<PAGE>   1
                                                                    Exhibit 10.5

                                                                [EXECUTION COPY]

                        CREDIT AGREEMENT AMENDMENT NO. 2

      THIS CREDIT AGREEMENT AMENDMENT NO. 2, dated as of March 31, 1998 (this
"Amendment"), is made by and among Evenflo & Spalding Holdings Corporation
(formerly known as E&S Holdings Corporation), a company organized under the laws
of Delaware (the "Borrower"), the Lenders (as defined below) and Bank of America
National Trust & Savings Association ("Bank of America"), as the administrative
agent (the "Administrative Agent") for the Lenders.

                              W I T N E S S E T H:

      WHEREAS, the Borrower, the various financial institutions parties thereto
from time to time (collectively, the "Lenders"), Bank of America, as swing line
lender, as fronting lender and as administrative agent for the Lenders, Merrill
Lynch Capital Corporation, as documentation agent for the Lenders, and
NationsBank N.A. South, as syndication agent for the Lenders, have heretofore
entered into that certain Credit Agreement, dated as of September 30, 1996 (as
amended by the First Amendment to Credit Agreement, dated as of December 11,
1996, the "Existing Credit Agreement"); and

      WHEREAS, the Borrower has requested, and the Lenders and the
Administrative Agent are willing, subject to the terms and conditions set forth
below, to amend the Existing Credit Agreement as provided below (the Existing
Credit Agreement, as amended pursuant to the terms of this Amendment, being
referred to as the "Amended Credit Agreement");

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrower, the Lenders and the Administrative Agent hereby
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SUBPART I.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):

      "Administrative Agent" is defined in the preamble.

      "Amended Credit Agreement" is defined in the second recital.

      "Amendment" is defined in the preamble.
<PAGE>   2
      "Amendment Effective Date Certificate" means the amendment effective date
certificate executed and delivered by the Borrower pursuant to Subpart 3.8,
substantially in the form of Annex I hereto.

      "Borrower" is defined in the preamble.

      "Existing Credit Agreement" is defined in the first recital.

      "Lenders" is defined in the first recital.

      "Second Amendment Effective Date" is defined in Subpart 3.1.

      "Security Agreement" means the Security Agreement executed and delivered
by the Borrower and each Domestic Subsidiary pursuant to Subpart 3.6,
substantially in the form of Exhibit A hereto, as amended, supplemented, amended
and restated or otherwise modified from time to time.

      SUBPART I.2. Other Definitions. Terms for which meanings are provided in
the Amended Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used in this Amendment with such meanings.

                                   ARTICLE II

                                   AMENDMENTS

      Effective on (and subject to the occurrence of) the Second Amendment
Effective Date, certain provisions of the Existing Credit Agreement are hereby
amended in accordance with this Article II; except expressly as so amended by
this Amendment, the Existing Credit Agreement shall continue in full force and
effect in accordance with its terms.

      SUBPART II.1. Amendments to Article I of the Existing Credit Agreement.
Article I of the Existing Credit Agreement ("Definitions") is amended in
accordance with Subparts 2.1.1 and 2.1.2.

      SUBPART II.1.1. Section 1.1 of the Existing Credit Agreement ("Certain
Defined Terms") is amended by inserting in such Section the following
definitions in the appropriate alphabetical order:

            "Bank Book" means the Bank Book, dated March 23, 1998 and delivered
      by the Borrower to the Lenders on such date.

            "Casualty Event" means the damage, destruction or condemnation, as
      the case may be, of any property of the Borrower or any of its
      Subsidiaries.

            "Casualty Proceeds" means, with respect to any Casualty Event, the
      amount of any insurance proceeds or condemnation awards received by the
      Borrower or any of its Subsidiaries in connection therewith.

            "Liquidity Facility" means the Liquidity Facility, dated as of March
      30, 1998, among Spalding & Evenflo Companies, Inc., as the borrower, the
      lenders parties thereto, Bank of America National Trust & Savings
      Association, as the administrative agent, Merrill Lynch


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<PAGE>   3
      Capital Corporation, as the documentation agent and NationsBank N.A. South
      as the syndication agent, as such Liquidity Facility may be amended,
      modified, amended and restated or extended in accordance with its terms.

            "Mortgage" means, collectively, each mortgage or deed of trust or
      leasehold mortgage executed and delivered by the Borrower or any other
      Obligor in favor of the Administrative Agent for the benefit of the
      Lenders pursuant to the requirements of this Agreement, in form and
      substance reasonably satisfactory to the Administrative Agent, in each
      case as amended, supplemented, amended and restated or otherwise modified
      from time to time.

            "Refinancing" has the meaning set forth in Section 8.4(m).

            "Second Amendment" means the Credit Agreement Amendment No. 2,
      dated as of March 31, 1998, among the Borrower, the Lenders parties
      thereto and the Administrative Agent.

            "Security Agreement" means the Security Agreement executed and
      delivered pursuant to this Agreement, substantially in the form of Exhibit
      A to the Second Amendment, as amended, supplemented, amended and restated
      or otherwise modified from time to time.

      SUBPART II.1.2. The following definitions in Section 1.1 of the Existing
Credit Agreement ("Certain Defined Terms") are amended as follows:

            (a)  "Agreement": the definition of "Agreement" is hereby amended
      and restated as follows:

                  "'Agreement" means this Credit Agreement, as amended
            (including as previously amended), supplemented, amended and
            restated or otherwise modified from time to time."

            (b)  "Applicable Margin": the definition of "Applicable Margin"
      is hereby amended and restated as follows:

                  "'Applicable Margin' means, with respect to the Revolving
            Loans, the Tranche A Term Loans or the Commitment Fee, as of any
            date, the rate per annum determined pursuant to the following
            pricing grid (expressed in basis points), subject to the provisions
            of this definition set forth below:


                                  PRICING GRID

<TABLE>
<CAPTION>
RATIO OF CONSOLIDATED
    TOTAL DEBT TO             EURODOLLAR RATE   BASE RATE MARGIN    COMMITMENT FEE
 CONSOLIDATED EBITDA             MARGIN
<S>                           <C>               <C>                 <C>
       X > 6.0                     250.0              150.0              50.0

  X <=6.0, but > 5.5               225.0              125.0              42.5

 X <= 5.5, but > 5.0               200.0              100.0              37.5

 X <= 5.0, but > 4.5               162.5               62.5              37.5
</TABLE>


                                      -3-
<PAGE>   4
<TABLE>
<CAPTION>
RATIO OF CONSOLIDATED
    TOTAL DEBT TO             EURODOLLAR RATE   BASE RATE MARGIN    COMMITMENT FEE
 CONSOLIDATED EBITDA             MARGIN
<S>                           <C>               <C>                 <C>

 X <= 4.5, but > 4.0               137.5               37.5              35.0

 X <= 4.0, but > 3.5               112.5               12.5              30.0

 X <= 3.5, but > 3.0                87.5                0.0              25.0

       X <= 3.0                     62.5                0.0              20.0

</TABLE>


                  The Applicable Margin for Tranche B Term Loans shall be: (i)
            for so long as the ratio of Consolidated Total Debt to Consolidated
            EBITDA is greater than 6.0:1.0: 3.00% for Eurodollar Loans and 2.00%
            for Base Rate Loans, and (ii) for so long as the ratio of
            Consolidated Total Debt to Consolidated EBITDA is less than or equal
            to 6.0:1.0: 2.75% for Eurodollar Loans and 1.75% for Base Rate
            Loans.

