<PAGE>   1


                                                                   EXHIBIT 10(t)



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                      ------------------------------------







                                CREDIT AGREEMENT

                            DATED AS OF JUNE 30, 2000

                                     BETWEEN

                            INTEGRA BANK CORPORATION

                                 CERTAIN LENDERS

                                       AND

                                  BANK ONE, NA,

                                    AS AGENT







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                      ------------------------------------


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                   <C>
ARTICLE I
         DEFINITIONS....................................................................................................1

ARTICLE II THE CREDITS ................................................................................................11
                  2.1      Commitment..................................................................................11
                  2.2      Required Payments; Termination..............................................................12
                  2.3      Ratable Loans...............................................................................12
                  2.4      Types of Advances...........................................................................12
                  2.5      Fees; Reductions in Aggregate Commitment....................................................12
                  2.6      Minimum Amount of Each Advance..............................................................12
                  2.7      Optional Principal Payments.................................................................12
                  2.8      Method of Selecting Types and Interest Periods for New Advances.............................13
                  2.9      Conversion and Continuation of Outstanding Advances.........................................13
                  2.10     Changes in Interest Rate, etc...............................................................14
                  2.11     Rates Applicable After Default..............................................................14
                  2.12     Method of Payment...........................................................................15
                  2.13     Noteless Agreement; Evidence of Indebtedness................................................15
                  2.14     Telephonic Notices..........................................................................15
                  2.15     Interest Payment Dates; Interest and Fee Basis..............................................16
                  2.16     Notification of Advances, Interest Rates,
                           Prepayments and Commitment Reductions.......................................................16
                  2.17     Lending Installations.......................................................................16
                  2.18     Non-Receipt of Funds by the Agent...........................................................16
                  2.19     Extension of Facility Termination Date......................................................17

ARTICLE III YIELD PROTECTION; TAXES ...................................................................................17
                  3.1      Yield Protection............................................................................17
                  3.2      Changes in Capital Adequacy Regulations.....................................................18
                  3.3      Availability of Types of Advances...........................................................19
                  3.4      Funding Indemnification.....................................................................19
                  3.5      Taxes.......................................................................................19
                  3.6      Lender Statements; Survival of Indemnity....................................................20

ARTICLE IV CONDITIONS PRECEDENT .......................................................................................20
                  4.1      Initial Advance.............................................................................20
                  4.2      Each Advance................................................................................21

ARTICLE V REPRESENTATIONS AND WARRANTIES ..............................................................................22
                  5.1      Existence and Standing......................................................................22
</TABLE>

                                       i

<PAGE>   3

<TABLE>
<S>                                                                                                                   <C>
                  5.2      Authorization and Validity..................................................................22
                  5.3      No Conflict; Government Consent.............................................................22
                  5.4      Financial Statements........................................................................23
                  5.5      Material Adverse Change.....................................................................23
                  5.6      Taxes.......................................................................................23
                  5.7      Litigation and Contingent Obligations.......................................................23
                  5.8      Subsidiaries................................................................................23
                  5.9      ERISA.......................................................................................24
                  5.10     Accuracy of Information.....................................................................24
                  5.11     Regulation U................................................................................24
                  5.12     Material Agreements.........................................................................24
                  5.13     Compliance With Laws........................................................................24
                  5.14     Ownership of Properties.....................................................................24
                  5.15     Plan Assets; Prohibited Transactions........................................................25
                  5.16     Environmental Matters.......................................................................25
                  5.17     Investment Company Act......................................................................25
                  5.18     Public Utility Holding Company Act..........................................................25
                  5.19     Post-Retirement Benefits....................................................................25

ARTICLE VI COVENANTS ..................................................................................................25
                  6.1      Financial Reporting.........................................................................26
                  6.2      Use of Proceeds.............................................................................27
                  6.3      Notice of Default...........................................................................27
                  6.4      Conduct of Business.........................................................................28
                  6.5      Taxes.......................................................................................28
                  6.6      Insurance...................................................................................28
                  6.7      Compliance with Laws........................................................................28
                  6.8      Maintenance of Properties...................................................................28
                  6.9      Inspection..................................................................................28
                  6.10     Merger......................................................................................28
                  6.11     Sale of Assets..............................................................................29
                  6.12     Liens.......................................................................................29
                  6.13     Affiliates..................................................................................30
                  6.14     Consolidated Financial Covenants............................................................30
                  6.17     Dividend Restrictions.......................................................................30

ARTICLE VII DEFAULTS ..................................................................................................31

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES............................................................33
                  8.1      Acceleration................................................................................33
                  8.2      Amendments..................................................................................34
                  8.3      Preservation of Rights......................................................................34
</TABLE>


                                       ii

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<TABLE>
<S>                                                                                                                   <C>
ARTICLE IX GENERAL PROVISIONS .........................................................................................35
                  9.1      Survival of Representations.................................................................35
                  9.2      Governmental Regulation.....................................................................35
                  9.3      Headings....................................................................................35
                  9.4      Entire Agreement............................................................................35
                  9.5      Several Obligations; Benefits of this Agreement.............................................35
                  9.6      Expenses; Indemnification...................................................................35
                  9.7      Numbers of Documents........................................................................36
                  9.8      Accounting..................................................................................36
                  9.9      Severability of Provisions..................................................................36
                  9.10     Nonliability of Lenders.....................................................................36
                  9.11     Confidentiality.............................................................................37
                  9.12     Nonreliance.................................................................................37

ARTICLE X THE AGENT ...................................................................................................37
                  10.1     Appointment; Nature of Relationship.........................................................37
                  10.2     Powers......................................................................................37
                  10.3     General Immunity............................................................................38
                  10.4     No Responsibility for Loans, Recitals, etc..................................................38
                  10.5     Action on Instructions of Lenders...........................................................38
                  10.6     Employment of Agents and Counsel............................................................38
                  10.7     Reliance on Documents; Counsel..............................................................39
                  10.8     Agent's Reimbursement and Indemnification...................................................39
                  10.9     Notice of Default...........................................................................39
                  10.10    Rights as a Lender..........................................................................40
                  10.11    Lender Credit Decision......................................................................40
                  10.12    Successor Agent.............................................................................40
                  10.13    Delegation to Affiliates....................................................................41

ARTICLE XI SETOFF; RATABLE PAYMENTS ...................................................................................41
                  11.1     Setoff......................................................................................41
                  11.2     Ratable Payments............................................................................41

ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS .........................................................42
                  12.1     Successors and Assigns......................................................................42
                  12.2     Participations..............................................................................42
                  12.3     Assignments.................................................................................43
                  12.4     Dissemination of Information................................................................44
                  12.5     Tax Treatment...............................................................................44

ARTICLE XIII NOTICES ..................................................................................................44
                  13.1     Notices.....................................................................................44
                  13.2     Change of Address...........................................................................45
</TABLE>


                                      iii

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<TABLE>
<S>                                                                                                                   <C>
ARTICLE XIV COUNTERPARTS ..............................................................................................45

ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION;
           WAIVER OF JURY TRIAL .......................................................................................45
                  15.1     CHOICE OF LAW...............................................................................45
                  15.2     CONSENT TO JURISDICTION.....................................................................45
                  15.3     WAIVER OF JURY TRIAL........................................................................46

EXHIBIT A FORM OF OPINION ....................................................................................Exhibit A-1

EXHIBIT B COMPLIANCE CERTIFICATE .............................................................................Exhibit B-1

SCHEDULE I TO COMPLIANCE CERTIFICATE..........................................................................Exhibit B-3

EXHIBIT C ASSIGNMENT AGREEMENT................................................................................Exhibit C-1

SCHEDULE 1 TO ASSIGNMENT AGREEMENT............................................................................Exhibit C-4

ATTACHMENT TO SCHEDULE 1 TO ASSIGNMENT AGREEMENT..............................................................Exhibit C-6

EXHIBIT D LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION .....................................................Exhibit D-1

EXHIBIT E NOTE................................................................................................Exhibit E-1
</TABLE>








                                       iv

<PAGE>   6

                                CREDIT AGREEMENT

          This Agreement, dated as of June 30, 2000, is among Integra Bank
Corporation, the Lenders and Bank One, NA, as Agent. The parties hereto agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

          As used in this Agreement:

          "Advance" means a borrowing hereunder, (i) made by the Lenders on the
same Borrowing Date, or (ii) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.

          "Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such Person.
A Person shall be deemed to control another Person if the controlling Person
owns 10% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of stock, by contract or otherwise.

          "Agent" means Bank One, NA in its capacity as contractual
representative of the Lenders pursuant to Article X, and not in its individual
capacity as a Lender, and any successor Agent appointed pursuant to Article X.

          "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as reduced from time to time pursuant to the terms hereof.

          "Agreement" means this credit agreement, as it may be amended or
modified and in effect from time to time.

          "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.

          "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Corporate Base Rate for such day or (ii) the sum
of the Federal Funds Effective Rate for such day plus 1/2% per annum.


<PAGE>   7


          "Applicable Margin" means, (i) with respect to Floating Rate Loans, 0%
per annum and (ii) with respect to Eurodollar Loans, (A) 0.50% per annum during
any period when the outstanding principal amount of the Advances is less than
50% of the Aggregate Commitments and (B) 0.75% per annum during any period when
the outstanding principal amount of the Advances is greater than or equal to 50%
of the Aggregate Commitments.

          "Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.

          "Article" means an article of this Agreement unless another document
is specifically referenced.

          "Authorized Officer" means any Person from time to time designated by
the Borrower in writing to the Agent.

          "Bank One" means Bank One, NA in its individual capacity, and its
successors.

          "Bank Subsidiary" means any Subsidiary of the Borrower which is a
commercial bank or federal savings bank.

          "Borrower" means Integra Bank Corporation, an Indiana corporation.

          "Borrowing Date" means a date on which an Advance is made hereunder.

          "Borrowing Notice" is defined in Section 2.8.

          "Business Day" means (i) with respect to any borrowing, payment or
rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday)
on which banks generally are open in Chicago for the conduct of substantially
all of their commercial lending activities and on which dealings in United
States dollars are carried on in the interbank eurodollar market with respect to
Eurodollar Advances and (ii) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in Chicago for the conduct
of substantially all of their commercial lending activities.

          "Capitalized Lease" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.


<PAGE>   8


          "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

          "Change in Control" means the acquisition by any Person, or two or
more Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of 25% or more of the outstanding shares of voting stock
of the Borrower.

          "Code" means the Internal Revenue Code of 1986, as amended, reformed
or otherwise modified from time to time.

          "Commitment" means, for each Lender, the obligation of such Lender to
make Loans not exceeding the amount set forth opposite its signature below or as
set forth in any Notice of Assignment relating to any assignment that has become
effective pursuant to Section 12.3.2, as such amount may be modified from time
to time pursuant to the terms hereof.

