<PAGE>   1
                                                                    Exhibit 10.1




                              AETNA SERVICES, INC.,
                                   AS BORROWER

                                   AETNA INC.,
                                  AS GUARANTOR




                      AMENDED AND RESTATED CREDIT AGREEMENT

                           dated as of March 27, 2000





                          J.P. MORGAN SECURITIES INC.,
                                 Lead Arranger,

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                            as Administrative Agent,

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                             Co-Administrative Agent

                                 CITIBANK, N.A.,
                                Syndication Agent

                            THE CHASE MANHATTAN BANK,
                              Senior Managing Agent
<PAGE>   2
                                    AMENDED AND RESTATED CREDIT AGREEMENT (this
                           "Amendment and Restatement") dated as of March 27,
                           2000, among AETNA SERVICES, INC. (the "Borrower"),
                           AETNA INC. (the "Guarantor"), the BANKS listed on the
                           signature pages hereof (the "Banks"), and MORGAN
                           GUARANTY TRUST COMPANY OF NEW YORK, as Administrative
                           Agent (the "Agent").

                              W I T N E S S E T H :

                  WHEREAS, certain of the parties hereto have heretofore entered
into a Credit Agreement dated as of April 1, 1999 (the "Agreement");

                  WHEREAS, at the date hereof, there are no Loans outstanding
under the Agreement; and

                  WHEREAS, the parties hereto desire to amend such Agreement as
set forth herein and to restate the Agreement in its entirety to read as set
forth in the Agreement with the amendments specified below;

                  NOW, THEREFORE, the parties hereto agree as follows:

                  SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Agreement shall from and after the date hereof refer
to the Agreement as amended and restated hereby.

                  SECTION 2. Amendment, Replacement and Restatement. (a) The
Agreement, including all schedules and exhibits thereto, is hereby terminated
and simultaneously replaced by a new credit agreement, this Amendment and
Restatement, identical to the Agreement except as expressly set forth below.

                  (b) Section 1.01 of the Agreement is hereby amended by (i)
deleting the definitions of the defined terms "Level I Period", "Level II
Period", "Level III Period", "Level IV Period", "Level V Period", "Level VI
Period", "Level VII Period", "Level VIII Period" and "Termination Date" in their
entirety and (ii) inserting the following definitions in the appropriate
alphabetical order:
<PAGE>   3
                  "Amended and Restated Credit Agreement" means the Amended and
         Restated Credit Agreement dated as of March 27, 2000, with respect to
         this Agreement.

                  "Base Rate Margin" has the meaning set forth in Section
         2.08(a).

                  "Guarantor's 1999 Form 10-K" means the Guarantor's annual
         report on Form 10-K for 1999 as filed with the Securities and Exchange
         Commission pursuant to the Securities Exchange Act of 1934, as amended.

                  "Level I Period" means any period during which any long-term
         Senior Unsecured Debt of the Borrower has ratings that are better than
         or equal to at least two of the following three ratings: (i) A+ by S&P
         and/or (ii) A1 by Moody's and/or (iii) A+ by Duff; provided that if S&P
         or Moody's or Duff changes its rating system after the date hereof, the
         new rating of such rating agency that most closely corresponds to the
         level specified above for such rating agency shall be substituted for
         such level.

                  "Level II Period" means any period (other than a Level I
         Period) during which any long-term Senior Unsecured Debt of the
         Borrower has ratings that are better than or equal to at least two of
         the following three ratings: (i) A by S&P and/or (ii) A2 by Moody's
         and/or (iii) A by Duff; provided that if S&P or Moody's or Duff changes
         its rating system after the date hereof, the new rating of such rating
         agency that most closely corresponds to the level specified above for
         such rating agency shall be substituted for such level.

                  "Level III Period" means any period (other than a Level I
         Period or Level II Period) during which any long-term Senior Unsecured
         Debt of the Borrower has ratings that are better than or equal to at
         least two of the following three ratings: (i) A- by S&P and/or (ii) A3
         by Moody's and/or (iii) A- by Duff; provided that if S&P or Moody's or
         Duff changes its rating system after the date hereof, the new rating of
         such rating agency that most closely corresponds to the level specified
         above for such rating agency shall be substituted for such level.