                  The Applicable Margin for Tranche C Term Loans shall be: (i)
            for so long as the ratio of Consolidated Total Debt to Consolidated
            EBITDA is greater than 6.0:1.0: 3.50% for Eurodollar Loans and 2.50%
            for Base Rate Loans, and (ii) for so long as the ratio of
            Consolidated Total Debt to Consolidated EBITDA is less than or equal
            to 6.0:1.0: 3.25% for Eurodollar Loans and 2.25% for Base Rate
            Loans.

                  The Applicable Margin for Tranche D Term Loans shall be: (i)
            for so long as the ratio of Consolidated Total Debt to Consolidated
            EBITDA is greater than 6.0:1.0: 4.00% for Eurodollar Loans and 3.00%
            for Base Rate Loans, and (ii) for so long as the ratio of
            Consolidated Total Debt to Consolidated EBITDA is less than or equal
            to 6.0:1.0: 3.75% for Eurodollar Loans and 2.75% for Base Rate
            Loans.

                  The Applicable Margin for Tranche A Term Loans, Revolving
            Loans and the Commitment Fee, shall be determined pursuant to the
            Pricing Grid above at such time. As set forth in the Pricing Grid,
            "X" refers to the ratio of Consolidated Total Debt to Consolidated
            EBITDA. For the purposes of determining the Applicable Margin with
            respect to any Loan, the ratio of Consolidated Total Debt to
            Consolidated EBITDA shall be determined (x) from and after the
            effective date hereof to the date of the Compliance Certificate
            referred to in clause (y), based on the highest such level set forth
            above with respect to each Loan, and (y) on and after the date of
            delivery of the Compliance Certificate delivered pursuant to clause
            (b) of Section 7.2, based upon such certificate, and shall remain in
            effect until such time as the next Compliance Certificate shall be
            delivered (and, at such time, the Applicable Margin shall change
            based on such next Compliance Certificate); provided, however, that,
            if (i) any such Compliance Certificate is not delivered to the
            Administrative Agent on or prior to the date required pursuant to
            clause (b) of Section 7.2 and (ii) such Compliance Certificate
            indicates a ratio of Consolidated Total Debt to Consolidated EBITDA
            that would result in an Applicable Margin which is greater than the
            Applicable Margin then in effect, then (A) such greater Applicable
            Margin shall be deemed to be in effect for all purposes of this
            Agreement from the date such Compliance Certificate was required to
            be delivered to the Administrative Agent pursuant to clause (b) of
            Section 7.2 and (B) in furtherance of the other terms of this
            proviso, if the Borrower shall have made any payment in respect


                                      -4-
<PAGE>   5
            of interest or fees during the period from the date such Compliance
            Certificate was required to be delivered to the actual date of
            delivery of such Compliance Certificate, then the Borrower shall pay
            in the form of a supplemental payment of interest and/or fees, an
            amount which equals the difference between the amount of interest
            and/or fees that would otherwise have been paid determined as if
            such Compliance Certificate was delivered on the date such
            Compliance Certificate was required to be delivered and the amount
            of such interest and/or fees so paid, which supplemental payment of
            interest and/or fees shall be due and payable on the actual date of
            delivery of such Compliance Certificate."

            (c)  "Capital Expenditures": clause (c) of the proviso to the
      definition of "Capital Expenditures" is hereby amended and restated as
      follows"

            " (c) the purchase or construction of property, plant or equipment
            with Casualty Proceeds within one year of the receipt of such
            proceeds; and";

            (d) "Consolidated EBITDA": subclause (viii) of clause (b) is hereby
      amended and restated as follows:

            "(viii) the amount of any restructuring charge or reserve; provided,
            that for any computation of such amount with respect to a period
            ending on or after March 31, 1998, the maximum aggregate amount of
            any such restructuring charge or reserve shall be limited to the
            aggregate amounts projected as of March 23, 1998 in the Bank Book
            (and, without duplication, such charges taken or disclosed in the
            Bank Book in respect of periods ending prior to March 31, 1998)";

            (e) "Interest Period": the definition of "Interest Period" is
      amended by deleting the words "three or six months thereafter (or ending 9
      or 12 months thereafter if available to all Lenders making such Loans as
      determined by such Lenders in good faith based on prevailing market
      conditions)" beginning in the third line thereof and by inserting the
      words "or three months thereafter" after the words "on the date one, two,"
      appearing in the third line thereof;

            (f)  "Loan Documents": the definition of "Loan Documents" is
      hereby amended and restated as follows:

                  "'Loan Documents" means this Agreement, any Notes, the
            Guaranty, the Pledge Agreement, each Mortgage, the Security
            Agreement and the Fee Letter.'"

            (g)  "Pledge Agreement": the definition of "Pledge Agreement" is
      hereby amended and restated as follows:

                  "'Pledge Agreement' means the Pledge Agreement to be duly
            executed and delivered by the Borrower and each Domestic Subsidiary
            which is a Material Subsidiary, substantially in the form of Exhibit
            F, as amended, supplemented, amended and restated or otherwise
            modified from time to time."

            (h)  "Restricted Subsidiary": the definition of "Restricted
      Subsidiary" is amended by deleting the words "which is not an
      Unrestricted Subsidiary" in the Credit Agreement; and


                                      -5-
<PAGE>   6
            (i) "Unrestricted Subsidiary": the definition of "Unrestricted
      Subsidiary" is deleted from Section 1.1 of the Credit Agreement, and all
      references to "Unrestricted Subsidiary" shall be deleted.

      SUBPART II.2.  Amendments to Article II of the Existing Credit
Agreement.  Article II of the Existing Credit Agreement ("The Credits") is
amended in accordance with Subpart 2.2.1.

