<PAGE>

                                CREDIT AGREEMENT

         This Credit  Agreement  dated as of March 8, 1999 is among  Indiana Gas
Company,  Inc., the Lenders, ABN AMRO Bank N.V., as Syndication Agent,  National
City Bank of Indiana,  as Documentation  Agent, and Bank One, Indiana,  N.A., as
Administrative Agent. The parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         As used in this Agreement:

         "Administrative  Agent" means Bank One, Indiana,  N.A., 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  Administrative  Agent
appointed pursuant to Article X.

         "Advance"  means a borrowing  hereunder (or conversion or  continuation
thereof)  consisting  of the  aggregate  amount of the several Loans made on the
same  Borrowing Date (or date of conversion or  continuation)  by the Lenders to
the Borrower of the same Type and, in the case of Eurodollar  Advances,  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.  For
purposes of this definition,  "control"  (including,  with correlative meanings,
the terms  "controlled  by" and  "under  common  control  with")  shall mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  or  policies  of a Person,  whether  through  the
ownership of voting securities or by contract or otherwise.

         "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.

         "Alternate Base Rate" means,  for any day, a rate of interest per annum
equal to the  higher of (i) the Prime  Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 0.5% per annum.

<PAGE>

         "Applicable Fee Rate" means, at any time, the percentage rate per annum
at which facility fees are accruing on the Aggregate  Commitment at such time as
set forth in the Pricing Schedule.

         "Applicable  Margin" means,  at any time, the percentage rate per annum
which is applicable at such time with respect to Eurodollar Advances or Floating
Rate Advances, as applicable, as set forth in the Pricing Schedule.

         "Arranger"  means  First  Chicago  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 of the President,  any Vice  President,
the chief  financial  officer,  the Treasurer or any Assistant  Treasurer of the
Borrower, acting singly.

         "Bank One" means Bank One, Indiana,  N.A., in its individual  capacity,
and its successors.

         "Borrower" means Indiana Gas Company, Inc., an Indiana corporation, and
its successors and assigns.

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

         "Borrowing Notice" - see 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,  New York and  Indianapolis  for the
conduct of substantially all of their commercial lending activities and on which
dealings in United States dollars are carried on in the London  interbank market
and (ii) for all other  purposes,  a day (other  than a  Saturday  or Sunday) on
which banks  generally are open in Chicago and  Indianapolis  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 GAAP.

         "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 GAAP.

         "Change of Control" means any of the following events:

<PAGE>

           (a)     any  Person  or  group  (within  the  meaning  of  Rule 13d-5
         under  the  Securities  Exchange  Act of 1934 as in  effect on the date
         hereof (the "Act"))  shall become the  Beneficial  Owner (as defined in
         Rule 13d-3 under the Act) of 20% or more of the capital  stock or other
         equity  interests  of Parent the  holders of which are  entitled  under
         ordinary circumstances (irrespective of whether at the time the holders
         of such stock or other equity interests shall have or might have voting
         power by reason of the  happening of any  contingency)  to vote for the
         election of the directors of Parent; or

                  (b) a majority  of the  members of the Board of  Directors  of
         Parent shall cease to be Continuing Members.

         "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 Total Indebtedness"  means, at any date of determination,
all  then  outstanding   Indebtedness  of  the  Borrower  and  its  Subsidiaries
(excluding   Contingent   Obligations   except  to  the  extent  in  respect  of
Indebtedness  of  another  Person),   determined  on  a  consolidated  basis  in
accordance with GAAP.

         "Consolidated   Total   Capitalization"   means,   at   any   date   of
determination,  the sum of (a) the Borrower's consolidated  shareholders' equity
plus (b) Consolidated Total Indebtedness.

         "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.

         "Continuing  Member" means a member of the Board of Directors of Parent
who either (a) was a member of Parent's  Board of  Directors on the date of this
Agreement  and has been such  continuously  thereafter or (b) became a member of
such Board of Directors  after the date of this  Agreement and whose election or
nomination for election was approved by a vote of the majority of the Continuing
Members then members of Parent's Board of Directors.

         "Conversion/Continuation Notice" - see Section 2.9.


<PAGE>

         "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.

         "Default" means an event described in Article VII.

         "Documentation  Agent"  means  National  City Bank of  Indiana,  in its
capacity as documentation agent for the Lenders.

         "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  bears  interest  at the
applicable Eurodollar Rate.

         "Eurodollar Base Rate" means, with respect to a Eurodollar  Advance for
the relevant Interest Period, the rate determined by the Administrative Agent to
be the rate at which Bank One (or,  if Bank One is not a Lender,  the  affiliate
thereof with the largest Commitment  hereunder) offers to place deposits in U.S.
dollars with  first-class  banks in the London interbank market at approximately
11:00  a.m.  (London  time)  two  Business  Days  prior to the first day of such
Interest Period,  in the approximate  amount of the relevant  Eurodollar Loan of
Bank  One  (or  the  applicable   affiliate   thereof)  and  having  a  maturity
approximately equal to such Interest Period.

         "Eurodollar  Loan" means a Loan which 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)  applicable to such Interest Period,  plus
(ii) the Applicable Margin for Eurodollar Advances. The Eurodollar Rate shall be
rounded  to the  next  higher  multiple  of 1/16 of 1% if the rate is not such a
multiple.

<PAGE>

         "Excluded  Taxes"  means,  in the  case of each  Lender  or  applicable
Lending Installation and the Administrative  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  Administrative  Agent is  incorporated  or
organized or (ii) the jurisdiction in which the  Administrative  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.

         "Extension Date" - see Section 2.19.

         "Extension Request" - see Section 2.19.

         "Facility  Termination  Date"  means March 7, 2000 or any later date as
may be specified as the Facility  Termination  Date 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.

         "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  11:00 a.m. (New
York time) on such day on such transactions received by the Administrative Agent
from  three  Federal  funds  brokers  of  recognized  standing  selected  by the
Administrative Agent in its sole discretion.

         "Floating  Rate" means,  for any day, a rate per annum equal to the sum
of (i) the Alternate Base Rate for such day,  changing when and as the Alternate
Base Rate changes, plus (ii) the Applicable Margin for Floating Rate Advances.

         "Floating  Rate Advance"  means an Advance which bears  interest at the
Floating Rate.

         "GAAP" means generally  accepted  accounting  principles set forth from
time to time in the opinions and  pronouncements  of the  Accounting  Principles
Board and the American  Institute of Certified Public Accountants and statements
of the Financial Accounting Standards Board.

         "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 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, (vii) Contingent Obligations and (viii) all obligations, contingent
or otherwise,  with respect to the face amount of letters of credit  (whether or
not drawn) and bankers' acceptances issued for the account of such Person.

         "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
Administrative Agent, the office, branch, subsidiary or affiliate of such Lender
or the  Administrative  Agent listed on the signature  pages hereof or otherwise
selected by such Lender or the Administrative Agent pursuant to Section 2.17.

         "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" - see Section 2.1.

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

         "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 Administrative Agent or the Lenders thereunder.