          "Consolidated Net Worth" means at any time the consolidated
stockholders' equity of the Borrower and its Subsidiaries.

          "Contingent Obligation" of a Person means any agreement, undertaking
or arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

          "Conversion/Continuation Notice" is defined in Section 2.9.

          "Controlled Group" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which, together with the Borrower or any
of its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

          "Corporate Base Rate" means a rate per annum equal to the corporate
base rate of interest announced publicly by Bank One from time to time, changing
when and as said corporate base rate changes.

          "Default" means an event described in Article VII.


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<PAGE>   9


          "Double Leverage Ratio" means the ratio of

          (a) equity investments of the Borrower in its Bank Subsidiaries

              to

          (b) Consolidated Net Worth of the Borrower.

          "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

          "Eurodollar Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

          "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable London interbank offered rate
("LIBOR") for deposits in U.S. dollars appearing on Dow Jones Markets (Telerate)
Page 3750 as of 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, and having a maturity equal to such Interest
Period, provided that, if Dow Jones Markets (Telerate) Page 3750 is not
available for any reason, the applicable Eurodollar Base Rate for the relevant
Interest Period shall instead be the applicable London interbank offered rate
for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
and having a maturity equal to such Interest Period.

          "Eurodollar Loan" means a Loan which, except as otherwise provided in
Section 2.11, bears interest at the applicable Eurodollar Rate.

          "Eurodollar Rate" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal)


                                       4
<PAGE>   10


applicable to such Interest Period, plus (ii) the Applicable Margin. The
Eurodollar Rate shall be rounded to the next higher multiple of 1/100 of 1% if
the rate is not such a multiple.

          "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

          "Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.

          "Facility Termination Date" means June 29, 2001 or any later date as
may be specified in accordance with Section 2.19 or any earlier date on which
the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to
the terms hereof.

          "FDIC" means the Federal Deposit Insurance Company or any successor
thereto.

          "Federal Funds Effective Rate" means, for any day, an interest rate
per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

          "Floating Rate" means, for any day, a rate per annum equal to the
Alternate Base Rate plus the Applicable Margin for such day, in each case
changing when and as the Alternate Base Rate changes.

          "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.11, bears interest at the Floating Rate.

          "Floating Rate Loan" means a Loan which, except as otherwise provided
in Section 2.11, bears interest at the Floating Rate.

          "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by Liens or payable out


                                       5
<PAGE>   11


of the proceeds or production from Property now or hereafter owned or acquired
by such Person, (iv) obligations which are evidenced by notes, acceptances, or
other instruments, (v) obligations of such Person to purchase securities or
other Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (vi) Capitalized Lease Obligations
and (vii) any other obligation for borrowed money or other financial
accommodation which in accordance with Agreement Accounting Principles would be
shown as a liability on the consolidated balance sheet of such Person and (viii)
any Contingent Obligations with respect to any of the foregoing.

          "Interest Period" means, with respect to a Eurodollar Advance, a
period of one, two, three or six months commencing on a Business Day selected by
the Borrower pursuant to this Agreement. Such Interest Period shall end on the
day which corresponds numerically to such date one, two, three or six months
thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

          "Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

          "Lending Installation" means, with respect to a Lender or the Agent,
the office, branch, subsidiary or affiliate of such Lender or the Agent listed
on the signature pages hereof or on a Schedule or otherwise selected by such
Lender or the Agent pursuant to Section 2.17.

          "Leverage Ratio" means with respect to the Borrower and its
Subsidiaries on a consolidated basis, at any time, the ratio of (i) Tier 1
Capital to (ii) its total assets.

          "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

          "Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof).

          "Loan Documents" means this Agreement and any Notes issued pursuant to
Section 2.13.



                                       6
<PAGE>   12


          "Loans Outstanding" means, for any Person, the sum of loans and direct
lease financings, net of unearned income, by such Person and its Subsidiaries on
a consolidated basis.

          "Major Bank Subsidiary" means a Bank Subsidiary with assets in excess
of $300,000,000.

          "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Agent or the Lenders thereunder.

          "Material Indebtedness" is defined in Section 7.5.

          "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

          "Non-Performing Assets" means, as applied to Loans Outstanding of a
Person, (i) Loans Outstanding that are not accruing interest, have been
classified as renegotiated pursuant to guidelines established by the Federal
Financial Institutions Council or are 90 days or more past due in the payment of
principal or interest plus (ii) Other Real Estate Owned by such Person.

          "Non-Performing Percentage" means, for the Borrower on a consolidated
basis

          (a) Non-Performing Assets outstanding

              to

          (b) Loans Outstanding plus Other Real Estate Owned.

          "Note" means any promissory note issued at the request of a Lender
pursuant to Section 2.13 in the form of Exhibit E.

          "Notice of Assignment" is defined in Section 12.3.2.

          "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or to any Lender, the Agent or any indemnified party arising under the Loan
Documents.


                                       7
<PAGE>   13


          "Other Real Estate Owned" of a Person means "other real estate owned"
as shown in the financial statements of such Person prepared in accordance with
Regulatory Accounting Principles.

          "Other Taxes" is defined in Section 3.5(ii).

          "Participants" is defined in Section 12.2.1.

          "Payment Date" means, with respect to Floating Rate Advances and the
facility fee, the last day of each March, June, September and December.

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

          "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

          "Plan" means an employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code as to which the Borrower or any member of the Controlled Group may
have any liability.

          "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

          "Purchasers" is defined in Section 12.3.1.

          "Rate Hedging Agreement" means an agreement, device or arrangement
providing for payments which are related to fluctuations of interest rates,
exchange rates or forward rates, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts and warrants.

          "Rate Hedging Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Hedging Agreements, and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement.



                                       8
<PAGE>   14


          "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

          "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

          "Regulatory Accounting Principles" means those mandatory accounting
principles applicable to the Borrower from time to time promulgated by the FDIC
or any other regulatory agency having authority.

          "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

          "Required Lenders" means Lenders in the aggregate having in excess of
50% of the Aggregate Commitment or, if the Aggregate Commitment has been
terminated, Lenders in the aggregate holding in excess of 50% of the aggregate
unpaid principal amount of the outstanding Advances.

          "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

          "Risk-Weighted Assets" means, for any Person, the value of the assets
of such Person and its Subsidiaries, including adjusted off-balance sheet items,
all as calculated pursuant to risk based capital guidelines in effect from time
to time with the applicable regulatory agency.

          "Schedule" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.



                                       9
<PAGE>   15


          "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

          "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

          "Subsidiary" of a Person means (i) any corporation more than 50% of
the outstanding securities having ordinary voting power of which shall at the
time be owned or controlled, directly or indirectly, by such Person or by one or
more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
or (ii) any partnership, limited liability company, association, joint venture
or similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

          "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which (i) represents more than 10% of
the consolidated assets of the Borrower and its Subsidiaries as would be shown
in the consolidated financial statements of the Borrower and its Subsidiaries as
at the beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

          "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes.

          "Tier 1 Capital" shall have the meaning set forth in the regulations
of the Board of Governors of the Federal Reserve System from time to time with
respect to bank holding companies.

          "Tier 2 Capital" shall have the meaning set forth in the regulations
of the Board of Governors of the Federal Reserve System from time to time with
respect to bank holding companies.

          "Transferee" is defined in Section 12.4.

          "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or a Eurodollar Advance.


                                       10
<PAGE>   16


          "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

          "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

          "Well-Capitalized" shall have the meaning promulgated by any
regulatory agency having authority on the date hereof, as applicable to the
Borrower; provided, however, that to the extent such term is not applicable to
the Borrower per se under statutes and regulations, but is applied to the
Borrower under this Agreement, it shall be applied to the Bank Subsidiaries on a
combined basis; provided, further, that if at any time requirements of the
designation "Well-Capitalized" promulgated by such regulatory authority shall be
modified so as to define the requirements for such designation more
restrictively than the existing requirements, then such requirements set forth
herein shall be changed to reflect such later modification; provided, further,
if at any time such regulatory authority shall determine that such Person is not
"Well-Capitalized" (within the meaning of the regulations promulgated by such
authority then in effect), such Person shall be deemed not to be
Well-Capitalized for purposes of this Agreement, without regard to whether such
Person shall meet the requirements of the definition of such term set forth in
this Agreement as in effect at such time.

          "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

          The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.






                                       11
<PAGE>   17


                                   ARTICLE II

                                   THE CREDITS

          II.1  Commitment. From and including the date of this Agreement and
prior to the Facility Termination Date, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to make Loans to the Borrower
from time to time in amounts not to exceed in the aggregate at any one time
outstanding the amount of its Commitment. Subject to the terms of this
Agreement, the Borrower may borrow, repay and reborrow at any time prior to the
Facility Termination Date. The Commitments to lend hereunder shall expire on the
Facility Termination Date. All borrowings and payments under this Agreement
shall be in U.S. dollars.

          1.2   Required Payments; Termination. Any outstanding Advances and all
other unpaid Obligations shall be paid in full by the Borrower on the Facility
Termination Date.

          1.3   Ratable Loans. Each Advance hereunder shall consist of Loans
made from the several Lenders ratably in proportion to the ratio that their
respective Commitments bear to the Aggregate Commitment.

          1.4   Types of Advances. The Advances may be Floating Rate Advances,
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.8 and 2.9.

          1.5   Fees; Reductions in Aggregate Commitment. (a) The Borrower
agrees to pay to the Agent for the account of each Lender a facility fee of
0.125% per annum on such Lender's Commitment (irrespective of usage) from the
date hereof to and including the Facility Termination Date, payable on each
Payment Date hereafter and on the Facility Termination Date. The Borrower may
permanently reduce the Aggregate Commitment in whole, or in part ratably among
the Lenders in an amount of not less than $5,000,000 upon at least three
Business Days' written notice to the Agent, which notice shall specify the
amount of any such reduction, provided, however, that the amount of the
Aggregate Commitment may not be reduced below the aggregate principal amount of
the outstanding Advances. All accrued facility fees shall be payable on the
effective date of any termination of the obligations of the Lenders to make
Loans hereunder.

          (b)   The Borrower agrees to pay the Agent for the account of each
Lender on the date hereof a fee of 0.05% of such Lender's Commitment.

          (c)   The Borrower agrees to pay the Agent for its own account such
agent's fee as the Borrower and the Agent may agree from time to time.


                                       12
<PAGE>   18


          1.6   Minimum Amount of Each Advance. Each Advance shall be in the
minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof), provided, however, that any Floating Rate Advance may be in the amount
of the unused Aggregate Commitment.

          1.7   Optional Principal Payments. The Borrower may from time to time
pay, without penalty or premium, all outstanding Floating Rate Advances, or, in
a minimum aggregate amount of $3,000,000 or any integral multiple of $1,000,000
in excess thereof, any portion of the outstanding Floating Rate Advances upon
one Business Day's prior notice to the Agent. The Borrower may in the last day
of any Interest Period for Eurodollar Advance pay, all such outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $3,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Eurodollar Advances upon one Business Day's prior notice to the
Agent.