      SUBPART II.2.1. Section 2.8 of the Existing Credit Agreement ("Mandatory
Prepayments of Loans") is amended as follows:

            (a) clause (a) thereof is hereby amended and restated as follows:

                  "(a) Asset Dispositions. In the event that the Net Disposition
            Proceeds of any Disposition (such Disposition, a "Current
            Disposition") (other than a Disposition permitted pursuant to clause
            (a), (b) or (c) of Section 8.2), and of all prior Dispositions as to
            which a prepayment has not yet been made under this clause (a),
            shall equal or exceed $250,000 then, the Borrower or such Restricted
            Subsidiary shall, concurrently with the receipt of the Net
            Disposition Proceeds of the Current Disposition, apply 100% of the
            Net Disposition Proceeds of the Current Disposition and all such
            prior Dispositions in accordance with clause (f).";

            (b) clause (b) thereof is hereby amended by replacing the words
      "Term Loans" in the fourth line thereof with the words "Loans and certain
      other Indebtedness in accordance with clause (f),";

            (c) clause (c) is amended by replacing the words "Term Loans" in the
      sixth line thereof with the words "Loans and certain other Indebtedness in
      accordance with clause (f),";

            (d) a new clause (d) is added as follows:

                  "(d) Casualty Proceeds. If during any Fiscal Year one or more
            Casualty Events shall have occurred for which the Borrower or any
            Restricted Subsidiary shall receive Casualty Proceeds in excess of
            $1,000,000 during such Fiscal Year, then the Borrower or such
            Restricted Subsidiary may (provided that no payment Default or Event
            of Default is continuing at such time), within 365 days after the
            receipt by the Borrower or such Restricted Subsidiary of such
            Casualty Proceeds, reinvest up to 100% of such Casualty Proceeds to
            replace or repair the assets that were the subject of such Casualty
            Event(s). Any Casualty Proceeds that are not reinvested in
            accordance with the previous sentence shall be applied to prepay
            Loans and certain other Indebtedness in accordance with clause (f),
            (x) in the case of the continuance of a payment Default or an Event
            of Default at such time, on the day such Casualty Proceeds are
            received, in an amount equal to 100% of such Casualty Proceeds, and
            (y) otherwise on the Business Day immediately succeeding the last
            day of such 365-day period, in an aggregate amount equal to the
            portion of such Casualty Proceeds not so reinvested. ";

            (e) the previously existing clause (d) thereof is relettered as
      "clause (f)" and is hereby amended and restated as follows:


                                      -6-
<PAGE>   7
                  "(f) Application of Proceeds. Any prepayment made pursuant to
            clauses (a), (b), (c) and (d) shall be applied first, to prepay Term
            Loans, allocated among the Term Loans as follows: (i) first, to the
            next two scheduled and unpaid principal installments of the Tranche
            A Term Loans (and any Tranche B Term Loan, Tranche C Term Loan and
            Tranche D Term Loan installments payable on or before such
            installment payment dates) in direct order of maturities, and (ii)
            second, to the remaining installments of the Term Loans pro rata,
            and, in each case, related interest on the Term Loans, second, to
            reduce outstandings under the Commitment Amount (as defined in the
            Liquidity Facility) under the Liquidity Facility, third to any other
            Obligations (as defined in the Liquidity Facility) under the
            Liquidity Facility, fourth, to prepay Revolving Loans and reduce the
            related Revolving Commitment and fifth, to pay any other
            Obligations"; and

            (f) the previously existing clause (f) thereof is relettered as
      "clause (h)" and is amended by deleting in its entirety the parenthetical
      in the first sentence thereof.

      SUBPART II.3. Amendments to Article VII of the Existing Credit Agreement.
Article VII of the Existing Credit Agreement ("Affirmative Covenants") is
amended in accordance with Subparts 2.3.1 through 2.3.4.

      SUBPART II.3.1. Section 7.1 of the Existing Credit Agreement ("Financial
Statements") is amended as follows:

            (a)  a new clause (c) is added as follows:

                  "(c) promptly after available, but not later than 30 days
            after the end of each calendar month, a copy of (i) the unaudited
            consolidated balance sheet of the Borrower and its Restricted
            Subsidiaries as of the end of such month and the related
            consolidated statements of earnings, cash flows and, to the extent
            prepared, shareholders' equity for the period commencing on the
            first day and ending on the last day of such month and (ii) such
            divisional and segment net sales and EBITDA reporting information
            prepared by the Borrower consistent with the Borrower's normal
            monthly internal reporting, certified by a Responsible Officer as
            fairly presenting in all material respects (subject to year-end
            audit adjustments) the financial position and the results of
            operations of the Borrower and its Restricted Subsidiaries as of the
            date thereof."

      SUBPART II.3.2. Section 7.11 of the Existing Credit Agreement ("Future
Subsidiaries") is amended and restated as follows:

            "7.11 Future Subsidiaries. Without limiting the effect of any
            provision contained herein (including Section 8.3), upon any Person
            becoming, after the date hereof, a Subsidiary of the Borrower (other
            than any Subsidiary that is not a Material Subsidiary), including
            any Person that was a Restricted Subsidiary, but not a Material
            Subsidiary, but which becomes a Material Subsidiary through internal
            growth or otherwise, or upon the Borrower or any Subsidiary
            acquiring additional capital stock of any existing Subsidiary which
            is then pledged under the Pledge Agreement, at the Borrower's
            expense:


                                      -7-
<PAGE>   8
                  (a) regardless of whether such Person is a Material
            Subsidiary, in the event such Person is a Domestic Subsidiary, the
            Borrower shall cause such Person, if not theretofore a party to the
            Guaranty, to execute a supplement to (i) the Guaranty for the
            purpose of becoming a guarantor thereunder and (ii) the Security
            Agreement for the purpose of becoming a grantor thereunder, together
            with acknowledgment copies of Uniform Commercial Code financing
            statements (form UCC-1) executed and delivered by such Subsidiary
            naming such Subsidiary as the debtor and the Administrative Agent as
            the secured party, or other similar instruments or documents, filed
            under the Uniform Commercial Code of all jurisdictions as may be
            necessary or, in the opinion of the Administrative Agent, desirable
            to perfect the security interest of the Administrative Agent
            pursuant to the Security Agreement; and

                  (b) (i) in the event such Person is a Domestic Subsidiary of
            the Borrower or a Material Subsidiary which is a direct Foreign
            Subsidiary of the Borrower or a Domestic Subsidiary of the Borrower,
            the Borrower or such applicable Domestic Subsidiary shall, pursuant
            to the Pledge Agreement, pledge to the Administrative Agent for the
            benefit of the Lenders (free and clear of any other pledges relating
            to such Person or any of its Subsidiaries) all of the outstanding
            shares of such capital stock of such Subsidiary owned directly by it
            (provided, that, in the event such Subsidiary is a Foreign
            Subsidiary, the Borrower or Domestic Subsidiary shall not be
            required to pledge more than 65% of the outstanding shares of the
            capital stock of such Foreign Subsidiary), along with undated stock
            powers for such certificates, executed in blank (or, if any such
            shares of capital stock are uncertificated, confirmation and
            evidence satisfactory to the Administrative Agent that the security
            interest in such uncertificated securities has been perfected by the
            Administrative Agent in accordance with Section 9-115 of the Uniform
            Commercial Code as in effect in the State of New York or any similar
            law which may be applicable); and

