gender
          include all genders; (iv) including is not limiting; (v) or has the
          inclusive meaning represented by the phrase and/or; (vi) the words
          hereof, herein, hereby, hereunder and similar terms in this Agreement
          refer to this Agreement as a whole, including its Exhibits, and not to
          any particular provision of this Agreement; (vii) the word Section or
          section and Page or page refer to a section or page, respectively, of,
          and the word Exhibit refers to an Exhibit to, this Agreement unless it
          expressly refers to something else; (viii) reference to any agreement,
          document, or instrument (including this Agreement and any other Loan
          Document or other agreement, document or instrument defined herein),
          means such agreement, document, or instrument as amended, modified,
          restated or replaced and in effect from time to time in accordance
          with the terms thereof and, if applicable, the terms hereof, and
          includes all attachments thereto and documents incorporated therein,
          if any; and (ix) general and specific references to any Law means such
          Law as amended, modified, codified or reenacted, in whole or in part,
          and in effect from time to time. Section captions and the Table of
          Contents are for convenience only and shall not affect the
          interpretation or construction of this Agreement or the other Loan
          Documents.

3. LENDERS' COMMITMENTS. Subject to the terms and conditions hereof, and in
reliance upon the Representations and Warranties, Lenders make the following
commitments to Borrower:

          3.1. REVOLVING LOAN COMMITMENTS.

               3.1.1. AGGREGATE AMOUNT; REDUCTIONS. Subject to the limitations
               in Section 3.1.2 and elsewhere herein, each Lender commits to
               make available to Borrower, from the Effective Date to the
               Revolving Loan Maturity Date, such Lender's pro-rata share (as
               listed on Exhibit 3 hereto) of an Aggregate Revolving Loan
               Commitment that is initially $20,000,000, but which may decrease
               from time to time as provided herein, by funding such Lender's
               pro-rata share of Revolving Loan Advances made from time to time
               by Administrative Agent as provided herein. Subject to the
               limitations in Section 3.1.2 and

                                       2
<PAGE>   10

               elsewhere herein, payments and prepayments that are applied to
               reduce the Aggregate Revolving Loan may be re-borrowed through
               Revolving Loan Advances. Borrower may also reduce the amount of
               the Aggregate Revolving Loan Commitment in whole multiples of
               $100,000, at any time and from time to time, but only if (i)
               Borrower gives Administrative Agent written notice (which may be
               mailed, personally delivered or telecopied as provided in Section
               20.1) or telephonic notice (promptly confirmed in writing in the
               manner provided in Section 20.1) of Borrower's intention to make
               such reduction at least two Business Days prior to the effective
               date of the reduction, and (ii) Borrower makes on the effective
               date of the reduction any payment on the Aggregate Revolving Loan
               required under Section 6.2.2 as a consequence of the reduction.
               Any such reduction of the amount of the Aggregate Revolving Loan
               Commitment shall be permanent. Each Lender's initial Revolving
               Loan Commitment is its pro-rata share of the Aggregate Revolving
               Loan Commitment. Upon any reduction of the Aggregate Revolving
               Loan Commitment, each Lender's Revolving Loan Commitment will
               automatically reduce by such Lender's pro-rata share of the
               reduction of the Aggregate Revolving Loan Commitment.

               3.1.2. LIMITATION ON REVOLVING LOAN ADVANCES. No Revolving Loan
               Advance will be made which would result in the Aggregate
               Revolving Loan exceeding the Maximum Available Amount and no
               Revolving Loan Advance will be made on or after the Revolving
               Loan Maturity Date. Lenders may, however, in their absolute
               discretion make such Revolving Loan Advances, but shall not be
               deemed by doing so to have increased the Maximum Available Amount
               and shall not be obligated to make any such Revolving Loan
               Advances thereafter. At any time that there is an Existing
               Default, the Aggregate Revolving Loan Commitment may be canceled
               as provided in Section 16.3. The Maximum Available Amount on any
               date shall be a Dollar amount equal to (i) the amount of the
               Aggregate Revolving Loan Commitment, minus (ii) (a) the Letter of
               Credit Exposure on such date (except to the extent that such
               Revolving Loan Advance will be used immediately to reimburse
               Letter of Credit Issuer for unreimbursed draws on a Letter of
               Credit) and (b) the Swingline Loan (except to the extent that
               such Revolving Loan Advance will be used immediately to repay
               Bank of America for a Swingline Loan).

               3.1.3. REVOLVING NOTES. The obligation of Borrower to repay each
               Lender's Revolving Loan shall be evidenced by a promissory note
               payable to the order of such Lender in a maximum principal amount
               equal to the amount of its Revolving Loan Commitment and
               otherwise in the form attached hereto as Exhibit 3.1.3.

          3.2. SWINGLINE COMMITMENT.

               3.2.1. SWINGLINE ADVANCES. Subject to the limitations in Section
               3.2.2 and elsewhere herein, Bank of America commits to make
               available to Borrower, from the Effective Date to the Revolving
               Loan Maturity Date, a Swingline Commitment that is initially
               $3,000,000, but which may decrease from time to time as provided
               herein, by funding Swingline Advances made from time to time by
               Bank of America as provided herein. Subject to the limitations in
               Section 3.2.2 and elsewhere herein, payments and prepayments that
               are applied to reduce the Swingline Loan may be re-borrowed
               through Swingline Advances. The Swingline Commitment shall
               terminate automatically if the Required Lenders terminate the
               Aggregate Revolving Loan Commitment; Bank of America, in its sole
               discretion, may terminate the foregoing Swingline Commitment at
               any time from and after the occurrence of an Event of Default
               that has not been waived in writing.



                                       3
<PAGE>   11

               3.2.2. LIMITATIONS ON SWINGLINE ADVANCES. No Swingline Advance
               will be made on or after the Revolving Loan Maturity Date, and no
               Swingline Advance will be made which would result in the
               Swingline Loan exceeding the Swingline Maximum Available Amount.
               The Swingline Maximum Available Amount on any date shall be a
               Dollar amount equal to the lesser of (i) $3,000,000, or (ii) an
               amount equal to the Aggregate Revolving Loan Commitment minus the
               sum of the Aggregate Revolving Loan and the Letter of Credit
               Exposure immediately prior to the making of such Swingline
               Advance.

               3.2.3. SWINGLINE NOTE. The obligation of Borrower to repay the
               Swingline Loan shall be evidenced by a promissory note payable to
               the order of Bank of America in a maximum principal amount equal
               to the Swingline Commitment and otherwise in a form satisfactory
               to Bank of America.

               3.2.4. SWINGLINE DOCUMENTS. To the extent that any of the terms
               or provisions of the Swingline Documents are in conflict with the
               terms of this Agreement or the other Loan Documents (other than
               the Swingline Documents), the terms and provisions of this
               Agreement and the other Loan Documents (other than the Swingline
               Documents) shall govern and control in all respects.

               3.2.5. SWINGLINE LOAN. Bank of America shall be permitted to take
               all actions, or omit to take any actions, with respect to the
               Swingline Loan, including, without limitation, acceleration of
               the Swingline Loan, the termination of the Swingline Commitment,
               or imposition of the Default Rate with respect to the Swingline
               Loan in accordance with the terms hereof, the Swingline Documents
               and applicable Law, in each case, without the consent of, or
               notice to, Administrative Agent or any other Lender,
               notwithstanding anything contained herein to the contrary;
               provided, however, that Bank of America may not increase the
               Swingline Commitment or impose the Default Rate on the Swingline
               Loan without the prior consent of the Required Lenders. The
               amount of the Swingline Commitment may be changed at the sole
               discretion of Bank of America (or its assignee) without the
               consent of the other Lenders or Administrative Agent. Bank of
               America will use its reasonable efforts to give notice to the
               other Lenders and the Administrative Agent of any change in the
               amount of the Swingline Commitment, termination of the Swingline
               Commitment or acceleration of the Swingline Loan, but the failure
               to give any such notice, unless intentional, shall not result in
               any liability to Bank of America.

          3.3. LETTER OF CREDIT COMMITMENT. Bank of America commits to issue
          standby letters of credit and commercial (documentary) letters of
          credit for the account of Borrower from time to time from the
          Effective Date to the Revolving Loan Maturity Date, but only if the
          Letter of Credit Exposure will not as a result of such issuance exceed
          the lesser of (i) $2,000,000 and (ii) any excess of the Maximum
          Available Amount over the sum of the Aggregate Revolving Loan. The
          expiration date of any Letter of Credit will be a Business Day that is
          not more than one year after its issuance date and is not later than
          the Revolving Loan Maturity Date. Immediately upon the issuance by
          Letter of Credit Issuer of a Letter of Credit in accordance with the
          terms and conditions of this Agreement, Letter of Credit Issuer shall
          be deemed to have sold and transferred to each other Lender, and such
          other Lender shall be deemed to have purchased and received from
          Letter of Credit Issuer, a pro-rata undivided interest and
          participation in such Letter of Credit, the reimbursement obligation
          of Borrower with respect thereto, and any guaranty thereof or
          collateral therefor. Such other Lender's pro-rata undivided interest
          shall be the same as its pro-rata share of the Aggregate Revolving
          Loan Commitment.



                                       4
<PAGE>   12

4. INTEREST.

          4.1. INTEREST ON DRAWS ON LETTERS OF CREDIT. The unreimbursed amount
          of each draw on a Letter of Credit shall bear interest at a rate per
          annum equal to the Adjusted Base Rate.

          4.2. INTEREST ON THE SWINGLINE LOAN. The entire Swingline Loan shall
          be a Base Rate Loan and shall bear interest at the Adjusted Base Rate.

          4.3. INTEREST ON AGGREGATE REVOLVING LOAN. Except with respect to
          Swingline Advances, Borrower may, as provided in Section 7, designate
          the whole of an Advance or any part of an Advance to be either a Base
          Rate Advance or a Eurodollar Advance; provided, however, during the
          existence of an Existing Default, Borrower may not designate an
          Advance or part of an Advance as a Eurodollar Advance. Each Base Rate
          Advance when made will become a Base Rate Loan, which shall bear
          interest at the Adjusted Base Rate. Each Eurodollar Advance when made
          will become a Eurodollar Loan, which shall bear interest at the
          Adjusted Eurodollar Rate. Borrower may also, as provided herein,
          convert some or all of a Base Rate Loan into a Eurodollar Loan and
          some or all of a Eurodollar Loan into a Base Rate Loan. For each
          Eurodollar Loan, Borrower shall select an Interest Period as provided
          in Section 4.7. A Eurodollar Loan shall bear interest at the Adjusted
          Eurodollar Rate throughout the applicable Interest Period designated
          by Borrower.

          4.4. ADJUSTED BASE RATE. The Adjusted Base Rate for any Base Rate Loan
          shall be the Base Rate plus the Base Rate Increment. The Base Rate
          Increment is zero percent (0%).

          4.5. ADJUSTED EURODOLLAR RATE. The Adjusted Eurodollar Rate for any
          Eurodollar Loan shall be the Eurodollar Rate plus the Eurodollar
          Increment. The Eurodollar Increment is one percent (1.00%).

          4.6. CONVERSION OF LOANS. Borrower may (i) as of any Business Day
          convert some or all of a Base Rate Loan (other than the Swingline
          Loan) to a Eurodollar Loan, or (ii) at the end of any Interest Period
          of a Eurodollar Loan, continue the Loan as a Eurodollar Loan for an
          additional Interest Period or convert some or all of such Eurodollar
          Loan to a Base Rate Loan; provided however, that if there is an
          Existing Default, Borrower may not convert a Base Rate Loan to a
          Eurodollar Loan or continue a Eurodollar Loan for an additional
          Interest Period. The Swingline Loan may not be converted from a Base
          Rate Loan to a Eurodollar Loan. To cause any conversion or
          continuation, Borrower shall give Administrative Agent, prior to 11:00
          a.m. (Local Time) three Business Days prior to the date the conversion
          or continuation is to be effective in the case of a Eurodollar Loan or
          on the same Business Day the conversion or continuation is to be
          effective with respect to the conversion of a Eurodollar Loan into a
          Base Rate Loan or continuation of a Base Rate Loan, a written request
          (which may be mailed, personally delivered or telecopied as provided
          in Section 20.1) or telephonic request (promptly confirmed in writing
          in the manner provided in Section 20.1) (i) specifying whether a
          conversion or continuation is requested, (ii) in the case of a
          conversion, specifying the amount to be converted and whether it is to
          be a Eurodollar Loan or a Base Rate Loan upon the conversion, and
          (iii) in the case of any conversion to or continuation of a Eurodollar
          Loan, specifying the Interest Period therefor. If such notice is not
          given prior to 11:00 a.m. (Local Time) on the third Business Day
          preceding the last day of the Interest Period of a Eurodollar Loan,
          then Borrower shall be deemed to have timely given a notice to
          Administrative Agent requesting to convert all of such Eurodollar Loan
          to a Base Rate Loan. In the case of a Eurodollar Loan, any conversion
          or continuation shall become effective on the day following the last
          day of the current Interest Period.



                                       5
<PAGE>   13

          4.7. INTEREST PERIODS FOR EURODOLLAR LOANS. For each Eurodollar Loan
          Borrower shall select an Interest Period that is either one, two,
          three or six months; provided that:

               (i) every such Interest Period shall commence on the date of such
               Advance or on the date of the conversion or continuation of any
               Loan as a Eurodollar Loan;

               (ii) if any Interest Period would otherwise expire on a day of a
               calendar month which is not a Business Day, then such Interest
               Period shall expire on the next succeeding Business Day in that
               calendar month; provided, however, that if the next succeeding
               Business Day would be in the following calendar month, it shall
               expire on the first preceding Business Day;

               (iii) any Interest Period 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 the
               calendar month at the end of such Interest Period; and

               (iv) no Interest Period shall extend beyond the Revolving Loan
               Maturity Date.

          4.8. TIME OF ACCRUAL. Interest shall accrue on all principal amounts
          outstanding from the date when first outstanding to the date when no
          longer outstanding. Amounts shall be deemed outstanding until payments
          are applied thereto as provided herein.

          4.9. COMPUTATION. Interest shall be computed for the actual days
          elapsed over a year deemed to consist of 360 days for all Eurodollar
          Loans and 365 or 366 days, as applicable, for all Base Rate Loans.
          Interest rates that are based on the Base Rate shall change
          simultaneously with any change in the Base Rate and shall be effective
          for the entire day on which such change becomes effective. The Base
          Rate will be determined by Administrative Agent before the initial
          Advance on the Effective Date and on each Business Day thereafter when
          the Base Rate changes.

          4.10. RATE AFTER MATURITY. Borrower shall pay interest on the
          Aggregate Revolving Loan, the Swingline Loan and on the other Loan
          Obligations after their Maturity, and, at the option of Required
          Lenders, on the Aggregate Revolving Loan, the Swingline Loan and on
          the principal amount of the other Loan Obligations and (to the extent
          permitted by law) accrued and unpaid interest, after the occurrence of
          an Event of Default (and notice from Administrative Agent that the
          Default Rate is in effect) until it has been cured by Borrower or
          waived in writing as permitted herein, at a rate per annum equal to
          2.00% plus the interest rate otherwise in effect hereunder.

5. FEES.

          5.1. REVOLVING LOAN COMMITMENT FEE. Borrower shall pay to
          Administrative Agent for the account of Lenders a non-refundable,
          recurring Revolving Loan Commitment Fee calculated by applying the
          daily equivalent of an annual rate of 0.15% to the Unused Revolving
          Loan Commitment on each day during the period from the Effective Date
          to the Revolving Loan Maturity Date. The Unused Revolving Loan
          Commitment on any day shall be the difference between (i) the amount
          of the Aggregate Revolving Loan Commitment and (ii) the sum of (a) the
          Aggregate Revolving Loan, and (b) the Letter of Credit Exposure. The
          Revolving Loan Commitment Fee shall be payable quarterly in arrears
          commencing on the first day of the first calendar quarter beginning
          after the Effective Date and continuing on the first day of each
          quarter thereafter and on the Revolving Loan Maturity Date.



                                       6
<PAGE>   14

          5.2. STANDBY LETTER OF CREDIT FEE. Borrower shall pay to
          Administrative Agent for the account of Letter of Credit Issuer and
          each other Lender, a non-refundable recurring Standby Letter of Credit
          Fee for each standby Letter of Credit issued by Letter of Credit
          Issuer. The Standby Letter of Credit Fee for any standby Letter of
          Credit shall be an amount equal to the greater of (i) $300 and (ii) an
          annual amount determined by applying the quarterly equivalent of the
          Eurodollar Increment to the aggregate undrawn amount of such standby
          Letter of Credit. The Standby Letter of Credit Fee for each standby
          Letter of Credit shall be payable quarterly in arrears, commencing on
          the first day of the first calendar quarter beginning after the
          Effective Date and continuing on the first day of each calendar
          quarter thereafter until the earlier of its expiration or the
          Revolving Loan Maturity Date. The Standby Letter of Credit Fee will be
          distributed by Administrative Agent to Lenders with Revolving Loan
          Commitments in accordance with their pro rata shares of the Aggregate
          Revolving Loan Commitment.

          5.3. COMMERCIAL LETTER OF CREDIT FEE. Borrower shall pay to
          Administrative Agent for the account of Letter of Credit Issuer and
          each other Lender a non-refundable, recurring Commercial Letter of
          Credit Fee for each Commercial Letter of Credit issued by Letter of
          Credit Issuer that is equal to .25% of the original face amount of
          such commercial Letter of Credit. Such Commercial Letter of Credit Fee
          shall be payable in installments, in arrears, as follows: Upon
          presentation of each draft with respect to such commercial Letter of
          Credit, a portion of such Commercial Letter of Credit Fee equal to
          .25% of the draft amount, but not less than $75, shall be due and
          payable. Further, 30 days after the expiration of such commercial
          Letter of Credit, a portion of such Commercial Letter of Credit Fee
          equal to .25% of the undrawn amount of such Commercial Letter of
          Credit, but not less than $75, shall be due and payable. Seventy-Five
          Dollars ($75) of each installment of such Commercial Letter of Credit
          Fee received by Administrative Agent will be paid to Letter of Credit
          Issuer in consideration of Letter of Credit Issuer issuing and
          managing such commercial Letter of Credit. The remainder of such
          Commercial Letter of Credit Fee will be distributed by Administrative
          Agent to Lenders in accordance with their pro rata shares of the
          Aggregate Revolving Loan Commitment.

          5.4. LETTER OF CREDIT FRONTING FEE. Borrower shall pay to Letter of
          Credit Issuer a non-refundable, one-time Fronting Fee equal to the
          greater of (i) $75, plus .125% of the undrawn amount of each Letter of
          Credit issued by Letter of Credit Issuer, and (ii) $300, as of its
          issuance date.

          5.5. OTHER LETTER OF CREDIT FEES. Borrower shall pay to Letter of
          Credit Issuer such Letter of Credit Issuer's other customary fees for
          issuance, amendment or renewal of a Letter of Credit and, as Letter of
          Credit Issuer and Borrower may agree with respect to each Letter of
          Credit, for each negotiation of a draft drawn under such Letter of
          Credit.

          5.6. CALCULATION OF FEES. All of the foregoing fees and all other fees
          payable to Administrative Agent or any Lender that are based on an
          annual percentage shall be calculated on the basis of a year deemed to
          consist of 360 days and for the actual number of days elapsed.

6. PAYMENTS.

          6.1. SCHEDULED PAYMENTS ON AGGREGATE REVOLVING LOAN AND SWINGLINE
          LOAN.

               6.1.1. INTEREST. Borrower shall pay interest accrued on each Base
               Rate Loan included in the Aggregate Revolving Loan and on the
               Swingline Loan quarterly in arrears beginning on the first day of
               the first calendar quarter beginning after the Effective Date

                                       7
<PAGE>   15

               and continuing on the first day of each calendar quarter
               thereafter, and on the Revolving Loan Maturity Date. Borrower
               shall pay interest accrued on each Eurodollar Loan included in
               the Aggregate Revolving Loan at the end of its Interest Period
               and, in addition, for each such Eurodollar Loan with an Interest
               Period longer than 90 days, Borrower shall pay interest accrued
               thereon quarterly on the first day of each calendar quarter
               during such Interest Period. Borrower shall pay interest accrued
               on each Revolving Loan and the Swingline Loan after the Revolving
               Loan Maturity Date on demand.

               6.1.2. PRINCIPAL; MATURITY. Borrower shall repay the entire
               amount of the Aggregate Revolving Loan as then outstanding on
               April 30, 2002, and Borrower shall repay the entire amount of the
               Swingline Loan on the same Business Day as demand therefore, or
               if no demand is made, on April 30, 2002; provided, however, that
               if demand for payment of the Swingline Loan is made after 11:00
               (Local Time) on any day (except for demand made under Section
               16.3.2 or as a result of Bank of America's termination of the
               Swingline Commitment), payment shall be made thereon by Borrower
               on the following Business Day.

          6.2. PREPAYMENTS.

               6.2.1. VOLUNTARY PREPAYMENTS. Subject to the limitations in the
               following sentences, Borrower may at any time wholly prepay the
               Swingline Loan and any Base Rate Loan or Eurodollar Loan that is
               included in the Aggregate Revolving Loan and may make partial
               prepayments thereon from time to time, without penalty or premium
               (except as provided in clause (iv) below), but only if (i)
               Borrower gives Administrative Agent written notice (which may be
               mailed, personally delivered or telecopied as provided in Section
               20.1) or telephonic notice (promptly confirmed in writing in the
               manner provided in Section 20.1) of Borrower's intention to make
               such prepayment at least two Business Days prior to tendering
               such prepayment in the case of a Eurodollar Loan and on the same
               Business Day of the tender of such prepayment in the case of a
               Base Rate Loan, (ii) the amount of such prepayment is at least
               $100,000, and over that amount, is a whole multiple of $50,000,
               (iii) Borrower pays any accrued interest on the amount prepaid at
               the time of such prepayment, in the case of a Eurodollar Loan,
               and (iv) Borrower pays any amount that is due under Section 18.4
               as a consequence of the prepayment. All such prepayments (other
               than prepayments on the Swingline Loan) shall be applied by
               Lenders to reduce the Revolving Loans in accordance with their
               respective pro-rata shares of the Aggregate Revolving Loan
               Commitment. All prepayments on the Swingline Loan shall be
               applied by Bank of America to reduce the Swingline Loan.

               6.2.2. MANDATORY PREPAYMENTS WHEN OVER-ADVANCES EXIST.

                    6.2.2.1. AGGREGATE REVOLVING LOAN. If at any time the sum of
                    the Aggregate Revolving Loan exceeds the Maximum Available
                    Amount, whether as a result of optional Revolving Loan
                    Advances by Lenders as contemplated by Section 3.1.2,
                    Swingline Advances or otherwise, Borrower shall on demand
                    make a payment in the amount of the excess to Administrative
                    Agent for the account of Lenders on the Aggregate Revolving
                    Loan. Each such prepayment will be applied by Administrative
                    Agent and Lenders first to reduce the Base Rate Loans that
                    are included in the Aggregate Revolving Loan (and



                                       8
<PAGE>   16

                    consequently a ratable portion of each Lender's Revolving
                    Loan) until they are reduced to zero and then to reduce the
                    Eurodollar Loans that are included in the Aggregate
                    Revolving Loan (and consequently a ratable portion of each
                    Lender's Revolving Loan). Borrower shall pay any amount that
                    is due under Section 18.4 as a consequence of such mandatory
                    prepayment.

                    6.2.2.2. SWINGLINE LOAN. If at any time the Swingline Loan
                    exceeds the Swingline Maximum Available Amount, Borrower
                    shall on demand make a payment in the amount of the excess
                    to Bank of America. Anything to the contrary in Section 7.4
                    notwithstanding, no Lender shall at any time have any
                    obligation to remit funds to Bank of America to pay the
                    amount of any excess of the Swingline Loan over the
                    Swingline Maximum Available Amount.

          6.3. REIMBURSEMENT OBLIGATIONS OF BORROWER. Borrower hereby
          unconditionally agrees to immediately pay to Letter of Credit Issuer
          on demand at the Letter of Credit Issuer's Applicable Lending Office
          all amounts required to pay all drafts drawn under Letters of Credit
          issued for the account of Borrower and all reasonable expenses
          incurred by Letter of Credit Issuer in connection with such Letters of
          Credit and in any event and without demand to remit to Letter of
          Credit Issuer (which may be through obtaining Advances if permitted
          under Section 3.1.2) sufficient funds to pay all debts and liabilities
          arising under any Letter of Credit issued for the account of Borrower;
          provided, however, that if demand for payment of any draft drawn under
          any Letter of Credit is made after 11:00 (Local Time) on any day
          (except for demand made under Section 16.3.2), payment thereof shall
          be made by Borrower on the following Business Day.

          6.4. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.

               6.4.1. PAYMENT REQUIREMENT. Unless expressly provided to the
               contrary elsewhere herein, Borrower shall make each payment on
               the Loan Obligations to Administrative Agent for the account of
               Lenders as required under the Loan Documents at Administrative
               Agent's Applicable Lending Office on the date when due, without
               deduction, setoff or counterclaim. All such payments will be
               distributed by Administrative Agent to Lenders as provided in
               Section 17.10 for application to the Loan Obligations as provided
               herein.

               6.4.2. APPLICATION OF PAYMENTS AND PROCEEDS. All payments
               received by Administrative Agent in immediately available funds
               at or before 12:00 noon (Local Time) on a Business Day will be
               distributed by Administrative Agent to Lenders as provided in
               Section 17.10 on the same Business Day. Such payments received on
               a day that is not a Business Day or after 12:00 noon (Local Time)
               on a Business Day will be distributed by Administrative Agent to
               Lenders as provided in Section 17.10 on the next Business Day.
               The amount so distributed to a Lender will be applied by such
               Lender to the relevant Loan Obligation on the Business Day when
               received.

               6.4.3. INTEREST CALCULATION. Section 6.4.2 notwithstanding, for
               purposes of interest calculation only, (i) a payment by check,
               draft or other instrument received at or before 12:00 noon (Local
               Time) on a Business Day shall be deemed to have been applied to
               the relevant Loan Obligation on the second following Business
               Day, (ii) a payment by check, draft or other instrument received
               on a day that is not a Business Day or after 12:00 noon on a
               Business Day shall be deemed to have been applied to the relevant
               Loan Obligation on the third following Business Day, (iii) a
               payment in cash (including by way of debit to an account of
               Borrower with Administrative Agent) or by wire transfer received
               at or before 12:00 noon (Local Time) on a Business Day shall be
               deemed to have been applied to the relevant Loan Obligation on
               the Business Day when it is received, and (iv) a



                                       9
<PAGE>   17

               payment in cash (including by way of debit to an account of
               Borrower with Administrative Agent) or by wire transfer received
               on a day that is not a Business Day or after 12:00 noon (Local
               Time) on a Business Day shall be deemed to have been applied to
               the relevant Loan Obligation on the next Business Day.

          6.5. RETURNED INSTRUMENTS. If a payment is made by check, draft or
          other instrument and the check, draft or other instrument is returned
          unpaid, any application of the payment to the Loan Obligations will be
          reversed and will be treated as never having been made.

          6.6. COMPELLED RETURN OF PAYMENTS OR PROCEEDS. If Administrative Agent
          or any Lender is for any reason compelled to surrender any payment
          because such payment is for any reason invalidated, declared
          fraudulent, set aside, or determined to be void or voidable as a
          preference, an impermissible setoff, or a diversion of trust funds,
          then this Agreement and the Loan Obligations to which such payment or
          proceeds was applied or intended to be applied shall be revived as if
          such application was never made; and Borrower shall be liable to pay
          to Administrative Agent or such Lender, and shall indemnify
          Administrative Agent or such Lender for and hold Administrative Agent
          or such Lender harmless from any actual loss with respect to, the
          amount of such payment or proceeds surrendered. This Section shall be
          effective notwithstanding any contrary action that Administrative
          Agent or such Lender may take in reliance upon its receipt of any such
          payment or proceeds. Any such contrary action so taken by
          Administrative Agent or such Lender shall be without prejudice to
          Administrative Agent's or such Lender's rights under this Agreement
          and shall be deemed to have been conditioned upon the application of
          such payment or proceeds having become final and indefeasible. The
          provisions of this Section shall survive termination of the
          Commitments, the expiration of the Letters of Credit and the payment
          and satisfaction of all of the Loan Obligations.

          6.7. DUE DATES NOT ON BUSINESS DAYS. If any payment required hereunder
          becomes due on a date that is not a Business Day, then such due date
          shall be deemed automatically extended to the next Business Day.

7. PROCEDURE FOR OBTAINING ADVANCES AND LETTERS OF CREDIT.

          7.1. INITIAL ADVANCES. Provided that all conditions thereto hereunder
          are satisfied and subject to the limitations contained herein, Lenders
          will fund and Administrative Agent will make the initial Revolving
          Loan Advance on the Effective Date in immediately available funds in
          Dollars as directed by Borrower in a written direction delivered to
          Administrative Agent.

          7.2. SUBSEQUENT REVOLVING LOAN ADVANCES. Borrower may request a
          subsequent Revolving Loan Advance at any time, but not more often than
          once each Business Day, by submitting a request therefor to
          Administrative Agent as provided in Section 7.13. Every request for an
          Revolving Loan Advance shall be irrevocable. A request for a Revolving
          Loan Advance received by Administrative Agent on a day that is not a
          Business Day or that is received by Administrative Agent after 11:00
          a.m. (Local Time) on a Business Day shall be treated as having been
          received by Administrative Agent prior to 11:00 a.m. (Local Time) on
          the next Business Day.

          7.3. SWINGLINE ADVANCES. Swingline Advances will be made to Borrower
          in accordance with the terms of the Swingline Documents and Bank of
          America's standard procedures for autoborrow arrangements (to the
          extent such procedures do not conflict with the terms of this
          Agreement and the Swingline Documents), as such documents and
          procedures may change from time to time in accordance with the terms
          of this Agreement and the Swingline Documents.



                                       10
<PAGE>   18

          7.4. REPAYMENT OF THE SWINGLINE LOAN.

               7.4.1. Bank of America shall once each week (or after an Event of
               Default, if Bank of America in its sole discretion has not
               terminated the Swingline Commitment, as often as Bank of America
               may in its absolute discretion determine) give notice to Lenders
               of the amount of the Swingline Loan after application of all
               payments to be applied thereto as provided elsewhere herein. Such
               notice shall be given no later than 1:00 p.m. (Local Time) on any
               Business Day and shall include a demand that the Swingline Loan
               be fully paid. Prior to 3:00 p.m. (Local Time) on such date,
               Lenders shall remit funds to Bank of America sufficient to reduce
               the Swingline Loan to zero; provided, however, that no Lender
               will be required to remit funds to the extent such remittance
               would cause such Lender's Revolving Loan to exceed such Lender's
               pro rata share of the Maximum Available Amount, and in such
               event, such Lender shall remit only so much of the requested
               funds as would cause such Lender's Revolving Loan to equal such
               Lender's pro rata share of the Maximum Available Amount. The
               aggregate of such remittances shall be treated as a Revolving
               Loan Advance and the Aggregate Revolving Loan increased
               accordingly; each such Revolving Advance shall be deemed to be a
               Base Rate Advance. Each such remittance by a Lender shall be made
               in accordance with its pro-rata share of the Aggregate Revolving
               Loan Commitment and shall be made notwithstanding that (i) the
               amount of the aggregate of such remittances by Lenders may not be
               in the minimum amount for Revolving Loan Advances otherwise
               required hereunder, (ii) any conditions to Advances in Section 9
               may not be then satisfied, (iii) there is an Existing Default, or
               (iv) such remittances by Lenders may be made after the Revolving
               Loan Maturity Date. Notwithstanding the foregoing, if the
               Swingline Loan is repaid by Lenders upon the demand or request of
               Bank of America, and the Borrower is thereby deemed to have
               received the proceeds of a Revolving Loan Advance, for the date
               such Revolving Loan Advance is deemed to have been made, Borrower
               shall only pay interest on the amount of the Revolving Loan
               Advance (and not on the amount of the Swingline Loan so repaid,
               irrespective of the time of day Bank of America makes demand for
               such payment).

               7.4.2. If for any reason, including the commencement of a
               proceeding in bankruptcy with respect to Borrower, remittances by
               Lenders as provided above cannot be made on the date otherwise
               required above, then each Lender shall be deemed automatically to
               have purchased from Bank of America as of such date a pro-rata
               undivided interest and participation in the Swingline Loan so as
               to cause such Lender to share in the Swingline Loan in accordance
               with its pro-rata share of the Aggregate Revolving Loan
               Commitment. Each Lender shall remit its pro-rata share of the
               Swingline Loan to Bank of America promptly on demand. All
               interest payable with respect to such Lender's pro-rata share of
               the Swingline Loan shall be for the account of Bank of America to
               the date such remittance is made, and shall be for the account of
               and remitted by Bank of America to such Lender as a participant
               from such date. Further, until such remittance is made, such
               Lender shall pay to Bank of America, on demand, interest on such
               Lender's pro-rata share of the Swingline Loan at the Federal
               Funds Rate.