          1.8   Method of Selecting Types and Interest Periods for New Advances.
The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time.
The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not
later than 10:00 a.m. (Chicago time), on the Borrowing Date of each Floating
Rate Advance, and at least three Business Days before the Borrowing Date for
each Eurodollar Advance, specifying:

          (1)   the Borrowing Date, which shall be a Business Day, of such
                Advance,

          (2)   the aggregate amount of such Advance,

          (3)   the Type of Advance selected, and

          (4)   in the case of each Eurodollar Advance, the Interest Period
                applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each Lender shall
make available its Loan or Loans in funds immediately available in Chicago to
the Agent at its address specified pursuant to Article XIII. The Agent will make
the funds so received from the Lenders available to the Borrower at the Agent's
aforesaid address by 1:00 p.m. (Chicago time) on such Borrowing Date.

          1.9   Conversion and Continuation of Outstanding Advances. Floating
Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into Eurodollar Advances pursuant to this
Section 2.9 or are repaid in accordance with Section 2.7. Each Eurodollar
Advance shall continue as a Eurodollar Advance until the end


                                       13
<PAGE>   19


of the then applicable Interest Period therefor, at which time such Eurodollar
Advance shall be automatically converted into a Floating Rate Advance unless (x)
such Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y)
the Borrower shall have given the Agent a Conversion/Continuation Notice (as
defined below) requesting that, at the end of such Interest Period, such
Eurodollar Advance continue as a Eurodollar Advance for the same or another
Interest Period. Subject to the terms of Section 2.6, the Borrower may elect
from time to time to convert all or any part of a Floating Rate Advance into a
Eurodollar Advance. The Borrower shall give the Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of a Floating Rate Advance
into a Eurodollar Advance or continuation of a Eurodollar Advance not later than
10:00 a.m. (Chicago time) at least three Business Days prior to the date of the
requested conversion or continuation as or into a Eurodollar Advance,
specifying:

                (1)  the requested date, which shall be a Business Day, of such
                     conversion or continuation,

                (2)  the aggregate amount and Type of the Advance which is to be
                     converted or continued, and

                (3)  the amount of such Advance which is to be converted into or
                     continued as a Eurodollar Advance and the duration of the
                     Interest Period applicable thereto.

          1.10  Changes in Interest Rate, etc. Each Floating Rate Advance shall
bear interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such
day. Changes in the rate of interest on that portion of any Advance maintained
as a Floating Rate Advance will take effect simultaneously with each change in
the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the Eurodollar Rate determined by the Agent as applicable to
such Eurodollar Advance based upon the Borrower's selections under Sections 2.8
and 2.9 and otherwise in accordance with the terms hereof.

          1.11  Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.8 or 2.9, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a


                                       14
<PAGE>   20


Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Interest Period at the
rate otherwise applicable to such Interest Period plus 2% per annum and (ii)
each Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate in effect from time to time plus 2% per annum, provided that,
during the continuance of a Default under Section 7.6 or 7.7, the interest rates
set forth in clauses (i) and (ii) above shall be applicable to all Advances
without any election or action on the part of the Agent or any Lender.

          1.12  Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Agent at the Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified in
writing by the Agent to the Borrower, by noon (local time) on the date when due
and shall be applied ratably by the Agent among the Lenders. Each payment
delivered to the Agent for the account of any Lender shall be delivered promptly
by the Agent to such Lender in the same type of funds that the Agent received at
its address specified pursuant to Article XIII or at any Lending Installation
specified in a notice received by the Agent from such Lender.

          1.13  Noteless Agreement; Evidence of Indebtedness. (i) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

          (ii)  The Agent shall also maintain accounts in which it will record
(a) the amount of each Loan made hereunder, the Type thereof and the Interest
Period with respect thereto, (b) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (c) the amount of any sum received by the Agent hereunder from the Borrower
and each Lender's share thereof.

          (iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Obligations
in accordance with their terms.

          (iv)  Any Lender may request that its Loans be evidenced by a
promissory note (a "Note"). In such event, the Borrower shall prepare, execute
and deliver to such Lender a Note payable to the order of such Lender in a form
supplied by the Agent. Thereafter, the Loans evidenced by such Note and interest
thereon shall at all times (including after any assignment


                                       15
<PAGE>   21


pursuant to Section 12.3) be represented by one or more Notes payable to the
order of the payee named therein or any assignee pursuant to Section 12.3,
except to the extent that any such Lender or assignee subsequently returns any
such Note for cancellation and requests that such Loans once again be evidenced
as described in paragraphs (i) and (ii) above.

          1.14  Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Agent to extend, convert or continue Advances, effect selections of
Types of Advances and to transfer funds based on telephonic notices made by any
person or persons the Agent or any Lender in good faith believes to be an
Authorized Officer acting on behalf of the Borrower, it being understood that
the foregoing authorization is specifically intended to allow Borrowing Notices
and Conversion/Continuation Notices to be given telephonically. The Borrower
agrees to deliver promptly to the Agent a written confirmation, if such
confirmation is requested by the Agent or any Lender, of each telephonic notice
signed by an Authorized Officer. If the written confirmation differs in any
material respect from the action taken by the Agent and the Lenders, the records
of the Agent and the Lenders shall govern absent any error which may be clear
from such records themselves.

          1.15  Interest Payment Dates; Interest and Fee Basis. Interest accrued
on each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, on any date on which
the Floating Rate Advance is prepaid, whether due to acceleration or otherwise,
and at maturity. Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Eurodollar Advance on a day
other than a Payment Date shall be payable on the date of conversion. Interest
accrued on each Eurodollar Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Eurodollar Advance having an Interest Period longer than three months
shall also be payable on the last day of each three-month interval during such
Interest Period. Interest and fees shall be calculated for actual days elapsed
on the basis of a 360-day year. Interest shall be payable for the day an Advance
is made but not for the day of any payment on the amount paid if payment is
received prior to noon (local time) at the place of payment. If any payment of
principal of or interest on an Advance shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment.

          1.16  Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Agent will notify each Lender of the interest rate
applicable to each Eurodollar Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.


                                       16
<PAGE>   22


          1.17  Lending Installations. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Loans and any Notes issued hereunder shall be
deemed held by each Lender for the benefit of any such Lending Installation.
Each Lender may, by written notice to the Agent and the Borrower in accordance
with Article XIII, designate replacement or additional Lending Installations
through which Loans will be made by it and for whose account Loan payments are
to be made.

          1.18  Non-Receipt of Funds by the Agent. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Borrower, the interest rate applicable to the relevant Loan.

          1.19  Extension of Facility Termination Date. The Borrower may request
an extension of the Facility Termination Date by submitting a request for an
extension to the Agent (an "Extension Request") no more than 60 days or less
than 45 days prior to the Facility Termination Date. The Extension Request must
specify the new Facility Termination Date requested by the Borrower and the date
(which must be at least 15 days after the Extension Request is delivered to the
Agent) as of which the Lenders must respond to the Extension Request (the
"Response Date"). The new Facility Termination Date shall be no more than 364
days after the Facility Termination Date in effect at the time the Extension
Request is received, including the Facility Termination Date as one of the days
in the calculation of the days elapsed. Promptly upon receipt of an Extension
Request, the Agent shall notify each Lender of the contents thereof and shall
request each Lender to approve the Extension Request. Each Lender approving the
Extension Request shall deliver its written consent no later than the Response
Date. If the consent of each of the Lenders is received by the Agent, the
Facility Termination Date specified in the Extension Request shall become
effective on the existing Facility Termination Date and the Agent shall promptly
notify the Borrower and each Lender of the new Facility Termination Date. If the
consent of each of the Lenders is not so received, the Facility Termination Date
shall not be so extended.



                                       17
<PAGE>   23


          1.20  Replacement of Lender. If any Lender's obligation to make or
continue, or to convert Floating Rate Advances into, Eurodollar Advances shall
be suspended pursuant to Section 3.3 (any Lender so affected an "Affected
Lender"), the Borrower may elect, if such amounts continue to be charged or such
suspension is still effective, to replace such Affected Lender as a Lender party
to this Agreement, provided that no Default or Unmatured Default shall have
occurred and be continuing at the time of such replacement, and provided further
that, concurrently with such replacement, (i) another bank or other entity which
is reasonably satisfactory to the Borrower and the Agent shall agree, as of such
date, to purchase for cash the Advances and other Obligations due to the
Affected Lender pursuant to an assignment substantially in the form of Exhibit C
and to become a Lender for all purposes under this Agreement and to assume all
obligations of the Affected Lender to be terminated as of such date and to
comply with the requirements of Section 12.3 applicable to assignments, and (ii)
the Borrower shall pay to such Affected Lender in same day funds on the day of
such replacement (A) all interest, fees and other amounts then accrued but
unpaid to such Affected Lender by the Borrower hereunder to and including the
date of termination, including without limitation payments due to such Affected
Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the
payment which would have been due to such Lender on the day of such replacement
under Section 3.4 had the Loans of such Affected Lender been prepaid on such
date rather than sold to the replacement Lender.


                                   ARTICLE III

                             YIELD PROTECTION; TAXES

          1.21  Yield Protection. If, on or after the date of this Agreement,
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation with any request or directive (whether
or not having the force of law) of any such authority, central bank or
comparable agency:

          (1)   subjects any Lender or any applicable Lending Installation to
                any Taxes, or changes the basis of taxation of payments (other
                than with respect to Excluded Taxes) to any Lender in respect of
                its Eurodollar Loans, or

          (2)   imposes or increases or deems applicable any reserve,
                assessment, insurance charge, special deposit or similar
                requirement against assets of, deposits with or for the account
                of, or credit extended by, any Lender or any applicable Lending



                                       18
<PAGE>   24


                Installation (other than reserves and assessments taken into
                account in determining the interest rate applicable to
                Eurodollar Advances), or

          (3)   imposes any other condition the result of which is to increase
                the cost to any Lender or any applicable Lending Installation of
                making, funding or maintaining its Eurodollar Loans or reduces
                any amount receivable by any Lender or any applicable Lending
                Installation in connection with its Eurodollar Loans, or
                requires any Lender or any applicable Lending Installation to
                make any payment calculated by reference to the amount of
                Eurodollar Loans held or interest received by it, by an amount
                deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurodollar Loans or
Commitment or to reduce the return received by such Lender or applicable Lending
Installation in connection with such Eurodollar Loans or Commitment, then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender such
additional amount or amounts as will compensate such Lender for such increased
cost or reduction in amount received.