<PAGE>

         "Material Indebtedness" - see Section 7.5.

         "Moody's" means Moody's Investors Service, Inc.

         "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-U.S. Lender" - see Section 3.5(iv).

         "Note" - see Section 2.13.

         "Notice of Assignment" - see 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  Administrative  Agent or any  indemnified  party arising
under the Loan Documents.

         "Other Taxes" - see Section 3.5(ii).

         "Parent" means Indiana Energy, Inc., an Indiana corporation.

         "Participants" - see Section 12.2.1.

         "Payment  Date"  means  the  last  Business  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.

         "Pricing  Schedule" means the Schedule  attached  hereto  identified as
such.

<PAGE>

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced  by Bank One from time to time,  changing  when and as said prime rate
changes.

         "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" - see Section 12.3.1.

         "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.

         "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 more than 50%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding more than 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.

         "Response Date" - see Section 2.19.

         "S&P" means  Standard and Poor's  Ratings  Services,  a division of The
McGraw Hill Companies, Inc.

<PAGE>

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

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

         "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.

         "Syndication  Agent"  means  ABN AMRO Bank  N.V.,  in its  capacity  as
syndication agent for the Lenders.

         "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.

         "'34 Act Reports" means the periodic reports of the Borrower filed with
the  Securities  and  Exchange  Commission  on  Forms  10K,  10Q  and 8K (or any
successor forms thereto).

         "Transferee" - see Section 12.4.

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

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

         "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.

         "Year  2000  Problem"  means the risk that  computer  applications  and
embedded  microchips  in  non-computing  devices may be unable to recognize  and
perform properly date- sensitive  functions involving certain dates prior to and
any date after December 31, 1999.

         "Year 2000 Program" - see Section 5.19.

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

                                   ARTICLE II

                                   THE CREDITS

           2.1.  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 (each a "Loan")
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.

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

         2.3. 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.

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

         2.5.  Facility Fee;  Reductions in Aggregate  Commitment.  The Borrower
agrees to pay to the  Administrative  Agent  for the  account  of each  Lender a
facility fee at a per annum rate equal to the  Applicable Fee Rate on the amount
of such Lender's  Commitment  from the date hereof to and including the Facility
Termination Date,  payable on each Payment Date and on the Facility  Termination
Date. The Borrower may permanently reduce the Aggregate  Commitment in whole, or
in part ratably among the Lenders in integral multiples of $15,000,000,  upon at
least three  Business Days' prior written  notice to the  Administrative  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.

         2.6. Minimum Amount of Each Advance.  Each Eurodollar  Advance shall be
in the amount of $5,000,000 or a higher integral multiple of $1,000,000 and each
Floating  Rate  Advance  shall be in the  amount of  $1,000,000  or an  integral
multiple thereof.

         2.7.  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 $1,000,000 or a higher integral  multiple  thereof,
any portion of the  outstanding  Floating Rate Advances upon one Business  Day's
prior  notice to the  Administrative  Agent.  The Borrower may from time to time
pay, subject to the payment of any funding  indemnification  amounts required by
Section 3.4 but without penalty or premium,  any outstanding  Eurodollar Advance
or, in a minimum aggregate amount of $5,000,000 or a higher integral multiple of
$1,000,000, any portion of an outstanding Eurodollar Advance upon three Business
Days' prior notice to the Administrative Agent.

         2.8.  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  Administrative   Agent  irrevocable  notice  (a
"Borrowing  Notice")  not  later  than  11:00  a.m.  (Indianapolis  time) on the
Borrowing  Date of each  Floating  Rate  Advance  and not later  than 11:00 a.m.
(Indianapolis  time)  three  Business  Days before the  Borrowing  Date for each
Eurodollar Advance, specifying:

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

     (ii) the aggregate amount of such Advance,

     (iii) the Type of Advance selected, and

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

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

         2.9. Conversion and Continuation of Outstanding Advances. Each Floating
Rate Advance  shall  continue as a Floating  Rate Advance  unless and until such
Floating Rate Advance is converted  into a Eurodollar  Advance  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 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  Administrative  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 Administrative 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. (Indianapolis time) at least three Business Days prior
to the date of the requested conversion or continuation, specifying:

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

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

     (iii)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.

         2.10.  Interest  Rates,  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,  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 each
Interest Period  applicable  thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the  Administrative  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.  No
Interest Period may end after the Facility Termination Date.

         2.11. 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
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  Administrative  Agent or any
Lender.

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

         2.13.  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 Administrative  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  Administrative
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 Administrative 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  substantially  the
form of  Exhibit E hereto.  Thereafter,  the  Loans  evidenced  by such Note and
interest thereon shall at all times (including after any assignment  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.

         2.14.  Telephonic  Notices.  The Borrower hereby authorizes the Lenders
and the Administrative  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 Administrative  Agent or any Lender in
good faith believes to be acting on behalf of the Borrower.  The Borrower agrees
to deliver promptly to the Administrative Agent a written confirmation signed by
an Authorized  Officer,  if such confirmation is requested by the Administrative
Agent or any Lender,  of each  telephonic  notice.  If the written  confirmation
differs in any  material  respect  from the action  taken by the  Administrative
Agent and the Lenders,  the records of the Administrative  Agent and the Lenders
shall govern absent manifest error.

         2.15. 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,  and at  maturity.
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 facility 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.

         2.16.  Notification  of  Advances,   Interest  Rates,  Prepayments  and
Commitment Reductions.  Promptly after receipt thereof, the Administrative 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  Administrative  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.

<PAGE>

         2.17.  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  the  applicable   Lender  for  the  benefit  of  such  Lending
Installation. Each Lender may, by written notice to the Administrative 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.

         2.18.  Non-Receipt  of Funds by the  Administrative  Agent.  Unless the
Borrower or a Lender,  as the case may be,  notifies  the  Administrative  Agent
prior to the date on which it is scheduled to make payment to the Administrative
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 Administrative
Agent  for the  account  of the  Lenders,  that it does not  intend to make such
payment,  the  Administrative  Agent may assume that such payment has been made.
The Administrative  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  Administrative  Agent,  the  recipient of such payment
shall, on demand by the Administrative  Agent, repay to the Administrative 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  Administrative  Agent until the date the  Administrative  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 or (y) in the case of payment by
the Borrower, the interest rate applicable to the relevant Loan.

         2.19.  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 Administrative  Agent (an "Extension  Request") no more than 60
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  30 days  after  the  Extension  Request  is  delivered  to the
Administrative  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  Administrative  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  Administrative  Agent,  the Facility  Termination  Date specified in the
Extension  Request shall become effective on the existing  Facility  Termination
Date and the  Administrative  Agent shall promptly  notify the Borrower and each
Lender of the new  Facility  Termination  Date.  Notwithstanding  any  extension
hereof or any other provision of this  Agreement,  each Advance and all interest
thereon  shall  be paid  in  full by the  Borrower  on or  before  the  Facility
Termination Date in effect on the date on which such Advance was made.