                  "Level IV Period" means any period (other than a Level I
         Period, Level II Period or Level III Period) during which any long-term
         Senior Unsecured Debt of the Borrower has ratings that are better than
         or equal to at least two of the following three ratings: (i) BBB+
<PAGE>   4
         by S&P and/or (ii) Baa1 by Moody's and/or (iii) BBB+ by Duff; provided
         that if S&P or Moody's or Duff changes its rating system after the date
         hereof, the new rating of such rating agency that most closely
         corresponds to the level specified above for such rating agency shall
         be substituted for such level.

                  "Level V Period" means any period (other than a Level I
         Period, Level II Period, Level III Period or Level IV Period) during
         which any long-term Senior Unsecured Debt of the Borrower has ratings
         that are better than or equal to at least two of the following three
         ratings: (i) BBB by S&P and/or (ii) Baa2 by Moody's and/or (iii) BBB by
         Duff; provided that if S&P or Moody's or Duff changes its rating system
         after the date hereof, the new rating of such rating agency that most
         closely corresponds to the level specified above for such rating agency
         shall be substituted for such level.

                  "Level VI Period" means any period (other than a Level I
         Period, Level II Period, Level III Period, Level IV Period or Level V
         Period) during which any long-term Senior Unsecured Debt of the
         Borrower has ratings that are better than or equal to at least two of
         the following three ratings: (i) BBB- by S&P and/or (ii) Baa3 by
         Moody's and/or (iii) BBB- by Duff; provided that if S&P or Moody's or
         Duff changes its rating system after the date hereof, the new rating of
         such rating agency that most closely corresponds to the level specified
         above for such rating agency shall be substituted for such level.

                  "Level VII Period" means any period other than a Level I
         Period, Level II Period, Level III Period, Level IV Period, Level V
         Period or Level VI Period.

                  "Termination Date" means the first to occur of (a) March 27,
         2001, or, if such day is not a Euro-Dollar Business Day, the next
         preceding Euro-Dollar Business Day, or (b) the date of the closing of
         any transaction, or the date of the closing of the final transaction in
         a series of transactions (including, without limitation, a distribution
         to shareholders of the Guarantor), that results in all or substantially
         all of the Guarantor's health care business as it exists on the date
         hereof being owned, directly or indirectly, by one publicly traded
         entity ("Healthco") and all or substantially all of the Guarantor's
         financial services business as it exists on the date hereof being
         owned,
<PAGE>   5
         directly or indirectly, by a publicly traded entity other than
         Healthco.

                  (c) Section 2.08(a) of the Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the
following:

                  (a) Each Base Rate Loan shall bear interest on the outstanding
         principal amount thereof, for each day from the date such Loan is made
         until it becomes due, at a rate per annum equal to sum of the Base Rate
         Margin plus the Base Rate for such day. Such interest shall be payable
         for each Interest Period on the earlier of (i) the last day of the
         Interest Period applicable thereto or (ii) the Termination Date. Any
         overdue principal of and, to the extent permitted by law, overdue
         interest on any Base Rate Loan shall bear interest, payable on demand,
         for each day until paid at a rate per annum equal to the sum of 1% plus
         the Base Rate Margin plus the Base Rate for such day.

                  "Base Rate Margin" applicable to any Base Rate Loan
         outstanding on any day means:

                           (i) if such day falls within a Level I Period, Level
                  II Period, Level III Period, Level IV Period or Level V
                  Period, then 0%;

                           (ii) if such day falls within a Level VI Period, then
                  (A) 0%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is less than or
                  equal to 25%, (B) .250%, if such day falls within any calendar
                  quarter with respect to which the Utilization Percentage is
                  greater than 25% and less than or equal to 50% and (C) .375%,
                  if such day falls within any calendar quarter with respect to
                  which the Utilization Percentage is greater than 50%; and

                           (iii) if such day falls within a Level VII Period,
                  then .750%.