          7.5. ADMINISTRATIVE AGENT'S RIGHT TO MAKE OTHER REVOLVING LOAN
          ADVANCES -- PAYMENT OF LOAN OBLIGATIONS. With the prior approval of
          Required Lenders in each instance, Administrative Agent shall have the
          right to make Revolving Loan Advances at any time and from time to
          time to cause timely payment when due of any of the Loan Obligations;
          provided, however, that no Lender will be required to remit funds in
          an amount which would cause such Lender's Revolving Loan to exceed
          such Lender's pro rata share of the Maximum Available Amount.
          Administrative



                                       11
<PAGE>   19

          Agent may select the Advance Date for any such Revolving Loan Advance,
          but such Advance Date may only be a Business Day. Administrative Agent
          will give notice to Borrower after any such Revolving Loan Advance is
          made. Any such Revolving Loan Advance will initially be a Base Rate
          Advance.

          7.6. LETTERS OF CREDIT. Borrower may request the issuance of a Letter
          of Credit by submitting an issuance request to Letter of Credit Issuer
          and executing the application/reimbursement agreement required under
          Section 10.1 no less than five Business Days prior to the requested
          issue date for such Letter of Credit.

          7.7. FUNDINGS.

               7.7.1. REVOLVING LOAN ADVANCES. Administrative Agent shall
               promptly notify each Lender of the amount of the Advance to be
               made on an Advance Date. Each Lender shall make immediately
               available to Administrative Agent by 3:00 p.m. (Local Time) on
               the Advance Date funds consisting solely of Dollars in the amount
               of its pro-rata share of such Advance, rounded to the nearest
               penny, in accordance with such remittance instructions as may be
               given by Administrative Agent to Lenders from time to time.

               7.7.2. DRAWS ON LETTERS OF CREDIT. In the event that a draw is
               made on a Letter of Credit and Borrower does not reimburse the
               amount of such draw in full to Letter of Credit Issuer
               immediately on demand, Letter of Credit Issuer shall promptly
               notify Administrative Agent of such failure. Upon Administrative
               Agent's receipt of such notice from Letter of Credit Issuer,
               Administrative Agent may notify each Lender thereof and shall
               have the right to cause a Revolving Loan Advance to be made,
               regardless whether such Revolving Loan Advance would result in
               the Aggregate Revolving Loan exceeding the Maximum Available
               Amount, by notifying each Lender of the draw, the amount of the
               Revolving Loan Advance required to fund reimbursement of such
               draw, and the amount of such Lender's ratable share of such
               Revolving Loan Advance. Unless otherwise agreed by Lenders, the
               Advance Date and time for such Revolving Loan Advance shall not
               be later than 1:00 p.m. (Local Time) on the first Business Day
               following Administrative Agent's delivery of such notice to
               Lenders. By no later than such Advance Date and time, each Lender
               shall make immediately available to Administrative Agent funds
               consisting solely of Dollars in the amount of its pro-rata share
               of such Revolving Loan Advance, rounded to the nearest penny, in
               accordance with such remittance instructions as may be given by
               Administrative Agent to each Lender from time to time. Each
               Revolving Loan Advance made by Administrative Agent pursuant to
               this Section 7.7.2 shall initially be a Base Rate Advance.
               Administrative Agent will give notice to Borrower after any such
               Revolving Loan Advance is made. Notwithstanding the foregoing, if
               any unreimbursed draw on a Letter of Credit is repaid by Lenders
               upon the demand or request of Bank of America, and the Borrower
               is thereby deemed to have received the proceeds of a Revolving
               Loan Advance, for the date such Revolving Loan Advance is deemed
               to have been made, Borrower shall only pay interest on the amount
               of the Revolving Loan Advance (and not on the amount of the
               unreimbursed Letter of Credit draw so repaid, irrespective of the
               time of day Bank of America makes demand for such payment).

               7.7.3. ALL FUNDINGS RATABLE. All fundings of Advances (other than
               Swingline Advances) shall be made by Lenders as provided herein
               in accordance with their pro-rata shares of the Aggregate
               Revolving Loan Commitment. Except as otherwise expressly provided
               herein, a Lender shall not be obligated to fund Revolving Loan
               Advances that



                                       12
<PAGE>   20

               would result in the sum of (a) such Lender's Revolving Loan, plus
               (b) such Lender's pro-rata share of the Letter of Credit Exposure
               exceeding its Revolving Loan Commitment, or make available any
               more than its pro-rata share of any Advance.

          7.8. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTIONS.

               7.8.1. Unless Administrative Agent has been given written notice
               by a Lender prior to an Advance Date that such Lender does not
               intend to make immediately available to Administrative Agent such
               Lender's pro-rata share of the Advance which Administrative Agent
               will be obligated to make on the Advance Date, Administrative
               Agent may assume that such Lender has made the required amount
               available to Administrative Agent on the Advance Date and
               Administrative Agent may, in reliance upon such assumption, make
               available to Borrower a corresponding amount. If such required
               amount is not in fact made immediately available to
               Administrative Agent by such Lender on the Advance Date,
               Administrative Agent shall be entitled to recover such
               corresponding amount on demand from such Lender. If such Lender
               does not pay such corresponding amount immediately upon
               Administrative Agent's demand therefor, then Administrative Agent
               shall promptly notify Borrower and the other Lenders and Borrower
               shall immediately pay such corresponding amount to Administrative
               Agent. Administrative Agent shall also be entitled to recover,
               either from such defaulting Lender or Borrower, interest on such
               corresponding amount for each day from the date such
               corresponding amount was made available by Administrative Agent
               to Borrower to the date such corresponding amount is recovered by
               Administrative Agent, at a rate per annum equal to (i) if paid by
               such Lender, the cost to Administrative Agent of funding such
               amount at the Federal Funds Rate, or (ii) if paid by Borrower,
               the applicable rate for the Advance in question determined from
               the request therefor (without duplication of any interest
               accruing thereon under any other provision of this Agreement).
               Each Lender shall be obligated only to fund its pro-rata share of
               an Advance subject to the terms and conditions hereof, regardless
               of the failure of another Lender to fund its pro-rata share
               thereof.

               7.8.2. Unless Administrative Agent has been given written notice
               by Borrower prior to the date any payment to be made by it is
               due, that it does not intend to remit such payment,
               Administrative Agent may assume that the Borrower has timely
               remitted such payment and Administrative Agent may, in reliance
               upon such assumption, make available a corresponding amount or
               pro-rata portion thereof to the Persons entitled thereto. If such
               payment was not in fact remitted to the Administrative Agent in
               immediately available funds, then, each Lender shall immediately
               on demand repay to Administrative Agent the corresponding amount
               or pro-rata portion thereof made available to such Lender,
               together with interest thereon in respect of each day from the
               date such amount was made available by Administrative Agent to
               such Lender to the date such amount is repaid to Administrative
               Agent, at the Federal Funds Rate.

          7.9. DISBURSEMENT. Provided that all conditions precedent herein to a
          requested Advance have been satisfied, Administrative Agent will make
          the amount of such requested Advance available to Borrower on the
          applicable Advance Date in immediately available funds in Dollars at
          Administrative Agent's Applicable Lending Office.

          7.10. RESTRICTIONS ON ADVANCES. No Eurodollar Advance will be made
          unless it is at least $250,000, and, over that amount, unless it is a
          whole multiple of $100,000. No Base Rate Advance will be made unless
          it is a whole multiple of $100,000 and at least $100,000. No more than
          one Revolving Loan Advance will be made on any one day pursuant to a
          request for a



                                       13
<PAGE>   21

          Revolving Loan Advance. No more than one Swingline Advance will be
          made on any day. Advances will only be made for the purposes permitted
          in Section 13.1. No Eurodollar Advance will be made so long as there
          is any Existing Default. Notwithstanding the foregoing, the Swingline
          Documents will govern whether there are any minimum advance amount
          requirements for Swingline Advances.

          7.11. RESTRICTION ON NUMBER OF EURODOLLAR LOANS. No more than 8
          Eurodollar Loans with different Interest Periods may be outstanding at
          any one time.

          7.12. EACH ADVANCE REQUEST AND LETTER OF CREDIT REQUEST A
          CERTIFICATION. Each submittal of a request for an Advance and each
          submittal of a request for the issuance of a Letter of Credit by a
          Borrowing Representative shall constitute a certification by Borrower
          that (i) there is no Existing Default, (ii) all conditions precedent
          hereunder to the making of the requested Advance or issuance of the
          requested Letter of Credit have been satisfied, and (iii) the
          Representations and Warranties are then true, with such exceptions as
          have been disclosed to Lenders in writing by Borrower or a Guarantor
          from time to time and are satisfactory to Lenders, and will be true on
          the Advance Date or issuance date, as applicable, as if then made with
          such exceptions.

          7.13. REQUIREMENTS FOR EVERY ADVANCE REQUEST. Only a written request
          (which shall be in the form attached hereto as Exhibit 7.13 and
          mailed, personally delivered or telecopied as provided in Section
          20.1) or a telephonic request (promptly confirmed in writing in the
          form attached hereto as Exhibit 7.13 in the manner provided in Section
          20.1) from a Borrowing Representative to Administrative Agent that
          specifies the amount of the Advance to be made, the Advance Date for
          the requested Advance, the portion of the Advance which is requested
          to be a Eurodollar Advance and the portion of the Advance which is
          requested to be a Base Rate Advance, and the Interest Period to be
          applicable to the Eurodollar Loan that will result from a requested
          Eurodollar Advance, shall be treated as a request for an Advance. No
          Advance Date for any requested Advance may be other than a Business
          Day. A request for a Eurodollar Advance must be given prior to 11:00
          a.m. (Local Time) at least two Business Days prior to the Advance Date
          for such Eurodollar Advance. A request for a Base Rate Advance must be
          given prior to 11:00 a.m. (Local Time) on the Advance Date for such
          Base Rate Advance; provided, however, that with respect to any Advance
          to be made on the Effective Date, the request for such Advance shall
          be delivered to Administrative Agent prior to 11:00 a.m. (Local Time)
          on the Effective Date and such Advance must be a Base Rate Advance
          only.

          7.14. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST. Only a written
          request (which may be mailed, personally delivered or telecopied as
          provided in Section 20.1) from a Borrowing Representative to
          Administrative Agent or an electronic initiation over an online
          service provided by Letter of Credit Issuer that specifies the amount,
          requested issue date (which shall be a Business Day and in no event
          later than 30 Business Days before the Revolving Loan Maturity Date)
          and beneficiary of the requested Letter of Credit and other
          information necessary for its issuance shall be treated as a request
          for issuance of a Letter of Credit.

          7.15. EXONERATION OF ADMINISTRATIVE AGENT AND LENDERS. Neither
          Administrative Agent nor any Lender shall incur any liability to
          Borrower for treating a request that meets the express requirements of
          Section 7.13 or Section 7.14 as a request for an Advance or issuance
          of a Letter of Credit, as applicable, if Administrative Agent believes
          in good faith that the Person making the request is a Borrowing
          Representative or if, in the case of a request for a Letter of Credit,
          it is electronically initiated. Neither Administrative Agent nor any
          Lender shall incur any liability to Borrower for failing to treat any
          such request as a request for an Advance or issuance of a Letter



                                       14
<PAGE>   22

          of Credit, as applicable, if Administrative Agent believes in good
          faith that the Person making the request is not a Borrowing
          Representative.

8. GUARANTIES. Borrower shall on or before the Effective Date cause to be
executed and delivered to Administrative Agent the unconditional guaranty of the
Loan Obligations by each Person listed on Exhibit 8 (which Persons constitute
all of the Domestic Subsidiaries of Borrower as of the Execution Date) pursuant
to a guaranty satisfactory to Lenders. In addition, if any Domestic Subsidiary
is acquired, created or organized after the Execution Date, Borrower shall,
contemporaneously with the acquisition, creation or organization of such a
Subsidiary (but in no event later than 20 Business Days after such acquisition,
creation or organization), cause to be executed and delivered by such Subsidiary
an unconditional guaranty of the Loan Obligations in substantially the form of
an existing Guaranty (or, at the option of Administrative Agent, a joinder to an
existing Guaranty), along with, if such Subsidiary is a Material Subsidiary, the
following items: (i) the Charter Documents of such Material Subsidiary; (ii)
copies of all consents, licenses and approvals required in connection with the
execution, performance, and enforceability of the Guaranty or joinder by such
Material Subsidiary, (iii) a secretary's or members' certificate for such
Material Subsidiary (certifying resolutions authorizing the execution,
performance and delivery of such Guaranty or joinder, Charter Documents and
incumbency of officers to sign such Guaranty or joinder); (iv) good standing
certificates for such Material Subsidiary from the jurisdiction of its
organization and each jurisdiction where the nature of extent of its business
requires it to be qualified to do business; (v) a legal opinion of counsel to
such Material Subsidiary in form acceptable to Administrative Agent, (vi)
evidence of insurance for such Material Subsidiary in the form required by this
Agreement. The failure to deliver to Administrative Agent such Guaranty (or
joinder to an existing Guaranty) or, in the case of any Material Subsidiary, any
other item required by this Section within the time period set forth in this
Section will cause an immediate Event of Default.

9. CONDITIONS OF LENDING.

          9.1. CONDITIONS TO INITIAL ADVANCE. Lenders will have no obligation to
          fund the initial Revolving Loan Advance or the initial Swingline
          Advance unless:

               9.1.1. LISTED DOCUMENTS AND OTHER ITEMS. Administrative Agent
               shall have received on or before the Effective Date all of the
               documents and other items listed or described in Exhibit 9.1.1
               hereto as being delivered or obtained on or before the Effective
               Date, with each being satisfactory to Lenders and (as applicable)
               duly executed and (also as applicable) sealed, attested,
               acknowledged, certified, or authenticated.

               9.1.2. FINANCIAL CONDITION. Lenders shall have determined to
               their satisfaction that the financial statements of Borrower for
               its fiscal year ended December 31, 1999 and the financial
               statements of Borrower for its interim period ended September 30,
               2000 as furnished to Administrative Agent and the other
               information furnished to Administrative Agent by Borrower, fairly
               and accurately reflect the business and financial condition of
               Borrower on a consolidated basis, its cash flows and the results
               of its operations for such periods.

               9.1.3. NO DEFAULT. There shall be no Existing Default and no
               Default or Event of Default will occur as a result of such
               Advance being requested or made or the application of the
               proceeds thereof.

               9.1.4. REPRESENTATIONS AND WARRANTIES. The Representations and
               Warranties shall be true and correct in all material respects.



                                       15
<PAGE>   23

               9.1.5. NO MATERIAL ADVERSE CHANGE. Since the date of the Initial
               Financial Statements delivered to Administrative Agent, there
               shall not have been any change which has or is reasonably likely
               to have a Material Adverse Effect.

               9.1.6. PENDING MATERIAL PROCEEDINGS. There shall be no pending
               Material Proceedings.

               9.1.7. PAYMENT OF FEES. Borrower shall have paid and reimbursed
               to Lenders all fees, costs and expenses that are payable or
               reimbursable to Lenders hereunder on or before the Effective
               Date.

               9.1.8. OTHER ITEMS. Administrative Agent shall have received such
               other consents, approvals, opinions, certificates, documents or
               information as it reasonably deems necessary.

          9.2. CONDITIONS TO SUBSEQUENT ADVANCES. Lenders will have no
          obligation to fund any Advance after the initial Revolving Loan
          Advance or the initial Swingline Advance unless:

               9.2.1. GENERAL CONDITIONS. All of the conditions to the initial
               Advances in Section 9.1 (except the conditions in Section 9.1.4,
               9.1.5 and 9.1.6) shall have been and shall remain satisfied.

               9.2.2. REPRESENTATIONS AND WARRANTIES. The Representations and
               Warranties are then true in all material respects, with such
               exceptions as have been disclosed to Lenders in writing by
               Borrower or any Guarantor from time to time and are satisfactory
               to Lenders, and will be true in all material respects as of the
               time of such Advance, as if then made with such exceptions.

               9.2.3. PENDING MATERIAL PROCEEDINGS. There shall be no pending
               proceedings as covered by clauses (i) or (ii) of the definition
               of Material Proceedings; there shall be no pending proceedings as
               covered by clauses (iii) and (iv) of the definition of Material
               Proceedings with respect to which there is a reasonable
               likelihood that the outcome of such litigation, investigation or
               other proceeding would be adverse to a Covered Person and there
               is a reasonable likelihood that any relief or penalty expected to
               be awarded or imposed as a result of such adverse outcome would
               have a Material Adverse Effect.

               9.2.4. NO DEFAULT. There shall be no Existing Default and no
               Default or Event of Default will occur as a result of such
               Advance being requested or made or the application of the
               proceeds thereof.

10. CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT. As conditions precedent to the
issuance of any Letter of Credit:

          10.1. LETTER OF CREDIT APPLICATION/REIMBURSEMENT AGREEMENT. Borrower
          shall have executed and delivered to Letter of Credit Issuer a letter
          of credit application/reimbursement agreement satisfactory to Letter
          of Credit Issuer and Lenders under which Borrower further evidences
          its obligation to reimburse to Letter of Credit Issuer on demand the
          amount of each draw on such Letter of Credit as provided in Section
          6.3, together with interest from the date of the draw at the rate
          provided in Section 4.1 and (without duplication) all reasonable
          expenses incurred by Letter of Credit Issuer in connection with such
          Letter of Credit. Any pre-printed provisions in any Letter of Credit
          application/reimbursement agreement which conflict with any



                                       16
<PAGE>   24

          of the express provisions of this Agreement shall be deemed superceded
          by the provisions of this Agreement to the extent of the conflict,
          regardless of the date of execution of such Letter of Credit
          application/reimbursement agreement, unless Letter of Credit Issuer
          and Borrower expressly agree otherwise therein.

          10.2. NO PROHIBITIONS. No order, judgment or decree of any
          Governmental Authority shall exist which purports by its terms to
          enjoin or restrain Letter of Credit Issuer or any other Lender from
          issuing such Letter of Credit, and no Law or request or directive
          (whether or not having the force of law) from any Governmental
          Authority with jurisdiction over Letter of Credit Issuer or any other
          Lender shall exist which prohibits, or requests that Letter of Credit
          Issuer or any other Lender refrain from, the issuance of letters of
          credit generally or such Letter of Credit in particular, or imposes
          upon Letter of Credit Issuer or any other Lender with respect to such
          Letter of Credit any restriction or reserve or capital requirement
          (for which Letter of Credit Issuer or any other Lender is not
          otherwise compensable by Borrower hereunder).

          10.3. REPRESENTATIONS AND WARRANTIES. The Representations and
          Warranties are then true in all material respects, with such
          exceptions as have been disclosed to Lenders in writing by Borrower or
          any Guarantor from time to time and are satisfactory to Lenders, and
          will be true in all material respects as of the time of the issuance
          of such Letter of Credit, as if then made with such exceptions.

          10.4. PENDING MATERIAL PROCEEDINGS. There shall be no pending
          proceedings as covered by clauses (i) or (ii) of the definition of
          Material Proceedings; there shall be no pending proceedings as covered
          by clauses (iii) and (iv) of the definition of Material Proceedings
          with respect to which there is a reasonable likelihood that the
          outcome of such litigation, investigation or other proceeding would be
          adverse to a Covered Person and there is a reasonable likelihood that
          any relief or penalty expected to be awarded or imposed as a result of
          such adverse outcome would have a Material Adverse Effect.

          10.5. NO DEFAULT. There shall be no Existing Default and no Default or
          Event of Default will occur as a result of such Letter of Credit being
          issued or a draw thereon being made or paid.

          10.6. OTHER CONDITIONS. All of the conditions to the initial Advances
          in Section 9.1 (except the conditions in Section 9.1.4 and 9.1.6)
          shall have been and shall remain satisfied.

11. REPRESENTATIONS AND WARRANTIES. Except as otherwise described in the
Disclosure Schedule attached hereto as Exhibit 11, Borrower represents and
warrants to Lenders, on its behalf and on behalf of each Covered Person, as
follows:

          11.1. ORGANIZATION AND EXISTENCE. Each Covered Person is duly
          organized and existing in good standing under the Laws of the state of
          its organization, is duly qualified to do business and is in good
          standing in every state where the nature or extent of its business or
          properties require it to be qualified to do business, except where the
          failure to so qualify or be in good standing will not have a Material
          Adverse Effect. Each Covered Person has the power and authority to own
          its properties and carry on its business as now being conducted.

          11.2. AUTHORIZATION. Each Covered Person is duly authorized to execute
          and perform every Loan Document to which such Covered Person is a
          party, Borrower is duly authorized to borrow hereunder, and this
          Agreement and the other Loan Documents have been duly authorized by
          all requisite corporate action of each Covered Person who is a party
          thereto. No consent, approval or authorization of, or declaration or
          filing with, any Governmental Authority, and no consent of any



                                       17
<PAGE>   25

          other Person, is required in connection with Borrower's execution,
          delivery or performance of this Agreement and the other Loan
          Documents, except for those Governmental Authority consents,
          approvals, or authorizations already duly obtained and declarations or
          filings already duly made, or, except for those consents of other
          Persons which, if not obtained, could not reasonably be expected to
          have a Material Adverse Effect.

          11.3. DUE EXECUTION. Every Loan Document to which a Covered Person is
          a party has been executed on behalf of such Covered Person by a Person
          duly authorized to do so.

          11.4. ENFORCEABILITY OF OBLIGATIONS. Each of the Loan Documents to
          which a Covered Person is a party constitutes the legal, valid and
          binding obligation of such Covered Person, enforceable against such
          Covered Person in accordance with its terms, except to the extent that
          the enforceability thereof against such Covered Person may be limited
          by bankruptcy, insolvency, reorganization, moratorium or similar Laws
          affecting creditors' rights generally or by equitable principles of
          general application.

          11.5. BURDENSOME OBLIGATIONS. No Covered Person is a party to or bound
          by any Contract or is subject to any provision in the Charter
          Documents of such Covered Person which would, if performed by such
          Covered Person, result in a Default or Event of Default either
          immediately or upon the elapsing of time.

          11.6. LEGAL RESTRAINTS. The execution and performance of any Loan
          Document by a Covered Person will not violate or constitute a default
          under the Charter Documents of such Covered Person, any Material
          Agreement of such Covered Person, or any Material Law, and will not
          result in any Security Interest being imposed on any of such Covered
          Person's property.

          11.7. LABOR CONTRACTS AND DISPUTES. There is no collective bargaining
          agreement or other labor contract covering employees of a Covered
          Person which could reasonably be expected to have a Material Adverse
          Effect; as of the Execution Date, there exists no collective
          bargaining agreement or other labor contract covering employees of a
          Covered Person. No union or other labor organization is seeking to
          organize, or to be recognized as, a collective bargaining unit of
          employees of a Covered Person which could reasonably be expected to
          have a Material Adverse Effect; as of the Execution Date, no union or
          other labor organization is seeking to organize, or to be recognized
          as, a collective bargaining unit of employees of a Covered Person.
          There is no pending or, to Borrower's knowledge, threatened, strike,
          work stoppage, material unfair labor practice claim or other material
          labor dispute against or affecting any Covered Person or its employees
          which has or could reasonably be expected to have a Material Adverse
          Effect.

          11.8. NO MATERIAL PROCEEDINGS. As of the Execution Date, there are no
          Material Proceedings pending or, to the best knowledge of Borrower,
          threatened.

          11.9. MATERIAL LICENSES. All Material Licenses have been obtained or
          exist for each Covered Person.

          11.10. COMPLIANCE WITH MATERIAL LAWS. Each Covered Person is in
          compliance in all material respects with all Material Laws except for
          such noncompliance which individually or in the aggregate could not
          reasonably be expected to have a Material Adverse Effect. Without
          limiting the generality of the foregoing:

               11.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS. The
               operations of every Covered Person comply in all material
               respects with all applicable Environmental Laws,



                                       18
<PAGE>   26

               except for instances of noncompliance which individually or when
               aggregated with all other such instances of noncompliance could
               not reasonably be expected to have a Material Adverse Effect.

               11.10.2. PROCEEDINGS. None of the operations of any Covered
               Person are the subject of any judicial or administrative
               complaint, order or proceeding alleging the violation of any
               applicable Environmental Law which violation could reasonably be
               expected to have a Material Adverse Effect.

               11.10.3. INVESTIGATIONS REGARDING HAZARDOUS MATERIALS. None of
               the operations of any Covered Person are the subject of
               investigation by any Governmental Authority regarding the
               improper transportation, storage, disposal, generation or release
               into the environment of any Hazardous Material, the results of
               which have or are reasonably likely to have a Material Adverse
               Effect.

               11.10.4. NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS. No
               notice or report under any Environmental Law indicating a past or
               present spill or release into the environment of any Hazardous
               Material has been filed within the four years ending on the
               Execution Date, or is required to be filed, by any Covered
               Person, except for notices and reports of spills and releases
               which could not reasonably be expected to have a Material Adverse
               Effect.

               11.10.5. HAZARDOUS MATERIALS ON REAL PROPERTY. No Covered Person,
               nor to Borrower's actual knowledge, any other Person, has at any
               time transported, stored, disposed of, generated or released any
               Hazardous Material on the surface, below the surface, or within
               the boundaries of any real property owned or operated by such
               Covered Person or any improvements thereon in violation of any
               applicable Environmental Law. Borrower has no actual knowledge of
               the presence of any Hazardous Material on the surface, below the
               surface, or within the boundaries of any real property owned or
               operated by any Covered Person or any improvements thereon in
               violation of any applicable Environmental Law. No property of any
               Covered Person is subject to a Security Interest in favor of any
               Governmental Authority for any liability under any Environmental
               Law or damages arising from or costs incurred by such
               Governmental Authority in response to a spill or release of
               Hazardous Material into the environment.

          11.11. OTHER NAMES. No Covered Person has used any name other than the
          full name which identifies such Covered Person in this Agreement. The
          only material trade name or style under which a Covered Person sells
          Inventory or creates Accounts, or to which instruments in payment of
          Accounts are made payable, is the name which identifies such Covered
          Person in this Agreement.

          11.12. FINANCIAL STATEMENTS. The Financial Statements are complete and
          correct in all material respects and fairly reflect the financial
          condition, results of operations and cash flows of the Persons covered
          thereby as of the dates and for the periods stated therein, subject in
          the case of interim Financial Statements to normal year-end
          adjustments made in accordance with GAAP and the absence of footnotes.

          11.13. NO CHANGE IN CONDITION. Since the date of the Financial
          Statements delivered to Administrative Agent as required herein, there
          has been no change which has or is reasonably likely to have a
          Material Adverse Effect.



                                       19
<PAGE>   27

          11.14. NO DEFAULTS. No Covered Person has breached or violated or has
          defaulted under any Material Agreement to which it is a party, or has
          defaulted with respect to any Material Obligation of such Covered
          Person. There is no Existing Default.

          11.15. INVESTMENTS. No Covered Person has any Investments in other
          Persons except Permitted Investments

          11.16. INDEBTEDNESS. No Covered Person has any Indebtedness except
          Permitted Indebtedness.

          11.17. INDIRECT OBLIGATIONS. No Covered Person has any Indirect
          Obligations except Permitted Indirect Obligations.

          11.18. OPERATING LEASES. As of the Execution Date, no Covered Person
          has an interest as lessee under any Operating Leases other than leases
          of non-material items of office equipment.

          11.19. CAPITAL LEASES. As of the Execution Date, no Covered Person has
          an interest as a lessee under any Capital Leases other than Capital
          Leases that are Permitted Indebtedness.

          11.20. TAX LIABILITIES; GOVERNMENTAL CHARGES. Each Covered Person has
          filed or caused to be filed all tax reports and returns required to be
          filed by it with any Governmental Authority, except where extensions
          have been properly obtained and except where the incremental liability
          for failure to file all such reports or returns (in excess of the
          Taxes due in respect thereof) is less than $100,000. Each Covered
          Person has paid or made adequate provision for payment of all Taxes of
          such Covered Person, except Taxes which are being diligently contested
          in good faith by appropriate proceedings and as to which such Covered
          Person has established adequate reserves in conformity with GAAP. No
          Security Interest for any such Taxes has been filed for an amount
          which, individually or in the aggregate (when added to the amounts of
          all such other Security Interest filings), exceeds $100,000; and no
          claim is being asserted with respect to any such Taxes which, if
          adversely determined, has or is reasonably likely to have a Material
          Adverse Effect. There are no material unresolved issues concerning any
          liability of a Covered Person for any Taxes which, if adversely
          determined, will have or is reasonably likely to have a Material
          Adverse Effect.

          11.21. PENSION BENEFIT PLANS. All Pension Benefit Plans maintained by
          each Covered Person or an ERISA Affiliate of such Covered Person and
          intended to qualify under Section 401 of the Code have received (or
          have applied for and are awaiting) a favorable determination letter
          from the IRS with respect to their tax-qualified status under Section
          401 of the Code and, along with all Welfare Benefit Plans, are in
          compliance with the provisions of ERISA, the Code and all other
          applicable Laws in all material respects. For any Pension Benefit Plan
          for which a determination letter is pending, no Covered Person knows
          of any facts or circumstances which might reasonably be expected to
          cause a favorable determination letter not to be issued. Except with
          respect to events or occurrences which do not have and are not
          reasonably likely to have a Material Adverse Effect:

               11.21.1. PROHIBITED TRANSACTIONS. No Plan subject to ERISA has
               participated in, engaged in or been a party to any non-exempt
               PROHIBITED TRANSACTION as defined in ERISA or the Code, and no
               officer, director or employee of such Covered Person or of an
               ERISA Affiliate of such Covered Person has committed a breach of
               any of the responsibilities or obligations imposed upon
               fiduciaries by Title I of ERISA with respect to any such Plan.



                                       20
<PAGE>   28

               11.21.2. CLAIMS. There are no claims, pending or, to the
               knowledge of the Covered Persons, threatened, involving any Plan
               by a current or former employee (or beneficiary thereof) of such
               Covered Person or ERISA Affiliate of such Covered Person, nor is
               there any reasonable basis to anticipate any claims involving any
               Plan which would likely be successfully maintained against such
               Covered Person or such ERISA Affiliate.

               11.21.3. REPORTING AND DISCLOSURE REQUIREMENTS. There are no
               violations of any reporting or disclosure requirements with
               respect to any Plan and no Plan has violated any applicable Law,
               including ERISA and the Code.

               11.21.4. ACCUMULATED FUNDING DEFICIENCY. No such Pension Benefit
               Plan has (i) incurred an accumulated funding deficiency (within
               the meaning of Section 412(a) of the Code), whether or not
               waived; (ii) been a Pension Benefit Plan with respect to which a
               Reportable Event (to the extent that the reporting of such events
               to the PBGC within 30 days of the occurrence has not been waived)
               has occurred and is continuing; or (iii) been a Pension Benefit
               Plan with respect to which there exist conditions or events which
               have occurred that present a significant risk of termination of
               such Pension Benefit Plan by the PBGC.

               11.21.5. MULTI-EMPLOYER PLAN. All Multi-employer Plans to which
               any Covered Person contributes or is obligated to contribute are
               listed in section 11.21.5 of the Disclosure Schedule. No Covered
               Person or ERISA Affiliate of such Covered Person has received
               notice that any such Multi-employer Plan is in reorganization or
               has been terminated within the meaning of Title IV of ERISA, and
               no such Multi-employer Plan is reasonably expected to be in
               reorganization or to be terminated within the meaning of Title IV
               of ERISA.

          11.22. WELFARE BENEFIT PLANS. No Covered Person or ERISA Affiliate of
          any Covered Person maintains a Welfare Benefit Plan that has a
          liability which, if enforced or collected, has or is reasonably likely
          to have a Material Adverse Effect. Each Covered Person and each ERISA
          Affiliate of any Covered Person has complied in all material respects
          with the applicable requirements of Section 4980B of the Code
          pertaining to continuation coverage as mandated by COBRA.

          11.23. RETIREE BENEFITS. No Covered Person or ERISA Affiliate of such
          Covered Person has an obligation to provide any Person with any
          medical, life insurance, or similar benefit following such Person's
          retirement or termination of employment (or to such Person's
          beneficiary subsequent to such Person's death) other than (i) such
          benefits provided to Persons at such Person's sole expense and (ii)
          obligations under COBRA or comparable state Law.

          11.24. DISTRIBUTIONS. No Distribution as defined in Section 14.7 has
          been declared, paid or made upon or in respect of any capital stock,
          membership interests or other securities of Borrower on and after the
          Execution Date, except as expressly permitted hereby.

          11.25. STATE OF PROPERTY. Each Covered Person has good and marketable
          or merchantable title to all of such Covered Person's real and
          personal property purported to be owned by it or reflected as owned by
          it in the Initial Financial Statements, except for property sold as
          permitted herein after the date of the Initial Financial Statements.
          There are no Security Interests on any of the property purported to be
          owned by any Covered Person, except Permitted Security Interests.