          1.22  Changes in Capital Adequacy Regulations. If a Lender determines
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans or its
Commitment to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "Change" means (i) any change after the date
of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any Lending Installation
or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means
(i) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (ii) the corresponding
capital regulations promulgated by regulatory authorities outside the United
States implementing the July 1988 report of the Basle Committee on Banking
Regulation and Supervisory Practices Entitled "International Convergence of
Capital Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

          1.23  Availability of Types of Advances. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders


                                       19
<PAGE>   25


reasonably determine that (i) deposits of a type and maturity appropriate to
match fund Eurodollar Advances are not available or (ii) the interest rate
applicable to Eurodollar Advances does not accurately reflect the cost of making
or maintaining Eurodollar Advances, then the Agent shall suspend the
availability of Eurodollar Advances (other than for a reason applicable to a
particular Lender only and not to the market in general) and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.4.

          1.24  Funding Indemnification. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar
Advance is not made on the date specified by the Borrower for any reason other
than default by the Lenders, the Borrower will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurodollar Advance.

          1.25  Taxes. (i) All payments by the Borrower to or for the account of
any Lender or the Agent hereunder or under any Note shall be made free and clear
of and without deduction for any and all Taxes. If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender or the Agent, (a) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.5) such Lender or the
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (b) the Borrower shall make such
deductions, (c) the Borrower shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (d) the Borrower shall furnish
to the Agent the original copy of a receipt evidencing payment thereof within 30
days after such payment is made.

          (ii)  In addition, the Borrower hereby agrees to pay any present or
future stamp or documentary taxes and any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under
any Note or from the execution or delivery of, or otherwise with respect to,
this Agreement or any Note ("Other Taxes").

          (iii) The Borrower hereby agrees to indemnify the Agent and each
Lender for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this
Section 3.5) paid by the Agent or such Lender and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
Payments due under this indemnification shall be made within 30 days of the date
the Agent or such Lender makes demand therefor pursuant to Section 3.6.



                                       20
<PAGE>   26


          (iv)  If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by the Agent as
tax, withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the Agent
under this subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent). The obligations of the Lenders under
this Section 3.5(iv) shall survive the payment of the Obligations and
termination of this Agreement.

          1.26  Lender Statements; Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of the
Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Eurodollar Advances under Section 3.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Borrower (with a copy to the Agent) as to the amount due, if any, under Section
3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable
detail the calculations upon which such Lender determined such amount and shall
be final, conclusive and binding on the Borrower in the absence of manifest
error. Determination of amounts payable under such Sections in connection with a
Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar
Loan through the purchase of a deposit of the type and maturity corresponding to
the deposit used as a reference in determining the Eurodollar Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable on demand after receipt by the Borrower of such written statement. The
obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

          1.27  Initial Advance. The Lenders shall not be required to make the
initial Advance hereunder unless the Borrower has furnished to the Agent with
sufficient copies for the Lenders:

          (1)   Copies of the articles of incorporation of the Borrower,
                together with all amendments, and a certificate of existence,
                each certified by the appropriate governmental officer in its
                jurisdiction of incorporation.


                                       21
<PAGE>   27


          (2)   Copies, certified by the Secretary or Assistant Secretary of the
                Borrower, of its by-laws and of its Board of Directors'
                resolutions and of resolutions or actions of any other body
                authorizing the execution of the Loan Documents to which the
                Borrower is a party.

          (3)   An incumbency certificate, executed by the Secretary or
                Assistant Secretary of the Borrower, which shall identify by
                name and title and bear the signatures of the Authorized
                Officers and any other officers of the Borrower authorized to
                sign the Loan Documents to which the Borrower is a party, upon
                which certificate the Agent and the Lenders shall be entitled to
                rely until informed of any change in writing by the Borrower.

          (4)   A certificate, signed by the treasurer of the Borrower, stating
                that on the initial Borrowing Date no Default or Unmatured
                Default has occurred and is continuing.

          (5)   A written opinion of the Borrower's counsel, addressed to the
                Lenders in substantially the form of Exhibit A.

          (6)   Any Notes requested by a Lender pursuant to Section 2.13 payable
                to the order of each such requesting Lender.

          (7)   Written money transfer instructions, in substantially the form
                of Exhibit D, addressed to the Agent and signed by an Authorized
                Officer, together with such other related money transfer
                authorizations as the Agent may have reasonably requested.

          (8)   Such other documents as any Lender or its counsel may have
                reasonably requested.

          1.28  Each Advance. The Lenders shall not be required to make any
Advance unless on the applicable Borrowing Date:

          (1)   There exists no Default or Unmatured Default.

          (2)   The representations and warranties contained in Article V are
                true and correct as of such Borrowing Date except to the extent
                any such representation or warranty is stated to relate solely
                to an earlier date, in which case such representation or
                warranty shall have been true and correct on and as of such
                earlier date.


                                       22
<PAGE>   28


          (3)   All legal matters incident to the making of such Advance shall
                be satisfactory to the Lenders and their counsel.

          Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may
require a duly completed compliance certificate in substantially the form of
Exhibit B as a condition to making an Advance.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Lenders that:

          1.29  Existence and Standing. Each of the Borrower and its
Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or
limited liability company duly and properly incorporated or organized, as the
case may be, validly existing and (to the extent such concept applies to such
entity) in good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted.

          1.30  Authorization and Validity. The Borrower has the power and
authority and legal right to execute and deliver the Loan Documents and to
perform its obligations thereunder. The execution and delivery by the Borrower
of the Loan Documents and the performance of its obligations thereunder have
been duly authorized by proper corporate proceedings, and the Loan Documents to
which the Borrower is a party constitute legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their terms,
except as enforceability may be limited by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally.

          1.31  No Conflict; Government Consent. Neither the execution and
delivery by the Borrower of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate (i) any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Borrower or any of its Subsidiaries or (ii) the
Borrower's articles or certificate of incorporation or by-laws, or (iii) the
provisions of any indenture, instrument or agreement to which the Borrower or
any of its Subsidiaries is a party or is subject, or by which it, or its
Property, is bound, or conflict with or constitute a default thereunder, or
result in, or require, the creation or imposition of any Lien in, of or on the
Property of the Borrower or a Subsidiary pursuant to the terms of any such
indenture, instrument or agreement. No order, consent, adjudication, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, or other


                                       23
<PAGE>   29


action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrower, is required to
be obtained by the Borrower in connection with the execution and delivery of the
Loan Documents, the borrowings under this Agreement, the payment and performance
by the Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

          1.32  Financial Statements. The December 31, 1999 consolidated
financial statements of the Borrower and its Subsidiaries included in the
Borrower's Annual Report on Form 10-K for the year December 31, 1999 and
heretofore delivered to the Lenders were prepared in accordance with generally
accepted accounting principles in effect on the date such statements were
prepared and fairly present the consolidated financial condition and operations
of the Borrower and its Subsidiaries at such date and the consolidated results
of their operations for the period then ended.

          1.33  Material Adverse Change. Since December 31, 1999 there has been
no change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect.

          1.34  Taxes. The Borrower and its Subsidiaries have filed all United
States federal tax returns and all other tax returns which are required to be
filed and have paid all taxes due pursuant to said returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, except such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles
and as to which no Lien exists. No tax liens have been filed and no claims are
being asserted with respect to any such taxes. The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of any
taxes or other governmental charges are adequate.

          1.35  Litigation and Contingent Obligations. There is no litigation,
arbitration, governmental investigation, proceeding or inquiry pending or, to
the knowledge of any of their officers, threatened against or affecting the
Borrower or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or delay the making of
any Loans. Other than any liability incident to any litigation, arbitration or
proceeding which could not reasonably be expected to have a Material Adverse
Effect, the Borrower has no material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

          1.36  Subsidiaries. Schedule 1 contains an accurate list of all
Subsidiaries of the Borrower as of the date of this Agreement, setting forth
their respective jurisdictions of organization and the percentage of their
respective capital stock or other ownership interests owned by the Borrower or
other Subsidiaries. All of the issued and outstanding shares of capital


                                       24
<PAGE>   30


stock or other ownership interests of such Subsidiaries have been (to the extent
such concepts are relevant with respect to such ownership interests) duly
authorized and issued and are fully paid and non-assessable.

          1.37  ERISA. The Unfunded Liabilities of all Single Employer Plans do
not in the aggregate exceed $3,000,000. Neither the Borrower nor any other
member of the Controlled Group has incurred, or is reasonably expected to incur,
any withdrawal liability to Multiemployer Plans in excess of $3,000,000 in the
aggregate. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the Borrower nor any other member of the Controlled
Group has withdrawn from any Plan or initiated steps to do so, and no steps have
been taken to reorganize or terminate any Plan.

          1.38  Accuracy of Information. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

          1.39  Regulation U. Margin stock (as defined in Regulation U)
constitutes less than 25% of the value of those assets of the Borrower and its
Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.

          1.40  Material Agreements. Neither the Borrower nor any Subsidiary is
a party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect or (ii) any
agreement or instrument evidencing or governing Indebtedness.

          1.41  Compliance With Laws. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

          1.42  Ownership of Properties. Except as set forth on Schedule 2, on
the date of this Agreement, the Borrower and its Subsidiaries will have good
title, free of all Liens other than those permitted by Section 6.15, to all of
the Property and assets reflected in the Borrower's most


                                       25
<PAGE>   31


recent consolidated financial statements provided to the Agent as owned by the
Borrower and its Subsidiaries.

          1.43  Plan Assets; Prohibited Transactions. Neither the execution of
this Agreement nor the making or holding of Loans hereunder gives rise to a
prohibited transaction within the meaning of Section 406 of ERISA or Section
4975 of the Code.

          1.44  Environmental Matters. In the ordinary course of its business,
the officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Borrower
due to Environmental Laws. On the basis of this consideration, the Borrower has
concluded that Environmental Laws cannot reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any federal or state investigation evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

          1.45  Investment Company Act. Neither the Borrower nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

          1.46  Public Utility Holding Company Act. Neither the Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

          1.47  Post-Retirement Benefits. The present value of the expected cost
of post-retirement medical and insurance benefits payable by the Borrower and
its Subsidiaries to its employees and former employees, as estimated by the
Borrower in accordance with procedures and assumptions deemed reasonable by the
Required Lenders, does not exceed $3,000,000.

                                   ARTICLE VI

                                    COVENANTS

          During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:



                                       26
<PAGE>   32


          1.48  Financial Reporting. The Borrower will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to the
Lenders:

          (1)   Within 90 days after the close of each of its fiscal years, an
                unqualified audit report certified by independent certified
                public accountants acceptable to the Lenders, prepared in
                accordance with Agreement Accounting Principles on a
                consolidated basis for itself and its Subsidiaries, including
                balance sheets as of the end of such period, related profit and
                loss and reconciliation of surplus statements, and a statement
                of cash flows, accompanied by any management letter prepared by
                said accountants.

          (2)   Within 45 days after the close of the first three quarterly
                periods of each of its fiscal years, for itself and its
                Subsidiaries, consolidated unaudited balance sheets as at the
                close of each such period and consolidated profit and loss and
                reconciliation of surplus statements and a statement of cash
                flows for the period from the beginning of such fiscal year to
                the end of such quarter, all certified by its treasurer.