                  (d) Section 2.08(b) of the Agreement is hereby amended by
deleting the definition of "CD Margin" in its entirety and substituting in lieu
thereof the following:

                  "CD Margin" applicable to any CD Loan outstanding on any day
         means:
<PAGE>   6
                           (i) if such day falls within a Level I Period, then
                  (A) .305%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is less than or
                  equal to 25%, (B) .405%, if such day falls within any calendar
                  quarter with respect to which the Utilization Percentage is
                  greater than 25% and less than or equal to 50% and (C) .505%,
                  if such day falls within any calendar quarter with respect to
                  which the Utilization Percentage is greater than 50%;

                           (ii) if such day falls within a Level II Period, then
                  (A) .345%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is less than or
                  equal to 25%, (B) .445%, if such day falls within any calendar
                  quarter with respect to which the Utilization Percentage is
                  greater than 25% and less than or equal to 50% and (C) .545%,
                  if such day falls within any calendar quarter with respect to
                  which the Utilization Percentage is greater than 50%;

                           (iii) if such day falls within a Level III Period,
                  then (A) .435%, if such day falls within any calendar quarter
                  with respect to which the Utilization Percentage is less than
                  or equal to 25%, (B) .535%, if such day falls within any
                  calendar quarter with respect to which the Utilization
                  Percentage is greater than 25% and less than or equal to 50%
                  and (C) .635%, if such day falls within any calendar quarter
                  with respect to which the Utilization Percentage is greater
                  than 50%;

                           (iv) if such day falls within a Level IV Period, then
                  (A) .515%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is less than or
                  equal to 25%, (B) .615%, if such day falls within any calendar
                  quarter with respect to which the Utilization Percentage is
                  greater than 25% and less than or equal to 50% and (C) .715%,
                  if such day falls within any calendar quarter with respect to
                  which the Utilization Percentage is greater than 50%;

                           (v) if such day falls within a Level V Period, then
                  (A) .740%, if such day falls within any calendar quarter with
                  respect to which the
<PAGE>   7
                  Utilization Percentage is less than or equal to 25%, (B)
                  .840%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is greater than
                  25% and less than or equal to 50% and (C) .940%, if such day
                  falls within any calendar quarter with respect to which the
                  Utilization Percentage is greater than 50%;

                           (vi) if such day falls within a Level VI Period, then
                  (A) .950%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is less than or
                  equal to 25%, (B) 1.200%, if such day falls within any
                  calendar quarter with respect to which the Utilization
                  Percentage is greater than 25% and less than or equal to 50%
                  and (C) 1.325%, if such day falls within any calendar quarter
                  with respect to which the Utilization Percentage is greater
                  than 50%; and

                           (vii) if such day falls within a Level VII Period,
                  then 1.625%.

                  (e) Section 2.08(c) of the Agreement is hereby amended by
deleting the definition of "Euro-Dollar Margin" in its entirety and substituting
in lieu thereof the following:

                  "Euro-Dollar Margin" applicable to any Euro-Dollar Loan
         outstanding on any day means:

                           (i) if such day falls within a Level I Period, then
                  (A) .180%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is less than or
                  equal to 25%, (B) .280%, if such day falls within any calendar
                  quarter with respect to which the Utilization Percentage is
                  greater than 25% and less than or equal to 50% and (C) .380%,
                  if such day falls within any calendar quarter with respect to
                  which the Utilization Percentage is greater than 50%;

                            (ii) if such day falls within a Level II Period,
                  then (A) .220%, if such day falls within any calendar quarter
                  with respect to which the Utilization Percentage is less than
                  or equal to 25%, (B) .320%, if such day falls within any
                  calendar quarter with respect to which the Utilization
                  Percentage is greater than 25% and
<PAGE>   8
                  less than or equal to 50% and (C) .420%, if such day falls
                  within any calendar quarter with respect to which the
                  Utilization Percentage is greater than 50%;

                           (iii) if such day falls within a Level III Period,
                  then (A) .310%, if such day falls within any calendar quarter
                  with respect to which the Utilization Percentage is less than
                  or equal to 25%, (B) .410%, if such day falls within any
                  calendar quarter with respect to which the Utilization
                  Percentage is greater than 25% and less than or equal to 50%
                  and (C) .510%, if such day falls within any calendar quarter
                  with respect to which the Utilization Percentage is greater
                  than 50%;

                           (iv) if such day falls within a Level IV Period, then
                  (A) .390%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is less than or
                  equal to 25%, (B) .490%, if such day falls within any calendar
                  quarter with respect to which the Utilization Percentage is
                  greater than 25% and less than or equal to 50% and (C) .590%,
                  if such day falls within any calendar quarter with respect to
                  which the Utilization Percentage is greater than 50%;