                                       21
<PAGE>   29

          11.26. CHIEF PLACE OF BUSINESS; LOCATIONS OF RECORDS AND PROPERTY;
          PLACES OF BUSINESS. As of the Execution Date,

               11.26.1. the only chief executive office and the principal places
               of business of each Covered Person are located at the places
               listed and so identified in Section 11.26.1 of the Disclosure
               Schedule;

               11.26.2. the books and records of each Covered Person, and all of
               such Covered Person's chattel paper and all records of Accounts,
               are located only at the places listed and so identified in
               Section 11.26.2 of the Disclosure Schedule; and

               11.26.3. all property of each Covered Person (except for
               Inventory which is in transit and real property) is located only
               at the places listed and so identified in Section 11.26.3 of the
               Disclosure Schedule with respect to such Person; no Covered
               Person has an office or place of business other than as
               identified in Section 11.26 of the Disclosure Schedule.

          11.27. SUBSIDIARIES AND AFFILIATES. All of Borrower's direct and
          indirect Subsidiaries and Affiliates (except for Affiliates that are
          individuals or trusts of individuals created solely for estate
          planning purposes) as of the Effective Date are listed in section
          11.27 of the Disclosure Schedule. Every Subsidiary of Borrower that is
          required under the terms of this Agreement to be a Guarantor has
          timely executed and delivered a Guaranty as required hereby. Other
          than the Persons listed in section 11.27 of the Disclosure Schedule
          and such Persons which become Subsidiaries of Borrower pursuant to a
          Permitted Acquisition, Borrower has no Subsidiaries or Affiliates.

          11.28. MARGIN STOCK. No Covered Person is engaged or will engage,
          principally or as one of its important activities, in the business of
          extending credit for the purpose of PURCHASING or CARRYING MARGIN
          STOCK (within the meaning of Regulation U), and no part of the
          proceeds of any Advance will be used in any manner, for any purpose,
          or under any circumstance which would result in a violation of, be
          inconsistent with, or require any Lender to obtain from any Person any
          statement or form or make any filing or report under, Regulation U.

          11.29. SECURITIES MATTERS. No proceeds of any Advance will be used to
          acquire any security in any transaction which is subject to Sections
          13 and 14 of the Securities Exchange Act of 1934.

          11.30. INVESTMENT COMPANY ACT, ETC. No Covered Person is an INVESTMENT
          COMPANY registered or required to be registered under the Investment
          Company Act of 1940, or a company CONTROLLED (within the meaning of
          such Investment Company Act) by such an INVESTMENT COMPANY or an
          AFFILIATED PERSON of, or PROMOTER or PRINCIPAL UNDERWRITER for, an
          INVESTMENT COMPANY, as such terms are defined in the Investment
          Company Act of 1940. No Covered Person is subject to regulation under
          the Public Utility Holding Company Act of 1935, the Federal Power Act,
          the Interstate Commerce Act or any other Law limiting or regulating
          its ability to incur Indebtedness for money borrowed.

          11.31. NO MATERIAL MISSTATEMENTS OR OMISSIONS. Neither the Loan
          Documents, any Acquisition Documents, any of the Financial Statements
          nor any statement, list, certificate or other information furnished or
          to be furnished by Borrower or any other Covered Person to
          Administrative Agent or Lenders in connection with the Loan Documents
          or any of the transactions contemplated thereby contains any untrue
          statement of a material fact, or omits to state a material fact
          necessary to make the statements therein not misleading. Borrower has
          disclosed to Administrative Agent and Lenders everything regarding the
          business, operations,



                                       22
<PAGE>   30

          property, financial condition, or business prospects or itself and
          every Covered Person that has or is reasonably likely to have a
          Material Adverse Effect.

          11.32. BROKER'S FEES. No broker or finder is entitled to compensation
          for services rendered with respect to the transactions contemplated by
          this Agreement.

12. MODIFICATION AND SURVIVAL OF REPRESENTATIONS. Borrower may at any time after
the initial Advances are made propose to Lenders in writing to modify the
representations and warranties in Section 11, the representations and warranties
in any other Loan Document and any other representation or warranty made in any
certificate, report, opinion or other document delivered by Borrower pursuant to
the Loan Documents. If the proposed modifications are satisfactory to Lenders as
evidenced by their written assent thereto, then such representations and
warranties shall be deemed and treated as so modified, but only as of the date
of Borrower's written modification proposal. If such proposed modifications are
not satisfactory to Lenders, then such proposed modifications shall not be
deemed or treated as modifying such representations and warranties. All such
representations and warranties, as made or deemed made as of a particular time,
shall survive execution of each of the Loan Documents and the making of every
Advance, and may be relied upon by Administrative Agent and Lenders as being
true and correct as of the date when made or deemed made until all of the Loan
Obligations are fully and indefeasibly paid, no Letters of Credit are
outstanding and the Letter of Credit Exposure is irreversibly zero.

13. AFFIRMATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is irreversibly zero, Borrower shall do, or cause to be done,
the following:

          13.1. USE OF PROCEEDS. Subject to the terms and conditions hereof, the
          proceeds of Revolving Loan Advances and Swingline Advances shall be
          used solely (i) for working capital, (ii) for Capital Expenditures,
          (iii) for Permitted Acquisitions, (iv) for Permitted Redemptions, (v)
          for general corporate purposes, and (vi) as the source for payment of
          Borrower's reimbursement obligations with respect to Letters of
          Credit, except that the proceeds of Revolving Loan Advances may also
          be used to refinance existing Indebtedness.

          13.2. CORPORATE EXISTENCE. Each Covered Person shall maintain its
          existence in good standing and shall maintain in good standing its
          right to transact business in those states in which it is now or
          hereafter doing business, except where the failure to so qualify or be
          in good standing will not have and will not be reasonably likely to
          have a Material Adverse Effect and except for a Covered Person which
          merges or consolidates with another Covered Person or which is
          liquidated or dissolved with its assets distributed to another Covered
          Person. Each Covered Person shall obtain and maintain all Material
          Licenses for such Covered Person.

          13.3. MAINTENANCE OF PROPERTY AND LEASES. Each Covered Person shall
          maintain in good condition and working order, and repair and replace
          as required, all buildings, equipment, machinery, fixtures and other
          real and personal property whose useful economic life has not elapsed
          and which are necessary for the ordinary conduct of the business of
          such Covered Person, except where the failure to so maintain, repair
          and replace such property would not be reasonably likely to have a
          Material Adverse Effect. Each Covered Person shall maintain in good
          standing and free of defaults all of its leases of buildings,
          equipment, machinery, fixtures and other real and personal property
          whose useful economic life has not elapsed and which are necessary for
          the ordinary conduct of the business of such Covered Person, except
          where the failure to so maintain such leases would not be reasonably
          likely to have a Material Adverse Effect.



                                       23
<PAGE>   31

          13.4. INVENTORY. Each Covered Person shall keep its Inventory in good
          and merchantable condition at its own expense and shall hold such
          Inventory for sale or lease, or to be furnished in connection with the
          rendition of services, in the ordinary course of such Covered Person's
          business. All such Inventory shall be produced in accordance with the
          Federal Fair Labor Standards Act of 1938 and all rules, regulations,
          and orders thereunder.

          13.5. INSURANCE. Each Covered Person shall at all times keep insured
          or cause to be kept insured, in insurance companies having a rating of
          at least "A" by Best's Rating Service, all property owned by it of a
          character usually insured by others carrying on businesses similar to
          that of such Covered Person in such manner and to such extent and
          covering such risks as such properties are usually insured. Each
          Covered Person shall carry, however, business interruption insurance
          in such amounts as are satisfactory to Administrative Agent;
          Administrative Agent acknowledges that the amount of business
          interruption insurance reflected on the insurance certificates
          Borrower has delivered to Administrative Agent as "Loss of Income"
          coverage is satisfactory to Administrative Agent. Each Covered Person
          shall at all times carry insurance, in insurance companies having a
          rating of at least "A" by Best's Rating Service, against liability on
          account of damage to persons or property (including product liability
          insurance and insurance required under all Laws pertaining to workers'
          compensation) and covering all other liabilities common to such
          Covered Person's business, in such manner and to such extent as such
          coverage is usually carried by others conducting businesses similar to
          that of such Covered Person. All policies of liability insurance
          maintained hereunder shall name Administrative Agent as an additional
          insured for the benefit of Lenders. All policies of insurance
          maintained hereunder shall contain a clause providing that prior to
          the stated expiration date, such policies will not be canceled or
          reduced in coverage without 30 days prior written notice to
          Administrative Agent, at its address as reflected on the insurance
          certificates Borrower has delivered to Administrative Agent. Borrower
          shall upon request of Administrative Agent made at any time (but in
          the absence of an Existing Default, no more often than annually),
          furnish to Administrative Agent updated evidence of insurance (in the
          form required as a condition to Administrative Agent's lending
          hereunder) for such insurance.

          13.6. PAYMENT OF TAXES AND OTHER OBLIGATIONS. Each Covered Person
          shall promptly pay and discharge or cause to be paid and discharged,
          as and when due, any and all income Taxes, federal or otherwise,
          lawfully assessed and imposed upon it, and any and all lawful Taxes
          whatsoever upon its properties and every part thereof, or upon the
          income or profits therefrom and all claims of materialmen, mechanics,
          carriers, warehousemen, landlords and other like Persons for labor,
          materials, supplies, storage or other items or services which if
          unpaid might be or become a Security Interest or charge upon any of
          its property; provided, however, that a Covered Person may diligently
          contest in good faith by appropriate proceedings the validity of any
          such Taxes or such claims if such Covered Person has established
          adequate reserves therefor in conformity with GAAP on the books of
          such Covered Person and if no Security Interest in respect of any such
          unpaid Taxes or any such claim has been filed for an amount which,
          individually or in the aggregate (when added to the amount of all such
          other Security Interests), exceeds $100,000, other than a Permitted
          Security Interest.

          13.7. COMPLIANCE WITH LAWS. Each Covered Person shall comply in all
          material respects with all Material Laws. Without limiting the
          generality of the foregoing:

               13.7.1. ENVIRONMENTAL LAWS. Each Covered Person shall comply in
               all material respects and shall use commercially reasonable
               efforts to ensure compliance in all material respects by all
               tenants, subtenants and other occupants of such Covered Person,


                                       24
<PAGE>   32

               if any, with all Environmental Laws, except where the failure to
               so comply could not reasonably be expected to have a Material
               Adverse Effect.

               13.7.2. PLANS. Each Covered Person and each ERISA Affiliate of
               such Covered Person shall at all times make prompt payments or
               contributions to meet the minimum funding standards under ERISA
               and the Code with respect to any Plan maintained by such Covered
               Person or such ERISA Affiliate, and shall comply in all material
               respects with all reporting and disclosure requirements and all
               provisions of the Code and ERISA applicable to any Plan
               maintained by such Covered Person or such ERISA Affiliate.

          13.8. DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL.

               13.8.1. IN GENERAL. Upon any Covered Person receiving notice of
               any violation of Environmental Laws or any similar notice
               described in Section 11.10.3, or upon any Covered Person
               otherwise discovering the presence of Hazardous Material on any
               property owned or leased by such Covered Person which is in
               violation of any Environmental Law, Borrower shall: (i) promptly
               take such acts as are required by any applicable Environmental
               Law to prevent danger or harm to the environment or any Person as
               a result of such Hazardous Material; and (ii) take all steps
               required under any applicable Environmental Law to complete all
               removal, remedial, response, corrective and other action to
               eliminate any such environmental problems, and keep
               Administrative Agent informed of such actions and the results
               thereof.

               13.8.2. ASBESTOS CLEAN-UP. In the event that any property of any
               Covered Person contains Asbestos Material such that an Operations
               and Maintenance Program is required under applicable Law,
               Borrower shall develop and implement, as soon as reasonably
               possible, such an Operations and Maintenance Program (as
               contemplated by EPA guidance document entitled Managing Asbestos
               in Place; A Building Owner's Guide to Operations and Maintenance
               Programs for Asbestos-Containing Materials) for managing in place
               the Asbestos Material, and deliver a true, correct and complete
               copy of such Operations and Maintenance Program to Administrative
               Agent. In the event that the asbestos survey done in connection
               with developing the Operations and Maintenance Program reveals
               Asbestos Material which, due to its condition, location or
               planned building renovation is required to be encapsulated or
               removed, Borrower shall promptly cause the same to be
               encapsulated or removed and disposed of offsite, in either case
               by a licensed and experienced asbestos contractor, all in
               accordance with applicable state, federal and local Laws. Upon
               completion of any such encapsulation or removal, Borrower shall
               deliver to Administrative Agent a certificate in such form as is
               then customarily available signed by the consultant overseeing
               the activity certifying to Administrative Agent that the work has
               been completed in compliance with all applicable Laws. All costs
               of such inspection, testing and remedial actions shall be paid by
               Borrower.

          13.9. NOTICE TO ADMINISTRATIVE AGENT OF MATERIAL EVENTS. Borrower
          shall, promptly upon any Responsible Officer of Borrower obtaining
          knowledge or notice thereof, give notice to Administrative Agent of
          (i) any breach of any of the covenants in Section 13, 14, or 15; (ii)
          any Default or Event of Default; (iii) the commencement of any
          Material Proceeding; and (iv) any loss of or damage to any assets of a
          Covered Person or the commencement of any proceeding for the
          condemnation or other taking of any of the assets of a Covered Person
          if such loss, damage or proceeding has or is reasonably likely to have
          a Material Adverse Effect. In addition,



                                       25
<PAGE>   33

               13.9.1. Borrower shall furnish to Administrative Agent from time
               to time all information which Administrative Agent requests with
               respect to the status of any Material Proceeding.

               13.9.2. Borrower shall furnish to Administrative Agent from time
               to time all information known to Borrower with respect to any
               fact, circumstance or event in connection with any Plan
               established by a Covered Person or an ERISA Affiliate of any
               Covered Person which could reasonably be expected to cause, or to
               materially increase the likelihood of the occurrence of, a
               Material Adverse Effect.

               13.9.3. Borrower shall deliver notice to Administrative Agent of
               the establishment of any Pension Benefit Plan by a Covered Person
               or an ERISA Affiliate of such Covered Person.

               13.9.4. Borrower shall promptly inform Administrative Agent of
               its receipt of, and deliver to Administrative Agent a copy of,
               any: (i) notice that any violation of any Environmental Law or
               Employment Law may have been committed or is about to be
               committed by any Covered Person, (ii) notice that any
               administrative or judicial complaint or order has been filed or
               is about to be filed against any Covered Person alleging
               violations of any Environmental Law or Employment Law or
               requiring such Covered Person to take any action in connection
               with the release of any Hazardous Material into the environment,
               (iii) notice from a Governmental Authority or private party
               alleging that a Covered Person may be liable or responsible for
               costs associated with a response to or cleanup of a release of
               Hazardous Material into the environment or any damages caused
               thereby, (iv) notice that a Covered Person is subject to federal,
               state or local investigation regarding the improper
               transportation, storage, disposal, generation or release into the
               environment of any Hazardous Material, or (v) notice that any
               properties or assets of a Covered Person are subject to a
               Security Interest in favor of any Governmental Authority for any
               liability under any Environmental Law or damages arising from or
               costs incurred by such Governmental Authority in response to a
               release of Hazardous Material into the environment.

               13.9.5. Borrower shall deliver to Administrative Agent notice of
               the following events promptly after they occur or, in the case of
               clause (ii) below, promptly after Borrower receives notice or has
               knowledge of their occurrence: (i) the failure of any Covered
               Person or ERISA Affiliate of such Covered Person to make any
               required installment or any other required payment to any Plan in
               sufficient amount to comply with ERISA and the Code on or before
               the due date for such installment or payment; (ii) the occurrence
               of any Reportable Event, or a PROHIBITED TRANSACTION or
               ACCUMULATED FUNDING DEFICIENCY (as those terms are defined in
               ERISA), with respect to any Pension Benefit Plan maintained or
               contributed to by a Covered Person or an ERISA Affiliate of such
               Covered Person; (iii) receipt by a Covered Person or ERISA
               Affiliate of such Covered Person of any notice from a
               Multi-employer Plan regarding the imposition of withdrawal
               liability; and (iv) receipt by a Covered Person or ERISA
               Affiliate of such Covered Person of any notice of the institution
               of any proceeding, or receipt by such Covered Person or such
               ERISA Affiliate of any notice of the taking of any other action,
               which is reasonably likely to result in the termination of any
               Pension Benefit Plan maintained or contributed to by such Covered
               Person or such ERISA Affiliate and subject to Title IV of ERISA
               or in the termination of any Plan with respect to which the
               funding obligations under such Plan would be accelerated pursuant
               to Plan terms as a result of such termination, or the withdrawal
               or partial withdrawal by a Covered Person or ERISA Affiliate of
               such



                                       26
<PAGE>   34

               Covered Person from any Pension Benefit Plan subject to Title IV
               of ERISA, and the filing or receipt by a Covered Person or ERISA
               Affiliate of such Covered Person of any such notice and filing or
               receipt of all subsequent reports or notices under ERISA with or
               from the IRS, the PBGC, or the DOL relating to the same; and, in
               addition to such notice, deliver to Administrative Agent a
               certificate of a Responsible Officer of Borrower, setting forth
               details as to such events and the action that the affected
               Covered Person or ERISA Affiliate of such Covered Person proposes
               to take with respect thereto as soon as reasonably practicable
               after said detailed and proposed actions can be reasonably
               determined. For purposes of this Section, each Covered Person and
               any ERISA Affiliate of such Covered Person shall be deemed to
               know all facts known by the administrator of any Plan of which
               such Covered Person or such ERISA Affiliate is the plan sponsor.

               13.9.6. Borrower shall promptly deliver to Administrative Agent
               notice of any default or event of default, or the occurrence of
               any event which would with the passage of time, giving of notice
               or otherwise, constitute a default or event of default with
               respect to any Permitted Indebtedness.

               13.9.7. Borrower shall promptly deliver notice to Administrative
               Agent of the assertion by the holder of any capital stock or any
               other equity interest in a Covered Person or of any Indebtedness
               of a Covered Person in the outstanding principal amount in excess
               of $500,000 that a default exists with respect thereto or that
               such Covered Person is not in compliance with the terms thereof,
               or of the threat or commencement by such holder of any
               enforcement action because of such asserted default or
               noncompliance.

               13.9.8. Borrower shall, promptly after becoming aware thereof,
               deliver notice to Administrative Agent of any pending or
               threatened strike, work stoppage, material unfair labor practice
               claim or other material labor dispute affecting a Covered Person.

               13.9.9. Borrower shall, promptly after becoming aware thereof,
               deliver notice to Administrative Agent of any event that has or
               is reasonably likely to have a Material Adverse Effect.

               13.9.10. Borrower shall, promptly after becoming aware thereof,
               deliver notice to Administrative Agent of an actual, alleged, or
               potential violation of any Material Law applicable to a Covered
               Person or the property of a Covered Person.

               13.9.11. Borrower shall promptly deliver notice to Administrative
               Agent of the creation or acquisition of any Subsidiary after the
               Effective Date, including the identity, nature, chief executive
               office, and state of incorporation or organization thereof.

          13.10. BORROWING REPRESENTATIVES. The Borrowing Representatives shall
          be those Persons listed on Exhibit 13.10 unless and until some other
          appropriate instrument naming Borrowing Representatives is
          subsequently delivered to Administrative Agent by Borrower. Borrower
          hereby designates Kathy Gierer as its agent for submitting requests
          for Advances or the issuance of Letters of Credit on behalf of
          Borrower under this Agreement.

          13.11. ACCOUNTING SYSTEM. Each Covered Person shall maintain a system
          of accounting established and administered in accordance with GAAP.

          13.12. TRACING OF PROCEEDS. Each Covered Person shall maintain
          detailed and accurate records of all transfers of any proceeds of the
          Loans from Borrower to a Covered Person. Borrower and



                                       27
<PAGE>   35

          each Guarantor agrees that (a) the business operations thereof are
          interrelated and complement one another, and such entities have a
          common business purpose and common management, and (b) the proceeds of
          Advances hereunder will benefit each of them regardless of who
          requests or receives part or all of any Advance.

          13.13. FINANCIAL STATEMENTS. Borrower shall deliver to Administrative
          Agent for each Lender:

               13.13.1. ANNUAL FINANCIAL STATEMENTS.
               Within 120 days after the close of each fiscal year of Borrower,
               year end consolidated financial statements of Borrower and its
               Subsidiaries, containing a balance sheet, income statement,
               statement of cash flows and an audit report without qualification
               by an independent certified public accounting firm selected by
               Borrower and satisfactory to Administrative Agent, and
               accompanied by (i) a Compliance Certificate of the Chief
               Financial Officer of Borrower, (ii) a certificate of the
               independent certified public accounting firm that examined such
               financial statements to the effect that they have reviewed and
               are familiar with this Agreement and that, in examining such
               financial statements, they did not become aware of any fact or
               condition which then constituted a Default or Event of Default,
               except for those, if any, described in reasonable detail in such
               certificate, (iii) the management letter and report on internal
               controls delivered by such independent certified public
               accounting firm in connection with their audit, and (iv) if
               requested by Administrative Agent, any summary prepared by such
               independent certified public accounting firm of the adjustments
               proposed by the members of its audit team. Notwithstanding the
               foregoing requirements respecting financial statement delivery,
               for any fiscal year of Borrower, delivery by Borrower to
               Administrative Agent of Borrower's Annual Report on Form 10-K for
               such fiscal year, as filed with the Securities and Exchange
               Commission, on the earlier of (a) a date within the time period
               set forth herein for delivery of Borrower's financial statements
               for such fiscal year, or (b) the date of Borrower's filing of
               such report with the Securities and Exchange Commission will
               satisfy the financial statement delivery requirements under this
               Section.

               13.13.2. QUARTERLY FINANCIAL STATEMENTS. Within 60 days after the
               end of each fiscal quarter of Borrower, unaudited consolidated
               financial statements of Borrower and its Subsidiaries for each
               fiscal quarter of Borrower, in each case containing a balance
               sheet, income statement, and statement of cash flows and
               accompanied by a Compliance Certificate of the Chief Financial
               Officer of Borrower. Notwithstanding the foregoing requirements
               respecting financial statement delivery, for any fiscal quarter
               of Borrower, delivery by Borrower to Administrative Agent of
               Borrower's Quarterly Report on Form 10-Q for such fiscal quarter,
               as filed with the Securities and Exchange Commission, on the
               earlier of (a) a date within the time period set forth herein for
               delivery of Borrower's financial statements for such fiscal
               quarter, or (b) the date of Borrower's filing of such report with
               the Securities and Exchange Commission will satisfy financial
               statement delivery requirements under this Section.

          Each Compliance Certificate shall be in the form of Exhibit 13.13,
          shall contain detailed calculations of the financial measurements
          referred to in Section 15 for the relevant periods, and shall contain
          statements by the signing officer to the effect that, except as
          explained in reasonable detail in such Compliance Certificate, (i) the
          attached Financial Statements are complete and correct in all material
          respects (subject, in the case of Financial Statements other than
          annual, to normal year-end audit adjustments made in accordance with
          GAAP and the absence of footnotes) and have been prepared in
          accordance with GAAP applied consistently throughout the periods
          covered thereby and with prior periods (except as disclosed therein),
          (ii) all of the



                                       28
<PAGE>   36

          Representations and Warranties are true and correct as of the date
          such certification is given as if made on such date, and (iii) there
          is no Existing Default. If any Compliance Certificate delivered to
          under this Section discloses that a representation or warranty is not
          true and correct, or that there is an Existing Default that has not
          been waived in writing by Lenders or Required Lenders, as applicable,
          such Compliance Certificate shall state what action Borrower has taken
          or proposes to take with respect thereto.

          13.14. OTHER FINANCIAL INFORMATION. Borrower shall also deliver the
          following to Administrative Agent for each Lender:

               13.14.1. OTHER REPORTS OR INFORMATION CONCERNING ACCOUNTS OR
               INVENTORY. Such other reports and information, in form and detail
               satisfactory to Administrative Agent, and documents as
               Administrative Agent may request from time to time concerning
               Accounts or Inventory.

               13.14.2. STOCKHOLDER AND SEC REPORTS. Contemporaneously with
               their filing by or on behalf of Borrower or any other Covered
               Person, copies of any (i) proxy statements, financial statements
               and reports which Borrower makes available to its stockholders,
               members or partners, and (ii) reports, registration statements
               and prospectuses filed by Borrower or any other Covered Person
               with any securities exchange or the Securities and Exchange
               Commission or any Governmental Authority succeeding to any of its
               functions.

          13.15. OTHER INFORMATION. Upon the request of Administrative Agent,
          Borrower shall promptly deliver to Administrative Agent such other
          information about the business, operations, revenues, financial
          condition, property, or business prospects of Borrower and every other
          Covered Person as Administrative Agent may, from time to time,
          reasonably request.

          13.16. AUDITS BY ADMINISTRATIVE AGENT. Administrative Agent or Persons
          authorized by and acting on behalf of Administrative Agent or any
          Lender may at any time during normal business hours audit the books
          and records and inspect any of the property of each Covered Person
          from time to time upon reasonable notice to such Covered Person, and
          in the course thereof may make copies or abstracts of such books and
          records and discuss the affairs, finances and books and records of
          such Covered Person with its accountants, officers and employees. Each
          Covered Person shall cooperate with Administrative Agent and such
          Persons in the conduct of such audits and shall deliver to
          Administrative Agent any instrument necessary for Administrative Agent
          to obtain records from any service bureau maintaining records for such
          Covered Person. Borrower shall reimburse Administrative Agent for all
          costs and expenses by it in conducting each audit; provided however,
          that, unless there exists an Event of Default that has not been waived
          in writing, (i) such reimbursement for each such audit shall be
          limited to $500 per day for each Person involved in conducting the
          audit plus Administrative Agent's other actual out-of-pocket costs and
          expenses, and (ii) no more than one such audit will be reimbursed by
          Borrower during any fiscal year of Borrower.

          13.17. ACCESS TO OFFICERS AND AUDITORS. Each Covered Person shall
          permit any Lender and Persons authorized by Administrative Agent to
          discuss, the business, operations, revenues, financial condition,
          property, or business prospects of such Covered Person with its
          officers, employees, accountants and independent auditors as often as
          Administrative Agent may request in its discretion, and such Covered
          Person shall direct such officers, employees, accountants and
          independent auditors to cooperate with Administrative Agent and make
          full disclosure to Administrative Agent of those matters that they may
          deem relevant to the continuing ability of



                                       29
<PAGE>   37

          Borrower timely to pay and perform the Loan Obligations.
          Administrative Agent and each Lender agrees that it will not disclose
          to third Persons any information that it obtains about Borrower or its
          operations or finances. Administrative Agent and any Lender may,
          however, disclose such information to each other and all of their
          respective officers, attorneys, auditors, accountants, bank examiners,
          agents and representatives who have a need to know such information in
          connection with the administration, interpretation or enforcement of
          the Loan Documents or the lending and collection activity contemplated
          therein or to the extent required by Law or a Governmental Authority
          having jurisdiction over Administrative Agent or any Lender.
          Administrative Agent or such Lender shall advise such Persons that
          such information is to be treated as confidential. Administrative
          Agent or a Lender may also disclose such information in any documents
          that it files in any legal proceeding to pursue, enforce or preserve
          its rights under the Loan Documents to the extent that its counsel
          advises in writing that such disclosure is reasonably necessary.
          Administrative Agent's and Lenders' non-disclosure obligation shall
          not apply to any information that (i) is disclosed to Administrative
          Agent or any Lender by a third Person not affiliated with or employed
          by Borrower who does not have a commensurate duty of non-disclosure,
          or (ii) is or becomes publicly known other than as a result of
          disclosure by Administrative Agent or a Lender.

          13.18. PRO FORMAS FOR PERMITTED ACQUISITIONS. Borrower shall, prior to
          making any Permitted Acquisition, prepare and furnish to
          Administrative Agent pro forma financial statements for the Surviving
          Company, demonstrating to the satisfaction of Administrative Agent
          that the Surviving Company will be Solvent upon consummation of the
          Acquisition and upon the passage of time thereafter, and that none of
          the covenants in Section 15 will be violated as a consequence of such
          acquisition or with the passage of time thereafter. Such pro forma
          financial statements shall contain quarterly balance sheets, income
          statements, statements of cash flows and such other reports and
          disclosures, and shall cover such forecast periods, as Administrative
          Agent may in its discretion require. Borrower shall also provide to
          Administrative Agent copies of the audited financial statements (if
          available, or unaudited financial statements if no audited financial
          statements exist) for the Target Company for the three fiscal years
          most recently ended and for each of the completed fiscal quarters in
          the then current fiscal year.

          13.19. FURTHER ASSURANCES. Borrower shall execute and deliver, or
          cause to be executed and delivered, to Administrative Agent such
          documents and agreements, and shall take or cause to be taken such
          actions, as Administrative Agent may from time to time request to
          carry out the terms and conditions of this Agreement and the other
          Loan Documents.

14. NEGATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is zero, Borrower shall not, directly or indirectly, do any of
the following, or permit any Covered Person to do any of the following, without
the prior written consent of Required Lenders:

          14.1. INVESTMENTS. Make any Investments in any other Person except the
          following:

               14.1.1. Investments in (i) interest-bearing United States
               government obligations; (ii) certificates of deposit issued by
               any Lender; (iii) prime commercial paper rated A1 or better by
               Standard and Poor's Corporation or Prime P1 or better by Moody's
               Investor Service, Inc.; (iv) agreements involving the sale to
               Borrower of United States government securities and their
               guarantied repurchase within 7 days by a commercial bank
               chartered under the Laws of the United States or any state
               thereof which has capital and surplus of not less than
               $500,000,000, (v) tax-exempt municipal bonds with maturities of
               less than



                                       30
<PAGE>   38

               180 days, or (vi) certificates of deposit issued by and time
               deposits with any commercial bank chartered under the Laws of the
               United States or any state thereof which has capital and surplus
               of not less than $500,000,000.

               14.1.2. Accounts arising in the ordinary course of business and
               payable in accordance with Borrower's customary trade terms.

               14.1.3. Investments by any Covered Person in another Covered
               Person.

               14.1.4. Any Investments that are Permitted Acquisitions.

               14.1.5. Investments existing on the Execution Date and disclosed
               in section 14.1 of the Disclosure Schedule.

               14.1.6. Notes received by a Covered Person in settlement of
               Indebtedness of other Persons to such Covered Person that was
               incurred in the ordinary course of such Covered Person's
               business.

               14.1.7. Loans or advances to officers and employees of Borrower
               to the extent that the aggregate amount of all such loans and
               advances does not at any one time exceed $1,500,000.

               14.1.8. Notes payable to any Covered Person in payment for the
               assets of such Covered Person sold, transferred, exchanged,
               leased or otherwise disposed of as permitted herein and
               Investments of Persons acquired in a Permitted Acquisition which
               do not fall within the Investments listed in Sections 14.1.1
               through 14.1.7, to the extent the aggregate amount of such notes
               and such Investments does not at any one time exceed $250,000.

          14.2. INDEBTEDNESS. Create, incur, assume, or allow to exist any
          Indebtedness of any kind or description, except the following:

               14.2.1. Indebtedness to trade creditors incurred in the ordinary
               course of business, to the extent that it is not overdue past the
               original due date by more than 90 days.

               14.2.2. The Loan Obligations.

               14.2.3. Indebtedness secured by Permitted Security Interests.

               14.2.4. Indebtedness existing on the Execution Date and disclosed
               in section 11.16 of the Disclosure Schedule.

               14.2.5. Capital Leases for capital assets whose aggregate cost if
               purchased would not exceed $1,000,000.

               14.2.6. Other Indebtedness (exclusive of other Indebtedness
               permitted elsewhere in this Section 14.2) in an amount that does
               not exceed $200,000 in aggregate principal amount outstanding at
               any one time.

          14.3. PREPAYMENTS. Voluntarily prepay any Indebtedness if there is an
          Existing Default or if the making of such payment would cause or
          result in a Default or Event of Default, except for (a) the Loan
          Obligations in accordance with the terms of the Loan Documents, and
          (b) trade payables and normal accruals in the ordinary course of
          business.



                                       31
<PAGE>   39

          14.4. INDIRECT OBLIGATIONS. Create, incur, assume or allow to exist
          any Indirect Obligations except Indirect Obligations existing on the
          Execution Date and disclosed on Section 14.4 of the Disclosure
          Schedule.

          14.5. SECURITY INTERESTS. Create, incur, assume or allow to exist any
          Security Interest upon all or any part of its property, real or
          personal, now owned or hereafter acquired, except the following:

               14.5.1. Security Interests for taxes, assessments or governmental
               charges not delinquent or being diligently contested in good
               faith and by appropriate proceedings and for which adequate
               reserves in accordance with GAAP are maintained on the books of
               Borrower and its Subsidiaries.

               14.5.2. Security Interests arising out of deposits in connection
               with workers' compensation insurance, unemployment insurance, old
               age pensions, or other social security or retirement benefits
               legislation.

               14.5.3. Deposits or pledges to secure bids, tenders, contracts
               (other than contracts for the payment of money), leases,
               statutory obligations, surety and appeal bonds, and other
               obligations of like nature arising in the ordinary course of
               business.