            (ii) in the event such Person is a Material Subsidiary and a direct
            Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the
            Borrower, the Borrower or such applicable Domestic Subsidiary shall,
            within 60 days of such Person having become a Material Subsidiary of
            the Borrower or such Domestic Subsidiary (and, in the case of any
            such existing direct Foreign Subsidiary which is a Material
            Subsidiary as of the Second Amendment Effective Date, within 60 days
            of the Second Amendment Effective Date) execute and deliver a
            supplement to the Pledge Agreement, which supplement shall, under
            the law of incorporation of such Foreign Subsidiary, be effective to
            create and perfect a valid security interest in 65% of the
            outstanding shares of the capital stock of such Foreign Subsidiary,
            accompanied by legal opinions of outside counsel to the Borrower in
            respect of such collateral, reasonably satisfactory to the Agents."

      SUBPART II.3.3.  A new Section 7.15 is added as follows

                  "7.15. Real Estate. Within 45 days after the Second Amendment
            Effective Date (or, with respect to the selection by the Agents of a
            plant in substitution for any other single plant specified below
            (and only with respect to such plant) in accordance with the terms
            hereof, 45 days after the selection of such plant), the Borrower
            shall cause to be delivered a duly executed Mortgage (together with
            documentation requested by and reasonably satisfactory to the
            Agents) with respect to the plant located in Chicopee, Massachusetts
            and the plant located in Piqua, Ohio (or any other two plants
            selected by the Agents for which the provision of a security
            interest thereon is


                                      -8-
<PAGE>   9
            reasonably practicable), accompanied by legal opinions of outside
            counsel to the Borrower in respect of such collateral, reasonably
            satisfactory to the Agents, all at the Borrower's expense."

      SUBPART II.3.4.  A new Section 7.16 is added as follows

                  "7.16. Pledged Stock of Foreign Subsidiaries. Within 60 days
            after the Closing Date, the Borrower shall promptly deliver, or
            cause to be delivered, appropriate supplemental security
            documentation (consistent with the corresponding terms of the Pledge
            Agreement) under the law of the jurisdiction of incorporation of
            each Foreign Subsidiary which is a direct Subsidiary of the Borrower
            or a Domestic Subsidiary to the Administrative Agent, duly executed
            and delivered by an Authorized Officer of the pledgor thereof, all
            in form and substance satisfactory to the Administrative Agent."

      SUBPART II.4. Amendments to Article VIII of the Existing Credit Agreement.
Article VIII of the Existing Credit Agreement ("Negative Covenants") is amended
in accordance with Subparts 2.4.1 through 2.4.7.

      SUBPART II.4.1. Section 8.1 of the Existing Credit Agreement ("Limitation
on Liens") is amended as follows:

            (a) clause (l) thereof is amended by inserting "in an aggregate
      amount not to exceed $5,000,000 at any time outstanding immediately
      following the word "Indebtedness" in the third line of subclause (i)
      thereof;

            (b) the provision set forth in clause (m) thereof is deleted in its
      entirety and replaced with the word "Reserved.";

            (c) clause (q) thereof is amended by inserting "under the Liquidity
      Facility (including any extensions thereof and any Refinancing permitted
      pursuant to Section 8.4(m) (plus accrued interest and Obligations (as
      defined in the Liquidity Facility) under the Liquidity Facility or such
      Refinancing from time to time) plus the Lien on the plant located in
      Chicopee, Massachusetts, existing on the date hereof and securing an
      aggregate principal amount not to exceed $6,500,000;" at the end thereof;
      and

            (d) a new clause (t) is added as follows:

                  "(t) Liens placed on assets of any Foreign Subsidiary to
            secure Indebtedness of a Foreign Subsidiary permitted pursuant to
            Section 8.4(g), up to an aggregate principal amount at any time of
            $50,000,000 and only to the extent that such Indebtedness is not
            guaranteed by the Borrower or a Domestic Subsidiary (without
            duplication)."

      SUBPART II.4.2. Section 8.2 of the Existing Credit Agreement
("Consolidations and Mergers; Sales of Assets") is amended as follows:

            (a) clause (b) thereof is amended by inserting "; provided that
      neither the Borrower nor any Domestic Subsidiary may sell or otherwise
      transfer (i) its assets to any Foreign


                                      -9-
<PAGE>   10
      Subsidiary other than in the ordinary course of business or (ii) material
      assets to one or more Subsidiaries which are not Guarantors" at the end
      thereof;

            (b) subclause (ii) of the proviso to clause (d) thereof is amended
      by adding the words "; provided that in no event shall more than 15% of
      the total consideration for any such Disposition consist of non-cash
      consideration" at the end of such subclause; and

            (c) clause (d) thereof is amended by adding a new subclause (iv) to
      the proviso thereof as follows:

                  "(iv) any Disposition to an Affiliate of the Borrower or any
            Restricted Subsidiary having an aggregate purchase price of
            $10,000,000 or more shall require in advance of such Disposition an
            independent fairness opinion with respect thereto, a copy of which
            shall be delivered in advance of such Disposition to the Lenders,
            from a firm reasonably acceptable to the Agents."

      SUBPART II.4.3. Section 8.3 of the Existing Credit Agreement ("Loans,
Acquisitions and Investments") is amended as follows:

            (a)  clause (b) thereof is amended and restated as follows:

                  "(b) Investments in the Borrower or in any of its Subsidiaries
            as reasonably necessary to conduct its business operations or as
            necessary to effect the restructuring of the Borrower and its
            Subsidiaries as contemplated;"

            (b) clause (d) thereof is amended by deleting the number
      "$5,000,000" appearing therein and inserting "$2,000,000" in replacement
      therefor;

      Section 8.3(h) is amended and restated as follows:

            "(h) Investments by the Borrower or any Subsidiary constituting an
      Acquisition which has been approved in writing by the Majority Lenders
      (any such Acquisition so approved, a "Permitted Acquisition");"; and

            (c) clause (i) thereof is hereby amended and restated as follows:

                  "(i) so long as no Event of Default or payment Default exists
            and is continuing at the time of the making of such Investment (or
            would occur immediately after giving effect thereto), additional
            Investments by the Borrower or its Restricted Subsidiaries in an
            aggregate amount not to exceed $1,000,000 at any time."