                                   ARTICLE III

                             YIELD PROTECTION; TAXES

          3.1. 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:

     (i)  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

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

     (iii)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.

          3.2. 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.

          3.3.  Availability of Types of Advances.  If (i) 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 (ii) the  Required  Lenders  determine  that (a)
deposits of a type and maturity  appropriate to match fund  Eurodollar  Advances
are not available or (b) the interest rate  applicable to a Type of Advance does
not accurately reflect the cost of making or maintaining such Advance,  then the
Administrative  Agent shall  suspend the  availability  of the affected  Type of
Advance and, in the case of clause (i), 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.

          3.4. 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.

<PAGE>

         3.5.  Taxes.  (i) All payments by the Borrower to or for the account of
any Lender or the Administrative 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 Administrative 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  Administrative  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 Administrative  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 Administrative  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  Administrative  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 Administrative  Agent or such Lender makes demand therefor pursuant
to Section 3.6.

         (iv) Each Lender that is not incorporated  under the laws of the United
States of America or a state thereof (each a "Non-U.S.  Lender")  agrees that it
will,  not less than ten  Business  Days after the date of this  Agreement,  (i)
deliver to each of the Borrower and the Administrative  Agent two duly completed
copies of United States Internal  Revenue Service Form 1001 or 4224,  certifying
in either  case that such  Lender is  entitled  to receive  payments  under this
Agreement  without  deduction or withholding of any United States federal income
taxes, and (ii) deliver to each of the Borrower and the  Administrative  Agent a
United States Internal  Revenue Form W-8 or W-9, as the case may be, and certify
that it is entitled to an exemption from United States backup  withholding  tax.
Each Non-U.S.  Lender further  undertakes to deliver to each of the Borrower and
the Administrative  Agent (x) renewals or additional copies of such form (or any
successor  form) on or  before  the date  that  such  form  expires  or  becomes
obsolete,  and (y) after the  occurrence of any event  requiring a change in the
most recent  forms so  delivered  by it,  such  additional  forms or  amendments
thereto as may be  reasonably  requested by the  Borrower or the  Administrative
Agent. All forms or amendments described in the preceding sentence shall certify
that such Lender is entitled to receive  payments under this  Agreement  without
deduction or withholding  of any United States  federal income taxes,  unless an
event (including without limitation any change in treaty, law or regulation) has
occurred  prior to the  date on  which  any such  delivery  would  otherwise  be
required which renders all such forms  inapplicable  or which would prevent such
Lender from duly  completing  and  delivering  any such form or  amendment  with
respect to it and such Lender advises the Borrower and the Administrative  Agent
that  it  is  not  capable  of  receiving  payments  without  any  deduction  or
withholding of United States federal income tax.

         (v) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form pursuant to clause (iv) above (unless such
failure is due to a change in treaty,  law or  regulation,  or any change in the
interpretation  or  administration   thereof  by  any  governmental   authority,
occurring  subsequent to the date on which a form  originally was required to be
provided),  such Non-U.S.  Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes  imposed by the United  States;  provided
that,  should a Non-U.S.  Lender which is otherwise  exempt from or subject to a
reduced rate of  withholding  tax become subject to Taxes because of its failure
to deliver a form required under clause (iv) above, the Borrower shall take such
steps as such Non-U.S.  Lender shall reasonably  request to assist such Non-U.S.
Lender to recover such Taxes.

         (vi) Any Lender that is entitled to an  exemption  from or reduction of
withholding  tax with  respect  to  payments  under this  Agreement  or any Note
pursuant to the law of any relevant  jurisdiction or any treaty shall deliver to
the Borrower  (with a copy to the  Administrative  Agent),  at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed  by  applicable  law as will permit such  payments to be made without
withholding or at a reduced rate.

          3.6.  Lender  Statements;   Survival  of  Indemnity.   To  the  extent
reasonably  possible  and upon the request of the  Borrower,  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 Administrative  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.

<PAGE>


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

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

     (i)  Copies  of  the  articles  or  certificate  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.

     (ii) 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.

     (iii)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,  upon which
          certificate the Administrative Agent and the Lenders shall be entitled
          to rely until informed of any change in writing by the Borrower.

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

     (v)  A written opinion of the Borrower's  counsel in substantially the form
          of Exhibit A.

     (vi) Any Note requested by a Lender pursuant to Section 2.13.

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

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

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

     (i)  No Default or Unmatured Default exists.

     (ii) 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.


         Each Borrowing Notice 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:

          5.1.  Existence and Standing.  The Borrower is a corporation  properly
organized  and validly  existing  under the laws of the State of  Indiana;  each
Subsidiary  is a  corporation,  partnership  or limited  liability  company duly
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 the Borrower and each
Subsidiary  has  all  requisite  authority  to  conduct  its  business  in  each
jurisdiction in which its business is conducted.

          5.2.  Authorization  and  Validity.  The  Borrower  has the  power and
authority  and legal right to execute and deliver this  Agreement  and the Notes
(if any) and to perform its obligations hereunder and thereunder.  The execution
and  delivery by the Borrower of this  Agreement  and the Notes (if any) and the
performance  of  its  obligations   hereunder  and  thereunder  have  been  duly
authorized by proper corporate proceedings. This Agreement constitutes, and when
duly executed and delivered any Note will constitute, a legal, valid and binding
obligation of the Borrower  enforceable  against the Borrower in accordance with
its terms, except as enforceability may be limited by bankruptcy,  insolvency or
similar laws affecting the enforcement of creditors' rights generally.

         5.3.  No  Conflict;  Government  Consent.  Neither  the  execution  and
delivery by the Borrower of this Agreement or any Note, nor the  consummation of
the transactions contemplated hereby, nor compliance with the provisions hereof,
will violate (i) any law, rule, regulation,  order, writ, judgment,  injunction,
decree or award binding on the Borrower or any Subsidiary 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 Subsidiary
is a party or is subject, or by which the Borrower or any Subsidiary,  or any of
their  respective  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 any Property of the Borrower or any 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  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 this  Agreement or any Note,  the
borrowings under this Agreement,  the payment and performance by the Borrower of
the Obligations or the legality,  validity,  binding effect or enforceability of
this Agreement or any Note.

          5.4.  Financial  Statements.   The  September  30,  1998  consolidated
financial  statements of the Borrower and its Subsidiaries  heretofore delivered
to the Lenders  were  prepared in  accordance  with GAAP 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.

          5.5. Material Adverse Change.  Since September 30, 1998 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.

          5.6. 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 GAAP and as to which no Lien
exists.   The  United  States  income  tax  returns  of  the  Borrower  and  its
Subsidiaries  have been  audited by the  Internal  Revenue  Service  through the
fiscal  year  ended  September  30,  1996.  No tax liens  have been filed and no
material 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.

          5.7. Litigation and Contingent Obligations. Except as set forth in the
Borrower's  '34  Act  Reports,   (a)  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
Subsidiary  which could reasonably be expected to have a Material Adverse Effect
or which seeks to prevent,  enjoin or delay the making of any Loan;  and (b) the
Borrower  and its  Subsidiaries  have no  material  contingent  obligations  not
provided  for or disclosed in the  financial  statements  referred to in Section
5.4.