                           (v) if such day falls within a Level V Period, then
                  (A) .615%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is less than or
                  equal to 25%, (B) .715%, if such day falls within any calendar
                  quarter with respect to which the Utilization Percentage is
                  greater than 25% and less than or equal to 50% and (C) .815%,
                  if such day falls within any calendar quarter with respect to
                  which the Utilization Percentage is greater than 50%;

                           (vi) if such day falls within a Level VI Period, then
                  (A) .825%, if such day falls within any calendar quarter with
                  respect to which the Utilization Percentage is less than or
                  equal to 25%, (B) 1.075%, if such day falls within any
                  calendar quarter with respect to which the Utilization
                  Percentage is greater than 25% and less than or equal to 50%
                  and (C) 1.200%, if such day falls within any calendar quarter
                  with respect
<PAGE>   9
                  to which the Utilization Percentage is greater than 50%; and

                           (vii) if such day falls within a Level VII Period,
                  then 1.500%.

                  (f) Section 2.09(a) of the Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the
following:

                  (a) Facility Fee. The Borrower shall pay to the Agent for the
         account of the Banks ratably in proportion to their Commitments, a
         facility fee at the rate of (i) 0.070% per annum during each Level I
         Period, (ii) 0.080% per annum during each Level II Period, (iii) 0.090%
         per annum during each Level III Period, (iv) 0.110% per annum during
         each Level IV Period, (v) 0.135% per annum during each Level V Period,
         (vi) 0.175% during each Level VI Period and (vii) 0.250% during each
         Level VII Period. Such facility fee shall accrue (i) from and including
         the date on which the Amended and Restated Credit Agreement becomes
         effective to but excluding the last day of the Revolving Credit Period,
         in each case, on the daily average aggregate amount of the Commitments
         (whether used or unused) and (ii) if any Loans remain outstanding after
         the Revolving Credit Period, from and including the last day of the
         Revolving Credit Period to but excluding the date such Loans shall be
         repaid in full, on the daily average aggregate outstanding principal
         amount of such Loans.

                  (g) Section 4.04 of the Agreement is hereby amended by
deleting such section in its entirety and substituting in lieu thereof the
following:

                  SECTION 4.04. Financial Information.

                  (a) The consolidated balance sheet of the Guarantor and its
         Consolidated Subsidiaries as of December 31, 1999, the related
         consolidated statements of cash flows for the year then ended and
         consolidated statement of income and retained earnings for the year
         then ended, reported on by KPMG LLP and set forth in the Guarantor's
         1999 Annual Report to Shareholders, copies of which have been delivered
         to the Agent for distribution to each of the Banks, fairly present, in
         conformity with United States generally accepted accounting principles,
         the consolidated financial position of the Guarantor and its
         Consolidated
<PAGE>   10
         Subsidiaries as of such date and their consolidated results of
         operations and cash flows for such year.

                  (b) Except as disclosed in the Guarantor's 1999 Form 10-K,
         since December 31, 1999, there has been no material adverse change in
         the business, financial position or results of operations of the
         Guarantor and its Consolidated Subsidiaries, taken as a whole.

                  (h) Sections 4.05 and 4.09 of the Agreement are hereby amended
by deleting each reference to "the Guarantor's 1998 Form K" and substituting in
lieu thereof the following: "the Guarantor's 1999 Form K".

                  SECTION 3. Confirmation of Guaranty. The Guarantor confirms
that its guaranty of the obligations of the Borrower pursuant to Article IX of
the Agreement shall apply to the obligations of the Borrower under the Agreement
as amended and restated hereby.

                  SECTION 4. Changes in Commitments. With effect from and
including the date this Amendment and Restatement becomes effective in
accordance with Section 6,

                  (a) each Person listed on the signature pages hereof which is
         not a party to the Agreement shall become a Bank party to the
         Agreement;

                  (b) the Commitment of each Bank shall be the amount set forth
         opposite the name of such Bank on the signature pages hereof; and

                  (c) any Bank not listed on the signature pages hereof shall
         upon such effectiveness cease to be a Bank party to the Agreement and
         shall have a Commitment of zero, and all accrued fees and other amounts
         payable under the Agreement for the account of such Bank shall be due
         and payable on such date; provided that, the provisions of Sections
         2.13, 2.15 and 10.03 of the Agreement shall continue to inure to the
         benefit of each such Bank.

                  SECTION 5. Governing Law. This Amendment and Restatement shall
be governed by and construed in accordance with the laws of the State of New
York.