               14.5.4. Security Interests imposed by any Law, such as
               mechanics', workmen's, materialmen's, landlords', carriers', or
               other like Security Interests arising in the ordinary course of
               business which secure payment of obligations which are not past
               due or which are being diligently contested in good faith by
               appropriate proceedings and for which adequate reserves in
               accordance with GAAP are maintained on the books of Borrower and
               its Subsidiaries.

               14.5.5. Purchase money Security Interests (including filings and
               interests in respect of Capital Leases) securing payment of the
               purchase price of capital assets acquired by Borrower after the
               Execution Date in an aggregate principal amount outstanding at
               any one time that does not exceed $250,000.

               14.5.6. Security Interests of customers of Borrower in items of
               Inventory for the manufacture of which such customers have paid
               deposits to Borrower, to the extent such Security Interests
               secure only the repayment of such deposits.

               14.5.7. Security Interests existing on the Execution Date that
               are disclosed in section 11.25 of the Disclosure Schedule and are
               satisfactory to Lenders.

               14.5.8. Security Interests arising in connection with Permitted
               Acquisitions that are acceptable to Lenders.

          14.6. ACQUISITIONS. Acquire stock or membership interests of, or any
          other equity interest in another Person sufficient for such Person to
          become a Subsidiary or Affiliate of a Covered Person or a Joint
          Venture, or acquire all or substantially all of the assets of a Person
          or acquire a portion of the assets of a Person which constitute an
          operating division or operating group of such Person, except for, if
          there is no Existing Default and no Default or Event of Default will
          occur as a result of thereof, (i) asset acquisitions in the ordinary
          course of business that are not otherwise prohibited herein, (ii)
          acquisitions not otherwise permitted under this Section as are
          approved in



                                       32
<PAGE>   40

          writing by, and on terms and conditions satisfactory to, Required
          Lenders, and (iii) any acquisition of stock or membership interests
          of, or other equity interests in or assets of a Person with respect to
          which all of the following requirements have been met (in each case a
          Permitted Acquisition):

               14.6.1. NON-HOSTILE ACQUISITIONS; SIMILAR BUSINESS LINE. The
               acquisition must be non-hostile and must be of assets, or equity
               interests in a Person, in the same or similar line of business as
               Borrower or in a line of business that is synergistic with, or
               reasonably related to, the line of business of Borrower.

               14.6.2. INDIVIDUAL ACQUISITION DOLLAR LIMITATION. The total
               consideration to be paid in any particular acquisition may not
               exceed $7,500,000, unless otherwise approved by the Required
               Lenders.

               14.6.3. SURVIVING COMPANY BECOMES A GUARANTOR. The Surviving
               Company, if not a Joint Venture or a Borrower or Guarantor under
               this Agreement as of the time of the consummation of the
               acquisition, contemporaneously with the consummation of the
               acquisition, at the Lenders' option, shall become either (i) a
               Guarantor by execution of a separate Guaranty or a joinder to an
               existing Guaranty which is satisfactory to Administrative Agent
               and the Lenders or (ii) a Borrower hereunder by execution and
               delivery of an amendment to this Agreement and appropriate notes,
               and other documents, and instruments which are satisfactory to
               Administrative Agent and the Lenders.

               14.6.4. DUE DILIGENCE MATERIALS; PRO FORMA FINANCIAL STATEMENTS;
               HISTORICAL FINANCIAL STATEMENTS; AGREEMENTS AND CERTIFICATES.
               Borrower shall have delivered to Administrative Agent and each of
               the Lenders each of the following:

                    14.6.4.1. Copies of all documents, agreements, reports, and
                    studies that Borrower considers material or relevant to its
                    own due diligence investigation conducted in connection with
                    the proposed acquisition as well as any UCC lien search
                    results which Administrative Agent may reasonably request on
                    the party to the proposed acquisition which is not a Covered
                    Person.

                    14.6.4.2. Pro forma financial statements prepared by
                    Borrower for the Surviving Company, demonstrating to the
                    satisfaction of Administrative Agent and each of the Lenders
                    that the Surviving Company will be Solvent upon consummation
                    of the acquisition and upon the passage of time thereafter,
                    and that none of the covenants in Section 15 will be
                    violated as a consequence of such acquisition or with the
                    passage of time thereafter. Such pro forma financial
                    statements shall contain monthly balance sheets, income
                    statements, statements of cash flows and such other reports
                    and disclosures, and shall cover such forecast periods, as
                    Administrative Agent and the Lenders may in their discretion
                    require. Such pro forma financial statements shall be
                    accompanied by a certificate of the Chief Financial Officer
                    of Borrower that the projections therein represent
                    Borrower's reasonable business estimate of such Surviving
                    Company's future financial performance for the periods set
                    forth therein, that such projections have been prepared on
                    the basis of the assumptions described in the pro forma
                    financial statements, and that such Chief Financial Officer
                    believes such assumptions are fair and reasonable in light
                    of current and reasonably foreseeable business conditions.



                                       33
<PAGE>   41

                    14.6.4.3. Copies of the audited financial statements (if
                    available, or unaudited financial statements if no audited
                    financial statements exist) for the Target Company for the
                    three fiscal years most recently ended and for each of the
                    completed fiscal quarters in the then current fiscal year.

                    14.6.4.4. Copies of all documents executed and delivered in
                    connection with the proposed acquisition in final form.

                    14.6.4.5. All of the conditions precedent to the proposed
                    acquisition, other than the funding of the purchase price,
                    shall have been either satisfied or waived by the parties
                    thereto to the satisfaction of Administrative Agent.

                    14.6.4.6. Payoff letters from all secured creditors having
                    Security Interests (other than Permitted Security Interests)
                    in any assets of the Surviving Company.

          14.7. DISTRIBUTIONS. Directly or indirectly declare or make, or incur
          any liability to make, any Distribution to any Person, except that a
          Distribution may be made if there is no Existing Default that remains
          unwaived and if the declaration or payment of such Distribution would
          not be reasonably likely to cause a Default or Event of Default,
          immediately or in the reasonably foreseeable future. For purposes of
          this Section, a Distribution means and includes (i) any cash dividend
          or payment by any Covered Person to any shareholder, or other equity
          holder of any Covered Person, (ii) any acquisition or redemption by
          any Covered Person of any of its outstanding stock, membership
          interests or other equity interests, (iii) any retirement or
          prepayment of debt securities of any Covered Person by any Covered
          Person before the regularly scheduled maturity dates of such debt
          securities, (iv) any loan or advance by any Covered Person to a
          shareholder, partner or other equity holder of any Covered Person, (v)
          any compensation payment (including any payment based upon Net Income
          or other measures of economic performance, whether or not designated
          as a bonus) to a shareholder, partner or other equity holder employee
          of any Covered Person that is in excess of such employee's regular
          compensation, and (vi) any management or other fees paid to any
          Affiliate of a Covered Person that is not a Covered Person.

          14.8. CAPITAL STRUCTURE; EQUITY SECURITIES. Make any change in the
          capital structure of any Covered Person which has or is reasonably
          likely to have a Material Adverse Effect (except in connection with
          the merger or consolidation of a Covered Person and its assets into or
          with another Covered Person and its assets or in connection with the
          liquidation or dissolution of a Covered Person if the assets of such
          Covered Person are distributed to another Covered Person); or issue or
          create any stock, membership interest or other equity interest (or
          class or series thereof) or non-equity interest that is convertible
          into stock, membership interests or other equity interest (or class or
          series thereof), in any Covered Person (other than Borrower), except
          stock, membership interests or other equity interests (or class or
          series thereof) that are subordinated in right of payment to all the
          Loan Obligations in a manner satisfactory to Required Lenders.

          14.9. CHANGE OF BUSINESS. Engage in any business if, as a result
          thereof, the general nature of the business, on a consolidated basis,
          which would then be principally engaged in by Borrower and its
          Subsidiaries would be substantially changed from the general nature of
          the business engaged in by Borrower and its Subsidiaries on the
          Effective Date.

          14.10. TRANSACTIONS WITH AFFILIATES. Enter into or be a party to any
          transaction or arrangement, including the purchase, sale or exchange
          of property of any kind or the rendering of any service, with any
          Affiliate, or make any loans or advances to any Affiliate; provided,


                                       34
<PAGE>   42

          however, that a Covered Person may engage in such transactions if such
          transactions are in the ordinary course of business and pursuant to
          the reasonable requirements of such Covered Person's business and on
          fair and reasonable terms substantially as favorable to it as those
          which it could obtain in a comparable arm's-length transaction with a
          non-Affiliate.

          14.11. DISPOSAL OF PROPERTY. Sell, transfer, exchange, lease, or
          otherwise dispose of any of its assets to any Person; provided,
          however, that Covered Persons may (i) sell, transfer or otherwise
          dispose of assets to Borrower or to any Guarantor; (ii) sell, transfer
          or otherwise dispose of assets having an aggregate orderly liquidation
          value (excluding the value of transactions permitted by clauses (i),
          (iii), and (iv) of this Section) no greater than $2,500,000 in the
          aggregate for all Covered Persons; (iii) sell Inventory in the
          ordinary course of business in arm's-length transactions; and (iv)
          sell assets if the net proceeds of such sale are expended by Borrower
          within 180 days of the completion of such sale for replacement of such
          asset by other assets of comparable type and utility.

          14.12. CONFLICTING AGREEMENTS. Enter into any agreement, that would,
          if fully complied with by it, result in a Default or Event of Default
          either immediately or upon the elapsing of time (which Default or
          Event of Default would arise prior to the full and indefeasible
          repayment of the Loan Obligations).

          14.13. INVESTMENT BANKING AND FINDER'S FEES. Pay or agree to pay, or
          reimburse any other party with respect to, any investment banking or
          similar or related fee, underwriter's fee, finder's fee, or broker's
          fee to any Person in connection with this Agreement.

          14.14. SALE AND LEASEBACK TRANSACTIONS. Enter into any agreement or
          arrangement with any Person providing for any Covered Person to lease
          or rent property that such Covered Person has sold or will sell or
          otherwise transfer to such Person.

          14.15. NEW SUBSIDIARIES. Organize, create or acquire any Subsidiary
          except as part of a Permitted Acquisition and unless Borrower, in
          accordance with Section 8 shall cause any such newly organized,
          created or acquired Subsidiary to execute and deliver an unconditional
          guaranty of the Loan Obligations and make such other deliveries
          required by under Section 8 or unless Borrower has obtained the prior
          written consent of Administrative Agent thereto.

          14.16. FISCAL YEAR. Change its fiscal year.

          14.17. TERMINATION OF PENSION BENEFIT PLAN. Terminate or amend any
          Pension Benefit Plan maintained by a Covered Person or an ERISA
          Affiliate of a Covered Person which is subject to Title IV of ERISA or
          with respect to which funding obligations under such Pension Benefit
          Plan would be accelerated pursuant to its terms if such termination or
          amendment would result in any material liability to such Covered
          Person or such ERISA Affiliate under ERISA or any material increase in
          current liability for the plan year for which such Covered Person or
          such ERISA Affiliate is required to provide security to such Pension
          Benefit Plan under the Code.

          14.18. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT. Enter into any
          transaction which has or is reasonably likely to have a Material
          Adverse Effect; or enter into any transaction, or take or contemplate
          taking any other action, or omit or contemplate omitting to take any
          action, which any Responsible Officer knows, or reasonably should know
          is likely to cause a Default or Event of Default hereunder (which
          Default or Event of Default would arise prior to the full and
          indefeasible repayment of the Loan Obligations).



                                       35
<PAGE>   43

15. FINANCIAL COVENANTS.

          15.1. SPECIAL DEFINITIONS. As used in this Section 15 and elsewhere
          herein, the following capitalized terms have the following meanings:

          EBITDA means, with respect to any fiscal period of Borrower, the net
          income of Borrower for such fiscal period, as determined in accordance
          with GAAP and reported on the Financial Statements for such period,
          plus (i) (A) Interest Expense in such period, (B) income tax expense
          in such period, (C) depreciation and amortization expense in such
          period, and (D) any extraordinary loss in such period, minus (ii) any
          extraordinary gain in such period, in each case calculated for
          Borrower for such period.

          Interest Expense means for any period of calculation, all interest,
          whether paid in cash or accrued as a liability, but without
          duplication, on Indebtedness of Borrower during such period.

          Net Worth means net worth as determined in accordance with GAAP.

          Total Capitalization means, as of the date of any determination, the
          sum of Borrower's Total Funded Indebtedness and Borrower's Net Worth.

          Total Funded Indebtedness means, as of any time, the sum of any
          contractual obligations to pay borrowed money (including, without
          limitation, any such Indebtedness incurred in connection with purchase
          money financing) and to make payments or reimbursements with respect
          to letters of credit (whether or not there have been drawings
          thereunder) at such time including, without limitation, the Aggregate
          Revolving Loan and the aggregate dollar amount of Capital Leases
          presented in Borrower's most recent Financial Statements as
          Liabilities.

          All other capitalized terms used in this Section 15 shall have their
          meanings and shall be determined under GAAP. All financial
          measurements respecting Borrower shall be made and calculated for
          Borrower and all of its now existing or later acquired, created or
          organized Subsidiaries, if any, on a consolidated basis in accordance
          with GAAP.

          15.2. MAXIMUM RATIO OF TOTAL FUNDED INDEBTEDNESS TO EBITDA. The ratio
          of Borrower's Total Funded Indebtedness to EBITDA, measured at the end
          of each fiscal quarter of Borrower (for the four fiscal quarters then
          ended) shall not be greater than 2.00 to 1.00.

          15.3. MAXIMUM RATIO OF TOTAL FUNDED INDEBTEDNESS TO TOTAL
          CAPITALIZATION. The ratio of Borrower's Total Funded Indebtedness to
          Total Capitalization, measured at the end of each fiscal quarter of
          Borrower, shall not be greater than 0.35 to 1.00.

16. DEFAULT.

          16.1. EVENTS OF DEFAULT. Any one or more of the following shall
          constitute an event of default (an Event of Default) under this
          Agreement:

               16.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST. Failure of Borrower
               to pay any principal of the Loans when due or failure of Borrower
               to pay any interest accrued thereon within three Business Days
               after the date when due.



                                       36
<PAGE>   44

               16.1.2. FAILURE TO PAY OR OTHER AMOUNTS OWED TO LENDERS. Failure
               of Borrower to pay any of the Loan Obligations (other than
               principal of the Loans or interest accrued thereon) within five
               Business Days after the date when due.

               16.1.3. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS. Failure of
               Borrower to make any payments due on any Indebtedness of Borrower
               to any Affiliate or Subsidiary of Bank of America Corporation or
               to any Affiliate of any Lender which continues unwaived beyond
               any applicable grace periods specified in the documents
               evidencing such Indebtedness; or failure of any Covered Person to
               make any payment due on Indebtedness of such Person over $250,000
               to Persons (other than Lenders under the Loan Documents) which
               continues unwaived beyond any applicable grace period specified
               in the documents evidencing such Indebtedness.

               16.1.4. REPRESENTATIONS OR WARRANTIES. Any of the Representations
               and Warranties is discovered to have been false in any material
               respect when made.

               16.1.5. CERTAIN COVENANTS. Failure of any Covered Person to
               comply with the covenants in Sections 13.1, 13.13, 13.16, 13.17,
               13.18, 14 or 15.

               16.1.6. OTHER COVENANTS. Failure of any Covered Person to comply
               with any of the terms or provisions of any of the Loan Documents
               applicable to it (other than a failure which constitutes an
               immediate Event of Default under, or for which some other grace
               period is specified in, any other Section of this Section 16.1)
               which is not remedied or waived in writing by Administrative
               Agent within 30 days after the initial occurrence of such
               failure; provided, however, that no such grace period shall
               apply, and an Event of Default shall exist promptly upon such
               failure to comply if such failure may not, in Administrative
               Agent's reasonable determination, be cured by Borrower or such
               Covered Person within such 30-day period.

               16.1.7. ACCELERATION OF OTHER INDEBTEDNESS. Any Obligation (other
               than a Loan Obligation) of a Covered Person for the repayment of
               $250,000 or more of borrowed money becomes or is declared to be
               due and payable or required to be prepaid (other than by an
               originally scheduled prepayment) prior to the original maturity.

               16.1.8. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any
               default or event of default under any agreement to which a
               Covered Person is a party (other than the Loan Documents), which
               default or event of default continues unwaived beyond any
               applicable grace period provided therein and such default or
               event of default would result in a liability to Borrower of
               $250,000 or more.

               16.1.9. BANKRUPTCY; INSOLVENCY; ETC. A Covered Person (i) fails
               to pay, or admits in writing its inability to pay, its debts
               generally as they become due, or otherwise becomes insolvent
               (however evidenced); (ii) makes an assignment for the benefit of
               creditors; (iii) files a petition in bankruptcy, is adjudicated
               insolvent or bankrupt, petitions or applies to any tribunal for
               any receiver or any trustee of itself or any substantial part of
               its property; (iv) commences any proceeding relating to itself
               under any reorganization, arrangement, readjustment of debt,
               dissolution or liquidation Law of any jurisdiction, whether now
               or hereafter in effect; (v) has commenced against it any such
               proceeding which remains undismissed for a period of 60 days, or
               by any act indicates its consent to, approval of, or acquiescence
               in any such proceeding or the appointment of any receiver of or
               any trustee for it or of any substantial part of its property, or
               allows any such receivership or



                                       37
<PAGE>   45

               trusteeship to continue undischarged for a period of 60 days; or
               (vi) takes any action to authorize any of the foregoing.

               16.1.10. JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC. Any one or more
               judgments or orders is entered against a Covered Person or any
               attachment or other levy is made against the property of a
               Covered Person with respect to a claim or claims involving in the
               aggregate liabilities (not paid or fully covered by insurance,
               less the amount of reasonable deductibles in effect on the
               Execution Date) in excess of $250,000 and such judgement or order
               becomes final and non-appealable or if timely appealed is not
               fully bonded and collection thereof stayed pending the appeal; or
               any Covered Person enters into an agreement to settle any claim
               or controversy and the total amount (at current value based on a
               capitalization rate of 9%) of the monetary Obligations of such
               Covered Person under such agreement is in excess of $250,000.

               16.1.11. PENSION BENEFIT PLAN TERMINATION, ETC. (i) Any Pension
               Benefit Plan termination by the PBGC or the appointment by the
               appropriate United States District Court of a trustee to
               administer any Pension Benefit Plan or to liquidate any Pension
               Benefit Plan; (ii) any event which constitutes grounds either for
               the termination of any Pension Benefit Plan by PBGC or for the
               appointment by the appropriate United States District Court of a
               trustee to administer or liquidate any Pension Benefit Plan shall
               have occurred and be continuing for 30 days after Borrower has
               notice of any such event; (iii) any (a) voluntary termination of
               any Pension Benefit Plan which is subject to Title IV of ERISA
               while such Pension Benefit Plan has an ACCUMULATED FUNDING
               DEFICIENCY as defined in Section 412(a) of the Code and the
               treasury regulations thereunder, or (b) voluntary termination of
               any Pension Benefit Plan with respect to which the funding
               obligations under such Plan would be accelerated pursuant to Plan
               terms as a result of such termination and such termination would
               result in any material liability to such Covered Person or such
               ERISA Affiliate, unless in the case of clauses (iii)(a) and
               (iii)(b), Administrative Agent has been notified of such intent
               to voluntarily terminate such Plan and Lenders have given their
               consent and agreed that such event shall not constitute a
               Default; or (iv) the plan administrator of any Pension Benefit
               Plan applies under Section 412(d) of the Code for a waiver of the
               minimum funding standards of Section 412(1) of the Code and
               Lenders reasonably determine that the substantial business
               hardship upon which the application for such waiver is based is
               reasonably likely to subject any Covered Person or ERISA
               Affiliate of any Covered Person to a liability in excess of
               $250,000.

               16.1.12. LIQUIDATION OR DISSOLUTION. A Covered Person files a
               certificate of dissolution under applicable state Law or is
               liquidated or dissolved or suspends or terminates the operation
               of its business, or has commenced against it any action or
               proceeding for its liquidation or dissolution or the winding up
               of its business, or takes any corporate action in furtherance
               thereof, except in connection with the merger or consolidation of
               such a Covered Person and its assets into or with another Covered
               Person and its assets or in connection with the liquidation or
               dissolution of a Covered Person if the assets of such Covered
               Person are distributed to another Covered Person.

               16.1.13. SEIZURE OF ASSETS. All or any part of the property of
               any Covered Person is nationalized, expropriated, seized or
               otherwise appropriated, or custody or control of such property or
               of such Person shall be assumed by any Governmental Authority or
               any court of competent jurisdiction at the instance of any
               Governmental Authority, unless the same is being contested in
               good faith by proper proceedings diligently pursued and a stay of
               enforcement is in effect.



                                       38
<PAGE>   46

               16.1.14. LOAN DOCUMENTS. Any Loan Document ceases to be in full
               force and effect or is terminated, revoked or declared void or
               invalid.

               16.1.15. GUARANTY; GUARANTOR. Any Guaranty ceases to be in full
               force and effect or any action is taken to discontinue or assert
               the invalidity or unenforceability of any Guaranty or any
               Guarantor fails to comply with any of the terms or provisions of
               any Guaranty, or any representation or warranty of any Guarantor
               therein is false, or any Guarantor denies that it has any further
               liability under any Guaranty or gives notice to Lender to such
               effect, or any Guarantor fails to furnish the financial
               statements required under any Guaranty.

               16.1.16. CHANGE OF CONTROL.

                    (i) Any Covered Person merges or consolidates with or into
                    any Person other than Borrower or a Guarantor (or a
                    Surviving Corporation which, contemporaneously with its
                    becoming a Surviving Corporation, becomes a Borrower or a
                    Guarantor);

                    (ii) In the case of any Guarantor, any Person or Group,
                    other than Young Innovations, Inc. (or a wholly-owned
                    Subsidiary thereof) becomes the record or beneficial owner,
                    directly or indirectly, of any of the outstanding voting
                    securities (or warrants or options therefor) of such Person
                    or otherwise directs or has the power to direct the
                    day-to-day control of such Person; or

                    (iii) The execution by any Covered Person of any letter of
                    intent or written agreement with respect to any proposed
                    transaction or event or series of transactions or events
                    that, individually or in the aggregate, could reasonably be
                    expected to result in any of the actions set forth in either
                    of subsections (i) or (ii) of this Section 16.1.16 (except
                    for any such letter of intent or written agreement, the
                    effectiveness of which is conditioned upon receiving the
                    consent of the Required Lenders).

               16.1.17. DELIVERY OF POST-CLOSING ITEMS. Any Covered Person fails
               to deliver to Administrative Agent any document or other item
               listed or described on Exhibit 9.1.1 as being delivered or
               executed after the Execution Date (with each being satisfactory
               to Administrative Agent and (as applicable) duly executed and
               (also as applicable) sealed, attested, acknowledged, certified,
               or authenticated) within the time period set forth for the
               delivery of such document or other item on Exhibit 9.1.1.

          16.2. CROSS DEFAULT. An Event of Default under this Agreement will
          automatically and immediately constitute a default under any other
          agreement between Borrower and any Lender, any Affiliate of any Lender
          or any Affiliate or Subsidiary of Bank of America Corporation and
          under any evidence of Indebtedness of Borrower held by any Lender, any
          Affiliate of any Lender or any Affiliate or Subsidiary of Bank of
          America Corporation, whether or not it is defined as such therein and
          without regard to any requirement therein for the giving of notice or
          the passing of time.



                                       39
<PAGE>   47

          16.3. RIGHTS AND REMEDIES.

               16.3.1. TERMINATION OF COMMITMENTS. Upon an Event of Default
               described in Section 16.1.9, the Commitments shall be deemed
               canceled. From and after the occurrence of any other Event of
               Default that has not been waived in writing, Required Lenders may
               cancel the Commitments; provided, however, from and after the
               occurrence of any such other Event of Default that has not been
               waived in writing, Bank of America may cancel the Swingline
               Commitment without the consent of the Required Lenders; provided
               further, however, that any termination of the Revolving
               Commitment by Required Lenders will result in the immediate
               termination of the Swingline Commitment. Any such cancellation
               may be, in either case, without presentment, demand or notice of
               any kind, which Borrower expressly waives.

               16.3.2. ACCELERATION. Upon an Event of Default described in
               Section 16.1.9, all of the outstanding Loan Obligations shall
               automatically become immediately due and payable. From and after
               the occurrence of any other Event of Default that has not been
               waived in writing, Required Lenders may declare all of the
               outstanding Loan Obligations immediately due and payable;
               provided, however, from and after the occurrence of any such
               other Event of Default that has not been waived in writing, Bank
               of America may declare the Swingline Loan immediately due and
               payable without the consent of the Required Lenders. Such
               acceleration may be, in either case, without presentment, demand
               or notice of any kind, which Borrower expressly waives.

               16.3.3. RIGHT OF SETOFF.

                    16.3.3.1. IN GENERAL. From and after the occurrence of any
                    Event of Default that has not been waived in writing, each
                    Lender is hereby authorized, without notice to Borrower (any
                    such notice being expressly waived by Borrower), to the
                    fullest extent permitted by law, to setoff and apply against
                    the Loan Obligations any and all deposits (general or
                    special, time or demand, provisional or final) at any time
                    held, or any other Indebtedness at any time owing by such
                    Lender (or its Affiliate) to or for the credit or the
                    account of Borrower, irrespective of whether or not such
                    Lender shall have made any demand under this Agreement or
                    the Notes or any Guaranty and although such Loan Obligations
                    may be unmatured. The rights of each Lender under this
                    Section are in addition to other rights and remedies
                    (including, without limitation, other rights of setoff)
                    which such Lender may otherwise have.

                    16.3.3.2. SHARING OF RECOVERIES. (a) Each Lender agrees that
                    (i) if it shall exercise any right of counterclaim, setoff,
                    banker's lien or similar right or if under any applicable
                    bankruptcy, insolvency or other similar law, it receives any
                    secured claim, the security for which is a debt owed by it
                    to the Borrower, including any secured claim deemed secured
                    under Section 506 of the Bankruptcy Code, and (ii) if, as a
                    result of the exercise of a right or the receipt of any
                    secured claim described in clause (i) of this Section or
                    otherwise, it shall receive payment of a proportion of the
                    aggregate amount due and payable to it hereunder and under
                    the other Loan Documents as principal, interest, fees or
                    expense reimbursements that is greater than the proportion
                    received by any other Lender in respect to the aggregate of
                    such amounts due and payable to such other Lender hereunder
                    and under the other Loan Documents, the Lender receiving
                    such proportionately greater payment shall purchase
                    participations (which shall



                                       40
<PAGE>   48

                    be deemed to have occurred simultaneously upon the receipt
                    of such payment) in the rights of the other Lenders
                    hereunder and under the other Loan Documents so that all
                    such recoveries with respect to such amounts due and payable
                    hereunder and under other Loan Documents by all of the
                    Lenders shall be pro rata; provided that if all or part of
                    such proportionately greater payment received by the
                    purchasing Lender is thereafter recovered by or on behalf of
                    the Borrower from such Lender, such purchases shall be
                    rescinded and the purchase prices paid for such
                    participations shall be returned to such Lender to the
                    extent of such recovery, but without interest (unless the
                    purchasing Lender is required to pay interest on the amount
                    recovered to the Person recovering such amount, in which
                    case the selling Lender shall be required to pay interest at
                    a like rate). Any Lender receiving any such secured claim
                    shall exercise its rights in respect of such secured claim
                    in a manner consistent with the rights of the Lenders
                    entitled under this Section to share in the benefits of any
                    recovery on such secured claim.

                    16.3.3.3. BORROWER CONSENT. The Borrower expressly consents
                    to the arrangements set forth in this Section and agrees
                    that any holder of a participation in any rights hereunder
                    or under any other Loan Document so purchased or acquired
                    pursuant to this Section may exercise any and all rights to
                    setoff and any other rights with respect to such
                    participation as fully as if such holder were a direct
                    creditor of the Borrower in the amount of such
                    participation.

               16.3.4. MISCELLANEOUS. From and after the occurrence of any Event
               of Default that has not been waived in writing, Lenders may
               exercise any other rights and remedies available to Lenders under
               the Loan Documents or otherwise available to Lenders at law or in
               equity.

          16.4. APPLICATION OF FUNDS. Any funds received by Lenders or
          Administrative Agent for the benefit of Lenders with respect to any
          Loan Obligation after its Maturity, shall be applied as follows: (i)
          first, to reimburse Lenders pro-rata for any amounts due to Lenders
          under Section 19.8; (ii) second, to reimburse to Administrative Agent
          all unreimbursed costs and expenses paid or incurred by Administrative
          Agent that are payable or reimbursable by Borrower hereunder; (iii)
          third, to reimburse to Lenders pro-rata all unreimbursed costs and
          expenses paid or incurred by Lenders (including costs and expenses
          incurred by Administrative Agent as a Lender that are not reimbursable
          as provided in the preceding clause) that are payable or reimbursable
          by Borrower hereunder; (iv) fourth, to the payment of accrued and
          unpaid fees due hereunder and all other amounts due hereunder (other
          than the Loans and interest accrued thereon); (v) fifth, to the
          payment of the Loans of each of the Lenders and interest accrued
          thereon (which payments shall be pro rata to each of the Lenders in
          accordance with the amount of the Loans outstanding) and to the
          payment (pari passu with the foregoing) of any Hedging Obligations;
          (vi) sixth, to Letter of Credit Issuer as cash collateral for the
          Letter of Credit Exposure; and (vii) seventh, to the payment of the
          other Loan Obligations. Any remaining amounts shall be applied to
          payment of all the Obligations to Administrative Agent. Any further
          remaining amounts shall be paid to Borrower or such other Persons as
          shall be legally entitled thereto. Except as expressly provided
          otherwise herein, after Maturity, Lenders may apply and reverse and
          reapply, payments to the Loan Obligations in such order and manner as
          Lenders determine in their absolute discretion.

          16.5. NOTICE. Any notice of intended action required to be given by
          Administrative Agent, if given as provided in Section 20.1 at least 10
          days prior to such proposed action, shall be effective and constitute
          reasonable and fair notice to Borrower.



                                       41
<PAGE>   49

17. ADMINISTRATIVE AGENT AND LENDERS.

          17.1. APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

               17.1.1. Each Lender hereby irrevocably (subject to Section 17.9)
               appoints, designates and authorizes Administrative Agent to take
               such action on its behalf under the provisions of this Agreement
               and each other Loan Document and to exercise such powers and
               perform such duties as are expressly delegated to it by the terms
               of this Agreement or any other Loan Document, together with such
               powers as are reasonably incidental thereto. Notwithstanding any
               provision to the contrary contained elsewhere herein or in any
               other Loan Document, Administrative Agent shall not have any
               duties or responsibilities, except those expressly set forth
               herein, nor shall Administrative Agent have or be deemed to have
               any fiduciary relationship with any Lender or participant, 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 Administrative
               Agent. Without limiting the generality of the foregoing sentence,
               the use of the terms Administrative Agent or agent herein and in
               the other Loan Documents with reference to Administrative Agent
               are not intended to connote any fiduciary or other implied (or
               express) obligations arising under agency doctrine of any
               applicable law. Instead, such term is used merely as a matter of
               market custom, and is intended to create or reflect only an
               administrative relationship between independent contracting
               parties.

               17.1.2. The Letter of Credit Issuer shall act on behalf of the
               Lenders with respect to any Letters of Credit issued by it and
               the documents associated therewith until such time (and except
               for so long) as Administrative Agent may agree at the request of
               the Required Lenders to act for the Letter of Credit Issuer with
               respect thereto; provided, however, that the Letter of Credit
               Issuer shall have all of the benefits and immunities (i) provided
               to Administrative Agent in this Section 17 with respect to any
               acts taken or omissions suffered by the Letter of Credit Issuer
               in connection with Letters of Credit issued by it or proposed to
               be issued by it and the application and agreements for letters of
               credit pertaining to the Letters of Credit as fully as if the
               term Administrative Agent as used in this Section 17 included the
               Letter of Credit Issuer with respect to such acts or omissions,
               and (ii) as additionally provided herein with respect to the
               Letter of Credit Issuer.

          17.2. DELEGATION OF DUTIES. Administrative Agent may execute any of
          its duties under this Agreement or any other Loan Document by or
          through agents, employees or attorneys-in-fact and shall be entitled
          to advice of counsel and other consultants or experts concerning all
          matters pertaining to such duties. Administrative Agent shall not be
          responsible for the negligence or misconduct of any agent or
          attorney-in-fact that it selects in the absence of gross negligence or
          willful misconduct.

          17.3. LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall
          (a) be liable for any action taken or omitted to be taken by any of
          them under or in connection with this Agreement or any other Loan
          Document or the transactions contemplated hereby (except for its own
          gross negligence or willful misconduct in connection with its duties
          expressly set forth herein), or (b) be responsible in any manner to
          any Lender or participant for any recital, statement, representation
          or warranty made by any Covered Person or any officer thereof,
          contained herein or in any other Loan Document, or in any certificate,
          report, statement or other document referred to or provided for in, or
          received by Administrative Agent under or in connection with, this
          Agreement or any other Loan Document, or the validity, effectiveness,
          genuineness,



                                       42
<PAGE>   50

          enforceability or sufficiency of this Agreement or any other Loan
          Document, or for any failure of any Covered Person or any other party
          to any Loan Document to perform its obligations hereunder or
          thereunder. No Agent-Related Person shall be under any obligation to
          any Lender or participant 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 any Covered Person or any
          Affiliate thereof.