         5.8. ERISA.  The Borrower and each other member of the Controlled Group
has fulfilled its obligations  under the minimum funding  standards of ERISA and
the Code with respect to each Plan and is in compliance in all material respects
with the presently  applicable  provisions of ERISA and the Code with respect to
each Plan. Neither the Borrower nor any other member of the Controlled Group has
(i) sought a waiver of the minimum  funding  standard  under  Section 412 of the
Code in respect of any Plan, (ii) failed to make any  contribution or payment to
any Plan or  Multiemployer  Plan,  or made any  amendment  to any Plan which has
resulted or could result in the imposition of a Lien or the posting of a bond or
other  security  under ERISA or the Code or (iii)  incurred any liability  under
Title IV of ERISA other than a liability to the PBGC for premiums  under Section
4007 of ERISA.

         5.9.  Accuracy  of  Information.  No  information,  exhibit  or  report
furnished by the Borrower or any  Subsidiary to the  Administrative  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.

         5.10.   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.

         5.11. 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 is  reasonably  likely 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 any  agreement to which it is a party,  which  default
could reasonably be expected to have a Material Adverse Effect.

         5.12.  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.

         5.13.  Ownership of  Properties.  Except as set forth on Schedule 1, 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 6.11, to all of
the Property and assets  reflected in the  Borrower's  most recent  consolidated
financial  statements  provided  to the  Administrative  Agent  as  owned by the
Borrower and its Subsidiaries.

         5.14.  Plan  Assets;  Prohibited  Transactions.  The Borrower is not an
entity  deemed to hold  "plan  assets"  within  the  meaning  of 29  C.F.R.  ss.
2510.3-101  of an employee  benefit  plan (as defined in Section  3(3) of ERISA)
which is subject to Title I of ERISA or any plan  (within the meaning of Section
4975 of the Code), and neither the execution of this Agreement nor the making of
Loans  hereunder  gives rise to a prohibited  transaction  within the meaning of
Section 406 of ERISA or Section 4975 of the Code.

<PAGE>

         5.15.  Environmental Matters. Except as set forth in the Borrower's '34
Act Reports,  there are no risks and liabilities accruing to the Borrower due to
Environmental  Laws that could reasonably be expected to have a Material Adverse
Effect.

         5.16.  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.

         5.17.  Public  Utility  Holding  Company  Act. The Borrower is a public
utility.  Each of Parent  and the  Borrower  is a "holding  company"  within the
meaning of the Public  Utility  Holding  Company Act of 1935,  as amended but is
exempt from registration thereunder pursuant to Section 3(a) thereof.

         5.18.  Pari  Passu  Indebtedness.   The  Indebtedness  under  the  Loan
Documents ranks at least pari passu with all other unsecured Indebtedness of the
Borrower.

         5.19 Year 2000  Problem.  The  Borrower and its  Subsidiaries  (a) have
reviewed the areas within their business and operations which could be adversely
affected by, and have  developed and are  implementing a program (the "Year 2000
Program") to address on a timely basis,  the Year 2000 Problem and (b) have made
appropriate  inquiries as to the effect the Year 2000 Problem will have on their
material suppliers and customers.  Based on such review,  program and inquiries,
the  Borrower  reasonably  believes  that the Year 2000  Problem will not have a
Material Adverse Effect.

                                   ARTICLE VI

                                    COVENANTS

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

         6.1. 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:

     (i)  Within  90 days  after  the  close  of each of its  fiscal  years,  an
          unqualified  audit report  certified by Arthur Andersen LLP or another
          firm of independent  certified public accountants which is a member of
          the "Big Four,"  prepared in  accordance  with GAAP on a  consolidated
          basis for itself and its Subsidiaries,  including balance sheets as of
          the end of such  period and  related  statements  of income,  retained
          earnings  and cash flows,  accompanied  by (a) any  management  letter
          prepared  by  said   accountants,   and  (b)  a  certificate  of  said
          accountants  that,  in the course of their  examination  necessary for
          their audit report,  they have obtained no knowledge of any Default or
          Unmatured  Default,  or if, in the  opinion of such  accountants,  any
          Default or  Unmatured  Default  shall  exist,  stating  the nature and
          status thereof.

     (ii) Within 45 days after the close of the first three quarterly periods of
          each of its fiscal years, for itself and its Subsidiaries,  either (i)
          consolidated  and  consolidating  unaudited  balance  sheets as at the
          close of each such period and  consolidated and  consolidating  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 chief financial officer,
          or (ii) if the Borrower is then a  "registrant"  within the meaning of
          Rule 1-01 of Regulation S-X of the Securities and Exchange  Commission
          and  required  to file a report on Form 10-Q with the  Securities  and
          Exchange Commission,  a copy of the Borrower's report on Form 10-Q for
          such quarterly period.

     (iii)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 Vice  President and Treasurer  stating that no
          Default or Unmatured  Default  exists,  or if any Default or Unmatured
          Default exists, stating the nature and status thereof.

     (iv) 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  an  Authorized  Officer  of  the  Borrower,
          describing  said  Reportable  Event and the action  which the Borrower
          proposes to take with respect thereto.

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

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

     (vii)Promptly upon the request of the  Administrative  Agent or any Lender,
          such updated  information  or  documentation  as may be requested from
          time  to  time   regarding   the  efforts  of  the  Borrower  and  its
          Subsidiaries to address the Year 2000 Problem.
<PAGE>

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

         6.2.  Use of  Proceeds.  The  Borrower  will  use the  proceeds  of the
Advances for general  corporate  purposes.  The Borrower will not use any of the
proceeds of the Advances to purchase or carry any "margin  stock" (as defined in
Regulation U).

          6.3.  Notice of  Default.  The  Borrower  will give  prompt  notice in
writing to the Lenders of the occurrence of any Default or Unmatured Default and
of any other  development,  financial or  otherwise,  which could  reasonably be
expected to have a Material Adverse Effect.

          6.4.  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.

          6.5.  Taxes.  The Borrower  will,  and will cause each  Subsidiary to,
timely file 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 GAAP.

          6.6. 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.

          6.7.  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.

          6.8. 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.

<PAGE>

          6.9. Inspection. The Borrower will, and will cause each Subsidiary to,
permit  the   Administrative   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  Administrative  Agent or
any Lender may designate.  After the occurrence and during the  continuance of a
Default,  any such inspection shall be at the Borrower's  expense;  at all other
times,   the  Borrower   shall  not  be  liable  to  pay  the  expenses  of  the
Administrative Agent or any Lender in connection with such inspections.

         6.10.  Consolidations,  Mergers and Sale of Assets.  The Borrower  will
not, nor will it permit any  Subsidiary to, sell,  lease,  transfer or otherwise
dispose  of  all  or  substantially  all  of its  assets  (whether  by a  single
transaction or a number of related  transactions and whether at one time or over
a period of time) or  consolidate  with or merge  into any  Person or permit any
Person to merge into it, except

     (i)  Any Wholly-Owned Subsidiary may be merged into the Borrower.