                  SECTION 6. Counterparts; Conditions to Effectiveness. This
Amendment and Restatement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment
<PAGE>   11
and Restatement shall become effective as of the date hereof when the Agent
shall have received:

                  (a) duly executed counterparts hereof signed by the Borrower,
         the Guarantor and all of the Banks listed on the signature pages hereof
         (or, in the case of any party as to which an executed counterpart shall
         not have been received, the Agent shall have received telegraphic,
         telex or other written confirmation from such party of execution of a
         counterpart hereof by such party);

                  (b) an opinion of (i) William C. Baskin III, counsel to the
         Borrower and the Guarantor, dated the date hereof and addressed to the
         Banks, and of (ii) Davis Polk & Wardwell, special counsel to the
         Borrower and the Guarantor, dated the date hereof and addressed to the
         Banks, in each case to the effect set forth in Exhibits A-1 and A-2
         hereto, and the Borrower and the Guarantor hereby instruct such counsel
         to deliver such opinions to the Agent;

                  (c) a certificate from the Vice Chairman for Strategy and
         Finance or the Vice President, Finance of each of the Borrower and the
         Guarantor, dated the date hereof, and certifying that (i) no Default
         has occurred and is continuing as of the date hereof and (ii) the
         representations and warranties set forth in Article IV of the Agreement
         as amended hereby are true and correct in all material respects on and
         as of the date hereof with the same effect as though made on and as of
         such date;

                  (d) (i) for its own account all fees due and payable to it and
         in such amounts as have been previously agreed upon in writing among
         the Borrower, the Guarantor and the Agent in connection with this
         Amendment and Restatement and (ii) for the account of each Bank, all
         accrued fees and other amounts payable under the Agreement; and

                  (e) receipt by the Agent of all documents it may reasonably
         request relating to the existence of the Borrower and the Guarantor,
         the corporate authority for and the validity of this Agreement, and any
         other matters relevant hereto, all in form and substance satisfactory
         to the Agent.

                  SECTION 7. Original Credit Agreement. Until this Amendment and
Restatement becomes effective as provided in Section 6, the Agreement shall
continue in full force and
<PAGE>   12
effect in accordance with the provisions thereof, the rights and obligations of
the parties thereto shall not be affected hereby and all fees and interest
accruing under the Agreement shall continue to accrue at the rates provided for
therein.

                  SECTION 8. Expenses. The Borrower agrees to reimburse the
Agent for its reasonable out-of-pocket expenses in connection with this
Amendment and Restatement including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Agent.
<PAGE>   13
                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Restatement to be duly executed as of the date first above
written.


                              AETNA SERVICES, INC.

                              by
                                /s/ Alan J. Weber
                                -------------------------------------
                              Name:  Alan J. Weber
                              Title: Vice Chairman for
                                     Strategy and Finance


                              Aetna Services, Inc.
                              151 Farmington Avenue, RE6A
                              Hartford, Connecticut 06156
                              Attention: Vice President,
                                Finance

                              Telecopier:  (860) 273-1314
                              Telex: 99 241

                              With a copy to:

                              Aetna Inc.
                              151 Farmington Avenue, RC4A
                              Hartford, Connecticut 06156
                              Attention:  General Counsel

                              Telecopier:  (860) 273-8340
                              Telex: 99 241
<PAGE>   14
                              AETNA INC.

                              by
                                /s/ Alan J. Weber
                              ---------------------------
                              Name:  Alan J. Weber
                              Title: Vice Chairman for
                                     Strategy and Finance


                              Aetna Inc.
                              151 Farmington Avenue, RE6A
                              Hartford, Connecticut 06156
                              Attention: Vice President,
                                 Finance

                              Telecopier:  (860) 273-1314
                              Telex: 99 241

                              With a copy to:

                              Aetna Inc.
                              151 Farmington Avenue, RC4A
                              Hartford, Connecticut 06156
                              Attention:  General Counsel

                              Telecopier:  (860) 273-8340
                              Telex: 99 241
<PAGE>   15
Commitment
$40,000,000.00                      MORGAN GUARANTY TRUST COMPANY OF
                                    NEW YORK, individually and as
                                    Administrative Agent

                                    by
                                       /s/    Julie A. Prince
                                       ----------------------------------
                                       Name:  Julie A. Prince
                                       Title: Associate
<PAGE>   16
Commitment
$40,000,000.00                      CITIBANK, N.A.