      SUBPART II.4.4. Section 8.4 of the Existing Credit Agreement ("Limitation
on Indebtedness") is amended as follows:

            (a) clause (c) thereof is amended by inserting "; provided that such
      Indebtedness shall (i) if it is Indebtedness of the Borrower, be
      subordinated to the Obligations and the Indebtedness under the Liquidity
      Facility on terms reasonably satisfactory to the Agents and (ii) to the
      extent it is Indebtedness held by the Borrower, be evidenced by one or
      more promissory notes in form and substance reasonably satisfactory to the
      Administrative Agent, which have


                                      -10-
<PAGE>   11
      been duly executed, delivered and endorsed to the order of the
      Administrative Agent in pledge pursuant to the Pledge Agreement;" at the
      end thereof;

            (b) subclause (ii) of the proviso to clause (d) is amended by
      substituting the number "$75,000,000" with the number "$50,000,000" and by
      adding at the end of such subclause the words "less the principal amount
      of any such Indebtedness which is secured by a Lien permitted pursuant to
      Section 8.1(t)";

            (c) clause (e) thereof is amended by inserting "and the tenor
      thereof is not in any respect shortened" immediately following the
      parenthetical in subclause (i) of the proviso thereof;

            (d) the provision set forth in clause (h) thereof is deleted in its
      entirety and replaced with the word "Reserved.";

            (e) the provision set forth in clause (i) thereof is deleted in its
      entirety and replaced with the word "Reserved.";

            (f) clause (l) thereof is amended by adding the word "unsecured"
      after the word "additional" and by deleting the number "$50,000,000"
      appearing therein and inserting "$25,000,000"; and

            (g) a new clause (m) will be added as follows:

                  "(m) additional first-priority secured Indebtedness of the
            Borrower and its Restricted Subsidiaries not to exceed $25,000,000
            in principal amount at any time outstanding, incurred under the
            Liquidity Facility (as amended or extended) and any refinancing
            thereof (the "Refinancing") provided, that, as to any Refinancing,
            (i) the Liquidity Facility has been repaid (or, concurrently with
            the Refinancing, will be repaid) in full, (ii) the principal amount
            of the Refinancing is not greater than $25,000,000, (iii) prior to
            the Refinancing, the Borrower shall have requested the Agents to
            amend or extend the Liquidity Facility and one or more of the Agents
            have not agreed to such amendment or extension, (iv) the
            institutions providing the Refinancing shall not include any person
            which is not a Lender under this Agreement immediately prior to the
            Refinancing, and (v) the Lien on any property securing the
            Refinancing shall not be prior to the Lien securing the
            Obligations."

      SUBPART II.4.5. Section 8.5 of the Existing Credit Agreement ("Restricted
Payments") is amended as follows:

            (a) the provision set forth in clause (b) thereof is deleted in its
      entirety and replaced with the word "Reserved.";

            (b) the provision set forth in clause (c) thereof is deleted in its
      entirety and replaced with the word "Reserved.";

            (c) clause (e) thereof is amended by inserting "all as in effect on
      the Second Amendment Effective Date (as defined in the Second Amendment)"
      at the end thereof; and


                                      -11-
<PAGE>   12
            (d) a new clause (g) will be added as follows:

                  "(g) Notwithstanding anything to the contrary in this Section
            8.5, no Subsidiary shall declare or make any dividend payment unless
            such dividend is payable to the Borrower or a wholly-owned
            Subsidiary of the Borrower."

      SUBPART II.4.6. Section 8.6 of the Existing Credit Agreement ("Financial
Covenants") is amended as follows:

            (a) the table appearing in clause (a) thereof is amended as follows:
      (i) the ratio set forth opposite "March 31, 1998" shall be amended to be
      "1.35 : 1.00", (ii) the ratio set forth opposite "June 30, 1998" shall be
      amended to be "1.30 : 1.00", and (iii) the ratio set forth opposite the
      "September 30, 1998" shall be amended to be "1.25 : 1.00";

            (b) the table appearing in clause (b) thereof is amended and
      restated in its entirety to read as follows:


<TABLE>
<CAPTION>
      "Date                                                    Ratio
      -----                                                    -----
<S>                                                         <C>
      September 30, 1997
        and the last day of each
        December, March, June and
        September thereafter through
        June 30, 1998                                       1.25 : 1.00

      September 30, 1998                                    1.00 : 1.00

      December 31, 1998
        and the last day of each
        December, March, June and
        September thereafter through
        June 30, 2000                                       1.25 : 1.00

      September 30, 2000
        and the last day of each
        December, March, June and
        September thereafter                               1.35 : 1.00"
</TABLE>

            (c) the table appearing in clause (c) thereof is amended as follows:
      (i) the ratio set forth opposite "March 31, 1998" shall be amended to be
      "7.75 : 1.00", (ii) the ratio set forth opposite "June 30, 1998" shall be
      amended to be "7.75 : 1.00", and (iii) the ratio set forth opposite the
      "September 30, 1998" shall be amended to be "7.75 : 1.00";

      SUBPART II.4.7. A new Section 8.9 of the Existing Credit Agreement is
added as follows:


                                      -12-
<PAGE>   13
            "8.9 Assets of the Borrower. The Borrower shall not own beneficially
      or of record any material assets other than the capital stock of its
      Subsidiaries (and the assets represented by the ownership of such capital
      stock)."

      SUBPART II.5. Amendments to Article IX of the Existing Credit
Agreement.  Article IX of the Existing Credit Agreement ("Events of Default")
is amended in accordance with Subpart 2.5.1.

      SUBPART II.5.1. Section 9.1 of the Existing Credit Agreement ("Event of
Default") is amended as follows:

            (a) clause (c) thereof is hereby amended and restated as follows:

                  " (c) Specific Defaults. The Borrower fails to perform or
                  observe any term, covenant or agreement contained in any of
                  clause (a)(i) of Section 7.3 or Sections 8.1, 8.2 through 8.8,
                  Section 4 of the Security Agreement or Section 8 of the Pledge
                  Agreement; or"

            (b) clause (d) thereof is amended by (i) deleting "Borrower fails to
      perform or observe any term, covenant or agreement contained in Section
      8.1 and such default shall continue unremedied for 10 days after the date
      upon which a Responsible Officer of the Borrower has actual knowledge or
      receives written notice thereof; or the", and (ii) inserting "(i) a
      Responsible Officer of the Borrower has actual knowledge thereof or (ii)"
      immediately following the words "upon which" appearing in the sixth line
      thereof;

            (c) clause (k) thereof is amended and restated as follows:

                  "(k) Collateral. Any provision of the Pledge Agreement, the
            Security Agreement or any Mortgage shall for any reason (other than
            as a result of acts or omissions of the Administrative Agent or any
            Lender) cease to create a valid security interest in the collateral
            purported to be covered thereby (other than as to any such
            collateral which is immaterial) or any material provision of the
            Pledge Agreement, the Security Agreement, any Mortgage or the
            Guaranty shall cease to be valid and binding on or enforceable
            against the Borrower or any other Obligor party thereto, or the
            Borrower or any other Obligor shall deny or disaffirm in writing its
            obligations under the Pledge Agreement, the Security Agreement, any
            Mortgage or the Guaranty."