     (ii) Any Subsidiary may sell all or substantially  all of its assets to, or
          consolidate with or into, the Borrower (subject to clause (iii) below)
          or any Wholly- Owned Subsidiary.

     (iii)The  Borrower may sell all or  substantially  all of its assets to, or
          consolidate  with or merge  into,  any  other  corporation,  or permit
          another corporation to merge into it; provided,  however, that (a) the
          surviving  corporation,  if  such  surviving  corporation  is not  the
          Borrower,  or the transferee  corporation in the case of a sale of all
          or  substantially  all  of  the  Borrower's  assets,  (1)  shall  be a
          corporation organized and existing under the laws of the United States
          of America or a state  thereof or the District of Columbia,  and shall
          be a Wholly-  Owned  Subsidiary  of  Parent,  and (2) shall  expressly
          assume in writing the due and punctual  payment of the Obligations and
          the due and punctual  performance  of and  compliance  with all of the
          terms of this Agreement and the Notes to be performed or complied with
          by the  Borrower,  (b)  immediately  before  and  after  such  merger,
          consolidation  or sale, there shall not exist any Default or Unmatured
          Default  and  (c)  the  surviving   corporation   of  such  merger  or
          consolidation,  or the  transferee  corporation  of the  assets of the
          Borrower,  as applicable,  has, both immediately before and after such
          merger,  consolidation  or sale, a Moody's Rating of Baa3 or better or
          an S&P Rating of BBB- or better.

<PAGE>

         6.11.  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:

       (i)        Liens for taxes, assessments or governmental charges or levies
                  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 GAAP shall have been set aside on
                  its books.

      (ii)        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.

     (iii)        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.

      (iv)        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.

       (v)        Deposits to secure the  performance of bids,  trade  contracts
                  (other   than   for   borrowed   money),   leases,   statutory
                  obligations,  surety and appeal bonds,  performance  bonds and
                  other  obligations  of a like nature  incurred in the ordinary
                  course of business by the Borrower or any Subsidiary.

      (vi)        Liens existing on the date hereof and described in Schedule 1.

     (vii)        Judgment Liens which secure payment of legal  obligations that
                  would not constitute a Default under Section 7.9.

    (viii)        Liens on  Property  acquired by the  Borrower or a  Subsidiary
                  after the date hereof,  existing on such  Property at the time
                  of  acquisition  thereof  (and  not  created  in  anticipation
                  thereof),  provided  that in any such case no such Lien  shall
                  extend to or cover any other  Property of the Borrower or such
                  Subsidiary, as the case may be.


<PAGE>



      (ix)        Liens which would  otherwise  not be  permitted by clauses (i)
                  through  (viii)  securing   additional   Indebtedness  of  the
                  Borrower or a  Subsidiary,  provided  that after giving effect
                  thereto the aggregate  unpaid principal amount of Indebtedness
                  (including, without limitation, Capitalized Lease Obligations)
                  of the  Borrower  and its  Subsidiaries  secured by such Liens
                  permitted by this clause (ix) shall not exceed $20,000,000.

         6.12.  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   (other  than  the  Borrower  or  a  Wholly-Owned
Subsidiary)  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  arm's-length
transaction.

         6.13. Maintenance of Indebtedness to Capitalization Ratio. The Borrower
will not at any time  permit the ratio of  Consolidated  Total  Indebtedness  to
Consolidated Total Capitalization to be greater than .60 to 1.

         6.14.  Year 2000 Program.  The Borrower will take,  and will cause each
Subsidiary  to take,  all actions as are  reasonably  necessary to  successfully
implement  the Year 2000  Program and to assure that the Year 2000  Problem will
not have a Material Adverse Effect.

                                   ARTICLE VII

                                    DEFAULTS

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

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

          7.2.  Nonpayment  of principal of any Loan when due; or  nonpayment of
interest upon any Loan or of any facility fee or other  obligation  under any of
the Loan Documents within five days after the same becomes due.

         7.3.  The breach by the Borrower of any of the terms or  provisions  of
Section 6.2, 6.10, 6.11, 6.12 or 6.13.


<PAGE>



          7.4. The breach by the Borrower (other than a breach which constitutes
a Default under another Section of this Article VII) of any term or provision of
this  Agreement  which is not remedied  within 10 days after written notice from
the Administrative Agent or any Lender.

          7.5.  Failure of the  Borrower or any  Subsidiary  to pay when due any
Indebtedness aggregating in excess of $10,000,000 ("Material Indebtedness");  or
default  by the  Borrower  or any  Subsidiary  in the  performance  of any term,
provision or condition  contained in any agreement or agreements under which any
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 Subsidiary 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  Subsidiary  shall not pay, or admit in writing its inability to
pay, its debts generally as they become due.

          7.6. The Borrower or any Subsidiary 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 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 other organizational  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.

          7.7. Without the  application,  approval or consent of the Borrower or
any Subsidiary, a receiver,  trustee,  examiner,  liquidator or similar official
shall be  appointed  for the  Borrower  or such  Subsidiary  or any  Substantial
Portion of its Property,  or a proceeding  described in Section 7.6(iv) shall be
instituted  against  the  Borrower  or  any  Subsidiary,  and  such  appointment
continues  undischarged or such proceeding continues undismissed or unstayed for
a period of 60 consecutive days.

         7.8. 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.

         7.9. The Borrower or any  Subsidiary  shall fail within 30 days to pay,
bond or  otherwise  discharge  any judgment or order for the payment of money in
excess  of  $10,000,000  (either  singly or in the  aggregate  with  other  such
judgments),  which is not  stayed  on appeal or  otherwise  being  appropriately
contested in good faith.

         7.10.  The  Borrower  shall cease to be a  Wholly-Owned  Subsidiary  of
Parent.

         7.11. Any Change of Control shall occur.


                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

          8.1.  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  Administrative  Agent or any  Lender.  If any  other  Default  occurs,  the
Required Lenders (or the  Administrative  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  of the Lenders to make Loans  hereunder  shall  immediately be
terminated or suspended and/or 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.

         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
Administrative  Agent shall,  by notice to the Borrower,  rescind and annul such
acceleration and/or termination.

          8.2.  Amendments.  Subject to the provisions of this Article VIII, the
Required Lenders (or the Administrative 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:

<PAGE>



     (i)  Extend the final  maturity of any Loan,  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.

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

     (iii)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.

     (iv) Amend this Section 8.2.

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

          8.3.  Preservation  of Rights.  No delay or omission of the Lenders or
the  Administrative  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  contained in the Loan Documents or by law
afforded  shall be cumulative  and all shall be available to the  Administrative
Agent and the Lenders until the Obligations have been paid in full.

                                   ARTICLE IX

                               GENERAL PROVISIONS

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

         9.2. 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.