          17.4. RELIANCE BY ADMINISTRATIVE AGENT.

               17.4.1. Administrative Agent shall be entitled to rely, and shall
               be fully protected in relying, upon any writing, communication,
               signature, resolution, representation, notice, consent,
               certificate, affidavit, letter, telegram, facsimile, telex or
               telephone message, statement 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 counsel to any Covered
               Person), independent accountants and other experts selected by
               Administrative Agent. Administrative Agent shall be fully
               justified in failing or refusing to take any action under any
               Loan Document unless it shall first receive such advice or
               concurrence of the Required Lenders as it deems appropriate and,
               if it so requests, 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. Administrative Agent shall in
               all cases be fully protected in acting, or in refraining from
               acting, under this Agreement or any other Loan Document in
               accordance with a request or consent of the Required Lenders or
               all the Lenders, if required hereunder, and such request and any
               action taken or failure to act pursuant thereto shall be binding
               upon all the Lenders and participants. Where this Agreement
               expressly permits or prohibits an action unless the Required
               Lenders otherwise determine, Administrative Agent shall, and in
               all other instances, Administrative Agent may, but shall not be
               required to, initiate any solicitation for the consent or a vote
               of the Lenders.

               17.4.2. For purposes of determining compliance with the
               conditions specified in Section 9.1, each Lender that has signed
               this Agreement shall be deemed to have consented to, approved or
               accepted or to be satisfied with, each document or other matter
               either sent by Administrative Agent to such Lender for consent,
               approval, acceptance or satisfaction, or required thereunder to
               be consented to or approved by or acceptable or satisfactory to a
               Lender.

          17.5. NOTICE OF DEFAULT. Administrative Agent shall not be deemed to
          have knowledge or notice of the occurrence of any Default or Event of
          Default, except with respect to defaults in the payment of principal,
          interest and fees required to be paid to Administrative Agent for the
          account of the Lenders, unless Administrative Agent shall have
          received written 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. Administrative Agent
          will notify the Lenders of its receipt of any such notice.
          Administrative Agent shall take such action with respect to such
          Default or Event of Default as may be directed by the Required Lenders
          in accordance with Section 16.3; provided, however, that unless and
          until Administrative Agent has received any such direction,
          Administrative Agent may (but shall not be obligated to) take such
          action, or refrain from taking such action, with respect to such
          Default or Event of Default as it shall deem advisable or in the best
          interest of the Lenders.



                                       43
<PAGE>   51

          17.6. CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
          AGENT. Each Lender acknowledges that no Agent-Related Person has made
          any representation or warranty to it, and that no act by
          Administrative Agent hereinafter taken, including any consent to and
          acceptance of any assignment or review of the affairs of any Covered
          Person or any Affiliate thereof, shall be deemed to constitute any
          representation or warranty by any Agent-Related Person to any Lender
          as to any matter, including whether Agent-Related Persons have
          disclosed material information in their possession. Each Lender
          represents to Administrative Agent that it has, independently and
          without reliance upon any Agent-Related Person and based on such
          documents and information as it has deemed appropriate, made its own
          appraisal of and investigation into the business, prospects,
          operations, property, financial and other condition and
          creditworthiness of the Covered Persons and their respective
          Subsidiaries, and all applicable bank or other regulatory Laws
          relating to the transactions contemplated hereby, and made its own
          decision to enter into this Agreement and to extend credit to the
          Borrower hereunder. Each Lender also represents that it will,
          independently and without reliance upon any Agent-Related Person 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 investigations as it deems
          necessary to inform itself as to the business, prospects, operations,
          property, financial and other condition and creditworthiness of the
          Borrower and the other Covered Persons. Except for notices, reports
          and other documents expressly required to be furnished to the Lenders
          by Administrative Agent herein, Administrative Agent shall not have
          any duty or responsibility to provide any Lender with any credit or
          other information concerning the business, prospects, operations,
          property, financial and other condition or creditworthiness of any of
          the Covered Persons or any of their respective Affiliates which may
          come into the possession of any Agent-Related Person.

          17.7. INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
          transactions contemplated hereby are consummated, the Lenders shall
          indemnify upon demand each Agent-Related Person (to the extent not
          reimbursed by or on behalf of any Covered Person and without limiting
          the obligation of any Covered Person to do so), pro rata, and hold
          harmless each Agent-Related Person from and against any and all
          Indemnified Liabilities incurred by it; provided, however, that no
          Lender shall be liable for the payment to any Agent-Related Person of
          any portion of such Indemnified Liabilities resulting from such
          Person's gross negligence or willful misconduct; provided, however,
          that no action taken in accordance with the directions of the Required
          Lenders shall be deemed to constitute gross negligence or willful
          misconduct for purposes of this Section. Without limitation of the
          foregoing, each Lender shall reimburse Administrative Agent upon
          demand for its ratable share of any costs or out-of-pocket expenses
          (including Attorney Costs) incurred by Administrative Agent in
          connection with the preparation, execution, delivery, administration,
          modification, amendment or enforcement (whether through negotiations,
          legal proceedings or otherwise) of, or legal advice in respect of
          rights or responsibilities under, this Agreement, any other Loan
          Document, or any document contemplated by or referred to herein or
          therein, to the extent that Administrative Agent is not reimbursed for
          such expenses by or on behalf of the Borrower. The undertaking in this
          Section shall survive termination of the Commitments, the payment of
          all Loan Obligations hereunder and the resignation or replacement of
          Administrative Agent.

          17.8. ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America
          and its Affiliates may make loans to, issue letters of credit for the
          account of, accept deposits from, acquire equity interests in (such
          equity interests not to exceed $10,000,000 in the aggregate for all
          Covered Persons), and generally engage in any kind of banking, trust,
          financial advisory, underwriting or other business with, each of the
          Covered Persons and their respective Affiliates as though Bank of
          America were not Administrative Agent or the Letter of Credit Issuer
          hereunder and without



                                       44
<PAGE>   52

          notice to or consent of the Lenders. The Lenders acknowledge that,
          pursuant to such activities, Bank of America or its Affiliates may
          receive information regarding any Covered Person or its Affiliates
          (including information that may be subject to confidentiality
          obligations in favor of such Covered Person or such Affiliate) and
          acknowledge that Administrative Agent shall be under no obligation to
          provide such information to them. With respect to its Loans, Bank of
          America shall have the same rights and powers under this Agreement as
          any other Lender and may exercise such rights and powers as though it
          were not Administrative Agent or the Letter of Credit Issuer, and the
          Lender and Lenders include Bank of America in its individual capacity.

          17.9. SUCCESSOR ADMINISTRATIVE AGENT. Administrative Agent may resign
          as Administrative Agent upon 30 days' notice to the Lenders. If
          Administrative Agent resigns under this Agreement, the Required
          Lenders shall appoint from among the Lenders a successor
          administrative agent for the Lenders which successor administrative
          agent shall be consented to by the Borrower at all times other than
          from and after the occurrence of an Event of Default that has not been
          waived in writing (which consent of the Borrower shall not be
          unreasonably withheld or delayed). If no successor administrative
          agent is appointed prior to the effective date of the resignation of
          Administrative Agent, Administrative Agent may appoint, after
          consulting with the Lenders and the Borrower, a successor
          administrative agent from among the Lenders. Upon the acceptance of
          its appointment as successor administrative agent hereunder, such
          successor administrative agent shall succeed to all the rights, powers
          and duties of the retiring Administrative Agent and the term
          Administrative Agent shall mean such successor administrative agent
          and the retiring Administrative Agent's appointment, powers and duties
          as Administrative Agent shall be terminated. After any retiring
          Administrative Agent's resignation hereunder as Administrative Agent,
          the provisions of this Section 17 and other Sections benefiting
          Administrative Agent shall inure to its benefit as to any actions
          taken or omitted to be taken by it while it was Administrative Agent
          under this Agreement. If no successor administrative agent has
          accepted appointment as Administrative Agent by the date which is 30
          days following a retiring Administrative Agent's notice of
          resignation, the retiring Administrative Agent's resignation shall
          nevertheless thereupon become effective and the Lenders shall perform
          all of the duties of Administrative Agent hereunder until such time,
          if any, as the Required Lenders appoint a successor agent as provided
          for above. Notwithstanding the foregoing, however, Bank of America may
          not be removed as Administrative Agent at the request of the Required
          Lenders unless Bank of America shall also simultaneously be replaced
          and fully released as Letter of Credit Issuer.

          17.10. COLLECTIONS AND DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE
          AGENT. Except as otherwise provided in this Agreement, all payments of
          interest, fees, principal and other amounts received by Administrative
          Agent for the account of Lenders shall be distributed by
          Administrative Agent to Lenders in accordance with their pro rata
          shares of the outstanding Loan Obligations at the time of such
          distribution (or entirely to Bank of America in the case of payments
          of interest, fees or principal with respect to the Swingline Loan) on
          the same Business Day when received, unless received after 12:00 noon
          (Local Time) in which case they shall be so distributed by 12:00 noon
          (Local Time) on the next Business Day. All amounts received by any
          Lender on account of the Loan Obligations, including amounts received
          by way of setoff, shall be paid over promptly to Administrative Agent
          for distribution to Lenders as provided above in this Section. Such
          distributions shall be made according to instructions that each Lender
          may give to Administrative Agent from time to time.



                                       45
<PAGE>   53

18. CHANGE IN CIRCUMSTANCES.

          18.1. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS.

               18.1.1. LAW CHANGES OR TAX IMPOSITIONS. If, after the Effective
               Date, the adoption of any applicable Law or any change in any
               applicable Law or any change in the interpretation or
               administration thereof by any Governmental Authority charged with
               the interpretation or administration thereof, or compliance by
               any Lender (or its Applicable Lending Office) with any request or
               directive (whether or not having the force of law) of any such
               Governmental Authority, central bank, or comparable agency:

                    (i) subjects such Lender (or its Applicable Lending Office)
                    to any Tax with respect to any Eurodollar Loans or its
                    obligation to make Eurodollar Loans, or change the basis of
                    taxation of any amounts payable to such Lender (or its
                    Applicable Lending Office) under this Agreement in respect
                    of any Eurodollar Loans (other than Taxes imposed on the
                    overall net income of such Lender or franchise taxes or
                    gross receipts taxes chargeable on the basis of income or
                    revenue of such Lender) by the jurisdiction in which such
                    Lender has its principal office or such Applicable Lending
                    Office);

                    (ii) imposes, modifies, or deems applicable any reserve,
                    special deposit, assessment or similar requirement (other
                    than the reserve requirement utilized in the determination
                    of the Eurodollar Rate) relating to any extensions of credit
                    or other assets of, or any deposits with or other
                    liabilities or commitments of, such Lender (or its
                    Applicable Lending Office), including the Commitment(s) of
                    such Lender hereunder; or

                    (iii) imposes on such Lender (or its Applicable Lending
                    Office) or on the United States market for certificates of
                    deposit or the London interbank market any other condition
                    affecting this Agreement, its Commitments or its Note or any
                    of such extensions of credit or liabilities or commitments;

               and the result of any of the foregoing is to increase the cost to
               such Lender (or its Applicable Lending Office) of making,
               converting into, continuing, or maintaining any Loans or to
               reduce any sum received or receivable by such Lender (or its
               Applicable Lending Office) under this Agreement or any of its
               Notes with respect to any Loans, then Borrower shall pay to such
               Lender on demand such amount or amounts as will compensate such
               Lender for such increased cost or reduction. If any Lender
               requests compensation by Borrower under this Section 18.1.1,
               Borrower may, by notice to such Lender (with a copy to
               Administrative Agent), suspend the obligation of such Lender to
               make or continue Loans of the type with respect to which such
               compensation is requested, or to convert Loans of any other type
               into Loans of such type, until the event or condition giving rise
               to such request ceases to be in effect (in which case the
               provisions of Section 18.5 shall be applicable); provided,
               however, that such suspension shall not affect the right of such
               Lender to receive the compensation so requested.

               18.1.2. CAPITAL ADEQUACY. If, after the Effective Date, any
               Lender shall have determined that the adoption of any applicable
               Law regarding capital adequacy or any change therein or in the
               interpretation or administration thereof by any governmental
               authority, central bank, or comparable agency charged with the
               interpretation or administration thereof, or any request or
               directive regarding capital adequacy (whether or



                                       46
<PAGE>   54

               not having the force of law) of any such governmental authority,
               central bank, or comparable agency, has or would have the effect
               of reducing the rate of return on the capital of such Lender or
               any corporation controlling such Lender as a consequence of such
               Lender's obligations hereunder to a level below that which such
               Lender or such corporation could have achieved but for such
               adoption, change, request, or directive (taking into
               consideration its policies with respect to capital adequacy),
               then from time to time upon demand Borrower shall pay to such
               Lender such additional amount or amounts as will compensate such
               Lender for such reduction.

               18.1.3. NOTICE TO BORROWER. Each Lender shall promptly notify
               Borrower and Administrative Agent of any event of which it has
               knowledge, occurring after the date hereof, which will entitle
               such Lender to compensation pursuant to this Section 18.1 and
               will designate a different Applicable Lending Office if such
               designation will avoid the need for, or reduce the amount of,
               such compensation and will not, in the judgment of such Lender,
               be otherwise disadvantageous to it. Any Lender claiming
               compensation under this Section 18.1 shall furnish to Borrower
               and Administrative Agent a statement setting forth in reasonable
               detail the additional amount or amounts to be paid to it
               hereunder which shall be conclusive in the absence of manifest
               error. In determining such amount, such Lender may use any
               reasonable averaging and attribution methods.

          18.2. MARKET FAILURE. If on or prior to the first day of any Interest
          Period for any Eurodollar Loan:

               (i) Administrative Agent determines (which determination shall be
               conclusive) 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

               (ii) the Required Lenders determine (which determination shall be
               conclusive) and notify Administrative Agent that the Eurodollar
               Rate will not adequately and fairly reflect the cost to the
               Lenders of funding Eurodollar Loans for such Interest Period;

          then Administrative Agent shall give Borrower prompt notice thereof,
          and so long as such condition remains in effect, the Lenders shall be
          under no obligation to make additional Eurodollar Loans, continue
          Eurodollar Loans, or to convert Eurodollar Loans and Borrower shall,
          on the last day(s) of the then current Interest Period(s) for any
          outstanding Eurodollar Loans either prepay such Loans or convert such
          Loans into Base Rate Loans in accordance with the terms of this
          Agreement.

          18.3. ILLEGALITY. Notwithstanding any other provision of this
          Agreement, in the event that it becomes unlawful for any Lender or its
          Applicable Lending Office to make, maintain, or fund Eurodollar Loans
          hereunder, then such Lender shall promptly notify Borrower thereof and
          such Lender's obligation to make, continue Eurodollar Loans or convert
          Base Rate Loans into Eurodollar Loans shall be suspended until such
          time as such Lender may again make, maintain, and fund Eurodollar
          Loans (in which case the provisions of Section 18.5 shall be
          applicable).

          18.4. COMPENSATION. Upon the request of any Lender, Borrower shall pay
          to such Lender such amount or amounts as shall be sufficient (in the
          reasonable opinion of such Lender) to compensate it for any loss,
          cost, or expense incurred by it as a result of:

                                       47
<PAGE>   55

               (i) any payment, prepayment, or conversion of a Eurodollar Loan
               for any reason (including, without limitation, the acceleration
               of the Loans pursuant to the terms hereof) on a date other than
               the last day of the Interest Period for such Eurodollar Loan; or

               (ii) any failure by Borrower for any reason to borrow, convert,
               continue, or prepay a Eurodollar Loan on the date for such
               borrowing, conversion, continuation, or prepayment specified in
               the relevant notice of borrowing, prepayment, continuation, or
               conversion under this Agreement.

          If a Lender claims compensation under this Section 18.4, such Lender
          shall furnish a certificate to Borrower that states in reasonable
          detail the amount to be paid to it hereunder and includes a
          description of the method used by such Lender in calculating such
          amount. Borrower shall have the burden of proving that the amount of
          any such compensation calculated by a Lender is not correct. Any
          compensation payable by Borrower to a Lender under this Section 18.4
          shall be payable without regard to whether such Lender has funded its
          pro-rata share of any Eurodollar Advance or Eurodollar Loan through
          the purchase of deposits in an amount or of a maturity corresponding
          to the deposits used as a reference in determining the Eurodollar
          Rate.

          18.5. TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to
          make a Eurodollar Loan or to continue any Eurodollar Loan, or to
          convert any Base Rate Loan into a Eurodollar Loan shall be suspended
          pursuant to Section 18.1, 18.2 or 18.3 (such Loans being herein called
          Affected Loans), such Lender's Affected Loans shall be automatically
          and immediately converted into Base Rate Loans on the last day(s) of
          the then current Interest Period(s) for Affected Loans (or, in the
          case of a conversion required by Section 18.3, on such earlier date as
          such Lender may specify by written notice to Borrower with a copy to
          Administrative Agent) and, unless and until such Lender gives notice
          as provided below that the circumstances specified in Section 18.1,
          18.2, or 18.3 that gave rise to such conversion no longer exist:

               (i) to the extent that such Lender's Affected Loans have been so
               converted, all payments and prepayments of principal that would
               otherwise be applied to such Lender's Affected Loans shall
               continue to be made and applied as provided for herein; and

               (ii) all Loans that would otherwise be made or continued by such
               Lender as Eurodollar Loans shall be made or continued instead as
               Base Rate Loans, and all Loans of such Lender that would
               otherwise be converted into Eurodollar Loans shall be converted
               instead into (or shall remain as) Base Rate Loans.

          If such Lender gives notice to Borrower (with a copy to Administrative
          Agent) that the circumstances specified in Section 18.1, 18.2 or 18.3
          hereof that gave rise to the conversion of such Lender's Affected
          Loans pursuant to this Section 18.5 no longer exist (which such Lender
          agrees to do promptly upon such circumstances ceasing to exist) at a
          time when Loans of the type of the Affected Loans made by other
          Lenders are outstanding, such Lender's Base Rate Loans shall be
          automatically converted, on the first day(s) of the next succeeding
          Interest Period(s) for such outstanding Loans of the type of the
          Affected Loans, to the extent necessary so that, after giving effect
          thereto, all Loans held by the Lenders holding Loans of the type of
          the Affected Loans and by such Lender are held pro rata (as to
          principal amounts, type of interest, and Interest Periods) in
          accordance with their respective Revolving Loan Commitments.



                                       48
<PAGE>   56

          18.6. TAXES.

               18.6.1. GROSS-UP. Any and all payments by Borrower to or for the
               account of any Lender or the Administrative Agent hereunder or
               under any other Loan Document shall be made free and clear of and
               without deduction for any and all Taxes, whether imposed now or
               in the future, excluding, in the case of each Lender and the
               Administrative Agent, Taxes imposed on its income, and franchise
               and gross receipts Taxes imposed on it, by the jurisdiction under
               the Laws of which such Lender (or its Applicable Lending Office)
               or the Administrative Agent (as the case may be) is organized or
               any political subdivision thereof. If Borrower is required by Law
               to deduct any Taxes from or in respect of any sum payable under
               this Agreement or any other Loan Document to any Lender or the
               Administrative Agent, (i) the sum payable will be increased as
               necessary so that after making all required deductions (including
               deductions applicable to additional sums payable under this
               Section 18.6) such Lender or the Administrative Agent receives an
               amount equal to the sum it would have received had no such
               deductions been made, (ii) Borrower shall make such deductions,
               (iii) Borrower shall pay the full amount deducted to the relevant
               taxation authority or other authority in accordance with
               applicable Law, and (iv) Borrower shall furnish to Administrative
               Agent, at its address referred to herein, the original or a
               certified copy of a receipt evidencing payment thereof. In
               addition, Borrower agrees to pay any and all present or future
               stamp or documentary taxes and any other excise or property taxes
               or charges or similar levies which arise from any payment made
               under this Agreement or any other Loan Document or from the
               execution or delivery of, or otherwise with respect to, this
               Agreement or any other Loan Document (hereinafter referred to as
               Impositions). Borrower agrees to indemnify each Lender and the
               Administrative Agent for the full amount of Taxes and Impositions
               (including, without limitation, any Taxes or Impositions imposed
               or asserted by any jurisdiction on amounts payable under this
               Section 18.6) paid by such Lender or the Administrative Agent (as
               the case may be) and any liability (including penalties, interest
               and expenses) arising therefrom or with respect thereto. Within
               30 days after the date of any payment of Taxes, Borrower shall
               furnish to Administrative Agent the original or a certified copy
               of the receipt evidencing such payment.

               18.6.2. LENDERS' UNDERTAKINGS.

                    (i) Each Lender organized under the Laws of a jurisdiction
                    outside the United States, on or prior to the date of its
                    execution and delivery of this Agreement in the case of each
                    Lender listed on the signature pages hereof and on or prior
                    to the date on which it becomes a Lender in the case of each
                    other Lender, and from time to time thereafter if requested
                    in writing by Borrower or Administrative Agent (but only so
                    long as such Lender remains lawfully able to do so), shall
                    provide Borrower and Administrative Agent with (i) Internal
                    Revenue Service Form 1001 or 4224, as appropriate, or any
                    successor form prescribed by the Internal Revenue Service,
                    certifying that such Lender is entitled to benefits under an
                    income tax treaty to which the United States is a party
                    which reduces the rate of withholding Tax on payments of
                    interest or certifying that the income receivable pursuant
                    to this Agreement is effectively connected with the conduct
                    of a trade or business in the United States, (ii) Internal
                    Revenue Service Form W-8 or W-9, as appropriate, or any
                    successor form prescribed by the Internal Revenue Service,
                    and (iii) any other form or certificate required by any
                    Governmental Authority (including any certificate required
                    by Sections 871(h) and 881(c) of the Internal Revenue Code),
                    certifying that such Lender is entitled



                                       49
<PAGE>   57

                    to an exemption from or a reduced rate of Tax on payments
                    pursuant to this Agreement or any of the other Loan
                    Documents. For any period with respect to which a Lender has
                    failed to provide Borrower and Administrative Agent with the
                    appropriate form pursuant to this Section 18.6.2 (unless
                    such failure is due to a change in treaty or Law occurring
                    subsequent to the date on which a form originally was
                    required to be provided), such Lender shall not be entitled
                    to indemnification under Section 18.6.1 with respect to
                    Taxes imposed by the United States; provided, however, that
                    should a Lender, which is otherwise exempt from or subject
                    to a reduced rate of withholding tax, become subject to
                    Taxes because of its failure to deliver a form required
                    hereunder, Borrower shall take such steps as such Lender
                    shall reasonably request (at such Lender's sole cost and
                    expense) to assist such Lender to recover such Taxes.

                    (ii) If Borrower is required to pay additional amounts to or
                    for the account of any Lender or Administrative Agent
                    pursuant to Section, then such Lender or the Administrative
                    Agent shall use reasonable efforts to change the
                    jurisdiction of its Applicable Lending Office so as to
                    eliminate or reduce any such additional payment which may
                    thereafter accrue if such change, in the judgment of such
                    Lender or the Administrative Agent, as the case may be, is
                    not otherwise disadvantageous to such Lender or the
                    Administrative Agent, as the case may be. The Borrower shall
                    be entitled to be reimbursed by Administrative Agent or any
                    Lender, within a reasonable time after Borrower's request
                    therefor, for any additional amounts its pays to or for the
                    account of Administrative Agent or such Lender,
                    respectively, pursuant to this Section 18.6 to the extent
                    that Administrative Agent or such Lender actually receives
                    (either by refund, deduction, credit or otherwise)
                    additional monetary payments in respect of the Taxes in
                    respect of which such additional amounts were paid by
                    Borrower.

               18.6.3. SURVIVAL OF BORROWER'S OBLIGATIONS. Without prejudice to
               the survival of any other agreement of Borrower hereunder, the
               agreements and obligations of Borrower contained in this Section
               18.6 shall survive the termination of the Commitments, the
               expiration of the Letters of Credit, and the indefeasible full
               payment and satisfaction of all of the Loan Obligations.

          18.7. USURY. Notwithstanding any provisions to the contrary in Section
          4 or elsewhere in any of the Loan Documents, Borrower shall not be
          obligated to pay interest at a rate which exceeds the maximum rate
          permitted by applicable Law. If, but for this Section 18.7, Borrower
          would be deemed obligated to pay interest at a rate which exceeds the
          maximum rate permitted by Law, or if any of the Loan Obligations is
          paid or becomes payable before the Revolving Loan Maturity Date and as
          a result Borrower has paid or would be obligated to pay interest at
          such an excessive rate, then (i) Borrower shall not be obligated to
          pay interest to the extent it exceeds the interest that would be
          payable at the maximum rate permitted by applicable Law; (ii) if the
          outstanding Loan Obligations have not been accelerated as provided in
          Section 16.3.2, any such excess interest that has been paid by
          Borrower shall be refunded; (iii) if the outstanding Loan Obligations
          have been accelerated as provided in Section 16.3.2, any such excess
          that has been paid by Borrower shall be applied to the Loan
          Obligations as provided in Section 16.4; and (iv) the effective rate
          of interest shall be deemed automatically reduced to the maximum rate
          permitted by applicable Law.



                                       50
<PAGE>   58

19. GENERAL.

          19.1. LENDERS' RIGHT TO CURE. Lenders may from time to time, in their
          absolute discretion, for Borrower's account and at Borrower's expense,
          pay (or, with the consent of Required Lenders, make a Revolving Loan
          Advance to pay) any amount or do any act required of Borrower
          hereunder or requested in accordance with the terms hereof by
          Administrative Agent or Required Lenders to preserve, protect,
          maintain or enforce the Loan Obligations, and which Borrower fails to
          pay or do. All payments that Lenders make pursuant to this Section and
          all out-of-pocket costs and expenses that Lenders pay or incur in
          connection with any action taken by them hereunder shall be a part of
          the Loan Obligations. Any payment made or other action taken by
          Lenders pursuant to this Section shall be without prejudice to any
          right to assert an Event of Default hereunder and to pursue Lender's
          other rights and remedies with respect thereto.

          19.2. RIGHTS NOT EXCLUSIVE. Every right granted to Administrative
          Agent and Lenders hereunder or under any other Loan Document or
          allowed to it at law or in equity shall be deemed cumulative and may
          be exercised from time to time.

          19.3. SURVIVAL OF AGREEMENTS. All covenants and agreements made herein
          and in the other Loan Documents shall survive the execution and
          delivery of this Agreement, the Notes and other Loan Documents and the
          making of every Advance. All agreements, obligations and liabilities
          of Borrower under this Agreement concerning the payment of money to
          Administrative Agent and Lenders, including Borrower's obligations
          under Sections 19.7 and 19.8, but excluding the obligation to repay
          the Loans and interest accrued thereon, shall survive the repayment in
          full of the Loans and interest accrued thereon, whether or not
          indefeasible, the return of the Notes to Borrower, the termination of
          the Commitments and the expiration of all Letters of Credit.

          19.4. ASSIGNMENTS.

               19.4.1. PERMITTED ASSIGNMENTS. At any time after the Execution
               Date, any Lender may assign to one or more Eligible Assignees all
               or a portion of its rights and obligations under this Agreement
               (including all or a portion of the Notes payable to it, its
               Commitments and its Loans), provided that the terms of assignment
               satisfy the following requirements:

                    19.4.1.1. Administrative Agent shall have accepted the
                    assignment, which acceptance shall not be unreasonably
                    withheld.

                    19.4.1.2. Each such assignment shall be of a constant, and
                    not a varying, percentage of all of the assigning Lender's
                    rights and obligations under this Agreement.

                    19.4.1.3. For each assignment involving the issuance and
                    transfer of Notes, the assigning Lender shall execute an
                    Assignment and Acceptance in the form attached hereto as
                    Exhibit 19.4.1 (an Assignment and Acceptance) together with
                    any Note subject to such assignment and a processing fee of
                    $3,500.

                    19.4.1.4. The minimum Commitment which shall be assigned
                    (which shall include the applicable portion of the assigning
                    Lender's Revolving Loan Commitment and its pro-rata
                    undivided interest and participation in Letters of Credit
                    (and in the case of an assignment by Bank of America of its
                    entire Commitments, the entire Swingline Commitment)) is
                    $5,000,000 or such lesser



                                       51
<PAGE>   59

                    amount which constitutes such Lender's entire Commitment;
                    provided, however, that no such minimum shall apply between
                    a Lender and its Affiliates, or between one Lender and
                    another Lender or an assignment of all of a Lender's rights
                    and obligations under this Agreement. Notwithstanding the
                    foregoing, Bank of America may not assign less than its
                    entire Swingline Commitment.

                    19.4.1.5. The assignee shall have an office located in the
                    United States and is otherwise an Eligible Assignee.

               19.4.2. CONSEQUENCES AND EFFECT OF ASSIGNMENTS. From and after
               the effective date specified in any Assignment and Acceptance,
               the assignee shall be deemed and treated as a party to this
               Agreement and, to the extent that rights and obligations
               hereunder and under the Notes held by the assignor have been
               assigned or negotiated to the assignee pursuant to such
               Assignment and Acceptance, to have the rights and obligations of
               a Lender hereunder as fully as if such assignee had been named as
               a Lender in this Agreement and of a holder of such Notes, and the
               assignor shall, to the extent that rights and obligations
               hereunder or under such Notes have been assigned or negotiated by
               it pursuant to such Assignment and Acceptance, relinquish its
               rights and be released from its future obligations under this
               Agreement. Upon the consummation of any assignment pursuant to
               this Section, the assignor, Administrative Agent and Borrower
               shall make appropriate arrangements so that, if required, new
               Notes are issued to the assignor and the assignee. If the
               assignee is not incorporated under the laws of the United States
               of America or a state thereof, it shall deliver to Borrower and
               Administrative Agent certification as to the exemption from
               deduction or withholding of Taxes in accordance with Section
               18.6.

               19.4.3. AGREEMENTS UPON ASSIGNMENT. By executing and delivering
               an Assignment and Acceptance, the assignor thereunder and the
               assignee confirm to and agree with each other and the other
               parties hereto substantially as follows: (i) the assignment made
               under such Assignment and Acceptance is made under such
               Assignment and Acceptance without recourse; (ii) such assignor
               makes no representation or warranty and assumes no responsibility
               with respect to the financial condition of any Covered Person or
               the performance or observance by any Covered Person of any of its
               Loan Obligations; (iii) such assignee confirms that it has
               received a copy of this Agreement, together with copies of the
               Financial Statements and such other Loan Documents and other
               documents and information as it has deemed appropriate to make
               its own credit analysis and decision to enter into such
               Assignment and Acceptance; (iv) such assignee will, independently
               and without reliance upon Administrative Agent, such assignor, or
               any other Lender, and based on such documents and information as
               it deems appropriate at the time, continue to make its own credit
               decisions in taking or not taking action under this Agreement;
               (v) such assignee appoints and authorizes Administrative Agent to
               take such action as agent on its behalf and to exercise such
               powers under this Agreement and the other Loan Documents as are
               delegated to Agent by the terms hereof and thereof, together with
               such powers as are reasonably incidental thereto; and (vi) such
               assignee agrees that it will perform in accordance with their
               terms all of the obligations which by the terms of this Agreement
               are required to be performed by it as a Lender and a holder of a
               Note.

               19.4.4. REGISTER. Administrative Agent shall maintain at its
               address referred to herein a copy of each Assignment and
               Acceptance delivered to and accepted by it and a register for the
               recordation of the names and addresses of the Lenders and the
               Commitments of and principal amount of Loans owing to, each
               Lender from time to time (the Register).



                                       52
<PAGE>   60

               The entries in the Register shall be conclusive and binding for
               all purposes, absent manifest error, and Borrower, Administrative
               Agent and Lenders may treat each Person whose name is recorded in
               the Register as a Lender hereunder for all purposes of this
               Agreement. The Register shall be available for inspection by
               Borrower or any Lender at any reasonable time and from time to
               time upon reasonable prior notice. Upon its receipt of an
               Assignment and Acceptance executed by the parties thereto,
               together with any Note subject to such assignment and payment of
               the processing fee, Administrative Agent shall, if such
               Assignment and Acceptance has been completed and is in
               substantially the form of Exhibit 19.4.1 hereto, (i) accept such
               Assignment and Acceptance, (ii) record the information contained
               therein in the Register and (iii) give prompt notice thereof to
               the parties thereto.

               19.4.5. NOTICE TO BORROWER OF ASSIGNMENT. Upon its receipt of an
               Assignment and Acceptance executed by an assigning Lender, if
               Administrative Agent accepts the assignment contemplated thereby,
               Administrative Agent shall give prompt notice thereof to
               Borrower. Borrower shall execute and deliver replacement Notes to
               the assignor and assignee as requested by Administrative Agent
               and necessary to give effect to the assignment. If Borrower fails
               or refuses to execute and deliver such replacement Notes,
               Administrative Agent may, as agent and attorney-in-fact for
               Borrower, execute and deliver such replacement Notes on behalf of
               Borrower. Borrower hereby appoints Administrative Agent as its
               agent and attorney-in-fact for such purpose and acknowledges that
               such power is coupled with an interest and therefore irrevocable.
               Administrative Agent shall not have any liability to Borrower or
               anyone else, including any Lender, as a consequence of exercising
               such power in any instance.