      SUBPART II.6. Amendments to Article X of the Existing Credit Agreement.
Article X of the Existing Credit Agreement ("The Agents") is amended in
accordance with Subpart 2.6.1.

      SUBPART II.6.1. Section 10.11(a) of the Existing Credit Agreement
("Collateral Matters") is amended by adding the words ", the Security Agreement,
the Mortgages" after the words "to take any action with respect to any
collateral security" in the third line thereof.

                                   ARTICLE III

                           CONDITIONS TO EFFECTIVENESS



                                      -13-
<PAGE>   14
      SUBPART III.1. Second Amendment Effective Date. This Amendment, and the
amendments and modifications contained herein, shall be and become effective on
the date (the "Second Amendment Effective Date") when each of the conditions set
forth in this Article III shall have been fulfilled to the satisfaction of the
Administrative Agent.

      SUBPART III.2. Execution of Counterparts. The Administrative Agent shall
have received counterparts of this Amendment, duly executed and delivered on
behalf of the Borrower and each of the Majority Lenders.

      SUBPART III.3. Resolutions; Incumbency. The Administrative Agent shall
have received (i) copies of the resolutions of the board of directors of the
Borrower authorizing the execution, delivery and performance of this Amendment,
each other Loan Document to be delivered by the Borrower in connection herewith
and the transactions contemplated hereby and thereby, certified as of the Second
Amendment Effective Date by the Secretary or an Assistant Secretary of the
Borrower, together with a certificate of the Secretary or Assistant Secretary of
the Borrower dated the Second Amendment Effective Date, certifying the names and
true signatures of the officers of the Borrower authorized to execute, deliver
and perform, as applicable, this Amendment, and such other Loan Documents to be
delivered by it in connection herewith; and (ii) copies of the resolutions of
the board of directors of each Subsidiary authorizing the delivery, execution
and performance by such Subsidiary of the Loan Documents to be delivered by it
in connection herewith, certified as of the Second Amendment Effective Date by
the Secretary or an Assistant Secretary of such Subsidiary, together with a
certificate of the Secretary or Assistant Secretary of such Subsidiary dated the
Second Amendment Effective Date, certifying the names and true signatures of the
officers of such Subsidiary authorized to execute, deliver and perform such Loan
Documents.

       SUBPART III.4. Organization Documents. The Administrative Agent shall
have received the articles or certificate of incorporation and the bylaws of
each of Obligors for which such documents have not previously been delivered and
certified, in each case, as in effect on the Second Amendment Effective Date,
certified by the Secretary or Assistant Secretary of such Person as of the
Second Amendment Effective Date, together with a certification that any
documents which were previously delivered are in full force and effect and have
not, since the date of such delivery, been amended.

       SUBPART III.5. Approvals. All necessary material governmental,
shareholders' and third-party approvals in connection with the execution,
delivery and performance of this Amendment and the other Loan Documents
delivered in connection herewith.

      SUBPART III.6. Other Loan Documents.  The Administrative Agent shall
have received:

            (a) (x) an affirmation and consent by each of the Guarantors and (x)
      a supplement to the Guaranty to add one or more additional Guarantors
      thereunder and, in the case of (x) and (y), confirming that upon the sale
      or other disposition of any Guarantor thereunder in accordance with the
      terms of the Amended Credit Agreement, such Guarantor shall be
      automatically released from all obligations thereunder to the extent that
      such sale or other disposition causes such Guarantor to cease being a
      Domestic Subsidiary of the Borrower,

            (b) a Pledge Agreement by the Borrower and each applicable Domestic
      Subsidiary, together with (i) the certificates, evidencing all of the
      issued and outstanding shares of capital stock of the Subsidiary being
      pledged thereby and (ii) executed blank undated stock powers, and


                                      -14-
<PAGE>   15
            (c) a Security Agreement, executed by the Borrower and each Domestic
      Subsidiary in favor of the Administrative Agent.

      SUBPART III.7. Filings. All UCC and intellectual property filings
necessary or, in the opinion of the Administrative Agent, desirable to perfect
and/or to maintain the perfection of the Liens (as defined in the Loan
Documents) provided for in the Loan Documents shall have been executed by the
Borrower and each applicable Subsidiary and delivered to the Administrative
Agent for filing at the Borrower's expense.

      SUBPART III.8. Amendment Effective Date Certificate. The Administrative
Agent shall have received, with counterparts for each Agent, the Amendment
Effective Date Certificate, dated the Second Amendment Effective Date and duly
executed and delivered by an Authorized Officer of the Borrower, in which
certificate the Borrower shall agree and acknowledge that the statements made
therein shall be deemed to be true and correct (in all material respects)
representations and warranties of the Borrower made as of such date, and, at the
time each such certificate is delivered, such statements shall in fact be true
and correct.

      SUBPART III.9. Legal Opinions. The Administrative Agent shall have
received a favorable legal opinion of (i) Simpson Thacher & Bartlett, special
counsel to the Obligors and (ii) the General Counsel to the Borrower, in each
case, addressed to the Administrative Agent and the Lenders and dated the Second
Amendment Effective Date, substantially in the forms of Annex A-1 and Annex A-2,
respectively.

      SUBPART III.10. Fees and Expenses. The Administrative Agent shall have
received all costs, fees (including, for each Lender party hereto, an amendment
fee equal to .25% of such Lender's Commitment) and expenses due and payable
pursuant to Subpart 5.4 (to the extent then invoiced) and pursuant to the
Existing Credit Agreement (including all previously invoiced fees and expenses).

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      SUBPART IV.1. Representations and Warranties. In order to induce the
Lenders and the Administrative Agent to enter into this Amendment, the Borrower
hereby represents and warrants to each Agent and each Lender, as of the date
hereof, as follows:

            (a) the representations and warranties contained in Article VI of
      the Existing Credit Agreement (after giving effect to the amendments set
      forth herein) and in each of the other Loan Documents are true and correct
      in all material respects on and as of such date, as though made on and as
      of such date (except to the extent such representations and warranties
      expressly refer to an earlier date, in which case they shall be true and
      correct in all material respects as of such earlier date);

            (b) no Default or Event of Default exists or would result from the
      amendments or modifications set forth in Article II or the other
      transactions contemplated hereby or from the grant or perfection of the
      Lien of the Administrative Agent and the Lenders on the collateral
      security provided under the Loan Documents delivered in connection
      herewith;


                                      -15-
<PAGE>   16
            (c) except as disclosed to the Lenders on March 23, 1998 or as
      disclosed in the Bank Book, no Material Adverse Change has occurred since
      September 30, 1997 and no material adverse change has occurred since
      September 30, 1997 with respect to the business, assets, operations,
      results of operations, condition (financial or otherwise) or prospects of
      the Borrower or the Borrower and its Subsidiaries, taken as a whole; and

            (d) neither the Borrower nor any of its Subsidiaries is subject to
      any material litigation or governmental proceeding with respect to the
      transactions contemplated hereby and no injunction or restraining order
      exists with respect to such transactions.