<PAGE>



         9.3.  Headings.  Section headings in this Agreement are for convenience
of reference  only and shall not govern the  interpretation  of any provision of
this Agreement.

          9.4. Entire Agreement.  The Loan Documents embody the entire agreement
and understanding among the Borrower,  the Administrative  Agent and the Lenders
and supersede all prior agreements and  understandings  among the Borrower,  the
Administrative  Agent and the Lenders  relating to the  subject  matter  thereof
other than the fee letter described in Section 10.13.

          9.5. 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
Administrative 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.

          9.6. Expenses;  Indemnification.  (i) The Borrower shall reimburse the
Administrative Agent and the Arranger for any reasonable costs, internal charges
and  out-of-pocket  expenses  (including  attorneys'  fees and time  charges  of
attorneys for the Administrative  Agent, which attorneys may be employees of the
Administrative  Agent)  paid or  incurred  by the  Administrative  Agent  or the
Arranger in connection with the preparation,  negotiation,  execution, delivery,
syndication,  review,  amendment,  modification,  and administration of the Loan
Documents  (provided  that the fees and time charges of outside  counsel for the
Administrative  Agent in  connection  with the initial  negotiation,  execution,
delivery,  syndication  and review of the Loan Documents shall be limited as set
forth in the letter dated  February 10, 1999 from such counsel to the  Company).
The Borrower also agrees to reimburse the Administrative Agent, the Arranger and
the  Lenders  for  any  costs,  internal  charges  and  out-of-pocket   expenses
(including  attorneys' fees and time charges of attorneys for the Administrative
Agent,  the Arranger and the Lenders,  which  attorneys  may be employees of the
Administrative  Agent,  the  Arranger  or the  Lenders)  paid or incurred by the
Administrative  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 Administrative
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  Administrative  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 payment of the Obligations and termination of this
Agreement.

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

<PAGE>



         9.8.  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 GAAP.

         9.9.  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.

         9.10. Nonliability of Lenders. The relationship between the Borrower on
the one hand and the  Lenders  and the  Administrative  Agent on the other  hand
shall be solely that of borrower and lender.  None of the Administrative  Agent,
the  Arranger  or any Lender  shall  have any  fiduciary  responsibility  to the
Borrower.  None  of  the  Administrative  Agent,  the  Arranger  or  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 none of the  Administrative  Agent,  the
Arranger or 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. None of the Administrative Agent, the Arranger or 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.

         9.11.  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 and (vi) permitted by Section 12.4.

         9.12. Nonreliance. Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U) for the repayment
of any Loan provided for herein.

<PAGE>



                                    ARTICLE X

                                   THE AGENTS

         10.1. Appointment;  Nature of Relationship.  Bank One, Indiana, N.A. is
hereby  appointed by each of the Lenders as  Administrative  Agent hereunder and
under each other Loan Document,  and each of the Lenders irrevocably  authorizes
the Administrative 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  Administrative   Agent  agrees  to  act  as  such  contractual
representative  upon  the  express  conditions  contained  in  this  Article  X.
Notwithstanding  the  use of the  defined  term  "Administrative  Agent,"  it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary  responsibility to any Lender by reason of this Agreement or any other
Loan  Document  and  that  the  Administrative  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 Administrative Agent
(i)  does  not  hereby  assume  any  fiduciary  duty  to any  Lender,  (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  Administrative  Agent on any agency  theory or any
other theory of liability for breach of fiduciary duty, all of which claims each
Lender  hereby  waives.  Each  Lender  hereby  appoints  ABN AMRO Bank  N.V.  as
Syndication  Agent and  National  City Bank of Indiana as  Documentation  Agent.
Neither the Syndication  Agent nor the  Documentation  Agent, in its capacity as
such, shall have any rights,  duties or responsibilities  hereunder or under any
other Loan Document.

         10.2. Powers. The Administrative Agent shall have and may exercise such
powers  under  the  Loan  Documents  as  are   specifically   delegated  to  the
Administrative Agent by the terms of each thereof,  together with such powers as
are  reasonably  incidental  thereto.  The  Administrative  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 Administrative Agent.

         10.3. General Immunity. Neither the Administrative Agent nor any of its
directors,  officers, agents or employees shall be liable to the Borrower 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.

         10.4.  No  Responsibility  for  Loans,   Recitals,   etc.  Neither  the
Administrative  Agent nor any of its  directors,  officers,  agents or employees
shall be responsible for or have any Page 42 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  covenant or agreement 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  Administrative
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 Administrative
Agent  shall have no duty to disclose  to the  Lenders  information  that is not
required to be  furnished by the  Borrower to the  Administrative  Agent at such
time, but is voluntarily  furnished by the Borrower to the Administrative  Agent
(either in its capacity as Administrative Agent or in its individual capacity).

         10.5. Action on Instructions of Lenders. The Administrative 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 Administrative  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
Administrative 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.

         10.6.   Employment   of   Administrative   Agents  and   Counsel.   The
Administrative  Agent may  execute  any of its  duties as  Administrative  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 Administrative Agent shall be entitled to advice of counsel
concerning the contractual  arrangement between the Administrative Agent and the
Lenders  and  all  matters  pertaining  to  the  Administrative  Agent's  duties
hereunder and under any other Loan Document.

         10.7. Reliance on Documents; Counsel. The Administrative 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  Administrative
Agent, which counsel may be employees of the Administrative Agent.

         10.8.  Administrative  Agent's  Reimbursement and Indemnification.  The
Lenders agree to reimburse and  indemnify  the  Administrative  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  out-of-pocket  costs and  expenses  (but not internal
charges) not  reimbursed by the Borrower for which the  Administrative  Agent is
entitled to reimbursement by the Borrower under the Loan Documents, (ii) for any
other expenses incurred by the Administrative  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  Administrative  Agent in connection  with any dispute
between  the  Administrative  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
Administrative 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 Administrative  Agent in connection with any
dispute between the  Administrative  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 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 Administrative Agent. The
obligations of the Lenders under this Section 10.8 shall survive  payment of the
Obligations and termination of this Agreement.

         10.9. Notice of Default.  The Administrative  Agent shall not be deemed
to have  knowledge  or notice of the  occurrence  of any  Default  or  Unmatured
Default  hereunder unless the  Administrative  Agent has received written notice
from a Lender  or the  Borrower  referring  to this  Agreement  describing  such
Default  or  Unmatured  Default  and  stating  that such  notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders.

         10.10.  Rights as a Lender. In the event the Administrative  Agent is a
Lender, the Administrative 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 Administrative
Agent,  and  the  term  "Lender"  or  "Lenders"  shall,  at any  time  when  the
Administrative  Agent is a  Lender,  unless  the  context  otherwise  indicates,
include the Administrative Agent in its individual capacity.  The Administrative
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.

         10.11.  Lender Credit Decision.  Each Lender  acknowledges that it has,
independently and without reliance upon the  Administrative  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  Administrative  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.