                                    by
                                       /s/    Claire Wibroe
                                       ----------------------------------
                                       Name:  Claire Wibroe
                                       Title: Vice President
<PAGE>   17
Commitment
$40,000,000.00                      DEUTSCHE BANK AG, NEW YORK
                                    AND/OR CAYMAN ISLANDS BRANCHES

                                    by
                                       /s/    Clinton M. Johnson
                                       ----------------------------------
                                       Name:  Clinton M. Johnson
                                       Title: Managing Director


                                    by
                                       /s/    John S. McGill
                                       ----------------------------------
                                       Name:  John S. McGill
                                       Title: Director
<PAGE>   18
Commitment
$38,000,000.00                      THE CHASE MANHATTAN BANK

                                    by
                                       /s/    Peter Platten
                                       ----------------------------------
                                       Name:  Peter Platten
                                       Title: Vice President
<PAGE>   19
Commitment
$34,500,000.00                      BANK ONE, N.A. (CHICAGO OFFICE)

                                    by
                                       /s/    Timothy J. Stambaugh
                                       ----------------------------------
                                       Name:  Timothy J. Stambaugh
                                       Title: Senior Vice President
<PAGE>   20
Commitment
$34,500,000.00                      STATE STREET BANK AND TRUST
                                    COMPANY

                                    by
                                       /s/    Edward M. Anderson
                                       ----------------------------------
                                       Name:  Edward M. Anderson
                                       Title: Vice President
<PAGE>   21
Commitment
$34,500,000.00                      FIRST UNION NATIONAL BANK

                                    by
                                       /s/    Thomas L. Stitchberry
                                       -----------------------------------
                                       Name:  Thomas L. Stitchberry
                                       Title: Senior Vice President
<PAGE>   22
Commitment
$34,500,000.00                      FLEET BANK

                                    by
                                       /s/    Jan-Gee W. McCollam
                                       ------------------------------------
                                       Name:  Jan-Gee W. McCollam
                                       Title: Senior Vice President
<PAGE>   23
Commitment
$34,500,000.00                      MELLON BANK, N.A.

                                    by
                                       /s/    Marsha Wicker
                                       ------------------------------------
                                       Name:  Marsha Wicker
                                       Title: Vice President
<PAGE>   24
Commitment
$34,500,000.00                      WACHOVIA BANK, N.A.

                                    by
                                       /s/    Mark A. Edwards
                                       ------------------------------------
                                       Name:  Mark A. Edwards
                                       Title: Senior Vice President
<PAGE>   25
Commitment
$30,000,000.00                      ABN-AMRO BANK N.V.

                                    by
                                       /s/    Bruce D. Ballentine
                                       ------------------------------------
                                       Name:  Bruce D. Ballentine
                                       Title: Group Vice President

                                    by
                                       /s/    Anne Bezelenejnykh Guiller
                                       ------------------------------------
                                       Name:  Anne Bezelenejnykh Guiller
                                       Title: Assistant Vice President
<PAGE>   26
Commitment
$30,000,000.00                      CREDIT LYONNAIS NEW YORK BRANCH

                                    by
                                       /s/    Peter Rasmussen
                                       ------------------------------------
                                       Name:  Peter Rasmussen
                                       Title: Vice President
<PAGE>   27
Commitment
$25,000,000.00                      BANK OF AMERICA, N.A.

                                    by
                                       /s/    William D. Duke
                                       ------------------------------------
                                       Name:  William D. Duke
                                       Title: Principal
<PAGE>   28
Commitment
$25,000,000.00                      BARCLAYS BANK PLC

                                    by
                                       /s/    Douglas Bernegger
                                       -----------------------------------
                                       Name:  Douglas Bernegger
                                       Title: Director
<PAGE>   29
Commitment
$25,000,000.00                      CAJA DE AHORROS Y MONTE
                                    DE PIEDAD DE MADRID

                                    by
                                       /s/    Carlos Stilianopoulos
                                       ------------------------------------
                                       Name:  Carlos Stilianopoulos
                                       Title: Head of Origination
                                              and Syndication


                                    by
                                       /s/    Jose Luis Garcia Perez
                                       ------------------------------------
                                       Name:  Jose Luis Garcia Perez
                                       Title: Head of Origination
                                              Capital Markets