          (3)   Together with the financial statements required under Sections
                6.1(i) and (ii), a compliance certificate in substantially the
                form of Exhibit B signed by its treasurer showing the
                calculations necessary to determine compliance with this
                Agreement and stating that no Default or Unmatured Default
                exists, or if any Default or Unmatured Default exists, stating
                the nature and status thereof.

          (4)   Within 270 days after the close of each fiscal year, a statement
                of the Unfunded Liabilities of each Single Employer Plan,
                certified as correct by an actuary enrolled under ERISA.

          (5)   As soon as possible and in any event within 10 days after the
                Borrower knows that any Reportable Event has occurred with
                respect to any Plan, a statement, signed by the treasurer of the
                Borrower, describing said Reportable Event and the action which
                the Borrower proposes to take with respect thereto.

          (6)   As soon as possible and in any event within 10 days after
                receipt by the Borrower, a copy of (a) any notice or claim to
                the effect that the Borrower or any of its Subsidiaries is or
                may be liable to any Person as a result of the release by the
                Borrower, any of its Subsidiaries, or any other Person of any
                toxic or hazardous waste or substance into the environment, and
                (b) any notice alleging any violation of any federal, state or
                local environmental, health or safety law or regulation by



                                       27
<PAGE>   33


                the Borrower or any of its Subsidiaries, which, in either case,
                could reasonably be expected to have a Material Adverse Effect.

          (7)   Promptly upon the furnishing thereof to the shareholders of the
                Borrower, copies of all financial statements, reports and proxy
                statements so furnished.

          (8)   Promptly upon the filing thereof, copies of all registration
                statements and annual, quarterly, monthly or other regular
                reports which the Borrower or any of its Subsidiaries files with
                the Securities and Exchange Commission.

          (9)   as soon as possible and in any event within fourteen days after
                the Borrower or any Bank Subsidiary ceases to be
                Well-Capitalized, a statement of the treasurer of the Borrower
                or said Bank Subsidiary, as applicable, setting forth details of
                such event and the action which the Borrower or said Bank
                Subsidiary, as applicable, has taken and proposes to take with
                respect thereto, provided, however, that no such statement needs
                to be provided if the Borrower or such Bank Subsidiary, as
                applicable, cures such failure to be Well-Capitalized within
                such fourteen day period;

          (10)  simultaneously with delivery to the Comptroller of the Currency,
                any Federal Reserve Bank or the FDIC, as the case may be, and in
                any event within 60 days after the end of each fiscal quarter
                and fiscal year, call reports for each Bank Subsidiary required
                to deliver a call report to the Comptroller of the Currency, any
                Federal Reserve Bank or the FDIC, as at the end of such fiscal
                quarter or fiscal year, each certified by the respective cashier
                or other authorized officer of such Subsidiary;

          (11)  Such other information (including non-financial information) as
                the Agent or any Lender may from time to time reasonably
                request.

The Borrower shall be deemed to have delivered information described in this
Section, it if has posted such information on a website on the internet and
advised the Agent and the Lenders of its location.

          1.49  Use of Proceeds. The Borrower will, and will cause each
Subsidiary to, use the proceeds of the Advances for general corporate purposes.
The Borrower will not, nor will it permit any Subsidiary to, use any of the
proceeds of the Advances to purchase or carry any "margin stock" (as defined in
Regulation U).

          1.50  Notice of Default. The Borrower will, and will cause each
Subsidiary to, give prompt notice in writing to the Lenders of the occurrence of
any Default or Unmatured Default


                                       28
<PAGE>   34


and of any other development, financial or otherwise, which could reasonably be
expected to have a Material Adverse Effect.

          1.51  Conduct of Business. The Borrower will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

          1.52  Taxes. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct United States federal and applicable foreign,
state and local tax returns required by law and pay when due all taxes,
assessments and governmental charges and levies upon it or its income, profits
or Property, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside in
accordance with Agreement Accounting Principles.

          1.53  Insurance. The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice, and the Borrower will furnish to any Lender upon
request full information as to the insurance carried.

          1.54  Compliance with Laws. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws, the failure to comply with could
reasonably be expected to have a Material Adverse Effect.

          1.55  Maintenance of Properties. The Borrower will, and will cause
each Subsidiary to, do all things necessary to maintain, preserve, protect and
keep its Property in good repair, working order and condition, and make all
necessary and proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at all times.

          1.56  Inspection. The Borrower will, and will cause each Subsidiary
to, permit the Agent and the Lenders, by their respective representatives and
agents, to inspect any of the Property, books and financial records of the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs, finances and accounts of the Borrower and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Agent or any Lender may designate.


                                       29
<PAGE>   35


          1.57  Merger. The Borrower will not, nor will it permit any Subsidiary
to, merge or consolidate with or into any other Person, unless, if the Borrower
is a party to such merger or consolidation, the Borrower is the surviving
corporation thereof and otherwise a Subsidiary is the surviving corporation
thereof.

          1.58  Sale of Assets. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

          (1)   Leases, sales or other dispositions of its Property that,
                together with all other Property of the Borrower and its
                Subsidiaries previously leased, sold or disposed of (other than
                inventory in the ordinary course of business) as permitted by
                this Section during the twelve-month period ending with the
                month in which any such lease, sale or other disposition occurs,
                do not constitute a Substantial Portion of the Property of the
                Borrower and its Subsidiaries.

          (2)   Any transfer of an interest in accounts or notes receivable on a
                limited recourse basis, provided that such transfer qualifies as
                a sale under Agreement Accounting Principles and that the amount
                of such financing does not create a Material Adverse Effect.

          1.59  Liens. The Borrower will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

          (1)   Liens for taxes, assessments or governmental charges or levies
                on its Property if the same shall not at the time be delinquent
                or thereafter can be paid without penalty, or are being
                contested in good faith and by appropriate proceedings and for
                which adequate reserves in accordance with Agreement Accounting
                Principles shall have been set aside on its books.

          (2)   Liens imposed by law, such as carriers', warehousemen's and
                mechanics' liens and other similar liens arising in the ordinary
                course of business which secure payment of obligations not more
                than 60 days past due or which are being contested in good faith
                by appropriate proceedings and for which adequate reserves shall
                have been set aside on its books.

          (3)   Liens arising out of pledges or deposits under worker's
                compensation laws, unemployment insurance, old age pensions, or
                other social security or retirement benefits, or similar
                legislation.


                                       30
<PAGE>   36


          (4)   Utility easements, building restrictions and such other
                encumbrances or charges against real property as are of a nature
                generally existing with respect to properties of a similar
                character and which do not in any material way affect the
                marketability of the same or interfere with the use thereof in
                the business of the Borrower or its Subsidiaries.

          (5)   Liens reflected in the financial statements referred to in
                Section 5.4 or existing on the date hereof and described in
                Schedule 2.

          (6)   Liens created or assumed in the ordinary course of the banking
                business of any Subsidiary.

          1.60  Affiliates. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary than the Borrower or such Subsidiary would obtain in a
comparable arms-length transaction.

          1.61  Consolidated Financial Covenants. The Borrower will not permit
on a consolidated basis for itself and its Subsidiaries:

          (1)   Its Consolidated Net Worth to be less than $200,000,000 plus 50%
of net income (if positive) for each fiscal year ending after December 31, 1999
plus the net proceeds of any equity issuance by the Borrower (or any Subsidiary)
after the date hereof.

          (2)   Its Non-Performing Percentage to be greater than 3.00%.

          1.62  Consolidated and Major Bank Subsidiary Financial Covenants. The
Borrower will not permit on a consolidated basis for itself and its Subsidiaries
or on a consolidated basis for any Major Bank Subsidiary and such Major Bank
Subsidiary's Subsidiaries:

          (1)   Its ratio of (i) Tier 1 Capital plus Tier 2 Capital to (ii)
Risk-Weighted Assets to be less than 10.00%.

          (2)   Its ratio of Tier 1 Capital to Risk-Weighted Assets to be less
than 6.00%.

          (3)   Its Leverage Ratio to be less than 5.00%.

          1.63  Double Leverage Ratio. The Borrower will not permit its Double
Leverage Ratio to be greater than 1.15 to 1.0.



                                       31
<PAGE>   37


          1.64  Dividend Restrictions. The Borrower will not permit any
Subsidiary to enter into any agreement which would limit its ability to pay
dividends.

                                   ARTICLE VII

                                    DEFAULTS

          The occurrence of any one or more of the following events shall
constitute a Default:

          1.65  Any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent
under or in connection with this Agreement, any Loan, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be materially false on the date as of which made.

          1.66  Nonpayment of principal of any Loan when due, or nonpayment of
interest upon any Loan or of any commitment fee or other obligations under any
of the Loan Documents within five days after the same becomes due.

          1.67  The breach by the Borrower of any of the terms or provisions of
Section 6.1, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15 or 6.16.

          1.68  The breach by the Borrower (other than a breach which
constitutes a Default under another Section of this Article VII) of any of the
terms or provisions of this Agreement which is not remedied within thirty days
after written notice from the Agent or any Lender.

          1.69  Failure of the Borrower or any of its Subsidiaries to pay when
due any Indebtedness aggregating in excess of $15,000,000 ("Material
Indebtedness"); or the default by the Borrower or any of its Subsidiaries in the
performance (beyond the applicable grace period with respect thereto, if any) of
any term, provision or condition contained in any agreement under which any such
Material Indebtedness was created or is governed, or any other event shall occur
or condition exist, the effect of which default or event is to cause, or to
permit the holder or holders of such Material Indebtedness to cause, such
Material Indebtedness to become due prior to its stated maturity; or any
Material Indebtedness of the Borrower or any of its Subsidiaries shall be
declared to be due and payable or required to be prepaid or repurchased (other
than by a regularly scheduled payment) prior to the stated maturity thereof; or
the Borrower or any of its Subsidiaries shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

          1.70  The Borrower or any of its Subsidiaries shall (i) have an order
for relief entered with respect to it under the Federal bankruptcy laws as now
or hereafter in effect, (ii) make an


                                       32
<PAGE>   38


assignment for the benefit of creditors, (iii) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
liquidator or similar official for it or any Substantial Portion of its
Property, (iv) institute any proceeding seeking an order for relief under the
Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate
it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under
any law relating to bankruptcy, insolvency or reorganization or relief of
debtors or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take any corporate or
partnership action to authorize or effect any of the foregoing actions set forth
in this Section 7.6 or (vi) fail to contest in good faith any appointment or
proceeding described in Section 7.7.

          1.71  Without the application, approval or consent of the Borrower or
any of its Subsidiaries, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Borrower or any of its Subsidiaries or any
Substantial Portion of its Property, or a proceeding described in Section
7.6(iv) shall be instituted against the Borrower or any of its Subsidiaries and
such appointment continues undischarged or such proceeding continues undismissed
or unstayed for a period of 30 consecutive days.