         10.12.  Successor  Administrative  Agent. The Administrative  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
Administrative  Agent  or,  if  no  successor   Administrative  Agent  has  been
appointed,  forty-five days after the retiring Administrative Agent gives notice
of its intention to resign. The Administrative  Agent may be removed at any time
with or without cause by written  notice  received by the  Administrative  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  Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders within thirty days after the resigning
Administrative  Agent's  giving  notice of its  intention  to  resign,  then the
resigning  Administrative  Agent may appoint,  on behalf of the Borrower and the
Lenders,  a  successor   Administrative  Agent.   Notwithstanding  the  previous
sentence,  the  Administrative  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  Administrative Agent hereunder.  If the Administrative Agent has
resigned  or  been  removed  and no  successor  Administrative  Agent  has  been
appointed,  the Lenders may perform all the duties of the  Administrative  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  Administrative  Agent  shall be deemed to be  appointed
hereunder   until  such   successor   Administrative   Agent  has  accepted  the
appointment.  Any such successor Administrative Agent shall be a commercial bank
having  capital  and  retained  earnings  of at  least  $100,000,000.  Upon  the
acceptance of any appointment as  Administrative  Agent hereunder by a successor
Administrative  Agent,  such  successor  Administrative  Agent  shall  thereupon
succeed to and become vested with all the rights, powers,  privileges and duties
of the resigning or removed  Administrative Agent. Upon the effectiveness of the
resignation  or removal of the  Administrative  Agent,  the resigning or removed
Administrative  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  Administrative  Agent,  the  provisions  of this
Article X shall continue in effect for the benefit of such Administrative  Agent
in respect of any actions taken or omitted to be taken by it while it was acting
as the Administrative Agent hereunder and under the other Loan Documents. In the
event that there is a successor to the  Administrative  Agent by merger,  or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this  Section  10.12,  then the term "Prime  Rate" as used in this  Agreement
shall mean the prime rate,  base rate,  corporate  base rate or other  analogous
rate of the new Administrative Agent.

         10.13.  Administrative  Agent's Fee. The Borrower  agrees to pay to the
Administrative  Agent,  for its own account,  the fees agreed to by the Borrower
and the  Administrative  Agent pursuant to that certain letter  agreement  dated
February 3, 1999, or as otherwise agreed from time to time.

         10.14.  Delegation  to  Affiliates.  The Borrower and the Lenders agree
that  the  Administrative  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
Administrative Agent is entitled under Articles IX and X.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

         11.1.  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.

         11.2. 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.



                                   ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1.  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) above,  any Lender may at any
time,  without the consent of the Borrower or the Administrative  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
Administrative 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
Administrative  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.

         12.2.    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 Administrative 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 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.

         12.3.    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  ("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 Administrative 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 shall (unless each of the Borrower and
         the Administrative  Agent otherwise  consents) be in an amount not less
         than the lesser of (i)  $5,000,000 or (ii) the remaining  amount of the
         assigning  Lender's  Commitment  (calculated  as at the  date  of  such
         assignment).

                  12.3.2.  Effect;  Effective  Date.  Upon (i)  delivery  to the
         Administrative  Agent of a notice of assignment,  substantially  in the
         form  attached  as Exhibit I to  Exhibit C (a "Notice of  Assignment"),
         together with any consents required by Section 12.3.1, and (ii) payment
         of a  $3,500  fee to  the  Administrative  Agent  for  processing  such
         assignment,  such  assignment  shall become  effective on the effective
         date specified in such Notice of  Assignment.  The Notice of 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 are "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
         Administrative 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
         Administrative  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.

         12.4. 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;  provided
that each  Transferee and prospective  Transferee  agrees to be bound by Section
9.11 of this Agreement.

         12.5.  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

         Except as otherwise permitted by Section 2.13 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) at its  address or
facsimile  number set forth on the signature pages (y) in the case of any party,
at such other address or facsimile  number as such party may  hereafter  specify
for the purpose by notice to the other parties in accordance with the provisions
of this Section 13.1. Each such notice,  request or other communication shall be
effective  (i) if given  by  facsimile  transmission,  when  transmitted  to the
facsimile  number  specified  in this  Section  and  confirmation  of receipt is
received,  (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage prepaid,  addressed as aforesaid, or (iii)
if given by any other  means,  when  delivered  (or,  in the case of  electronic
transmission,  received) at the address specified in this Section; provided that
notices to the  Administrative  Agent  under  Article II shall not be  effective
until received.

                                   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
Administrative   Agent  and  the  Lenders  and  each  party  has   notified  the
Administrative  Agent by facsimile  transmission  or telephone that it has taken
such action.

                                   ARTICLE XV

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

         15.1.  CHOICE OF LAW. THIS  AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL  LAWS (AND NOT THE LAW OF  CONFLICTS) OF THE STATE OF INDIANA,
BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         15.2. CONSENT TO JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE  NON-EXCLUSIVE  JURISDICTION  OF ANY UNITED STATES FEDERAL OR ILLINOIS OR
INDIANA STATE COURT SITTING IN CHICAGO, ILLINOIS OR INDIANAPOLIS, INDIANA 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 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  OR
INDIANAPOLIS, INDIANA.


<PAGE>



         15.3.  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.

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

                                      INDIANA GAS COMPANY, INC.


                                      By: /s/ Steven Schein
                                         ---------------------------------------
                                      Title: VP and Treasurer
                                            ------------------------------------
                                             1630 North Meridian Street
                                             Indianapolis, Indiana 46202-1496
                                             Attention:  Steven Schein
                                             Telephone:      317-321-0561
                                             FAX:            317-321-0747
Commitments
-----------

    $35,000,000                       BANK ONE, INDIANA, N.A.
                                      individually and as Administrative Agent


                                      By: /s/ William D. Herrick
                                         ---------------------------------------
                                      Title: Senior Vice President
                                            ------------------------------------
                                             One Indiana Square
                                             Indianapolis, Indiana 46266

                                             Attention:  William D. Herrick
                                             Telephone:      317-266-5937
                                             FAX:            317-266-6042

<PAGE>



    $35,000,000                       ABN AMRO BANK N.V.,
                                      individually and as Syndication Agent


                                      By: /s/ Mark R. Lasek
                                         ---------------------------------------
                                      Title: Group Vice President
                                            ------------------------------------

                                      By: /s/ Robert E. Lee IV
                                         ---------------------------------------
                                      Title: Assistant Vice President
                                            ------------------------------------
                                             135 South LaSalle Street
                                             Chicago, Illinois 60603

                                             Attention:       Mark Lasek
                                             Telephone:       (312) 904-2074
                                             FAX:             (312) 904-1466


    $30,000,000                       NATIONAL CITY BANK OF INDIANA
                                      individually and as Documentation Agent


                                      By: /s/ William E. Kennedy
                                         ---------------------------------------
                                      Title: V.P.
                                            ------------------------------------
                                            One National City Center, Suite 200E
                                            Indianapolis, Indiana 46255

                                            Attention:      William E. Kennedy
                                            Telephone:      (317) 267-7066
                                            FAX:    (317) 267-6249