      SUBPART IV.2. Full Disclosure. (a) All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of the Borrower
or any of its Subsidiaries in writing to any Agent and/or any Lender on or
before the Secondment Amendment Effective Date (including all information
contained herein and in the other Loan Documents delivered in connection
herewith) for purposes of or in connection with this Amendment or any
transactions contemplated herein is true and complete in all material respects
on the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time in light of the
circumstances under which such information was provided, it being understood and
agreed that for purposes of this clause (a), such factual information shall not
include projections and pro forma financial information.

      (b) The projections and pro forma financial information contained in the
factual information referred to in clause (a) above were or are based on good
faith estimates and assumptions believed to be reasonable at the time made, it
being recognized by the Lenders that such projections as to future events are
not to be viewed as facts and that actual results during the period or periods
covered by any such projections may differ significantly from the projected
results.

                                    ARTICLE V

                                  MISCELLANEOUS

      SUBPART V.1. Full Force and Effect; Limited Amendment. Except as expressly
amended hereby, all of the representations, warranties, terms, covenants,
conditions and other provisions of the Existing Credit Agreement and the other
Loan Documents shall remain unamended and unwaived and shall continue to be, and
shall remain, in full force and effect in accordance with their respective
terms. The amendments set forth herein shall be limited precisely as provided
for herein to the provisions expressly amended herein and shall not be deemed to
be an amendment to, consent to or modification of any other term or provision of
the Existing Credit Agreement, any other Loan Document referred to therein or
herein or of any transaction or further or future action on the part of the
Borrower or any other Obligor which would require the consent of the Lenders
under the Existing Credit Agreement or any of the other Loan Documents.

      SUBPART V.2. Loan Document Pursuant to Existing Credit Agreement. This
Amendment is a Loan Document executed pursuant to the Existing Credit Agreement
and shall be construed, administered and applied in accordance with all of the
terms and provisions of the Existing Credit Agreement (and, following the date
hereof, the Amended Credit Agreement). Any breach of any representation or
warranty or covenant or agreement contained in this Amendment shall be deemed to


                                      -16-
<PAGE>   17
be an Event of Default for all purposes of the Existing Credit Agreement and the
other Loan Documents.

      SUBPART V.3. Further Assurances. The Borrower hereby agrees that it will
take any action that from time to time may be reasonably necessary to effectuate
the agreements contemplated herein.

      SUBPART V.4. Fees and Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, execution and delivery of this Amendment and the
documents and transactions contemplated hereby, including the reasonable fees
and disbursements of Mayer, Brown, and Platt, as counsel for the Administrative
Agent and of Wachtell, Lipton, Rosen & Katz, as counsel for the Administrative
Agent.

      SUBPART V.5.  Headings.  The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.

      SUBPART V.6. Counterparts. This Amendment may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

      SUBPART V.7.  Cross-References.  References in this Amendment to any
Article or Subpart are, unless otherwise specified or otherwise required by
the context, to such Article or Subpart of this Amendment.

      SUBPART V.8.  Successors and Assigns.  This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

      SUBPART V.9. No Third Parties Benefited. This Amendment is made and
entered into for the sole protection and legal benefit of the Borrower, the
Lenders, each Agent and the Agent-Related Persons, and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Amendment or any of the other Loan Documents.

      SUBPART V.10.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                      -17-
<PAGE>   18
      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the day and year first above written.

                                          EVENFLO & SPALDING HOLDINGS
                                          CORPORATION (formerly known as E&S
                                          Holdings Corporation), as the
                                          Borrower

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



                                          BANK OF AMERICA NATIONAL TRUST AND
                                             SAVINGS ASSOCIATION, as
                                             Administrative Agent

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


                                          Lenders:

                                          BANK OF AMERICA NATIONAL TRUST AND
                                             SAVINGS ASSOCIATION

                                          By
                                             ----------------------------------
                                             Name: Debra Seiter
                                             Title:Vice President



                                          MERRILL LYNCH CAPITAL CORPORATION

                                          By
                                             ----------------------------------
                                             Name: E.T. Crook
                                             Title:Vice President
<PAGE>   19
                                          MERRILL LYNCH DEBT STRATEGIES FUND,
                                             INC.

                                          By
                                             ----------------------------------
                                             Name: R. Douglas Henderson
                                             Title:Authorized Signatory


                                          MERRILL LYNCH DEBT STRATEGIES
                                             PORTFOLIO

                                               By: Merrill Lynch Asset
                                                   Management, L.P., as
                                                   Investment Advisor

                                          By
                                             ----------------------------------
                                             Name: R. Douglas Henderson
                                             Title:Authorized Signatory


                                          SENIOR DEBT PORTFOLIO
                                             (c/o Boston Management and
                                             Research Co.)


                                          By
                                             ----------------------------------
                                             Name: Scott H. Page
                                             Title:Vice President


                                          NATIONSBANK N.A. SOUTH

                                          By
                                             ----------------------------------
                                             Name: Bradford Jones
                                             Title:Attorney in Fact

                                          THE BANK OF NOVA SCOTIA

                                          By
                                             ----------------------------------
                                             Name: W.J. Brown
                                             Title:Vice President
<PAGE>   20
                                          BANKERS TRUST COMPANY

                                          By
                                             ----------------------------------
                                             Name: Mary Jo Jolly
                                             Title:Assistant Vice President


                                          CITY NATIONAL BANK

                                          By
                                             ----------------------------------
                                             Name: Patrick M. Cassidy
                                             Title:Vice President


                                          FLEET NATIONAL BANK

                                          By
                                             ----------------------------------
                                             Name: Thomas J. Flanagan II
                                             Title:Senior Vice President


                                          SOCIETE GENERALE

                                          By
                                             ----------------------------------
                                             Name: John M. Stack
                                             Title:Director


                                          WELLS FARGO BANK, N.A.

                                          By
                                             ----------------------------------
                                             Name: David A. Neumann
                                             Title:Vice President
<PAGE>   21
                                          CIBC, INC.

                                          By
                                             ----------------------------------
                                             Name: William M. Swenson
                                             Title:Authorized Signatory


                                          ROYAL BANK OF CANADA


                                          By
                                             ----------------------------------
                                             Name: Colleen Roux
                                             Title:Senior Manager


                                          VAN KAMPEN AMERICAN CAPITAL PRIME
                                             RATE INCOME TRUST

                                          By
                                             ----------------------------------
                                             Name: Jeffrey W. Maillet
                                             Title:Senior Vice President &
                                             Director

                                          VAN KAMPEN CLO I, LTD.