          1.72  Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of, all or any
portion of the Property of the Borrower and its Subsidiaries which, when taken
together with all other Property of the Borrower and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such action occurs,
constitutes a Substantial Portion.

          1.73  The Borrower or any of its Subsidiaries shall fail within 30
days to pay, bond or otherwise discharge one or more (i) judgments or orders for
the payment of money in excess of $15,000,000 (or the equivalent thereof in
currencies other than U.S. Dollars) in the aggregate which are not covered by
insurance, or (ii) nonmonetary judgments or orders which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, which
judgment(s), in any such case, is/are not stayed on appeal or otherwise being
appropriately contested in good faith.

          1.74  The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $3,000,000 or any Reportable Event shall occur in
connection with any Plan.

          1.75  The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Borrower or any other member of the Controlled Group as


                                       33
<PAGE>   39


withdrawal liability (determined as of the date of such notification), exceeds
$3,000,000 or requires payments exceeding $3,000,000 per annum.

          1.76  The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the
respective plan years of each such Multiemployer Plan immediately preceding the
plan year in which the reorganization or termination occurs by an amount
exceeding $3,000,000.

          1.77  The Borrower or any of its Subsidiaries shall (i) be the subject
of any proceeding or investigation pertaining to the release by the Borrower,
any of its Subsidiaries or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.

          1.78  Any Change in Control shall occur.

          1.79  Nonpayment by the Borrower of any Rate Hedging Obligation when
due or the breach by the Borrower of any term, provision or condition contained
in any Rate Hedging Agreement.

          1.80  Any Major Bank Subsidiary shall fail to be Well Capitalized.


                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

          1.81  Acceleration. If any Default described in Section 7.6 or 7.7
occurs with respect to the Borrower, the obligations of the Lenders to make
Loans hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of
the Agent or any Lender. If any other Default occurs, the Required Lenders (or
the Agent with the consent of the Required Lenders) may terminate or suspend the
obligations of the Lenders to make Loans hereunder, or declare the Obligations
to be due and payable, or both, whereupon the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives.



                                       34
<PAGE>   40


          If, within 30 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.6 or 7.7 with respect to the Borrower) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Agent shall, by notice to the Borrower, rescind and annul such acceleration
and/or termination.

          1.82  Amendments. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders:

          (1)   Extend the final maturity of any Loan or forgive all or any
                portion of the principal amount thereof, or reduce the rate or
                extend the time of payment of interest or fees thereon.

          (2)   Reduce the percentage specified in the definition of Required
                Lenders.

          (3)   Extend the Facility Termination Date, or reduce the amount or
                extend the payment date for, the mandatory payments required
                under Section 2.2, or increase the amount of the Commitment of
                any Lender hereunder, or permit the Borrower to assign its
                rights under this Agreement.

          (4)   Amend this Section 8.2.


No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent. The Agent may waive payment
of the fee required under Section 12.3.2 without obtaining the consent of any
other party to this Agreement.

          1.83  Preservation of Rights. No delay or omission of the Lenders or
the Agent to exercise any right under the Loan Documents shall impair such right
or be construed to be a waiver of any Default or an acquiescence therein, and
the making of a Loan notwithstanding the existence of a Default or the inability
of the Borrower to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 8.2, and then only
to the extent in such writing specifically set forth. All remedies


                                       35
<PAGE>   41


contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Agent and the Lenders until the Obligations have been
paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS

          1.84  Survival of Representations. All representations and warranties
of the Borrower contained in this Agreement shall survive the making of the
Loans herein contemplated.

          1.85  Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

          1.86  Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

          1.87  Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Agent and the Lenders and supersede
all prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof.

          1.88  Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

          1.89  Expenses; Indemnification. (i) The Borrower shall reimburse the
Agent and the Arranger for any costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for the Agent,
which attorneys may be employees of the Agent) paid or incurred by the Agent or
the Arranger in connection with the preparation, negotiation, execution,
delivery, syndication, review, amendment, modification, and administration of
the Loan Documents. The Borrower also agrees to reimburse the Agent, the
Arranger and the Lenders for any costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges


                                       36
<PAGE>   42


of attorneys for the Agent, the Arranger and the Lenders, which attorneys may be
employees of the Agent, the Arranger or the Lenders) paid or incurred by the
Agent, the Arranger or any Lender in connection with the collection and
enforcement of the Loan Documents.

          (ii)  The Borrower hereby further agrees to indemnify the Agent, the
Arranger and each Lender, its directors, officers and employees against all
losses, claims, damages, penalties, judgments, liabilities and expenses
(including, without limitation, all expenses of litigation or preparation
therefor whether or not the Agent, the Arranger or any Lender is a party
thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby or the
direct or indirect application or proposed application of the proceeds of any
Loan hereunder except to the extent that they are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this Section 9.6 shall
survive the termination of this Agreement.

          1.90  Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Agent with
sufficient counterparts so that the Agent may furnish one to each of the
Lenders.

          1.91  Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

          1.92  Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

          1.93  Nonliability of Lenders. The relationship between the Borrower
on the one hand and the Lenders and the Agent on the other hand shall be solely
that of borrower and lender. Neither the Agent, the Arranger nor any Lender
shall have any fiduciary responsibilities to the Borrower. Neither the Agent,
the Arranger nor any Lender undertakes any responsibility to the Borrower to
review or inform the Borrower of any matter in connection with any phase of the
Borrower's business or operations. The Borrower agrees that neither the Agent,
the Arranger nor any Lender shall have liability to the Borrower (whether
sounding in tort, contract or otherwise) for losses suffered by the Borrower in
connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless it is determined in
a final non-appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of the party
from which recovery is sought. Neither the



                                       37
<PAGE>   43


Agent, the Arranger nor any Lender shall have any liability with respect to, and
the Borrower hereby waives, releases and agrees not to sue for, any special,
indirect or consequential damages suffered by the Borrower in connection with,
arising out of, or in any way related to the Loan Documents or the transactions
contemplated thereby.

          1.94  Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.4.

          1.95  Nonreliance. Each Lender hereby represents that it is not
relying on or looking to any margin stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System) for the repayment of the Loans
provided for herein.

                                    ARTICLE X

                                    THE AGENT

          1.96  Appointment; Nature of Relationship. Bank One, NA is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Agent") hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents. Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.



                                       38
<PAGE>   44


          1.97  Powers. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

          1.98  General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is determined in a final non-appealable
judgment by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of such Person.

          1.99  No Responsibility for Loans, Recitals, etc. Neither the Agent
nor any of its directors, officers, agents or employees shall be responsible for
or have any duty to ascertain, inquire into, or verify (a) any statement,
warranty or representation made in connection with any Loan Document or any
borrowing hereunder; (b) the performance or observance of any of the covenants
or agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

          1.100 Action on Instructions of Lenders. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders. The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders. The Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.



                                       39
<PAGE>   45


          1.101 Employment of Agents and Counsel. The Agent may execute any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

          1.102 Reliance on Documents; Counsel. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

          1.103 Agent's Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrower for which the Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents
(including, without limitation, for any expenses incurred by the Agent in
connection with any dispute between the Agent and any Lender or between two or
more of the Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that (i) no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Agent and (ii) any indemnification required
pursuant to Section 3.5(iv) shall, notwithstanding the provisions of this
Section 10.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

          1.104 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default


                                       40
<PAGE>   46


or Unmatured Default and stating that such notice is a "notice of default". In
the event that the Agent receives such a notice, the Agent shall give prompt
notice thereof to the Lenders.

          1.105 Rights as a Lender. In the event the Agent is a Lender, the
Agent shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term "Lender" or
"Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Subsidiaries in which the Borrower or such Subsidiary is not
restricted hereby from engaging with any other Person.

          1.106 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

          1.107 Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Lenders, such removal
to be effective on the date specified by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Agent's giving notice of its intention to resign, then the
resigning Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Agent. Notwithstanding the previous sentence, the Agent may at any
time without the consent of the Borrower or any Lender, appoint any of its
Affiliates which is a commercial bank as a successor Agent hereunder. If the
Agent has resigned or been removed and no successor Agent has been appointed,
the Lenders may perform all the duties of the Agent hereunder and the Borrower
shall make all payments in respect of the Obligations to the applicable Lender
and for all other purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment. Any such successor Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor


                                       41
<PAGE>   47


Agent, such successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the resigning or removed Agent.
Upon the effectiveness of the resignation or removal of the Agent, the resigning
or removed Agent shall be discharged from its duties and obligations hereunder
and under the Loan Documents. After the effectiveness of the resignation or
removal of an Agent, the provisions of this Article X shall continue in effect
for the benefit of such Agent in respect of any actions taken or omitted to be
taken by it while it was acting as the Agent hereunder and under the other Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 10.12, then the term "Corporate Base Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new Agent.

          1.108 Delegation to Affiliates. The Borrower and the Lenders agree
that the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

          1.109 Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part hereof, shall then be due.

          1.110 Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to their Loans. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.





                                       42
<PAGE>   48


                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

          1.111 Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with Section 12.3. Notwithstanding clause (ii) of this Section, any Lender may
at any time, without the consent of the Borrower or the Agent, assign all or any
portion of its rights under this Agreement and any Note to a Federal Reserve
Bank; provided, however, that no such assignment to a Federal Reserve Bank shall
release the transferor Lender from its obligations hereunder. The Agent may
treat the Person which made any Loan or which holds any Note as the owner
thereof for all purposes hereof unless and until such Person complies with
Section 12.3 in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Agent. Any assignee
or transferee of the rights to any Loan or any Note agrees by acceptance of such
transfer or assignment to be bound by all the terms and provisions of the Loan
Documents. Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder, transferee or assignee
of the rights to such Loan.

          1.112 Participations.

                12.2.1. Permitted Participants; Effect. Any Lender may, in the
          ordinary course of its business and in accordance with applicable law,
          at any time sell to one or more banks or other entities
          ("Participants") participating interests in any Loan owing to such
          Lender, any Note held by such Lender, any Commitment of such Lender or
          any other interest of such Lender under the Loan Documents. In the
          event of any such sale by a Lender of participating interests to a
          Participant, such Lender's obligations under the Loan Documents shall
          remain unchanged, such Lender shall remain solely responsible to the
          other parties hereto for the performance of such obligations, such
          Lender shall remain the owner of its Loans and the holder of any Note
          issued to it in evidence thereof for all purposes under the Loan
          Documents, all amounts payable by the Borrower under this Agreement
          shall be determined as if such Lender had not sold such participating
          interests, and the Borrower and the Agent shall continue to deal
          solely and directly with such Lender in connection with such Lender's
          rights and obligations under the Loan Documents.