               19.4.6. ASSIGNMENT TO FEDERAL RESERVE BANK. Notwithstanding any
               other provision set forth in this Agreement, any Lender may at
               any time assign and pledge all or any portion of its Loans and
               its Note to any Federal Reserve Bank as collateral security
               pursuant to Regulation A and any Operating Circular issued by
               such Federal Reserve Bank. No such assignment shall release the
               assigning Lender from its obligations hereunder.

          19.5. SALE OF PARTICIPATIONS. Each Lender may sell participations to
          one or more Persons (other than Borrower or an Affiliate of Borrower)
          in all or a portion of its rights and obligations under this Agreement
          (including all or a portion of its Commitments and its Loans);
          provided, however, that (i) such Lender's obligations under this
          Agreement shall remain unchanged, (ii) such Lender shall remain solely
          responsible to the other parties hereto for the performance of such
          obligations, (iii) the participant shall be entitled to the benefit of
          the yield protection provisions contained in Section 18 to the same
          extent as the Lender granting the participation (it being understood
          that a participant's compensation in any particular instance under
          Section 18 shall be limited to the amount the Lender granting the
          participation is entitled to receive at such time in respect of such
          participated amount) and the right of setoff contained in Section
          16.3.3, (iv) the amount of the participation shall be in a minimum
          amount of $5,000,000 or such lesser amount which constitutes the
          entire amount of such Lender's Commitments, provided, however, that no
          such minimum amount shall apply to participations between any of
          Lenders or between any Lender and any of its Affiliates; and (v)
          Borrower, the other Lenders and Administrative Agent shall continue to
          deal solely and directly with such Lender in connection with such
          Lender's rights and obligations under this Agreement, and such Lender
          shall retain the sole right to enforce the obligations of Borrower
          relating to its Loans, its Notes and its funding of Advances and to
          approve any amendment, modification, or waiver of any provision of
          this Agreement (other than amendments, modifications, or waivers that
          (a) decrease the amount of principal of the Loans, (b) reduce the rate
          at which interest is payable on the Loans, (c) extend the final


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          maturity of the Notes, (d) increase its Commitments if such increase
          is to be shared by any such Participant), or (e) release any
          Guarantor. Notwithstanding the foregoing, the sale of any such
          participations which require Borrower to file a registration statement
          with the SEC or under the securities Laws of any state shall not be
          permitted.

          19.6. INFORMATION. Any Lender or Administrative Agent may furnish any
          information concerning Borrower or any of its Subsidiaries in the
          possession of such Lender or Administrative Agent, as the case may be,
          from time to time to assignees and participants (including prospective
          assignees and participants).

          19.7. PAYMENT OF EXPENSES. Borrower agrees to pay or reimburse to
          Administrative Agent all of Administrative Agent's out-of-pocket costs
          incurred in connection with Administrative Agent's due diligence
          review before execution of the Loan Documents; the negotiation and
          preparation of proposals, a commitment letter and the Loan Documents;
          the syndication of the Loans; the administration of this Agreement,
          the Loan Documents and the Loans; the interpretation of any of the
          Loan Documents; the enforcement of Administrative Agent's rights and
          remedies under the Loan Documents after a Default or Event of Default;
          any amendment of or supplementation to any of the Loan Documents; and
          any waiver, consent or forbearance with respect to any Default or
          Event of Default. Administrative Agent's out-of-pocket costs may
          include but are not limited to the following, to the extent they are
          actually paid or incurred by Administrative Agent: the cost of
          searches for Security Interests existing against Covered Persons;
          litigation costs; and all attorneys' and paralegals' expenses and
          reasonable fees. Attorneys' and paralegals' expenses may include but
          are not limited to filing charges; telephone, data transmission,
          facsimile and other communication costs; courier and other delivery
          charges; and photocopying charges. Litigation costs may include but
          are not limited to filing fees, deposition costs, expert witness fees,
          expenses of service of process, and other such costs paid or incurred
          in any administrative, arbitration, or court proceedings involving a
          Lender and any Covered Person, including proceedings under the Federal
          Bankruptcy Code. All costs which Borrower is obligated to pay or
          reimburse Administrative Agent are Loan Obligations payable to
          Administrative Agent and are payable on demand by Administrative
          Agent; provided, however, that if demand for payment of such costs is
          made after 11:00 (Local Time) on any day (except for demand made under
          Section 16.3.2), payment shall be made thereon by Borrower on the
          following Business Day.

          19.8. GENERAL INDEMNITY.

               19.8.1. Borrower agrees to indemnify and hold harmless
               Administrative Agent and each Lender and each of their affiliates
               and their respective officers, directors, employees, agents, and
               advisors (each, an Indemnified Party) from and against any and
               all claims, damages, losses, liabilities, costs, and expenses
               (including, without limitation, reasonable attorneys' fees) that
               may be incurred by or asserted or awarded against any Indemnified
               Party, in each case arising out of or in connection with or by
               reason of (including, without limitation, in connection with any
               investigation, litigation, or proceeding or preparation of
               defense in connection therewith) the Loan Documents, any of the
               transactions contemplated herein or the actual or proposed use of
               the proceeds of the Loans, or the manufacture, storage,
               transportation, release or disposal of any Hazardous Material on,
               from, over or affecting any of the assets, properties, or
               operations of any Covered Person or any predecessor in interest,
               directly or indirectly, except to the extent such claim, damage,
               loss, liability, cost, or expense is found in a final,
               non-appealable judgment by a court of competent jurisdiction to
               have resulted from such Indemnified Party's gross negligence or
               willful misconduct. In the case of an



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               investigation, litigation or other proceeding to which the
               indemnity in this Section 19.8 applies, such indemnity shall be
               effective whether or not such investigation, litigation or
               proceeding is brought by Borrower, its directors, shareholders or
               creditors or an Indemnified Party or any other Person or any
               Indemnified Party is otherwise a party thereto and whether or not
               the transactions contemplated hereby are consummated. Borrower
               agrees not to assert any claim against Administrative Agent, any
               Lender, any of their affiliates, or any of their respective
               directors, officers, employees, attorneys, agents, and advisers,
               on any theory of liability, for special, indirect, consequential,
               or punitive damages arising out of or otherwise relating to the
               Loan Documents, any of the transactions contemplated herein or
               the actual or proposed use of the proceeds of the Loans.

               19.8.2. The obligations of Borrower under this Section 19.8 shall
               survive the termination of the Commitments, the expiration of the
               Letters of Credit, and the indefeasible full payment and
               satisfaction of all of the Loan Obligations.

               19.8.3. To the extent that any of the indemnities required from
               Borrower under this Section are unenforceable because they
               violate any Law or public policy, Borrower shall pay the maximum
               amount which it is permitted to pay under applicable Law.

          19.9. LETTERS OF CREDIT. Borrower assumes all risks of the acts or
          omissions of any beneficiary of any of the Letters of Credit. Neither
          Administrative Agent nor any of its directors, officers, employees,
          agents, or representatives shall be liable or responsible for: (a) the
          use which may be made of any of the Letters of Credit or for any acts
          or omissions of beneficiary in connection therewith; (b) the validity,
          sufficiency or genuineness of documents, or of any endorsement(s)
          thereon, even if such documents should in fact prove to be in any or
          all respects invalid, insufficient, fraudulent or forged; (c) payment
          by Administrative Agent against presentation of documents which, on
          their face, appear to comply with the terms of any Letter of Credit,
          even though such documents may fail to bear any reference or adequate
          reference to any such Letter of Credit; or (d) any other circumstances
          whatsoever in making or failing to make payment under any Letter of
          Credit in connection with which Administrative Agent would, pursuant
          to the Uniform Customs and Practices for Documentary Credits (1993
          Revision), International Chamber of Commerce Publication No. 500 (as
          amended from time to time) or the International Standby Practices
          (ISP98), be absolved from liability. In furtherance and not in
          limitation of the foregoing, Letter of Credit Issuer may accept
          documents that appear on their face to be in order, without
          responsibility for further investigation, regardless of any notice or
          information to the contrary.

          19.10. LOAN RECORDS. The date and amount of all Advances to Borrower
          and payments of amounts due from Borrower under the Loan Documents
          will be recorded in the records that Administrative Agent normally
          maintains for such types of transactions. The failure to record, or
          any error in recording, any of the foregoing shall not, however,
          affect the obligation of Borrower to repay the Loans and other amounts
          payable under the Loan Documents. Borrower shall have the burden of
          proving that such records are not correct. Borrower agrees that
          Administrative Agent's and any Lender's books and records showing the
          Loan Obligations and the transactions pursuant to this Agreement shall
          be admissible in any action or proceeding arising therefrom, and shall
          constitute prima facie proof thereof, irrespective of whether any Loan
          Obligation is also evidenced by a promissory note or other instrument.
          Administrative Agent will provide to Borrower a monthly statement of
          Advances, payments, and other transactions pursuant to this Agreement.
          Such statement shall be deemed correct, accurate and binding on
          Borrower and an account stated (except for reversals and
          reapplications of payments as provided in Section 6.6 and corrections
          of errors discovered by Administrative Agent or a Lender), unless
          Borrower notifies



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<PAGE>   63

          Administrative Agent in writing to the contrary within 60 days after
          such statement is rendered. In the event a timely written notice of
          objections is given by Borrower, only the items to which exception is
          expressly made will be considered to be disputed by Borrower

          19.11. OTHER SECURITY AND GUARANTIES. Administrative Agent or any
          Lender may, without notice or demand and without affecting Borrower's
          obligations hereunder, from time to time: (a) take from any Person and
          hold collateral for the payment of all or any part of the Loan
          Obligations and exchange, enforce and release such collateral or any
          part thereof; and (b) accept and hold any endorsement or guaranty of
          payment of all or any part of the Loan Obligations and release or
          substitute any such endorser or guarantor, or any Person who has given
          any Security Interest in any other collateral as security for the
          payment of all or any part of the Loan Obligations, or any other
          Person in any way obligated to pay all or any part of the Loan
          Obligations.

          19.12. LOAN OBLIGATIONS PAYABLE IN DOLLARS. All Loan Obligations that
          are payable in Dollars under the terms of the Loan Documents shall be
          payable only in Dollars. If, however, to obtain a judgment in any
          court it is necessary to convert a Loan Obligation payable in Dollars
          into another currency, the rate of exchange used shall be that at
          which Administrative Agent, using its customary procedures, could
          purchase Dollars with such other currency in New York, New York on the
          Business Day immediately preceding the day on which such judgment is
          rendered. If any sum in another currency is paid to a Lender or
          received by a Lender and applied to a Loan Obligation payable in
          Dollars, such Loan Obligation shall be deemed paid and discharged only
          to the extent of the amount of Dollars that Administrative Agent,
          using its customary procedures, is able to purchase in New York, New
          York with such sum on the Business Day immediately following receipt
          thereof. Borrower agrees to indemnify each Lender against any loss in
          Dollars that it may incur on such Loan Obligation as a result of such
          payment or receipt and application to such Loan Obligation.

20. MISCELLANEOUS.

          20.1. NOTICES. All notices, consents, requests and demands to or upon
          the respective parties hereto shall be in writing, and shall be deemed
          to have been given or made when delivered in person to those Persons
          listed on Exhibit S or when deposited in the United States mail,
          postage prepaid, or, in the case of telegraphic notice, or the
          overnight courier services, when delivered to the telegraph company or
          overnight courier service, or in the case of telex or telecopy notice,
          when sent, verification received, in each case addressed as set forth
          on Exhibit S, or such other address as either party may designate by
          notice to the other in accordance with the terms of this Section. No
          notice given to or demand made on Borrower by Administrative Agent or
          any Lender in any instance shall entitle Borrower to notice or demand
          in any other instance.

          20.2. AMENDMENTS AND MODIFICATIONS; WAIVERS AND CONSENTS. Unless
          otherwise provided herein, no amendment to or modification of any
          provision of this Agreement, or of any of the other Loan Documents
          shall be effective unless it is in writing and signed by authorized
          officers of Borrower and Required Lenders. Unless otherwise provided
          herein, no waiver of, or consent to any departure by Borrower from,
          the requirements of any provision of this Agreement or any of the
          other Loan Documents shall be effective unless it is in writing and
          signed by authorized officers of Required Lenders. Any such amendment,
          modification, waiver or consent shall be effective only in the
          specific instance and for the purpose for which given. The foregoing
          notwithstanding, no such amendment, modification or consent shall,
          unless signed by authorized officers of all Lenders: (i) change any
          Revolving Loan Commitment of any Lender, or change the Letter of
          Credit Commitment or subject any Lender or the Letter of Credit Issuer
          to a greater



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          obligation than expressly provided for in this Agreement, (ii) reduce
          or forgive the repayment of principal of any Advance or the
          reimbursement of any draw on a Letter of Credit or change the rate, or
          mechanism for determining the rate, of interest on any Advance or any
          fees or other amounts payable by Borrower hereunder, (iii) change the
          regularly scheduled dates for payments of principal or interest of any
          Advance or other fees or amounts payable to any Lender under the Loan
          Documents (including, without limitation, the Revolving Loan Maturity
          Date), (iv) release any Guarantor or other Person liable, directly or
          indirectly for the Loan Obligations, (v) change the provisions of
          Section 17 to the detriment of any Lender, (vi) change the definition
          of Required Lenders herein, (vii) change any requirement herein that
          any particular action be taken by all Lenders or by Required Lenders,
          (viii) change the provisions of this Section, (ix) release any Covered
          Person from its obligations under the Loan Documents, or (x) change
          any provisions of this Agreement requiring ratable distributions to
          Lenders. No failure by Administrative Agent or any Lender to exercise,
          and no delay by Administrative Agent or any Lender in exercising, any
          right, remedy, power or privilege hereunder shall operate as a waiver
          thereof, nor shall any single or partial exercise by Administrative
          Agent or any Lender of any right, remedy, power or privilege hereunder
          preclude any other exercise thereof, or the exercise of any other
          right, remedy, power or privilege existing under any Law or otherwise.

          20.3. RIGHTS CUMULATIVE. Each of the rights and remedies of
          Administrative Agent and Lenders under this Agreement shall be in
          addition to all of its other rights and remedies under applicable Law,
          and nothing in this Agreement shall be construed as limiting any such
          rights or remedies.

          20.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
          inure to the benefit of the parties hereto and all future holders of
          the Notes and their respective successors and assigns, except that
          Borrower may not assign, delegate or transfer any of its rights or
          obligations under this Agreement without the prior written consent of
          Administrative Agent and Required Lenders. With respect to Borrower's
          successors and assigns, such successors and assigns shall include any
          receiver, trustee or debtor-in-possession of or for Borrower.

          20.5. SEVERABILITY. Any provision of this Agreement which is
          prohibited, unenforceable or not authorized in any jurisdiction shall,
          as to such jurisdiction, be ineffective to the extent of such
          prohibition, unenforceability or lack of authorization without
          invalidating the remaining provisions hereof or affecting the
          validity, enforceability or legality of such provision in any other
          jurisdiction unless the ineffectiveness of such provision would result
          in such a material change as to cause completion of the transactions
          contemplated hereby to be unreasonable.

          20.6. COUNTERPARTS. This Agreement may be executed by the parties
          hereto on any number of separate counterparts, and all such
          counterparts taken together shall constitute one and the same
          instrument. It shall not be necessary in making proof of this
          Agreement to produce or account for more than one counterpart signed
          by the party to be charged.

          20.7. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement, the Notes
          and the other Loan Documents and the rights and obligations of the
          parties hereunder and thereunder shall be governed by and construed
          and interpreted in accordance with the internal Laws of the State of
          Missouri applicable to contracts made and to be performed wholly
          within such state, without regard to choice or conflicts of law
          principles. This Agreement is solely for the benefit of the parties
          hereto and their respective successors and assigns, and no other
          Person shall have any right, benefit, priority or interest under, or
          because of the existence of, this Agreement.



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          20.8. COUNTERPART FACSIMILE EXECUTION. For purposes of this Agreement,
          a document (or signature page thereto) signed and transmitted by
          facsimile machine or telecopier is to be treated as an original
          document. The signature of any Person thereon, for purposes hereof, is
          to be considered as an original signature, and the document
          transmitted is to be considered to have the same binding effect as an
          original signature on an original document. At the request of any
          party hereto, any facsimile or telecopy document is to be re-executed
          in original form by the Persons who executed the facsimile or telecopy
          document. No party hereto may raise the use of a facsimile machine or
          telecopier or the fact that any signature was transmitted through the
          use of a facsimile or telecopier machine as a defense to the
          enforcement of this Agreement or any amendment or other document
          executed in compliance with this Section.

          20.9. REPRODUCTIONS AS EVIDENCE. This Agreement and the other Loan
          Documents, including but not limited to (a) consents, waivers,
          amendments, and modifications which may hereafter be executed, and (b)
          financial statements, certificates and other information previously or
          hereafter furnished to Administrative Agent or any Lender, may be
          reproduced by Administrative Agent or such Lender by any photographic,
          photostatic, microfilm, microcard, miniature photographic, computer
          imaging or other similar process and Administrative Agent or such
          Lender may destroy any original document so reproduced. Any such
          reproduction shall be admissible in evidence as the original itself in
          any judicial or administrative proceeding (whether or not the original
          is in existence and whether or not such reproduction was made in the
          regular course of business of Administrative Agent or such Lender) and
          any enlargement, facsimile or further reproduction of such
          reproduction shall likewise be admissible in evidence.

          20.10. NEGOTIATED TRANSACTION. Borrower, Administrative Agent and each
          Lender represent each to the others that in the negotiation and
          drafting of this Agreement and the other Loan Documents they have been
          represented by and have relied upon the advice of counsel of their
          choice. Borrower and Administrative Agent affirm that their counsel
          have both had substantial roles in the drafting and negotiation of
          this Agreement and each Lender affirms that its counsel has
          participated in the drafting and negotiation of this Agreement;
          therefore, this Agreement will be deemed drafted by all of Borrower,
          Administrative Agent and Lenders, and the rule of construction to the
          effect that any ambiguities are to be resolved against the drafter
          will not be employed in the interpretation of this Agreement.

          20.11. MANDATORY ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR
          AMONG THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT
          OR ANY OTHER LOAN DOCUMENT, INCLUDING ANY CLAIM BASED ON OR ARISING
          FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN
          ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE
          APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE
          ARBITRATION OF COMMERCIAL DISPUTES OF JUDICIAL ARBITRATION AND
          MEDIATION SERVICES, INC., PREDECESSOR IN INTEREST TO ENDISPUTE, INC.,
          DOING BUSINESS AS "J.A.M.S./ENDISPUTE" AND THE "SPECIAL RULES" SET
          FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES
          SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN
          ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS AGREEMENT MAY BRING
          AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL
          ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT
          APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.



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               20.11.1. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN ST.
               LOUIS CITY OR COUNTY, MISSOURI AND ADMINISTERED BY
               J.A.M.S./ENDISPUTE WHO WILL APPOINT AN ARBITRATOR; IF
               J.A.M.S./ENDISPUTE IS UNABLE OR LEGALLY PRECLUDED FROM
               ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION
               ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE
               COMMENCED WITHIN 90 CALENDAR DAYS OF THE DEMAND FOR ARBITRATION;
               FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
               PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN
               ADDITIONAL 60 CALENDAR DAYS.

               20.11.2. RESERVATION OF RIGHTS. NOTHING IN THIS AGREEMENT OR ANY
               OTHER LOAN DOCUMENT SHALL BE DEEMED TO (I) LIMIT THE
               APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION
               OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT OR ANY
               OTHER LOAN DOCUMENT; OR (II) BE A WAIVER BY ADMINISTRATIVE AGENT
               OR ANY LENDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC.
               91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
               RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER (A) TO EXERCISE SELF
               HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B) TO
               OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS
               (BUT NOT LIMITED TO) INJUNCTIVE RELIEF OR THE APPOINTMENT OF A
               RECEIVER. ADMINISTRATIVE AGENT OR ANY LENDER MAY EXERCISE SUCH
               SELF HELP RIGHTS OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES
               BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION
               PROCEEDING BROUGHT PURSUANT TO THIS AGREEMENT OR ANY OF THE OTHER
               LOAN DOCUMENTS. NEITHER THE EXERCISE OF SELF HELP REMEDIES NOR
               THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR PROVISIONAL OR
               ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY
               PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE
               THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH
               REMEDIES. NO PROVISION IN THIS AGREEMENT OR IN ANY OTHER LOAN
               DOCUMENT REGARDING SUBMISSION TO JURISDICTION, CHOICE OF FORUM,
               WAIVER OF JURY TRIAL AND/OR VENUE IN ANY COURT IS INTENDED OR
               SHALL BE CONSTRUED TO BE IN DEROGATION OF THE PROVISIONS IN THIS
               AGREEMENT OR ANY OTHER LOAN DOCUMENT FOR ARBITRATION OF ANY
               CONTROVERSY OR CLAIM.

               20.11.3. CONFIDENTIALITY. ADMINISTRATIVE AGENT AND EACH LENDER
               ACKNOWLEDGES AND AGREES THAT INFORMATION AND MATERIALS IT OBTAINS
               IN THE COURSE OF ANY ARBITRATION PROCEEDING WILL BE SUBJECT TO
               THE CONFIDENTIALITY STANDARDS CONTAINED IN SECTION 13.17.

          20.12. CHOICE OF FORUM. IF THIS AGREEMENT IS FOUND NOT TO BE SUBJECT
          TO ARBITRATION, THEN, SUBJECT ONLY TO THE EXCEPTION IN THE NEXT
          SENTENCE, BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER



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          HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF
          THE EASTERN DISTRICT OF MISSOURI AND THE STATE COURTS OF MISSOURI
          LOCATED IN ST. LOUIS COUNTY AND WAIVES ANY OBJECTION BASED ON VENUE OR
          FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN,
          AND AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN
          ADMINISTRATIVE AGENT, LENDERS, AND BORROWER OR THE CONDUCT OF ANY OF
          THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE HEARD
          ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1)
          ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO BRING ANY
          ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN ANY COURTS OF
          ANY OTHER JURISDICTION ADMINISTRATIVE AGENT OR ANY LENDER DEEM
          NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, REAL
          ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) EACH OF THE
          PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED
          IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT
          LOCATED OUTSIDE THOSE JURISDICTIONS.

          20.13. SERVICE OF PROCESS. IF THIS AGREEMENT IS FOUND NOT BE TO
          SUBJECT TO ARBITRATION, THEN, BORROWER HEREBY WAIVES PERSONAL SERVICE
          OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
          PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED)
          DIRECTED TO BORROWER AT ITS ADDRESS SET FORTH ON EXHIBIT S, AND
          SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE
          SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS; OR AT
          ADMINISTRATIVE AGENT'S OR ANY LENDER'S OPTION, BY SERVICE UPON CT
          CORPORATION, WHICH BORROWER IRREVOCABLY APPOINTS AS BORROWER'S AGENT
          FOR THE PURPOSE OF ACCEPTING SERVICE OF PROCESS WITHIN THE STATE OF
          MISSOURI. ADMINISTRATIVE AGENT OR SUCH LENDER SHALL PROMPTLY FORWARD
          BY REGISTERED MAIL ANY PROCESS SO SERVED UPON SAID AGENT TO BORROWER
          AT ITS ADDRESS ON EXHIBIT S HERETO. NOTHING IN THIS SECTION SHALL
          AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE LEGAL
          PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

          20.14. WAIVER OF JURY TRIAL. IF THIS AGREEMENT IS FOUND NOT TO BE
          SUBJECT TO ARBITRATION, THEN, WITHOUT INTENDING TO ALTER OR LIMIT THE
          PROVISIONS OF SECTION 20.11, BORROWER, ADMINISTRATIVE AGENT, AND EACH
          LENDER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
          ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY
          OTHER LOAN DOCUMENT, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR
          INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR EITHER OF THEM IN
          RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE
          TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW
          EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
          TORT OR OTHERWISE. BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER
          AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
          ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT EITHER
          MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT



                                       60
<PAGE>   68

          WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
          HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

          20.15. INCORPORATION BY REFERENCE. All of the terms of the other Loan
          Documents are incorporated in and made a part of this Agreement by
          this reference.

          20.16. STATUTORY NOTICE - ORAL COMMITMENTS. The following notice is
          given pursuant to Section 432.045 of the Missouri Revised Statutes;
          nothing contained in such notice shall be deemed to limit or modify
          the terms of the Loan Documents:

          ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
          FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO
          EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU
          (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT,
          ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS
          WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
          AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO
          MODIFY IT.

          Borrower acknowledges that there are no other agreements between
          Administrative Agent, Lenders, and Borrower, oral or written,
          concerning the subject matter of the Loan Documents, and that all
          prior agreements concerning the same subject matter, including any
          proposal or commitment letter, are merged into the Loan Documents and
          thereby extinguished.



                                       61
<PAGE>   69

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by appropriate duly authorized officers as of the date first above
written.

THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE ENFORCED BY THE
PARTIES.

<TABLE>
<S>                                                         <C>
YOUNG INNOVATIONS, INC.                                     BANK OF AMERICA, N.A., as Administrative
by its Executive Vice President and Chief Financial         Agent
Officer                                                     by its Vice President

                                                            ---------------------------------------------
----------------------------------------------------        Name:  David A. Johanson
Name: Arthur L. Herbst, Jr.

                                                            BANK OF AMERICA, N.A., as a Lender
                                                            by its Corporate Banking Officer

                                                            ---------------------------------------------
                                                            Name: Chris K. Hackney

THE NORTHERN TRUST COMPANY, AS A LENDER                     HARRIS TRUST AND SAVINGS BANK, AS A LENDER
by its Vice President                                       by its Vice President



---------------------------------------------------         ---------------------------------------------
Name: Fredric McClendon                                     Name: Keith J. Niebrugge
</TABLE>


<PAGE>   70


                                    EXHIBIT S

                             NOTICE ADDRESSES, ETC.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>
NOTICE ADDRESS FOR BORROWER:                                 APPLICABLE LENDING OFFICE FOR ADMINISTRATIVE AGENT AND
                                                             NOTICE ADDRESS FOR ADMINISTRATIVE AGENT FOR ADVANCES,
Young Innovations, Inc.                                      CONVERSIONS, CONTINUATIONS, PAYMENTS, AND PREPAYMENTS:
2401 Harnish Drive
Suite 100                                                    Bank of America, N.A.
Algonquin, Illinois 60102                                    901 Main Street
Attention: Arthur L. Herbst, Jr.                             Mail Code TX1-492-14-14
FAX #: 847-458-6257                                          Dallas, TX 75202-3417
Confirming Telephone #: 847-458-5400                         Attention:  Deanna Betik
                                                             FAX #: 214-290-9414
WITH A COURTESY COPY TO:                                     Confirming Telephone #: 214-209-3259
-----------------------

McDermott Will & Emery
227 W. Monroe St.                                            NOTICE ADDRESS FOR ADMINISTRATIVE AGENT FOR ALL OTHER
Chicago, IL  60606                                           PURPOSES:
Attention: John Tamisiea

FAX #: 312-984-3669                                          Bank of America, N.A., Administrative Agent
Confirming Telephone #: 312-984-6957                         231 S. LaSalle Street
                                                             Mail Code IL1-231-08-30
                                                             Chicago, IL  60697
                                                             Attention: David A. Johanson
                                                             FAX #: 877-206-8410
                                                             Confirming Telephone #: 312-828-7933

                                                                      with a copy to:

                                                             Lewis, Rice & Fingersh, L.C.
                                                             500 North Broadway, Suite 2000
                                                             St. Louis, MO  63102
                                                             Attention:  Rosemarie M. Karcher, Esq.
                                                             FAX #:  314-612-7673
                                                             Confirming Telephone #:  314-444-7673
---------------------------------------------------------------------------------------------------------------------

NOTICE ADDRESS FOR THE FOLLOWING ENTITIES UNDER ANY LOAN     APPLICABLE LENDING OFFICE AND NOTICE ADDRESS FOR BANK
DOCUMENT:                                                    OF AMERICA, N.A., A LENDER:

Young Acquisitions Company                                   Bank of America, N.A.
Young PS Acquisitions, LLC                                   800 Market Street
Young Dental Manufacturing I, LLC                            Mail Code MO1-800-12-20
Panoramic Rental Corp                                        Attention:  Chris K. Hackney
Athena Technology, LLC                                       FAX #: 314-466-6744
Denticator International, Inc.                               Confirming Telephone #: 314-466-7920
Lorvic Holdings, Inc.
Lorvic Corporation
c/o Young Innovations, Inc.
2401 Harnish Drive
</TABLE>


<PAGE>   71

<TABLE>
<S>                                                          <C>
Suite 100
Algonquin, Illinois 60102
Attention: Arthur L. Herbst, Jr.
FAX #: 847-458-6257
Confirming Telephone #: 847-458-5400

WITH A COURTESY COPY TO:

McDermott Will & Emery
227 W. Monroe St.
Chicago, IL  60606
Attention: John Tamisiea

FAX #: 312-984-3669
Confirming Telephone #: 312-984-6957

---------------------------------------------------------------------------------------------------------------------
APPLICABLE LENDING OFFICE AND NOTICE ADDRESS FOR HARRIS      APPLICABLE LENDING OFFICE AND NOTICE ADDRESS FOR THE
TRUST AND SAVINGS BANK, A LENDER:                            NORTHERN TRUST COMPANY, A LENDER:

Harris Trust And Savings Bank                                The Northern Trust Company
111 W. Monroe Street                                         50 S. LaSalle St. B-2
Chicago, Illinois  60603                                     Chicago, IL 60675
Attention: Keith J. Niebrugge                                Attention: Fredric McClendon
FAX #: 312-293-4856                                          FAX #: 312-444-7028
Confirming Telephone #: 312-461-3134                         Confirming Telephone #: 312-557-1893

---------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   72



                                   EXHIBIT 2.1

                                    GLOSSARY

ACCOUNT -- as to any Person, the right of such Person to payment for goods sold
or leased or for services rendered by such Person.

ACQUIRING COMPANY -- the Person obligated to pay or provide the consideration
payable in connection with a Permitted Acquisition upon the consummation
thereof.

ACQUISITION DOCUMENTS -- in the case of any Permitted Acquisition, the documents
to which Borrower or any other Covered Person is a party and under which such
Permitted Acquisition is contemplated.

ADJUSTED BASE RATE -- defined in Section 4.4.

ADJUSTED EURODOLLAR RATE -- is defined in Section 4.5.

ADMINISTRATIVE AGENT -- Bank of America, in its capacity as Administrative Agent
under this Agreement, and its successors and assigns in such capacity.

ADVANCE -- a Revolving Loan Advance or a Swingline Advance.

ADVANCE DATE -- the date on which an Advance is requested by Borrower to be
made, or is otherwise contemplated or intended to be made, as provided herein.

AFFECTED LOANS -- defined in Section 18.5.

AFFILIATE -- with respect to any Person, (a) any other Person who is a partner,
director, officer, stockholder, member, partner or other equity holder of such
Person; and (b) any other Person which, directly or indirectly, through one or
more intermediaries, is in control of, is controlled by or is under common
control with such Person, and any partner, director, officer or stockholder,
member, partner or other equity holder of such other Person described. For
purposes of this Agreement, control of a Person by another Person shall be
deemed to exist if such other Person has the power, directly or indirectly,
either to (i) vote twenty five percent (25%) or more of the securities,
membership interests or other equity interest having the power to vote in an
election of directors or managers of such Person, or (ii) direct the management
of such Person, whether by contract or otherwise and whether alone or in
combination with others.

AGENT-RELATED PERSON -- Administrative Agent (including any successor
administrative agent), together with its Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

AGGREGATE REVOLVING LOAN -- the from time to time outstanding principal balance
of all Revolving Loan Advances.

AGGREGATE REVOLVING LOAN COMMITMENT -- the aggregate commitments of Lenders as
stated in Section 3.1.1 to fund Revolving Loan Advances, as it may be changed as
provided herein.

AGREEMENT -- this Credit Facilities Agreement.


                                       i
<PAGE>   73

APPLICABLE LENDING OFFICE -- means, for Administrative Agent and each Lender and
for each Loan, the Applicable Lending Office of Administrative Agent or such
Lender (or of an affiliate of such Lender) designated for such Loan on Exhibit S
or such other office of such Lender (or an affiliate of Administrative Agent or
such Lender) as Administrative Agent or such Lender may from time to time
specify to Administrative Agent (in the case of another Lender) and Borrower by
written notice in accordance with the terms hereof as the office by which its
Loans are to be made and maintained.

ASBESTOS MATERIAL -- either asbestos or asbestos-containing materials.