                                          By VAN KAMPEN AMERICAN CAPITAL
                                          MANAGEMENT INC., as Collateral
                                          Manager

                                          By
                                             ----------------------------------
                                             Name: Jeffrey W. Maillet
                                             Title:Senior Vice President &
                                             Director


                                          FIRST UNION NATIONAL BANK OF NORTH
                                             CAROLINA

                                          By
                                             ----------------------------------
                                             Name: Lisa Stern
                                             Title:Senior Vice President


                                          THE INDUSTRIAL BANK OF JAPAN,
                                             LIMITED
<PAGE>   22
                                          By
                                             ----------------------------------
                                             Name: Takuya Honjo
                                             Title:Senior Vice President


                                          LTCB TRUST COMPANY

                                          By
                                             ----------------------------------
                                             Name: Philip A. Marsden
                                             Title:Senior Vice President


                                          MASSACHUSETTS MUTUAL LIFE INSURANCE
                                             COMPANY

                                          By
                                             ----------------------------------
                                             Name: John B. Wheeler
                                             Title:Managing Director


                                          OAK HILL SECURITIES FUND, L.P.

                                          By:  Oak Hill Securities GenPar,
                                                 L.P., its General Partner

                                               By: Oak Hill Securities MGP,
                                                     Inc., its General Partner

                                          By
                                             ----------------------------------
                                               Name:  Scott D. Krase
                                               Title:   Vice President


                                          PRIME INCOME TRUST

                                          By
                                             ----------------------------------
                                             Name: Sheila Finnerty
                                             Title:Assistant Vice President


                                          AERIES FINANCE, LTD.
<PAGE>   23
                                          By
                                             ----------------------------------
                                             Name: Andrew Ian Wignall
                                             Title:Director


                                          ABN AMRO BANK N.V.

                                          By
                                             ----------------------------------
                                             Name: Steven L. Nipsman
                                             Title:Vice President

                                          By
                                             ----------------------------------
                                             Name: Steven B. Farley
                                             Title:Vice President


                                          BANK OF TOKYO -- MITSUBISHI TRUST
                                             COMPANY

                                          By
                                             ----------------------------------
                                             Name: Victor Bulzacchelli
                                             Title:Senior Vice President


                                          BANQUE PARIBAS

                                          By
                                             ----------------------------------
                                             Name: John J. McCormick, III
                                             Title:Vice President

                                          By
                                             ----------------------------------
                                             Name: Duane Helkowski
                                             Title:Vice President


                                          BANK BOSTON, N.A. f/k/a
                                          BAYBANK, N.A.
<PAGE>   24
                                          By
                                             ----------------------------------
                                             Name: Kathi L. Donahue
                                             Title:Vice President


                                          CAPTIVA FINANCE, LTD.

                                          By
                                             ----------------------------------
                                             Name: John H. Cullinane
                                             Title:Director


                                          CREDIT AGRICOLE INDOSUEZ

                                          By
                                             ----------------------------------
                                             Name: David Bouhl, F.V.P.
                                             Title:Head of Corporate Banking
                                                   - Chicago

                                          By
                                             ----------------------------------
                                             Name: Katherine L. Abbott
                                             Title:First Vice President

                                          CREDIT LYONNAIS NEW YORK BRANCH

                                          By
                                             ----------------------------------
                                             Name: Attila Koc
                                             Title:First Vice President

                                          CYPRESS TREE INVESTMENT

<PAGE>   25
                                             PARTNERS I, LTD

                                                   By: Cypress Tree
                                                       Investment Management
                                                       Co., as Portfolio
                                                       Manager

                                          By
                                             ----------------------------------
                                             Name: Peter K. Merrill
                                             Title:Managing Director


                                          THE DAI-ICHI KANGYO BANK, LTD.

                                          By
                                             ----------------------------------
                                             Name: Ronald Wolinsky
                                             Title:Vice President & Group
                                             Leader


                                          DLJ CAPITAL FUNDING, INC.

                                          By
                                             ----------------------------------
                                             Name: Stephen P. Hickey
                                             Title:Managing Director


                                          GOLDMAN SACHS CREDIT PARTNERS L.P.

                                          By
                                             ----------------------------------
                                             Name: Stephen B. King
                                             Title:Authorized Signatory


                                          KZH HOLDING CORPORATION III

                                          By
                                             ----------------------------------
                                             Name: Virginia R. Conway
                                             Title:Authorized Signatory
<PAGE>   26
                                          LEHMAN SYNDICATED LOANS,  INC.

                                          By
                                             ----------------------------------
                                             Name: Steve Rielly
                                             Title:Vice President


                                          MEDICAL LIABILITY MUTUAL

                                          By
                                             ----------------------------------
                                             Name: Anne McCarthy
                                             Title:Authorized Signatory

                                          ML CBO (CAYMAN) LTD.

                                          By Protective Asset Management
                                          Company, as Collateral Manager

                                          By
                                             ----------------------------------
                                             Name: James Dondero, CFA, CPA
                                             Title:  President


                                          MORGAN STANLEY SENIOR
                                             FUNDING, INC.

                                          By
                                             ----------------------------------
                                             Name: Christopher A. Pucillo
                                             Title:Vice President


                                          NATIONAL CITY BANK

                                          By
                                             ----------------------------------
                                             Name: Diego Tobon
                                             Title:Vice President
<PAGE>   27
                                          STATE STREET BANK AND TRUST COMPANY

                                          By
                                             ----------------------------------
                                             Name: Greg J. Mann
                                             Title:Vice President


                                          OCTAGON LOAN TRUST
                                          (a unit of Chase Manhattan Bank),
                                          as manager on behalf of the Trust

                                          By
                                             ----------------------------------
                                             Name: Richard W. Stewart
                                             Title:Managing Director


                                          ORIX USA CORPORATION

                                          By
                                             ----------------------------------
                                             Name: Hiroyuki Miyauchi
                                             Title:Executive Vice President


                                          PAMCO CAYMAN, LTD.

                                                 By: Protective Asset
                                                     Management Company, as
                                                     Collateral Manager

                                          By
                                             ----------------------------------
                                             Name: James Dondero, CFA, CPA
                                             Title:President


                                          ROYALTON COMPANY, LTD.

                                             (c/o Pacific Investment
                                              Management Co.)

                                          By
                                             ----------------------------------
                                             Name: Raymond Kennedy
                                             Title:Vice President
<PAGE>   28
                                          MERRILL LYNCH PRIME RATE PORTFOLIO

                                               By: Merrill Lynch Asset
                                                   Management, L.P., as
                                                   Investment Advisor

                                               By
                                                 ------------------------------
                                                 Name: R. Douglas Henderson
                                                 Title:Authorized Signatory