                12.2.2. Voting Rights. Each Lender shall retain the sole right
          to approve, without the consent of any Participant, any amendment,
          modification or waiver of any provision of



                                       43
<PAGE>   49


          the Loan Documents other than any amendment, modification or waiver
          with respect to any Loan or Commitment in which such Participant has
          an interest which forgives principal, interest or fees or reduces the
          interest rate or fees payable with respect to any such Loan or
          Commitment, extends the Facility Termination Date or postpones any
          date fixed for any regularly-scheduled payment of principal of, or
          interest or fees on, any such Loan or Commitment.

                12.2.3. Benefit of Setoff. The Borrower agrees that each
          Participant shall be deemed to have the right of setoff provided in
          Section 11.1 in respect of its participating interest in amounts owing
          under the Loan Documents to the same extent as if the amount of its
          participating interest were owing directly to it as a Lender under the
          Loan Documents, provided that each Lender shall retain the right of
          setoff provided in Section 11.1 with respect to the amount of
          participating interests sold to each Participant. The Lenders agree to
          share with each Participant, and each Participant, by exercising the
          right of setoff provided in Section 11.1, agrees to share with each
          Lender, any amount received pursuant to the exercise of its right of
          setoff, such amounts to be shared in accordance with Section 11.2 as
          if each Participant were a Lender.

          1.113 Assignments.

                12.3.1. Permitted Assignments. Any Lender may, in the ordinary
          course of its business and in accordance with applicable law, at any
          time assign to one or more banks or other entities organized under the
          laws of the United States or a state thereof ("Purchasers") all or any
          part of its rights and obligations under the Loan Documents. Such
          assignment shall be substantially in the form of Exhibit C or in such
          other form as may be agreed to by the parties thereto. The consent of
          the Borrower and the Agent shall be required prior to an assignment
          becoming effective with respect to a Purchaser which is not a Lender
          or an Affiliate thereof; provided, however, that if a Default has
          occurred and is continuing, the consent of the Borrower shall not be
          required. Such consent shall not be unreasonably withheld or delayed.
          Each such assignment with respect to a Purchaser which is not a Lender
          or an Affiliate thereof shall (unless each of the Borrower and the
          Agent otherwise consents) be in an amount not less than the lesser of
          (i) $3,500,000 or (ii) the remaining amount of the assigning Lender's
          Commitment (calculated as at the date of such assignment) or
          outstanding Loans (if the applicable Commitment has been terminated).

                12.3.2. Effect; Effective Date. Upon (i) delivery to the Agent
          of an assignment, together with any consents required by Section
          12.3.1, and (ii) payment of a $3,000 fee to the Agent by the selling
          Lender or the Purchaser for processing such assignment (unless such
          fee is waived by the Agent), such assignment shall become effective on
          the effective


                                       44
<PAGE>   50


          date specified in such assignment. The assignment shall contain a
          representation by the Purchaser to the effect that none of the
          consideration used to make the purchase of the Commitment and Loans
          under the applicable assignment agreement constitutes "plan assets" as
          defined under ERISA and that the rights and interests of the Purchaser
          in and under the Loan Documents will not be "plan assets" under ERISA.
          On and after the effective date of such assignment, such Purchaser
          shall for all purposes be a Lender party to this Agreement and any
          other Loan Document executed by or on behalf of the Lenders and shall
          have all the rights and obligations of a Lender under the Loan
          Documents, to the same extent as if it were an original party hereto,
          and no further consent or action by the Borrower, the Lenders or the
          Agent shall be required to release the transferor Lender with respect
          to the percentage of the Aggregate Commitment and Loans assigned to
          such Purchaser. Upon the consummation of any assignment to a Purchaser
          pursuant to this Section 12.3.2, the transferor Lender, the Agent and
          the Borrower shall, if the transferor Lender or the Purchaser desires
          that its Loans be evidenced by Notes, make appropriate arrangements so
          that new Notes or, as appropriate, replacement Notes are issued to
          such transferor Lender and new Notes or, as appropriate, replacement
          Notes, are issued to such Purchaser, in each case in principal amounts
          reflecting their respective Commitments, as adjusted pursuant to such
          assignment.

          1.114 Dissemination of Information. The Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

          1.115 Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES

          1.116 Notices. Except as otherwise permitted by Section 2.14 with
respect to borrowing notices, all notices, requests and other communications to
any party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth in its administrative questionnaire or (z)
in the case of any party, at such other


                                       45
<PAGE>   51


address or facsimile number as such party may hereafter specify for the purpose
by notice to the Agent and the Borrower in accordance with the provisions of
this Section 13.1. Each such notice, request or other communication shall be
effective when received or delivered.

          1.117 Change of Address. The Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.

                                   ARTICLE XIV

                                  COUNTERPARTS

          This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Agent and the Lenders and each party has notified the Agent by facsimile
transmission or telephone that it has taken such action.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

          1.118 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET
SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

          1.119 CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE


                                       46
<PAGE>   52


BORROWER AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY
LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT
IN CHICAGO, ILLINOIS.

          1.120 WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.











                                       47
<PAGE>   53


          IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Agreement as of the date first above written.

                                         INTEGRA BANK CORPORATION


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

                                         Title:
                                               ---------------------------------
                                                  227 Main Street
                                                  P.O. Box 868
                                                  Evansville, Indiana 47705-0868
                                                  Attention: James E. Adams

                                                  Telephone: (812) 464-9858
                                                  FAX: (812) 464-9825







                                      S-1

<PAGE>   54


Commitments
-----------

$20,000,000

                                   BANK ONE, NA,
                                   Individually and as Agent


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

                                   Title:
                                         ---------------------------------------
                                            1 Bank One Plaza, IL1-0162
                                            Chicago, Illinois 60670
                                            Attention: Jennings F. Werner

                                            Telephone:  (312) 732-4377
                                            Fax:        (312) 732-6222







                                      S-2
<PAGE>   55


$20,000,000

                                   FIRSTAR BANK MILWAUKEE, N.A.


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

                                   Title:
                                         ---------------------------------------
                                            777 East Wisconsin Avenue
                                            Milwaukee, Wisconsin 53202
                                            Attention: Jon Beggs

                                            Telephone: (414) 765-4411
                                            Fax: (414) 765-6236








                                      S-3

<PAGE>   56


$10,000,000

                                   THE NORTHERN TRUST COMPANY


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

                                   Title:
                                         ---------------------------------------
                                            50 South LaSalle Street
                                            Chicago, Illinois 60675
                                            Attention: Alisa Waxman

                                            Telephone: (312) 557-1273
                                            Fax: (312) 557-8337









                                      S-4
<PAGE>   57


                                   Schedule 1

                                  Subsidiaries

--------------------------------------------------------------------------------
                                                Jurisdiction of     Percentage
Name                                             Organization          Owned
----                                             ------------          -----
--------------------------------------------------------------------------------
Integra Bank National Association              United States           100%
--------------------------------------------------------------------------------
NCBE Leasing Corp.                             State of Indiana        100%
--------------------------------------------------------------------------------
Twenty-One Southeast Third Corporation         State of Indiana        100%
--------------------------------------------------------------------------------
Bank of Illinois, National Association         United States           100%
--------------------------------------------------------------------------------
First National Bank of Bridgeport              United States           100%
--------------------------------------------------------------------------------
NCBE Capital Trust I                           State of Delaware       100%*
--------------------------------------------------------------------------------
Illinois One Bank, National Association        United States           100%
--------------------------------------------------------------------------------
Community First Bank, National Association     United States           100%
--------------------------------------------------------------------------------
Trigg County Farmers Bank                      Commonwealth of         100%
                                               Kentucky
--------------------------------------------------------------------------------
The Ripley County Bank                         State of Indiana        100%
--------------------------------------------------------------------------------
The Progressive Bank, National Association     United States           100%
--------------------------------------------------------------------------------


*    The Borrower owns all of the common securities of the trust







                                  Schedule 1-1

<PAGE>   58


                                   Schedule 2

                                      Liens



None.














                                  Schedule 1-1

<PAGE>   59


                                    EXHIBIT A
                                 FORM OF OPINION



                                                                      , 2000


The Agent and the Lenders who are parties to the
Credit Agreement described below.


Gentlemen/Ladies:


     We are counsel for Integra Bank Corporation (the "Borrower"), and have
represented the Borrower in connection with its execution and delivery of a
Credit Agreement dated as of ____________, 2000 (the "Agreement") among the
Borrower, the Lenders named therein, and Bank One, NA, as Agent, and providing
for Advances in an aggregate principal amount not exceeding $50,000,000 at any
one time outstanding. All capitalized terms used in this opinion and not
otherwise defined herein shall have the meanings attributed to them in the
Agreement.

     We have examined the Borrower's **[describe constitutive documents of
Borrower and appropriate evidence of authority to enter into the transaction]**,
the Loan Documents and such other matters of fact and law which we deem
necessary in order to render this opinion. Based upon the foregoing, it is our
opinion that:

     l. Each of the Borrower and each of its Major Bank Subsidiaries is a
corporation or national banking association duly and properly incorporated or
organized, as the case may be, validly existing and (to the extent such concept
applies to such entity) in good standing under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted.

     2. The execution and delivery by the Borrower of the Loan Documents and the
performance by the Borrower of its obligations thereunder have been duly
authorized by proper corporate proceedings on the part of the Borrower and will
not:

        (a) require any consent of the Borrower's shareholders (other than any
     such consent as has already been given and remains in full force and
     effect);

        (b) violate (i) any law, rule, regulation, order, writ, judgment,
     injunction, decree or award binding on the Borrower or any of its Major
     Bank Subsidiaries or (ii) the



                                   Exhibit A-1

<PAGE>   60

     Borrower's or any Major Bank Subsidiary's articles or certificate of
     incorporation or association, partnership agreement, certificate of
     partnership, articles or certificate of organization, by-laws, or operating
     or other management agreement, as the case may be, or (iii) the provisions
     of any indenture, instrument or agreement to which the Borrower or any of
     its Subsidiaries is a party or is subject, or by which it, or its Property,
     is bound, or conflict with or constitute a default thereunder; or

        (c) result in, or require, the creation or imposition of any Lien in,
     of or on the Property of the Borrower or a Major Bank Subsidiary pursuant
     to the terms of any indenture, instrument or agreement binding upon the
     Borrower or any of its Major Bank Subsidiaries.

     3. The Loan Documents have been duly executed and delivered by the Borrower
and constitute legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their terms except to the extent the
enforcement thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and subject also to the
availability of equitable remedies if equitable remedies are sought.

     4. There is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the best of our knowledge after due
inquiry, threatened against the Borrower or any of its Major Bank Subsidiaries
which, if adversely determined, could reasonably be expected to have a Material
Adverse Effect.

     5. No order, consent, adjudication, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrower or any of its
Major Bank Subsidiaries, is required to be obtained by the Borrower or any of
its Major Bank Subsidiaries in connection with the execution and delivery of the
Loan Documents, the borrowings under the Agreement, the payment and performance
by the Borrower of the Obligations, or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

     This opinion may be relied upon by the Agent, the Lenders and their
participants, assignees and other transferees.