ASSIGNMENT AND ACCEPTANCE -- as defined in Section 19.4.1.3

BASE RATE -- for any day, the rate per annum equal to the higher of (a) the
Federal Funds Rate (as such rate may fluctuate from time to time as provided for
herein) for such day plus .50% and (b) the Prime Rate (as such rate may
fluctuate from time to time as provided for herein) for such day. Any change in
the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall
be effective on the effective date of such change in the Prime Rate or Federal
Funds Rate. The interest rate so designated from time to time as the Base Rate
by Administrative Agent is a reference rate and does not necessarily represent
the lowest or best rate charged to any customer of Administrative Agent or any
other Lender.

BASE RATE ADVANCE -- an Advance that will become a Base Rate Loan.

BASE RATE INCREMENT -- is specified in Section 4.4.

BASE RATE LOAN -- any portion of a Loan on which interest accrues at the Base
Rate.

BENEFICIAL OWNER -- as defined in Rule 13-D-3 of the Securities and Exchange
Commission.

BANK OF AMERICA -- as defined in the introductory paragraph to this Agreement.

BORROWER -- as defined in the introductory paragraph to this Agreement.

BORROWING REPRESENTATIVE -- each officer of Borrower who is authorized to submit
requests for Advances or the issuance of Letters of Credit on behalf of Borrower
hereunder and each other Person who is designated by Borrower as its agent for
submitting requests for Advances or the issuance of Letters of Credit on behalf
of Borrower hereunder.

BUSINESS DAY-- a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the Laws of either
the United States or the State of Missouri, and when used in connection with
Eurodollar Loans, also a day other than any day on which dealings in U.S. Dollar
deposits are not carried on in the London interbank market.

CAPITAL EXPENDITURE -- an expenditure for an asset that must be depreciated or
amortized under GAAP or for any asset that under GAAP must be treated as a
capital asset, including the imputed principal portion of payments under Capital
Leases.

CAPITAL LEASE -- any lease the obligation for lease payments with respect to
which is required to be capitalized on a consolidated balance sheet of the
lessee and its Subsidiaries in accordance with GAAP.

CHARTER DOCUMENTS -- the articles or certificate of incorporation and bylaws of
a corporation; the certificate of limited partnership and partnership agreement
of a limited partnership; the partnership


                                       ii
<PAGE>   74

agreement of a general partnership; the articles of organization and operating
agreement of a limited liability company; or the indenture of a trust.

CLAIMS ACT -- the Assignment of Claims Act of 1940.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986 and all regulations thereunder of the
IRS.

COMMERCIAL LETTER OF CREDIT FEE -- the fee payable to Administrative Agent for
Lenders as required in Section 5.3.

COMMITMENT -- either the Revolving Loan Commitment of a Lender, the Swingline
Commitment of Bank of America, or the Letter of Credit Commitment of Letter of
Credit Issuer.

COMMONLY CONTROLLED ENTITY -- a Person which is under common control with
another Person within the meaning of Section 414(b) or (c) of the Code.

CONTRACT -- any contract, note, bond, indenture, deed, mortgage, deed of trust,
security agreement, pledge, hypothecation agreement, assignment, or other
agreement or undertaking, or any security.

COVERED PERSON -- defined in Section 2.3.

DEFAULT -- any of the events listed in Section 16.1 of this Agreement, without
giving effect to any requirement for the giving of notice, for the lapse of
time, or both, or for the happening of any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity and
in certain other circumstances as provided in Section 4.10.

DISCLOSURE SCHEDULE -- the disclosure schedule of Borrower attached hereto as
Exhibit 11.

DOL -- the United States Department of Labor.

DOLLARS and the sign $ -- lawful money of the United States.

DOMESTIC SUBSIDIARY -- any Subsidiary of Borrower organized under the Laws of
any state of the United States.

EBITDA -- defined in Section 15.1.

EFFECTIVE DATE -- the date when this Agreement is effective as provided in
Section 1.

ELIGIBLE ASSIGNEE -- means (i) a Lender; (ii) an affiliate of a Lender; and
(iii) any other Person approved by Administrative Agent and the Borrower
(provided, that the consent of the Borrower shall not be unreasonably withheld
or delayed and shall not be required if there exists any Event of Default that
has not been waived in writing); provided, however, that (A) none of Borrower,
any Guarantor, or any other Covered Person, (B) any Affiliate of Borrower, any
Guarantor or any other Covered Person, or (C) any Person which, at the time of
the relevant assignment, would be entitled to receive additional payments under
Sections 18.1, 18.5 or 18.6 of this Agreement in aggregate amounts (whether then
payable or due in


                                      iii
<PAGE>   75

the future) in excess of the amounts which would otherwise be payable to the
assigning Lender under this Agreement shall qualify as an Eligible Assignee.

EMPLOYMENT LAW -- ERISA, the Occupational Safety and Health Act, the Fair Labor
Standards Act, or any other Law pertaining to the terms or conditions of labor
or safety in the workplace or discrimination or sexual harassment in the
workplace.

ENVIRONMENTAL LAW -- the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Clean Air Act, or any other Law pertaining to environmental
quality or remediation of Hazardous Material.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974 and all regulations
thereunder of the IRS or United States Department of Labor.

ERISA AFFILIATE -- as to any Person, any trade or business (irrespective of
whether incorporated) which is a member of a group of which such Person is a
member and thereafter treated as a single employer under 414(b), (c), (m) or (o)
of the Code or applicable treasury regulations thereunder.

EURODOLLAR ADVANCE -- an Advance that will become a Eurodollar Loan.

EURODOLLAR INCREMENT -- is defined in Section 4.5.

EURODOLLAR LOAN -- any portion of the Aggregate Revolving Loan on which interest
accrues at the Adjusted Eurodollar Rate.

EURODOLLAR RATE -- for the applicable Interest Period therefor, the interest
rate per annum equal to the quotient of

         (i) the rate per annum (rounded upwards, if necessary, to the nearest
         1/100 of 1%), as determined by Administrative Agent as appearing on the
         Dow Jones Market Page 3750 (or any successor page) as the London
         interbank offered rate for deposits in Dollars at approximately 11:00
         a.m. (London time) two Business Days prior to the first day of such
         Interest Period for a term comparable to such Interest Period. If for
         any reason such rate is not available, the term Eurodollar Rate shall
         mean, for any Eurodollar Loan for any Interest Period therefor, the
         rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
         1%) appearing on Reuters Screen LIBO Page as the London interbank
         offered rate for deposits in Dollars at approximately 11:00 a.m.
         (London time) two Business Days prior to the first day of such Interest
         Period for a term comparable to such Interest Period (provided,
         however, if more than one rate is specified on Reuters Screen LIBO
         Page, the applicable rate shall be the arithmetic mean of all such
         rates (rounded upwards, if necessary, to the nearest 1/100 of 1%)),

                  divided by

         (ii) an amount equal to one minus the maximum rate (expressed as a
         decimal) at which reserves (including, without limitation, any
         marginal, special, supplemental, or emergency reserves) are required to
         be maintained under regulations issued from time to time by the FRB or
         any other Governmental Authority to which any Lender is subject (or any
         successor) against, including, in the case of Eurodollar Loans,
         Eurocurrency liabilities (as such term is used in Regulation D).
         Without limiting the effect of the foregoing, the reserve requirement
         shall reflect any other


                                       iv
<PAGE>   76

         reserves required to be maintained by any Lender with respect to any
         category of liabilities which includes deposits by reference to which
         the Eurodollar Rate is to be determined, or any category of extensions
         of credit or other assets which include Eurodollar Loans. (The entire
         amount of a Eurodollar Loan shall be deemed to constitute a
         Eurocurrency liability and as such shall be deemed to be subject to
         such reserve requirements without benefit of credits for proration,
         exceptions or setoffs which may be available from time to time to any
         Lender under Regulation D.) The Eurodollar Rate shall be adjusted
         automatically on and as of the effective date of any change in any such
         reserve requirements.

EVENT OF DEFAULT -- any of the events listed in Section 16.1 of this Agreement
as to which any requirement for the giving of notice, for the lapse of time, or
both, or for the happening of any further condition, event or act has been
satisfied.

EXECUTION DATE -- the date when this Agreement has been executed.

EXISTING DEFAULT -- a Default which has occurred and is continuing, or an Event
of Default which has occurred, and which has not been waived in writing by the
Required Lenders, or all of the Lenders if required by Section 20.2.

FEDERAL FUNDS RATE -- for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to Administrative
Agent (in its individual capacity) on such day on such transactions as
determined by Administrative Agent.

FINANCIAL STATEMENTS -- the most recent of the Initial Financial Statements and
the financial statements of Borrower required to be furnished to Administrative
Agent under Section 13.13 of this Agreement.

FRB -- the Board of Governors of the Federal Reserve System and any successor
thereto or to the functions thereof.

FRONTING FEE -- the fee payable to Letter of Credit Issuer as required in
Section 5.4.

GAAP -- those generally accepted accounting principles set forth in Statements
of the Financial Accounting Standards Board and in Opinions of the Accounting
Principles Board of the American Institute of Certified Public Accountants or
which have other substantial authoritative support in the United States and are
applicable in the circumstances, as applied on a consistent basis.

GOVERNMENTAL AUTHORITY -- the federal government of the United States; the
government of any foreign country that is recognized by the United States or is
a member of the United Nations and that has jurisdiction over any Covered
Person; any state of the United States; any local Government or municipality
within the territory or under the jurisdiction of any of the foregoing; any
department, agency, division, or instrumentality of any of the foregoing; and
any court, arbitrator, or board of arbitrators whose orders or judgements are
enforceable by or within the territory of any of the foregoing.

GROUP -- as used in Regulation 13-D issued by the Securities and Exchange
Commission.

                                       v
<PAGE>   77

GUARANTOR -- any Person required under this Agreement to execute and deliver to
Administrative Agent for the benefit of Lenders a guaranty of part or all of the
Loan Obligations.

GUARANTY -- each guaranty of part or all of the Loan Obligations executed and
delivered to Administrative Agent for the benefit of Lenders by any Guarantor.

HAZARDOUS MATERIAL -- any radioactive, toxic, solid or special waste, material,
substance or constituent thereof, or any other substance defined as hazardous or
subject to regulation under any applicable Environmental Law or regulation),
including Asbestos Material. HAZARDOUS MATERIAL does not include materials or
products containing hazardous constituents which are not considered to be waste
under the applicable Environmental Law or which are considered to be waste but
are transported, handled or disposed of in accordance with the applicable
Environmental Law, or Asbestos Material which is not friable.

HEDGING OBLIGATIONS -- any obligations of Borrower to Administrative Agent or
any Affiliate or Subsidiary of Bank of America Corporation under any agreement
or agreements between Borrower and Administrative Agent or any Affiliate or
Subsidiary of Bank of America Corporation now existing or hereafter entered
into, which provides for an interest rate, credit, commodity or equity swap,
cap, floor, collar, forward foreign exchange transaction, currency swap, cross
currency rate swap, currency option, any similar transaction or any combination
of, or option with respect to, these or similar transactions, for the purpose of
hedging the Borrower's exposure to fluctuations in interest or exchange rates,
loan, credit, exchange, security or currency valuations or commodity prices.

IMPOSITIONS -- defined in Section 18.6.1.

INDEBTEDNESS -- as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii) to
pay the deferred purchase price of property or services; (iii) to make payments
or reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments or reimbursements with respect to letters of credit whether or not
there have been drawings thereunder; (v) with respect to which there is any
Security Interest in any property of such Person (the deemed amount of
Indebtedness with respect to such obligation shall be (i) the fair market value
of the assets subject to such a Security Interest, if such obligation is
non-recourse to such Person, and (ii) the amount of the obligation so secured,
if such obligation is recourse to such Person); (vi) to make any payment or
contribution to a Multi-Employer Plan; (vii) that is evidenced by a note, bond,
debenture or similar instrument; (viii) under any conditional sale agreement or
title retention agreement; or (ix) to pay interest or fees with respect to any
of the foregoing. INDEBTEDNESS also includes any other Obligation that either
(i) is non-contingent and liquidated in amount or (ii) should under GAAP be
included in liabilities and not just as a footnote on a balance sheet.

INDEMNIFIED PARTY -- defined in Section 19.8.1.

INDIRECT OBLIGATION -- as to any Person, (a) any guaranty by such Person of any
Obligation of another Person; (b) any Security Interest in any property of such
Person that secures any Obligation of another Person; (c) any enforceable
contractual requirement that such Person (i) purchase an Obligation of another
Person or any property that is security for such Obligation, (ii) advance or
contribute funds to another Person for the payment of an Obligation of such
other Person or to maintain the working capital, net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such other
Person, (iii) purchase property, securities or services from another Person for
the purpose of assuring the beneficiary of any Obligation of such other Person
that such other Person has the ability to timely pay or discharge such
Obligation, (iv) grant a Security Interest in any property of such Person to


                                       vi
<PAGE>   78


secure any Obligation of another Person, (v) otherwise assure or hold harmless
the beneficiary of any Obligation of another Person against loss in respect
thereof; (d) any Obligation arising from the endorsement by such Person of an
instrument; (e) any Obligation of such Person as a surety; and (f) any other
contractual requirement enforceable against such Person that has the same
substantive effect as any of the foregoing. The term INDIRECT OBLIGATION does
not, however, include the endorsement by a Person of instruments for deposit or
collection in the ordinary course of business or the liability of a general
partner of a partnership for Obligations of such partnership. The amount of any
Indirect Obligation of a Person shall be deemed to be the stated or determinable
amount of the Obligation in respect of which such Indirect Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by such Person in good faith.

INITIAL FINANCIAL STATEMENTS -- the financial statements of Borrower referred to
in Section 9.1.2.

INTEREST EXPENSE -- defined in Section 15.1.

INTEREST PERIOD -- the period during which a particular Adjusted Eurodollar Rate
applies to a Eurodollar Loan, as selected by Borrower as provided in Section
4.7.

INVENTORY -- goods owned and held by a Person for sale, lease or resale or
furnished or to be furnished under contracts for services, and raw materials,
goods in process, materials, component parts and supplies used or consumed, or
held for use or consumption in such Person's business.

INVESTMENT -- (a) a loan or advance of money or property to a Person, (b) stock,
membership interest, or other equity interest in a Person, (c) a debt instrument
issued by a Person, whether or not convertible to stock, membership interest, or
other equity interest in such Person, or (d) any other interest in or rights
with respect to a Person which include, in whole or in part, a right to share,
with or without conditions or restrictions, some or all of the revenues or net
income of such Person.

IRS -- the Internal Revenue Service.

JOINT VENTURE - as to any Covered Person, (a) any Subsidiary of such Covered
Person with respect to which 20% or more of the outstanding shares of any class
of stock or other equity interests of such Subsidiary is at the time owned by
one or more third parties unrelated to such Covered Person, and (b) any other
Person with respect to which more than 10% but less than or equal to 50% of the
outstanding shares of stock or other equity interests of any class having
ordinary voting power (other than stock or other equity interests having such
power only by reason of the happening of a contingency) is at the time owned by
such Covered Person or by one or more Subsidiaries of such Covered Person.

LAW -- any statute, rule, regulation, order, judgment, award or decree of any
Governmental Authority.

LENDER -- any one of the lenders listed on Exhibit 3 to this Agreement,
including Administrative Agent in its capacity as a lender, or any Person who
takes an assignment from any of such lenders of all or a portion of its rights
and obligations as a lender under this Agreement pursuant to Section 19.4.1 and
an Assignment and Acceptance as provided therein.

LENDERS' EXPOSURE -- the sum of the Aggregate Revolving Loan Commitment, the
Swingline Loan, and the Letter of Credit Exposure.

LETTER OF CREDIT -- any standby or commercial (documentary) letter of credit
issued by Letter of Credit Issuer pursuant to the Letter of Credit Commitment.


                                      vii
<PAGE>   79

LETTER OF CREDIT COMMITMENT -- the commitment of the Letter of Credit Issuer to
issue Letters of Credit as provided in Section 3.3.

LETTER OF CREDIT EXPOSURE -- the undrawn amount of all outstanding letters of
credit issued under the Letter of Credit Commitment plus all amounts drawn on
such letters of credit and not yet reimbursed by Borrower.

LETTER OF CREDIT ISSUER -- the Lender that has committed in Section 3.3 to issue
Letters of Credit.

LOAN -- a Revolving Loan or a Swingline Loan.

LOAN DOCUMENTS -- this Agreement, the Notes, the Guaranties, any Letter of
Credit application/reimbursement agreement between Borrower and the Letter of
Credit Issuer, and all other agreements, certificates, documents, instruments
and other writings executed in connection herewith or related hereto, including,
without limitation, the Swingline Documents.

LOAN OBLIGATIONS -- all of Borrower's Indebtedness owing to Bank of America
(with respect to the Swingline Commitment), to the Letter of Credit Issuer,
Administrative Agent or Lenders under the Loan Documents, whether as principal,
interest, fees or otherwise, all reimbursement obligations of Borrower to Letter
of Credit Issuer or Lenders with respect to the Letter of Credit Exposure, and
all other obligations and liabilities of Borrower to Administrative Agent or
Lenders under the Loan Documents and all Hedging Obligations (in each case
including all extensions, renewals, modifications, rearrangements, restructures,
replacements and refinancings of the foregoing, whether or not the same involve
modifications to interest rates or other payment terms), whether now existing or
hereafter created, absolute or contingent, direct or indirect, joint or several,
secured or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, including but not
limited to the obligation of Borrower to repay future advances by Administrative
Agent or Lenders hereunder, whether or not made pursuant to commitment and
whether or not presently contemplated by Borrower, Administrative Agent or
Lenders in the Loan Documents.

LOCAL TIME -- the local time in the city in which Administrative Agent's address
is located, as set forth on Exhibit S (as changed from time to time in
accordance with the terms hereof).

MATERIAL ADVERSE EFFECT -- with respect to any event or occurrence of whatever
nature (including any adverse determination in any litigation, arbitration,
investigation or proceeding), a material adverse effect on the business,
operations, revenues, financial condition, property, or business prospects of
the Borrower and its Material Subsidiaries taken as a whole, or the ability of
the Borrower and its Material Subsidiaries taken as a whole to timely pay or
perform such Persons' Obligations generally, or in the case of Borrower
specifically, the ability of Borrower to pay or perform any of Borrower's
Obligations to Lender, or in the case of any Guaranty specifically, the ability
of such Guarantor to pay or perform any of its Obligations under the terms of
its Guaranty.

MATERIAL AGREEMENT -- as to any Person, any Contract to which such Person is a
party or by which such Person is bound which, if violated or breached in any
material respect, has or is reasonably likely to have a Material Adverse Effect.

MATERIAL LAW -- any separately enforceable provision of a Law whose violation by
a Person has or is reasonably likely to have a Material Adverse Effect.

MATERIAL LICENSE -- (i) any license, permit or consent from a Governmental
Authority or other Person and any registration and filing with a Governmental
Authority or other Person which if not obtained, held


                                      viii
<PAGE>   80

or made by a Covered Person has or is reasonably likely to have a Material
Adverse Effect, and (ii) as to any Covered Person who is a party to this
Agreement or any of the other Loan Documents, any license, permit or consent
from a Governmental Authority or other Person and any registration or filing
with a Governmental Authority or other Person that is necessary for the
execution or performance by such party, or the validity or enforceability
against such party, of this Agreement or such other Loan Document.

MATERIAL OBLIGATION -- as to any Person, an Obligation of such Person which if
not fully and timely paid or performed has or is reasonably likely to have a
Material Adverse Effect.

MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by or
before any Governmental Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves any Covered Person
as a party or any property of any Covered Person, and has or is reasonably
likely to have a Material Adverse Effect, (ii) in which there has been issued an
injunction, writ, temporary restraining order or any other order of any nature
which purports to restrain or enjoin the making of any Advance, the consummation
of any other transaction contemplated by the Loan Documents, or the
enforceability of any provision of any of the Loan Documents, (iii) which
involves the actual or alleged breach or violation by a Covered Person of, or
default by a Covered Person under, any Material Agreement, or (iv) which
involves the actual or alleged violation by a Covered Person of any Material
Law.

MATERIAL SUBSIDIARY -- any Subsidiary of Borrower having assets in excess of
$9,000,000.

MATURITY -- as to any Indebtedness, the time when it becomes payable in full,
whether at a regularly scheduled time, because of acceleration or otherwise.

MAXIMUM AVAILABLE AMOUNT -- the maximum Dollar amount available for Revolving
Loan Advances on any date as limited in Section 3.1.2, as it may be changed as
provided herein.

MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer plan as
defined in Section 4001(a)(3) of ERISA.

NET WORTH -- defined in Section 15.1.

NOTE -- any Revolving Note or the Swingline Note.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such Person of any Indebtedness of another Person, and any contractual
requirement enforceable against such Person that does not constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

OBLIGATIONS TO ADMINISTRATIVE AGENT -- exclusive of all the Loan Obligations,
all of Borrower's Indebtedness owing to Administrative Agent (whether as
principal, interest, fees or otherwise), all Hedging Obligations, all Indirect
Obligations of Borrower owing to Administrative Agent, all reimbursement
obligations of Borrower to Administrative Agent with respect to letters of
credit, and all other obligations and liabilities of Borrower to Administrative
Agent including all extensions, renewals, modifications, rearrangements,
restructures, replacements and refinancings of the foregoing, whether or not the
same involve modifications to interest rates or other payment terms), whether
now existing or hereafter created, absolute or contingent, direct or indirect,
joint or several, secured or unsecured, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or otherwise, or
acquired by Administrative Agent outright, conditionally or as collateral
security from another, including the obligation of Borrower to repay future
advances by Administrative Agent, whether or not made

                                       ix
<PAGE>   81

pursuant to commitment and whether or not presently contemplated by Borrower and
Administrative Agent.

OPERATING LEASE -- any lease the obligation for lease payments with respect to
which is not required to be capitalized on a consolidated balance sheet of the
lessee and its Subsidiaries in accordance with GAAP.

PBGC -- the Pension Benefit Guaranty Corporation.

PENSION BENEFIT PLAN -- any plan defined in Section 3(2) of ERISA, whether or
not covered by Title I of ERISA, and in each case in respect of which a Covered
Person or a Commonly Controlled Entity of such Covered Person is an employer as
defined in Section 3(5) of ERISA.

PERMITTED ACQUISITIONS -- any acquisition by Borrower or a Covered Person of
stock, membership interests, or other equity interests of another Person or the
assets of another Person permitted under Section 14.6, except acquisitions of
assets in the ordinary course of business of Borrower or such Covered Person.

PERMITTED INDEBTEDNESS -- Indebtedness that a Covered Person is permitted under
Section 14.2 to incur, assume, or allow to exist.

PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that a Covered Person is
permitted under Section 14.4 to create, incur, assume, or allow to exist.

PERMITTED INVESTMENTS -- Investments that a Covered Person is permitted under
Section 14.1 to make in other Persons.

PERMITTED REDEMPTIONS -- the redemption by Borrower from time to time, in one or
more transactions, of such of its shares as may be purchased for consideration
in an amount not to exceed $15,000,000, pursuant to the Redemption Documents.

PERMITTED SECURITY INTERESTS -- Security Interests that a Covered Person is
permitted under Section 14.5 to create, incur, assume, or allow to exist.

PERSON -- any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company, Governmental Authority,
or other organization in any form that has the legal capacity to sue or be sued.
If the context so implies or requires, the term Person includes Borrower.

PLAN - any Pension Benefit Plan or any Welfare Benefit Plan.

PRIME RATE --on any day, the rate of interest per annum then most recently
established by Bank of America as its Prime Rate. Such rate is a general
reference rate of interest, may not be related to any other rate, and may not be
the lowest or best rate actually charged by Bank of America to any customer or a
favored rate and may not correspond with future increases or decreases in
interest rates charged by other lenders or market interest rates in general.

REDEMPTION DOCUMENTS -- those certain agreements between a Covered Person and
one or more of the shareholders or other equity holders of any Covered Person
providing for all or a portion of the Permitted Redemptions.

REGISTER -- defined in Section 19.4.4.

                                       x
<PAGE>   82

REGULATION D and REGULATION U -- respectively, Regulation D issued by the FRB
and Regulation U issued by the FRB.

REPORTABLE EVENT -- a reportable event as defined in Title IV of ERISA or the
regulations thereunder.

REPRESENTATIONS AND WARRANTIES -- The representations and warranties made by any
Covered Person with respect to itself and any other Covered Persons in Section
11, and the representations and warranties made in any other Loan Document or
certificate, report, opinion or other document delivered by Borrower, any
Guarantor or any other Covered Person pursuant to the Loan Documents, as such
representations and warranties are modified from time to time as provided in
Section 12.

REQUIRED LENDERS -- defined in Section 2.4.

RESPONSIBLE OFFICER -- as to any Person that is not an individual, partnership,
limited liability company or trust, the Chairman of the Board of Directors, the
President, the chief executive officer, the chief operating officer, the chief
financial officer, the Treasurer, any Assistant to the Treasurer, or any Vice
President in charge of a principal business unit of such Person; as to any
partnership, any individual who is a general partner thereof or any individual
who has general management or administrative authority over all or any principal
unit of the partnership's business; as to any limited liability company, any
managing member, or manager, any individual who has general management or
administrative authority over all or any principal unit of the limited liability
company's business; and as to any trust, any individual who is a trustee.

REVOLVING LOAN -- any Lender's pro-rata share of the Aggregate Revolving Loan.

REVOLVING LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Revolving Loan Commitment.

REVOLVING LOAN COMMITMENT -- the commitment of each Lender as stated in Section
3.1.1 to fund Revolving Loan Advances.

REVOLVING LOAN COMMITMENT FEE -- the fee payable to Administrative Agent for the
account of the Lenders required in Section 5.1.

REVOLVING LOAN MATURITY DATE -- the date when Borrower must repay the amount of
Aggregate Revolving Loan then outstanding as provided in Section 6.1.2.

REVOLVING NOTE -- any note delivered to a Lender as required by Section 3.1.3 to
evidence Borrower's obligation to repay such Lender's Revolving Loan.

SECURITY INTEREST -- as to any item of tangible or intangible property, any
interest therein or right with respect thereto that secures an Obligation or
Indirect Obligation, whether such interest or right is created under a Contract,
or by operation of law or statute (such as but not limited to a statutory lien
for work or materials), or as a result of a judgment, or which arises under any
form of preferential or title retention agreement or arrangement (including a
conditional sale agreement or a lease) that has substantially the same economic
effect as any of the foregoing.

SOLVENT -- as to any Person, such Person not being insolvent within the meaning
of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent
Transfer Act (the UFTA) or Section 428.014 of the Missouri Revised Statutes,
(ii) such Person not having unreasonably small capital, within the

                                       xi
<PAGE>   83

meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section
428.024 of the Missouri Revised Statutes, and (iii) such Person not being unable
to pay such Person's debts as they become due within the meaning of Section 548
of the Bankruptcy Code, Section 4 of the UFTA or Section 428.024 of the Missouri
Revised Statutes.

STANDBY LETTER OF CREDIT FEE -- the fee payable to Administrative Agent and
Lenders as required in Section 5.2.

SUBSIDIARY -- as to any Person, another Person with respect to which more than
50% of the outstanding shares of stock or other equity interests of each class
having ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) is at the time owned by such Person or by one
or more Subsidiaries of such Person; provided, however, that notwithstanding the
foregoing, for purposes of this Agreement (other than Sections 13.13 and 15 of
this Agreement), a Joint Venture shall not be deemed to be a Subsidiary.

SURVIVING COMPANY -- as applicable, either (i) the Person that will own the
assets to be acquired from a Target Company in a Permitted Acquisition upon the
consummation thereof, (ii) the survivor of the merger of an Acquiring Company
with the Target Company in a Permitted Acquisition upon the consummation
thereof, or (iii) the Target Company whose stock, membership interests or other
equity interests will be acquired by another Person in a Permitted Acquisition
upon the consummation thereof.

SWINGLINE ADVANCE -- an advance by Bank of America to Borrower under the
Swingline Commitment.

SWINGLINE COMMITMENT -- the commitment of Bank of America as stated in Section
3.2.1 to make Swingline Advances.

SWINGLINE DOCUMENTS - all documents, agreements and instruments executed by
Borrower or delivered by Borrower to Bank of America from time to time in
connection with the Swingline Commitment, the Swingline Loan, and/or the
Swingline Advances, including, without limitation, the Autoborrow Service
Agreement between Bank of America and Borrower dated ________________.

SWINGLINE LOAN -- the from time to time outstanding principal balance of all
Swingline Advances.

SWINGLINE MAXIMUM AVAILABLE AMOUNT -- the maximum Dollar amount available for
Swingline Advance on any date as limited in Section 3.2.2.

TARGET COMPANY -- the Person whose assets or stock, membership interests or
other equity interests will be acquired in a Permitted Acquisition upon the
consummation thereof, or if applicable, with which an Acquiring Company will
merge in a Permitted Acquisition upon the consummation thereof.

TAX -- as to any Person, any tax, duty, impost, deduction, charges,
withholdings, assessment, fee, or other charge levied by a Governmental
Authority (and all liabilities associated therewith) on the income or property
of such Person, including any interest or penalties thereon, and which is
payable by such Person.

THIS AGREEMENT -- this document (including every document that is stated herein
to be an appendix, exhibit or schedule hereto, whether or not physically
attached to this document).

TOTAL CAPITALIZATION -- defined in Section 15.1.

TOTAL FUNDED INDEBTEDNESS -- defined in Section 15.1.


                                      xii
<PAGE>   84

UCC -- the Uniform Commercial Code as in effect from time to time in the State
of Missouri or such other similar statute as in effect from time to time in
Missouri or any other appropriate jurisdiction.

UNITED STATES -- when used in a geographical sense, all the states of the United
States of America and the District of Columbia; and when used in a legal
jurisdictional sense, the government of the country that is the United States of
America.

UNUSED REVOLVING LOAN COMMITMENT -- defined in Section 5.1.

WAGE AND HOUR LAWS -- the Davis-Bacon Act, the Service Contract Act, the
Contract Work Hours & Safety Standards Act and any other federal Law governing
wage compensation or hours of work.

WELFARE BENEFIT PLAN -- any plan defined in Section 3(1) of ERISA, in each case
in respect of which a Covered Person or a Commonly Controlled Entity of such
Covered Person is an employer as defined in Section 3(5) of ERISA.


                                      xiii
<PAGE>   85


                                    EXHIBIT 3

                    LENDERS' COMMITMENTS AND PRO-RATA SHARES

<TABLE>
<CAPTION>
------------------------------------------- ---------------------------------------- ----------------------------
                  LENDER                           REVOLVING LOAN COMMITMENT               PRO-RATA SHARES
------------------------------------------- ---------------------------------------- ----------------------------
<S>                                         <C>                                      <C>
Bank of America, N.A.                                   $10,000,000                              50%
------------------------------------------- ---------------------------------------- ----------------------------
Harris Trust and Savings Bank                           $ 5,000,000                              25%
------------------------------------------- ---------------------------------------- ----------------------------
The Northern Trust Company                              $ 5,000,000                              25%
------------------------------------------- ---------------------------------------- ----------------------------
AGGREGATES                                              $20,000,000                             100%
------------------------------------------- ---------------------------------------- ----------------------------

<CAPTION>


------------------------------------------ ----------------------------------------- ---------------------------
LENDER                                            SWINGLINE LOAN COMMITMENT          PRO RATA SHARES
------------------------------------------ ----------------------------------------- ---------------------------
<S>                                         <C>                                      <C>
Bank of America, N.A.                                  $  3,000,000                             100%
------------------------------------------ ----------------------------------------- ---------------------------
</TABLE>



                                       i

<PAGE>   86




                                  EXHIBIT 3.1.3
                            (FORM OF REVOLVING NOTES)

                                 REVOLVING NOTE

$______________.00                                           St. Louis, Missouri
                                                                 March ___, 2001

         For value received, Young Innovations, Inc., a Missouri corporation,
(Borrower), promises to pay to the order of <BANK OF AMERICA, N.A., A NATIONAL
BANKING ASSOCIATION> or to any subsequent holder hereof (in any case, Holder),
the principal amount of _________________ DOLLARS ($_______________) or such
lesser principal amount as has been advanced to Borrower under this note (as
this note may be amended, restated, extended, renewed, replaced, or otherwise
modified from time to time, this Note), together with interest thereon, as
provided herein.

         Borrower promises to pay the entire principal amount outstanding under
this Note on the Revolving Loan Maturity Date. Borrower further promises to pay
interest accrued from the date hereof on the principal balance outstanding
hereunder from time to time. Until Maturity, by acceleration or otherwise,
interest shall accrue hereunder at a per annum rate or rates determined pursuant
to the Loan Agreement (defined below). After Maturity, and, at the option of
Administrative Agent, after the occurrence of an Event of Default (and notice
from Administrative Agent that the Default Rate is in effect) and continuing
until it has been cured or waived in writing as permitted in the Loan Agreement,
interest shall accrue on the unpaid principal, and (to the extent permitted by
law) accrued and unpaid interest and all other amounts owing under this Note at
the Default Rate. All interest shall be computed on the basis of a year deemed
to consist of 360 days and paid for the actual number of days elapsed.

         Upon the occurrence of any Event of Default, Required Lenders may
declare the outstanding principal balance of this Note, all accrued but unpaid
interest thereon, and all other amounts owing to Holder under this Note and the
Loan Documents immediately due and payable, and such amounts shall become
immediately due and payable.