                                      Very truly yours,







                                   Exhibit A-2

<PAGE>   61


                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE



To:  The Lenders parties to the
     Credit Agreement Described Below

     This Compliance Certificate is furnished pursuant to that certain Credit
Agreement dated as of ______________, _____ (as amended, modified, renewed or
extended from time to time, the "Agreement") among the Integra Bank Corporation
("Borrower"), the lenders party thereto and Bank One, NA, as Agent for the
Lenders. Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1. I am the duly elected __________________ of the Borrower;

     2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements;

     3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which constitutes a
Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

     4. Schedule I attached hereto sets forth financial data and computations
evidencing the Borrower's compliance with certain covenants of the Agreement,
all of which data and computations are true, complete and correct.

     Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:




                                   Exhibit B-1
<PAGE>   62



     The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this _____ day of ___________, _____.














                                   Exhibit B-2

<PAGE>   63


                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                      Compliance as of _________, ____ with
                        Provisions of _____ and _____ of
                                  the Agreement















                                   Exhibit B-3

<PAGE>   64


                                    EXHIBIT C

                              ASSIGNMENT AGREEMENT

     This Assignment Agreement (this "Assignment Agreement") between
_________________ (the "Assignor") and ______________________ (the "Assignee")
is dated as of ___________, 200__. The parties hereto agree as follows:

     1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time is
herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached
hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.

     2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this Assignment
Agreement the percentage interest specified in Item 3 of Schedule 1 of all
outstanding rights and obligations under the Credit Agreement and the other Loan
Documents relating to the facilities listed in Item 3 of Schedule 1. The
aggregate Commitment (or Loans, if the applicable Commitment has been
terminated) purchased by the Assignee hereunder is set forth in Item 4 of
Schedule 1.

     3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two Business Days (or such shorter period agreed to by the Agent) after
this Assignment Agreement, together with any consents required under the Credit
Agreement, are delivered to the Agent. In no event will the Effective Date occur
if the payments required to be made by the Assignee to the Assignor on the
Effective Date are not made on the proposed Effective Date.

     4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date, the
amount agreed to by the Assignor and the Assignee. On and after the Effective
Date, the Assignee shall be entitled to receive from the Agent all payments of
principal, interest and fees with respect to the interest assigned hereby. The
Assignee will promptly remit to the Assignor any interest on Loans and fees
received from the Agent which relate to the portion of the Commitment or Loans
assigned to the Assignee hereunder for periods prior to the Effective Date and
not previously paid by the Assignee to the Assignor. In the event that either
party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.




                                   Exhibit C-1

<PAGE>   65


     5. RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of
the recordation fee required to be paid to the Agent in connection with this
Assignment Agreement unless otherwise specified in Item 6 of Schedule 1.

     6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly authorized. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representation or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting the Assignor and the other
Lenders a security interest in assets of the Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
property, books or records of the Borrower, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.

     7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is
duly authorized, (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender, (vi) agrees that its payment instructions and
notice instructions are as set forth in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are "plan assets" as defined
under ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs


                                   Exhibit C-2
<PAGE>   66


and expenses (including, without limitation, reasonable attorneys' fees) and
liabilities incurred by the Assignor in connection with or arising in any manner
from the Assignee's non-performance of the obligations assumed under this
Assignment Agreement, and (ix) if applicable, attaches the forms prescribed by
the Internal Revenue Service of the United States certifying that the Assignee
is entitled to receive payments under the Loan Documents without deduction or
withholding of any United States federal income taxes.

     8.  GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Illinois.

     9.  NOTICES. Notices shall be given under this Assignment Agreement in the
manner set forth in the Credit Agreement. For the purpose hereof, the addresses
of the parties hereto (until notice of a change is delivered) shall be the
address set forth in the attachment to Schedule 1.

     10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may be
executed in counterparts. Transmission by facsimile of an executed counterpart
of this Assignment Agreement shall be deemed to constitute due and sufficient
delivery of such counterpart and such facsimile shall be deemed to be an
original counterpart of this Assignment Agreement.

     IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have
executed this Assignment Agreement by executing Schedule 1 hereto as of the date
first above written.












                                   Exhibit C-3

<PAGE>   67


                                   SCHEDULE 1
                             to Assignment Agreement

1.   Description and Date of Credit Agreement:

2.   Date of Assignment Agreement: ____________, 19__

3.   Amounts (As of Date of Item 2 above):

     a.    Assignee's percentage
           purchased
           under the Assignment
           Agreement*                      _____%

     b.    Amount of
           purchased
           under the Assignment
           Agreement                       $_____

4.   Assignee's Commitment (or Loans
     with respect to terminated
     Commitments) purchased
     hereunder:                                    $______________

5.   Proposed Effective Date:              _______________________

6.   Non-standard Recordation Fee
     Arrangement                                        N/A**
                                                [Assignor/Assignee
                                                to pay 100% of fee]
                                                [Fee waived by Agent]
Accepted and Agreed:

[NAME OF ASSIGNOR]                              [NAME OF ASSIGNEE]

By:_____________________________                By:_____________________________
Title:__________________________                Title:__________________________






                                   Exhibit C-4

<PAGE>   68


ACCEPTED AND CONSENTED TO*** BY             ACCEPTED AND CONSENTED TO*** BY
INTEGRA BANK CORPORATION                    BANK ONE, NA, as Agent


By:_____________________________            By:_____________________________
Title:__________________________            Title:__________________________



*    Percentage taken to 10 decimal places
**   If fee is split 50-50, pick N/A as option
***  Delete if not required by Credit Agreement










                                   Exhibit C-5

<PAGE>   69


                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET

         Attach Assignor's Administrative Information Sheet, which must
           include notice addresses for the Assignor and the Assignee
                            (Sample form shown below)

                              ASSIGNOR INFORMATION

CONTACT:

Name:_____________________________________________________
Telephone No.:____________________________________________
Fax No.:__________________________________________________
Answerback:_______________________________________________

PAYMENT INFORMATION:

Name & ABA # of Destination Bank:_______________________________________________
________________________________________________________________________________
___________________________________________________________

Account Name & Number for Wire Transfer:________________________________________
________________________________________________________________________________
___________________________________________________________

Other Instructions:_____________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

ADDRESS FOR NOTICES FOR ASSIGNOR:_______________________________________________
________________________________________________________________________________
________________________________________________________________________________









                                   Exhibit C-6

<PAGE>   70


                              ASSIGNEE INFORMATION

CREDIT CONTACT:

Name:______________________________________________________
Telephone No.:_____________________________________________
Fax No.:___________________________________________________
Answerback:________________________________________________

KEY OPERATIONS CONTACTS:

Booking Installation:______________________________________
Name:______________________________________________________
Telephone No.:_____________________________________________
Fax No.:___________________________________________________

PAYMENT INFORMATION:

Name & ABA # of Destination Bank:_______________________________________________
________________________________________________________________________________
___________________________________________________________

Account Name & Number for Wire Transfer:________________________________________
________________________________________________________________________________
___________________________________________________________

Other Instructions:_____________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

ADDRESS FOR NOTICES FOR ASSIGNEE:_______________________________________________
________________________________________________________________________________
________________________________________________________________________________






                                   Exhibit C-7

<PAGE>   71


     BANK ONE, NA INFORMATION

     Assignee will be called promptly upon receipt of the signed agreement.

INITIAL FUNDING CONTACT:                    SUBSEQUENT OPERATIONS CONTACT:

Name:_____________________                  Name:____________________
Telephone No.: (312)_________________       Telephone No.: (312)________________
Fax No.: (312)_______________________       Fax No.: (312)______________________
Bank One, NA Telex No.:______________

INITIAL FUNDING STANDARDS:

Libor - Fund 2 days after rates are set.

BANK ONE, NA WIRE INSTRUCTIONS:


ADDRESS FOR NOTICES FOR BANK ONE, NA        1 Bank One Plaza, Chicago, IL  60670
                                            Attn: Agency Compliance
                                            Fax No.










                                   Exhibit C-8

<PAGE>   72


                                    EXHIBIT D
                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA,
as Agent (the "Agent") under the Credit Agreement
Described Below.

Re:  Credit Agreement, dated __________, 2000 (as the same may be amended or
     modified, the "Credit Agreement"), among Integra Bank Corporation (the
     "Borrower"), the Lenders named therein and the Agent. Capitalized terms
     used herein and not otherwise defined herein shall have the meanings
     assigned thereto in the Credit Agreement.

     The Agent is specifically authorized and directed to act upon the following
standing money transfer instructions with respect to the proceeds of Advances or
other extensions of credit from time to time until receipt by the Agent of a
specific written revocation of such instructions by the Borrower, provided,
however, that the Agent may otherwise transfer funds as hereafter directed in
writing by the Borrower in accordance with Section 13.1 of the Credit Agreement
or based on any telephonic notice made in accordance with Section 2.14 of the
Credit Agreement.

Facility Identification Number(s)_______________________________________________

Customer/Account Name___________________________________________________________

Transfer Funds To_______________________________________________________________

________________________________________________________________________________

For Account No._________________________________________________________________

Reference/Attention To__________________________________________________________

Authorized Officer (Customer Representative)            Date____________________


(Please Print)                                    Signature


Bank Officer Name                                 Date__________________________


(Please Print)                                    Signature







    (Deliver Completed Form to Credit Support Staff For Immediate Processing)


                                   Exhibit D-1

<PAGE>   73


                                    EXHIBIT E
                                      NOTE


                                                                  [Date]


     Integra Bank Corporation, a ___________________ corporation (the
"Borrower"), promises to pay to the order of __________________________________
(the "Lender") the aggregate unpaid principal amount of all Loans made by the
Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter
defined), in immediately available funds at the main office of Bank One, NA in
Chicago, Illinois, as Agent, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay the principal of and accrued and unpaid interest on the Loans
in full on the Facility Termination Date.

     The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

     This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Credit Agreement dated as of _______________,______ (which, as
it may be amended or modified and in effect from time to time, is herein called
the "Agreement"), among the Borrower, the lenders party thereto, including the
Lender, and Bank One, NA, as Agent, to which Agreement reference is hereby made
for a statement of the terms and conditions governing this Note, including the
terms and conditions under which this Note may be prepaid or its maturity date
accelerated. Capitalized terms used herein and not otherwise defined herein are
used with the meanings attributed to them in the Agreement.

                                             INTEGRA BANK CORPORATION

                                             By:________________________________
                                             Print Name:________________________
                                             Title:_____________________________







                                   Exhibit E-1

<PAGE>   74


                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                          NOTE OF ____________________,
                               DATED ____________,


               Principal          Maturity           Principal
               Amount of         of Interest          Amount          Unpaid
   Date          Loan              Period              Paid           Balance
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                                   Exhibit E-2