         Both principal and interest are payable in Dollars to Administrative
Agent at the Applicable Lending Office of Administrative Agent.

         This Note is delivered in connection with that certain Credit
Facilities Agreement dated as of even date herewith among Borrower, Bank of
America, N.A., as Administrative Agent, Holder, and the other Lenders (as it may
be amended, restated, extended, renewed, replaced, or otherwise modified from
time to time, the Loan Agreement). Capitalized terms used and not defined herein
have the meanings given them in the Loan Agreement.

         Borrower is required to prepay the principal amount of this Note to the
extent required in the Loan Agreement. Borrower has the right to prepay the
principal amount of this Note to the extent and subject to the conditions
provided in the Loan Agreement.

         The date and amount of all advances and repayments of principal and
payments of interest will be recorded in the records that Holder normally
maintains for instruments and agreements similar to this Note and the other Loan
Documents. The failure to record, or any error in recording, any of the
foregoing does not, however, affect the obligation of Borrower to pay principal,
interest and other amounts as required under this Note and the other Loan
Documents. Borrower has the burden of proving that Holder's records are not
correct. Borrower agrees that Holder's books and records showing advances and


<PAGE>   87

repayments are admissible in any action or proceeding arising therefrom, and
constitute prima facie proof thereof.

         Reference is made to the Loan Agreement for provisions regarding the
acceleration of the maturity hereof upon the occurrence of any Event of Default
that has not been waived in writing, and such provisions are incorporated herein
by this reference.

         If any payment required under this Note is not made when due, or upon
any other Event of Default, Borrower will pay all reasonable costs of
collection, including court costs and reasonable attorneys' fees and actual
expenses of such attorneys, whether or not there is litigation, including
representation of Holder and Administrative Agent and all reasonable costs
incurred in connection with any bankruptcy or insolvency proceeding involving
Borrower as a debtor.

         Borrower and all other Persons who become parties obligated under this
Note, whether as guarantors, sureties, endorsers or otherwise, waive any right
to demand for payment, any requirement for protest or notice of dishonor, all
other rights to notice or demands with respect to this Note, any defense based
on lack of diligence in the enforcement of this Note, and any defense which such
party may have based on suretyship or impairment of collateral. Every such party
assents to each and every extension or postponement of the time of payment,
whether at or after demand, or other indulgence, and waives any right to notice
thereof.

         No amendment or modification to this Note will be effective unless it
is in writing and is signed by authorized officers of Borrower and Holder. No
waiver or consent to any departure by Borrower from full compliance with any
provision of this Note by Holder will be effective unless the same is in writing
signed by an authorized officer of Holder, and then only in the specific
instance and for the specific purpose for which given. No failure on the part of
Holder or Administrative Agent to exercise, and no delay in exercising, any
right under this Note operates as a waiver thereof, and no single or partial
exercise by Holder or Administrative Agent of any right under this Note
precludes any other or further exercise thereof, or the exercise of any other
right. Each and every right granted to Holder under this Note or allowed to it
at law or in equity is cumulative and such remedies may be exercised from time
to time concurrently or consecutively at Holder's option.

         All notices required to be given or which may be given in connection
with this Note shall be given in the manner required for notices under the Loan
Agreement.

                     [remainder of page intentionally blank]



                                       ii
<PAGE>   88



         This Note is governed by and shall be construed and interpreted in
accordance with the internal laws of the State of Missouri applicable to
contracts made and to be performed wholly within such state, without regard to
choice or conflicts of law principles.

                                      YOUNG INNOVATIONS, INC.

                                      By its Executive Vice President and Chief
                                      Financial Officer

                                      -----------------------------------------
                                      Name: Arthur L. Herbst, Jr.







<PAGE>   89


                                  EXHIBIT 3.2.3
                            (FORM OF SWINGLINE NOTE)

                                 SWINGLINE NOTE

$3,000,000.00                                                St. Louis, Missouri
                                                                 March ___, 2001

         For value received, Young Innovations, Inc., a Missouri corporation,
(Borrower), promises to pay to the order of Bank of America, N.A. (Bank of
America), a national banking association, or to any subsequent holder hereof
(Holder), the principal sum of THREE MILLION DOLLARS ($3,000,000.00) or such
lesser aggregate unpaid principal amount as may be outstanding under this
Swingline Note (this Note), plus all interest accrued thereon, on demand, or if
no demand is made, on the Revolving Loan Maturity Date.

         Borrower further promises to pay interest accrued from the date hereof
on the principal balance outstanding hereunder from time to time. Until
Maturity, by acceleration or otherwise, interest shall accrue hereunder at a per
annum rate or rates determined pursuant to the Loan Agreement (defined below).
After Maturity, and, at the option of Bank of America, after the occurrence of
an Event of Default (and notice from Bank of America that the Default Rate is in
effect) and continuing until it has been cured or waived in writing as permitted
in the Loan Agreement, interest shall accrue on the unpaid principal, and (to
the extent permitted by law) accrued and unpaid interest and all other amounts
owing under this Note at the Default Rate. All interest shall be computed on the
basis of a year deemed to consist of 360 days and paid for the actual number of
days elapsed.

         Both principal and interest are payable in Dollars to Bank of America
(as defined below) at the Applicable Lending Office of Bank of America.

         This Note is the Swingline Note referred to in, and is issued under the
terms of, and pursuant to the provisions of, that certain Credit Facilities
Agreement, dated as of even date herewith, among Borrower, Bank of America,
N.A., as administrative agent for the ratable benefit of itself and each of the
other Lenders (Administrative Agent), and the Lenders (as it may be amended,
restated, extended, renewed, replaced, or otherwise modified from time to time,
the Loan Agreement). All capitalized terms used and not otherwise defined herein
have the meanings given them in the Loan Agreement.

         Borrower agrees to prepay the principal amount of this Note to the
extent required in the Loan Agreement. Borrower may prepay the principal amount
of this Note to the extent and upon the conditions provided in the Loan
Agreement.

         The date and amount of all disbursements and receipts of principal and
interest with respect to this Note will be recorded in the records that Holder
normally maintains for instruments and agreements similar to this Note and the
other Loan Documents. The failure to record, or any error in recording, any of
the foregoing does not, however, affect the obligation of Borrower to pay
principal, interest and other amounts as required under the Loan Documents.
Borrower has the burden of proving that Holder's records are not correct.
Borrower agrees that Holder's books and records showing disbursements and
receipts are admissible in any action or proceeding arising therefrom, and
constitute prima facie proof thereof.


<PAGE>   90

                  If any payment required under this Note or the Loan Agreement
is not made when due, or upon any other Event of Default, Borrower will pay all
reasonable costs of collection of this Note, including but not limited to court
costs and reasonable attorneys' fees and actual expenses of such attorneys,
whether or not litigation is commenced, including representation of Holder or
Administrative Agent in connection with any bankruptcy or insolvency proceeding
of Borrower.

         Demand for payment, protest, notice of dishonor, and all other notices
and demands under this Note and any and all lack of diligence in the enforcement
of this Note are hereby waived by all who are or become parties to this Note and
the same hereby assent to each and every extension or postponement of the time
of payment, at or after demand, or other indulgence, and hereby waive any and
all notice thereof. Every such party by becoming a party to this Note further
waives any and all defenses which such party may have based on suretyship or
impairment of collateral with respect to this Note.

                  No amendment or modification to this Note will be effective
unless it is in writing and is signed by authorized officers of Borrower and
Holder. No waiver or consent to any departure by Borrower from full compliance
with any provision of this Note by Holder will be effective unless the same is
in writing signed by an authorized officer of Holder, and then only in the
specific instance and for the specific purpose for which given. No failure on
the part of Holder or Administrative Agent to exercise, and no delay in
exercising, any right under this Note operates as a waiver thereof, and no
single or partial exercise by Holder or Administrative Agent of any right under
this Note precludes any other or further exercise thereof, or the exercise of
any other right. Each and every right granted to Holder under this Note or
allowed to it at law or in equity is deemed cumulative and such remedies may be
exercised from time to time concurrently or consecutively at Holder's option.

         All notices required to be given or which may be given in connection
with this Note are to be given in the manner required for notices under the Loan
Agreement.

         This Note is governed by and shall be construed and interpreted in
accordance with the internal laws of the State of Missouri applicable to
contracts made and to be performed wholly within such state, without regard to
choice or conflicts of law principles.

                                      YOUNG INNOVATIONS, INC.

                                      By its Executive Vice President and Chief
                                      Financial Officer

                                      -----------------------------------------
                                      Name: Arthur L. Herbst, Jr.




                                       ii
<PAGE>   91


                                  EXHIBIT 7.13
                   FORM OF REQUEST FOR REVOLVING LOAN ADVANCE

Bank of America, N.A., Administrative Agent
901 Main Street

Mail Code TX1-492-14-14
Dallas, TX 75202-3417
Attention:  Deanna Betik

Re:      Credit Facilities Agreement effective as of March 20, 2001 (as it may
         be amended, modified, restated or replaced from time to time, the Loan
         Agreement) among Young Innovations, Inc. (Borrower), Bank of America,
         N.A., as Administrative Agent (Administrative Agent) and the Lenders as
         defined in the Loan Agreement (Lenders)

Attention:

Ladies and Gentlemen:

         The undersigned is a Borrowing Representative of Borrower, and, as such
is authorized to make and deliver this Advance Request pursuant to Section <7.1>
<7.2> of the Loan Agreement. All capitalized words used herein that are defined
in the Loan Agreement have the meanings defined in the Loan Agreement.

         Borrower hereby requests that Administrative Agent make a Revolving
Loan Advance of $_________ to Borrower under the terms of the Loan Agreement on
______________. Of the requested Revolving Loan Advance, $_______ is to be an
Eurodollar Advance and $_______ is to be a Base Rate Advance. The Interest
Period for the portion that is an Eurodollar Advance is <1> <2> <3> <6> months.

         The undersigned hereby certifies that:

         (i)      There is no Existing Default.

         (ii)     The Representations and Warranties, including those of each
                  Guarantor in its Guaranty, are true in all material respects
                  and will be true in all material respects as of the time of
                  the requested Revolving Loan Advance.

         (iii)    The amount of the requested Revolving Loan Advance will not,
                  when added to the current amount of the Aggregate Revolving
                  Loan, exceed the Maximum Available Amount.

         (iv)     All conditions precedent under Section <9.1> <9.2> of the Loan
                  Agreement have been satisfied.

Executed this ___ day of ________, _____.


                                       i
<PAGE>   92

                                       YOUNG INNOVATIONS, INC.

                                       by its Executive Vice President and Chief
                                       Financial Officer


                                      -----------------------------------------
                                       Name: Arthur L. Herbst, Jr.






                                       ii
<PAGE>   93


                                    EXHIBIT 8

                                   GUARANTORS

Young Acquisitions Company
Young PS Acquisitions, LLC
Young Dental Manufacturing I, LLC
Panoramic Rental Corp
Athena Technology, LLC
Denticator International, Inc.
Lorvic Holdings, Inc.
Lorvic Corporation


                                      iii


<PAGE>   94

                                                                   EXHIBIT 9.1.1

                         DOCUMENTS AND REQUIREMENTS LIST

DELIVER OR OBTAIN BEFORE EXECUTION DATE

1)   Charter Documents of Borrower and each Material Subsidiary:

     a.   Young Innovations, Inc. (Young)

     b.   Young Dental Manufacturing I, LLC (Young Dental)

     c.   Young Acquisitions Company (Panoramic)

     d.   Young PS Acquisitions, LLC (Plak Smacker)

2)   UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against YOUNG INNOVATIONS, INC. (a MO corporation) and all current and past
     (for 5 years) trade names and legal names in the following jurisdictions:

     a.   CA Secretary of State
     b.   Sacramento County, CA
     c.   Riverside County, CA
     d.   IN Secretary of State
     e.   Allen County, IN
     f.   MO Secretary of State
     g.   St. Louis County, MO
     h.   TX Secretary of State
     i.   Cameron County, TX
     j.   IL Secretary of State
     k.   McHenry County, IL
     l.   TN Secretary of State
     m.   Hamblen County, TN

3)   UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against YOUNG DENTAL MANUFACTURING I, LLC (a MO limited liability company)
     and all current and past (for 5 years) trade names and legal names
     (including YOUNG DENTAL MANUFACTURING COMPANY) in the following
     jurisdictions:

     a.   MO Secretary of State
     b.   St. Louis County, MO
     c.   TX Secretary of State
     d.   Cameron County, TX

4)   UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against YOUNG DENTAL MANUFACTURING COMPANY in the following jurisdictions:

     a.   MO Secretary of State
     b.   St. Louis County, MO
     c.   TX Secretary of State
     d.   Cameron County, TX

5)   UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against YOUNG DENTAL INTERNATIONAL, INC. (a Barbados company) and all
     current and past (for 5 years) trade names and legal names in the following
     jurisdictions:

     a.   MO Secretary of State
     b.   St. Louis County, MO

                                       i

<PAGE>   95

6)   UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against YI EUROPE, LTD (a Great Britain company) and all current and past
     (for 5 years) trade names and legal names in the following jurisdictions:

     a.   MO Secretary of State
     b.   St. Louis County, MO

7)   UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against DENTICATOR INTERNATIONAL, INC. (a MO corporation) and all current
     and past (for 5 years) trade names and legal names in the following
     jurisdictions:

     a.   MO Secretary of State
     b.   St. Louis County, MO
     c.   CA Secretary of State
     d.   Sacramento County, CA


8)   UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against LORVIC HOLDINGS, INC. (a DL corporation) and all current and past
     (for 5 years) trade names and legal names in the following jurisdictions:

     a.   MO Secretary of State
     b.   St. Louis County, MO
     c.   DL Secretary of State


9)   UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against LORVIC CORPORATION (a DL corporation) and all current and past (for
     5 years) trade names and legal names in the following jurisdictions:

     a.   MO Secretary of State
     b.   St. Louis County, MO
     c.   DL Secretary of State


10)  UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against YOUNG ACQUISITIONS COMPANY (a MO corporation) and all current and
     past (for 5 years) trade names and legal names (including PANORAMIC) in the
     following jurisdictions:

     a.   IN Secretary of State
     b.   Allen County, IN
     c.   MO Secretary of State


11)  UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against PANORAMIC RENTAL CORP (a MO corporation) and all current and past
     (for 5 years) trade names and legal names (including SAV-A-LIFE SYSTEM,
     INC.) in the following jurisdictions:

     a.   IN Secretary of State
     b.   Allen County, IN
     c.   MO Secretary of State


12)  UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against ATHENA TECHNOLOGY, LLC (a MO limited liability company) and all
     current and past (for 5 years) trade names and legal names (including
     ATHENA TECHNOLOGY, INC., CHAMPION DENTAL, MICROSPEC, and GOLDEN GATE HAND
     PIECE REPAIR) in the following jurisdictions:

     a.   IN Secretary of State
     b.   Allen County, IN
     c.   MO Secretary of State


13)  UCC, Tax Lien, Judgment Lien and Pending Suit Search Results of filings
     against YOUNG PS ACQUISITIONS, LLC (a DL limited liability company) and all
     current and past (for 5 years) trade names and legal names (including PLAK
     SMACKER) in the following jurisdictions:

     a.   CA Secretary of State



                                       ii

<PAGE>   96

     b.   Riverside County, CA
     c.   TN Secretary of State
     d.   Hamblen County, TN
     e.   DL Secretary of State

14)  Current/Initial Financial Statements for Borrower and its Subsidiaries on a
     consolidated basis

15)  Copies of all Consents, Licenses and Approvals (obtained by any Borrower or
     any Material Subsidiary in connection with the execution, performance, and
     enforceability of the Loan Documents)

DELIVER AND/OR EXECUTE ON EXECUTION DATE

16)  Credit Facilities Agreement, together with all exhibits and schedules
     (including the Disclosure Schedule and list of Borrowing Officers, each of
     which is to be prepared by Borrower)

17)  Revolving Notes executed by Borrower:

     a.   $10,000,000 - Bank of America
     b.   $5,000,000 - The Northern Trust Company
     c.   $5,000,000 - Harris Trust and Savings Bank

18)  $3,000,000 Swingline Note to Administrative Agent executed by Borrower

19)  Unlimited Guaranty of the Loan Obligations of Borrower, executed by each
     Domestic Subsidiary (each, a Guarantor):

     a.   Young Acquisitions Company
     b.   Young PS Acquisitions, LLC
     c.   Young Dental Manufacturing I, LLC
     d.   Denticator International, Inc.
     e.   Lorvic Holdings, Inc.
     f.   Lorvic Corporation
     g.   Panoramic Rental Corp
     h.   Athena Technology, LLC

20)  Contribution, Subordination and Security Agreement executed by Borrower and
     each Guarantor

21)  Copy of Autoborrow Service Agreement and related documents

22)  Side Letter

23)  Payoff Letter from creditors other than Bank of America, if any: NONE

24)  Secretary's Certificate (certifying resolutions, Articles or Certificate of
     Incorporation, Bylaws and Incumbency) for Borrower and each Material
     Subsidiary that is a corporation:

     a.   Young (remember to authorize Borrowing Representatives)

     b.   Panoramic

25)  Member's Certificate (certifying resolutions, Articles of Organization and
     Operating Agreement and Incumbency) for each Material Subsidiary that is a
     limited liability company:

     a.   Young Dental

     b.   Plak Smacker

26)  Good Standing Certificates for Borrower and each Material Subsidiary from
     the Secretary of State of their states of incorporation and qualification:


                                      iii

<PAGE>   97


     a.   Borrower (MO corporation) - MO

     b.   Young Dental (MO limited liability company) - MO, TX

     c.   Panoramic (MO corporation) - MO, IN

     d.   Plak Smacker (DE limited liability company) - DE

27)  Legal Opinion of counsel to Borrower and each Material Subsidiary (in
     accordance with attached Opinion Specification)

28)  Initial Revolving Advance Request: N/A

29)  Disbursement Direction Letter: N/A

30)  Such other documents, reports and information as Administrative Agent or
     Administrative Agent's counsel deems reasonable and necessary.

31)  Lender's Expenses and Legal Fees (including payment of Lewis, Rice &
     Fingersh invoice)

DELIVER AND/OR OBTAIN SUBSEQUENT TO EXECUTION DATE (WITHIN IN THE TIME PERIOD
SET FORTH BELOW FOR EACH ITEM; FAILURE TO OBTAIN OR DELIVER SUCH ITEM WITHIN
SUCH TIME PERIOD WILL RESULT IN AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT) -

32)  Current Insurance Certificates for Borrower and each Covered Person
     evidencing that Borrower and each other Covered Person has in force
     insurance meeting the applicable requirements of the Loan Agreement (WITHIN
     30 DAYS AFTER THE EXECUTION DATE)

33)  Good Standing Certificate Plak Smacker from the CA Secretary of State
     (WITHIN 30 DAYS AFTER THE EXECUTION DATE)




                                       iv

<PAGE>   98

                  ATTACHMENT TO DOCUMENTS AND REQUIREMENTS LIST
                              OPINION SPECIFICATION

Legal opinion of counsel to Borrower (i.e., Young Innovations, Inc.) and each
Material Subsidiary Guarantor (i.e., Young Dental Manufacturing I, LLC, Young
Acquisitions Company, Young PS Acquisitions, LLC) must be on firm letterhead and
meet these requirements or otherwise be satisfactory to Administrative Agent:

1.   Address to Bank of America, N.A. as Administrative Agent for itself and
     other Lenders at ______________________________________________, Attention:
     ______________________

2.   Refer to Loan Agreement and use its definitions.

3.   Give opinions with respect to each Covered Person on the subjects covered
     in all of the following example paragraphs:

     a.   Borrower is a Missouri corporation, duly formed, validly existing and
          in good standing under the Laws of the state of its organization and
          is duly qualified and authorized to do business and is in good
          standing as a corporation in all states or countries where the nature
          and extent of the business transacted by it or the ownership of its
          assets makes such qualification necessary, except where the failure to
          so qualify will not have a Material Adverse Effect.

     b.   Guarantor is a ______________ <corporation> <limited liability
          company>, duly formed, validly existing and in good standing under the
          Laws of the state of its organization and is duly qualified and
          authorized to do business and is in good standing as a foreign
          corporation in all states or countries where the nature and extent of
          the business transacted by it or the ownership of its assets makes
          such qualification necessary, except where the failure to so qualify
          will not have a Material Adverse Effect. [repeat paragraph for each
          Material Subsidiary Guarantor]

     c.   Each Covered Person has all requisite power, authority and legal
          capacity and legal rights (a) to own, lease and operate its properties
          and assets and to carry on its business as now being conducted and (b)
          to execute, deliver and perform the terms of the Loan Documents to
          which it is a party.

     d.   All action on the part of each Covered Person requisite for its
          execution, delivery and performance of the Loan Documents has been
          duly taken.

     e.   The execution, delivery and performance of the Loan Documents by each
          Covered Person will not (a) violate, be in conflict with, result in
          the breach of, or constitute (with due notice or lapse of time, or
          both) a default under (i) its Charter Documents or (ii) any franchise,
          agreement, indenture, or other instrument to which it is a party or by
          which it or any of its property is bound or affected or (iii) any Law
          or other legal requirement applicable to it, or (b) result in the
          creation or imposition of a Security Interest of any nature whatsoever
          upon its property or assets.



                                       v

<PAGE>   99


     f.   Each Covered Person has duly executed and delivered each of the Loan
          Documents to which it is a party and each such Loan Document
          constitutes its legal, valid and binding obligation enforceable
          against it in accordance with its terms.

     g.   Each Person who signed any Loan Document as an officer of any Covered
          Person is duly authorized on behalf of such Covered Person to execute,
          deliver and perform such document on behalf of such Covered Person and
          is duly authorized to perform its obligations thereunder and to incur
          the obligations and make the representations, warranties and covenants
          made by it in such Loan Document.

     g.   Each Covered Person has all certificates of authority, licenses,
          permits, qualifications and documentation to own, lease and operate
          its properties and to carry on its business as now being conducted,
          and is in compliance with all Laws applicable to the conduct of its
          business.

     h.   No consent, approval or other authorization of or by, or registration
          or filing with, any Governmental Authority or other Person is required
          in connection with the execution, delivery and performance by any
          Covered Person of the Loan Documents to which it is a party that has
          not already been obtained and a copy thereof delivered to
          Administrative Agent.

     i.   There are no actions, proceedings or investigations pending or
          threatened against any Covered Person which might adversely affect the
          validity or enforceability of any of the Loan Documents, the ability
          of such Covered Person to perform its obligations thereunder or which
          might adversely affect the business, operations, revenues, financial
          condition, property or business prospects of any Covered Person.

     j.   The use of the proceeds of the Loans will not violate Regulations T, U
          or X of the Federal Reserve Board.

4.   Add appropriate exceptions and limitations, all of which must be acceptable
     to Administrative Agent.

5.   Signature by a partner of the firm in his individual name or in the name of
     the firm.




                                       vi
<PAGE>   100




                                                                   EXHIBIT 13.10

                            BORROWING REPRESENTATIVES

George E. Richmond - Chief Executive Officer of Borrower
Alfred E. Brennan - President of Borrower
Arthur L. Herbst, Jr. - Executive Vice President and Chief Financial Officer
of Borrower
Steven Yaggy - Controller of Borrower
Daniel Garrick - Assistant Secretary of Borrower
Kathy Gierer - designated agent of Borrower





                                       i



<PAGE>   101




                                                                      EXHIBIT 11

                         DISCLOSURE SCHEDULE OF BORROWER


<PAGE>   102


                                                                   EXHIBIT 13.13

                         FORM OF COMPLIANCE CERTIFICATE

TO:  Bank of America, N.A., as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Credit
Facilities Agreement effective as of March 20, 2001 (as it may be amended,
modified, restated or replaced from time to time, the Loan Agreement) among
Young Innovations, Inc. (Borrower), Bank of America, N.A., as Administrative
Agent (Administrative Agent), and the Lenders as defined in the Loan Agreement
(Lenders). Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings defined in the Loan Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1.   I am the chief financial officer of Borrower.

     2.   I have reviewed the terms of the Loan Agreement and the Loan Documents
          and I have made, or have caused to be made under my supervision, a
          review of the transactions and conditions of Borrower and each other
          Covered Person during the accounting period covered by the attached
          Financial Statements.

     3.   The examinations described in paragraph 2 did not disclose, and I have
          no knowledge of, the existence of any condition or event which
          constitutes an Default or Event of Default as of the date of this
          Compliance Certificate; and to my knowledge all of the Representations
          and Warranties (including those of each Guarantor in its Guaranty) are
          true in all material respects.

     4.   [Use for annual financial statements: Schedule I attached hereto
          contains the Financial Statements for Borrower for the fiscal year
          ended _____, which are complete and correct in all material respects
          and have been prepared in accordance with GAAP applied consistently
          throughout the period and with prior periods (except as disclosed
          therein).]

          [Use for quarterly financial statements: Schedule I attached hereto
          contains the Financial Statements for Borrower for the fiscal quarter
          ended _____, which are complete and correct in all material respects
          (subject to normal year-end audit adjustments made in accordance with
          GAAP and absence of footnotes) and have been prepared in accordance
          with GAAP applied consistently throughout the period and with prior
          periods (except as disclosed therein).]

     5.   Borrower and every other Covered Person is in compliance with all of
          the covenants in the Loan Agreement, including the financial covenants
          in Section 15, and Schedule II attached hereto contains calculations
          based on Borrower's financial statements and other financial records
          that show Borrower's compliance with such financial covenants. The
          calculations and the data upon which they are based are believed by me
          to be complete and correct.

This Compliance Certificate, together with the Schedules hereto, is executed and
delivered this day of ____________________.





<PAGE>   103

                                      YOUNG INNOVATIONS, INC.

                                      by its Executive Vice President and Chief
                                      Financial Officer

                                      _________________________________________
                                      Name: Arthur L. Herbst, Jr.



<PAGE>   104


                                   SCHEDULE II

                         FINANCIAL COVENANT CALCULATIONS

                   (FOR THE PERIOD ENDING ___________________)

<TABLE>
<S>                                                                             <C>
1.   MAXIMUM RATIO OF TOTAL FUNDED INDEBTEDNESS TO EBITDA

     (a)  Total Funded Indebtedness                                             $____________
     (b)  EBITDA                                                                $____________

     1(a) divided by 1(b)                                                    =   ____________
     Covenant Maximum                                                            2.00x



2.   MAXIMUM RATIO OF TOTAL FUNDED INDEBTEDNESS TO TOTAL CAPITALIZATION

     (a)  Total Funded Indebtedness                                             $____________
     (b)  Total Capitalization                                                  $____________

     2(a) divided by 2(b)                                                    =   ____________
     Covenant Maximum                                                            0.35x
</TABLE>




<PAGE>   105


                                                                  EXHIBIT 19.4.1

                                      FORM

                                       OF

                            ASSIGNMENT AND ACCEPTANCE

                            DATED: ___________, _____

     Credit Facilities Agreement effective as of March 20, 2001 (as it may be
amended, modified, restated or replaced from time to time, the Loan Agreement)
among Young Innovations, Inc. (Borrower), Bank of America, N.A., as
Administrative Agent (Administrative Agent) and the Lenders as defined in the
Loan Agreement (Lenders). Terms defined in the Loan Agreement are used herein
with the same meaning.

The Assignor and the Assignee referred to on Schedule 1 agree as follows:

1.   The Assignor hereby sells and assigns to the Assignee, without recourse and
     without representation or warranty except as expressly set forth herein,
     and the Assignee hereby purchases and assumes from the Assignor, an
     interest in and to the Assignor's rights and obligations under the Loan
     Agreement and the other Loan Documents as of the date hereof equal to the
     percentage interest specified on Schedule 1 of all outstanding rights and
     obligations under the Loan Agreement and the other Loan Documents. After
     giving effect to such sale and assignment, the Assignee's Commitment and
     the amount of the Loans owing to the Assignee will be as set forth on
     Schedule 1.

2.   The Assignor (i) represents and warrants that it is the legal and
     beneficial owner of the interest being assigned by it hereunder and that
     such interest is free and clear of any adverse claim; (ii) makes no
     representation or warranty and assumes no responsibility with respect to
     any statements, warranties or representations made in or in connection with
     the Loan Documents or the execution, legality, validity, enforceability,
     genuineness, sufficiency or value of the Loan Documents or any other
     instrument or document furnished pursuant thereto; (iii) makes no
     representation or warranty and assumes no responsibility with respect to
     the financial condition of any Covered Person or the performance or
     observance by any Covered Person of any of its obligations under the Loan
     Documents or any other instrument or document furnished pursuant thereto;
     and (iv) attaches the Note(s) held by the Assignor and requests that
     Administrative Agent exchange such Note(s) for new Note(s) payable to the
     order of the Assignee in an amount equal to the Commitment assumed by the
     Assignee pursuant hereto and to the Assignor in an amount equal to the
     Commitment retained by the Assignor, if any, as specified on Schedule 1.

3.   The Assignee (i) confirms that it has received a copy of the Loan
     Agreement, together with copies of the financial statements referred to in
     Section thereof and such other documents and information as it has deemed
     appropriate to make its own credit analysis and decision to enter into this
     Assignment and Acceptance; (ii) agrees that it will, independently and
     without reliance upon Administrative Agent, the Assignor 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 decisions in
     taking or not taking action under the Loan Agreement; (iii) confirms that
     it is an Eligible Assignee; (iv) appoints and authorizes Administrative
     Agent to take such action as agent on its behalf and to exercise such
     powers and discretion under the Loan Agreement as are delegated to
     Administrative Agent by the terms thereof, together with such powers and
     discretion as are reasonably incidental thereto; (v) agrees that it will
     perform in accordance with their terms all of the obligations that by the
     terms of the Loan Agreement are required to be performed by it as a


<PAGE>   106


     Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms
     required under Section 18.6.

4.   Following the execution of this Assignment and Acceptance, it will be
     delivered to Administrative Agent for acceptance and recording by
     Administrative Agent. The effective date for this Assignment and Acceptance
     (the Effective Date) shall be the date set forth in Schedule 1, or if no
     effective date is set forth therein, the date of acceptance hereof by
     Administrative Agent. Notwithstanding the foregoing, if Borrower has the
     right to consent to this Assignment and Acceptance under the Loan
     Agreement, this Assignment and Acceptance shall only become effective if it
     is so consented to by Borrower, and then shall be effective as of the date
     set forth in the immediately preceding sentence.

5.   Upon such acceptance and recording by Administrative Agent, as of the
     Effective Date, (i) the Assignee shall be a party to the Loan Agreement
     and, to the extent provided in this Assignment and Acceptance, have the
     rights and obligations of a Lender thereunder and (ii) the Assignor shall,
     to the extent provided in this Assignment and Acceptance, relinquish its
     rights and be released from its obligations under the Loan Agreement.

6.   Upon such acceptance and recording by Administrative Agent, from and after
     the Effective Date, Administrative Agent shall make all payments under the
     Loan Agreement and the Notes in respect of the interest assigned hereby
     (including, without limitation, all payments of principal, interest and
     commitment fees with respect thereto) to the Assignee. The Assignor and
     Assignee shall make all appropriate adjustments in payments under the Loan
     Agreement and the Notes for periods prior to the Effective Date directly
     between themselves.

7.   This Assignment and Acceptance shall be governed by, and construed in
     accordance with, the laws of the State of Missouri.

8.   This Assignment and Acceptance may be executed in any number of
     counterparts and by different parties hereto in separate counterparts, each
     of which when so executed shall be deemed to be an original and all of
     which taken together shall constitute one and the same agreement. Delivery
     of an executed counterpart of Schedule 1 to this Assignment and Acceptance
     by telecopier shall be effective as delivery of a manually executed
     counterpart of this Assignment and Acceptance.

     IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to
this Assignment and Acceptance to be executed by their officers thereunto duly
authorized as of the date specified thereon.


<PAGE>   107


                                   SCHEDULE 1
                                       TO
                            ASSIGNMENT AND ACCEPTANCE

         Percentage interest assigned:   __________%


         Assignee's Commitment:          $_________


         Aggregate outstanding principal
         amount of Loans assigned:       $_________

         Principal amount of Note payable to Assignee: $_________

         Principal amount of Note payable to Assignor: $_________

         Effective Date (if other than date of
          acceptance by Administrative Agent):       *   _____________, 19_


                                         [NAME OF ASSIGNOR], as Assignor



                                         By:__________________________________
                                         Title:_______________________________


                                         Dated:________________, 19 ___



                                         [NAME OF ASSIGNEE], as Assignee



                                         By:__________________________________
                                         Title:_______________________________


                                         Domestic Lending Office:

                                         Eurodollar Lending Office:



<PAGE>   108


*This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to Administrative Agent.

Accepted [and Approved]**
This ___ day of ________ , 19__

Bank of America, N.A.



By:_________________________________
Title:______________________________




[Approved this ___ day
of ___________ , 19__

[NAME OF BORROWER]



By: ________________________________**
Title:______________________________



**Required if the Assignee is an Eligible Assignee solely by reason of clause
(iii) of the definition of Eligible Assignee.