   ----------------
   $100,000,000   TOTAL

<PAGE>

<TABLE>
<CAPTION>


                                PRICING SCHEDULE



            PRICING                      LEVEL I               LEVEL II             LEVEL III             LEVEL IV
                                         STATUS                 STATUS               STATUS                STATUS
------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                   <C>                  <C>
     Applicable Margin for                0.17%                 0.20%                 0.25%                0.30%
      Eurodollar Advances
------------------------------------------------------------------------------------------------------------------
     Applicable Margin for                0.00%                 0.00%                 0.00%                0.00%
         Floating Rate
           Advances
------------------------------------------------------------------------------------------------------------------
      Applicable Fee Rate                 0.08%                 0.10%                 0.15%                0.20%
==================================================================================================================

</TABLE>

          The  Applicable  Margin for  Eurodollar  Advances  and the  Applicable
Margin for Floating  Rate  Advances  set forth above will be  increased  (in all
Levels) (i) by 0.05% at any time that the  principal  amount of all  outstanding
Advances exceeds 33% of the Aggregate Commitment and (ii) by an additional 0.05%
(for a total  increase  of 0.10%) at any time that the  principal  amount of all
outstanding Advances exceeds 66% of the Aggregate Commitment.

          For the  purposes  of this  Schedule,  the  following  terms  have the
following meanings, subject to the final paragraph of this Schedule:

          "Level I Status"  exists at any date if, on such date,  the Borrower's
Moody's Rating is Aa3 or better or the Borrower's S&P Rating is AA- or better.

          "Level  II  Status"  exists  at any date  if,  on such  date,  (i) the
Borrower has not  qualified for Level I Status and (ii) the  Borrower's  Moody's
Rating is A2 or better or the Borrower's S&P Rating is A or better.

          "Level  III  Status"  exists  at any date if,  on such  date,  (i) the
Borrower  has not  qualified  for Level I Status or Level II Status and (ii) the
Borrower's Moody's Rating is Baa1 or better or the Borrower's S&P Rating is BBB+
or better.

          "Level IV Status"  exists at any date if, on such date,  the  Borrower
has not qualified for Level I Status, Level II Status or Level III Status.

          "Moody's  Rating"  means,  at any time,  the credit  rating  issued by
Moody's  and then in effect  with  respect to the  Borrower's  senior  unsecured
long-term debt securities without third- party credit enhancement.

<PAGE>



          "S&P Rating"  means,  at any time, the credit rating issued by S&P and
then in effect with respect to the Borrower's  senior  unsecured  long-term debt
securities without third-party credit enhancement.

          "Status"  means  either  Level I Status,  Level II  Status,  Level III
Status or Level IV Status.

          The  Applicable  Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as determined
from its  then-current  Moody's and S&P Ratings.  The credit rating in effect on
any date for the  purposes  of this  Schedule  is that in effect at the close of
business on such date.  If at any time the Borrower has no Moody's  Rating or no
S&P Rating,  Level IV Status shall exist. If the Borrower is split rated and the
rating  differential is two credit rating levels or more, then the  intermediate
credit  rating at the midpoint  (or, if there is no midpoint,  the  intermediate
credit rating immediately above the midpoint) shall apply.

<PAGE>



                                   SCHEDULE 1

                                      LIENS
                          (See Sections 5.13 and 6.11)

                                    - NONE -






<PAGE>



                                    EXHIBIT A
                                 FORM OF OPINION



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

Ladies and Gentlemen:

          We have acted as special  counsel for Indiana Gas  Company,  Inc.,  an
Indiana  corporation  (the  "Borrower"),  in  connection  with the execution and
delivery  of a  Credit  Agreement  dated  as  of  March  8,  1999  (the  "Credit
Agreement")  among the Borrower,  various  financial  institutions and Bank One,
Indiana, N.A., as Administrative Agent. This opinion letter is being provided to
you pursuant to Section 4.1(v) of the Credit  Agreement.  All capitalized  terms
used in this opinion  letter and not  otherwise  defined shall have the meanings
ascribed to them in the Credit Agreement.

          For the purpose of rendering this opinion letter, we have examined (i)
the Credit Agreement and the Notes (hereinafter  collectively referred to as the
"Loan  Documents");  (ii) the corporate  proceedings  pursuant to which the Loan
Documents were approved and authorized; and (iii) such records, certificates and
other  documents and such  questions of law as we have  considered  necessary or
appropriate for the purpose of rendering the opinions set forth below.

          For purposes of  rendering  this opinion  letter,  we have,  with your
consent and without investigation, assumed:

                  (a) the  genuineness  of the  signatures of all persons (other
         than the Borrower) signing the Loan Documents;

                  (b) the authority of the persons  executing the Loan Documents
         on behalf of the parties thereto (other than the Borrower);

                  (c)  the  authenticity  of all  documents  submitted  to us as
         originals;

                  (d) the accuracy and  completeness of all corporate and public
         documents and records made available to us;

                  (e) the  conformity  to  authentic  original  documents of all
         documents  submitted  to  us as  certified,  conformed  or  photostatic
         copies;

                  (f) the  due  authorization,  execution  and  delivery  of the
         Credit Agreement by the parties thereto (other than the Borrower); and

<PAGE>



                  (g) that the Credit  Agreement is binding upon all the parties
         thereto  (other than the Borrower) and that all parties  thereto (other
         than the Borrower) will act in accordance with the terms and provisions
         thereof.

         In addition, we have assumed that:

                  (i)  all   decisional   authorities,   statutes,   rules   and
         regulations  comprising  the  applicable  law for which we are assuming
         responsibility are published or otherwise generally accessible, in each
         case in a manner generally available to lawyers practicing in the State
         of Indiana; and

                  (ii) routine procedural matters, such as service of process or
         qualification to do business in the jurisdiction,  will be satisfied by
         the party seeking to enforce any of the Loan Documents.

          Based upon the  foregoing,  and subject to the  qualifications  stated
herein, we are of the opinion that:

          1. Each of the  Borrower and each  Subsidiary  is a  corporation  duly
organized and validly  existing under the laws of the State of Indiana.  Neither
the Borrower nor any  Subsidiary  is qualified to do business in any state other
than Indiana.

         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; or

                  (b) violate (i) the Borrower's or any Subsidiary's articles of
         incorporation  or by-laws,  (ii) any law,  rule,  regulation or, to our
         knowledge,  any  order,  writ,  judgment,  injunction,  decree or award
         binding on the Borrower or any  Subsidiary,  or (iii) to our knowledge,
         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.

         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.

<PAGE>



         4. Except as set forth in the '34 Act Reports,  to our knowledge  there
is no litigation, arbitration, governmental investigation, proceeding or inquiry
pending or threatened against the Borrower or any Subsidiary 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
Subsidiaries,  is  required  to be  obtained  by  the  Borrower  or  any  of its
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.

         Our opinions are subject to the following  assumptions,  qualifications
and limitations:

         A.  Whenever any  statement in this opinion  letter is qualified by the
phrase "to our knowledge,"  such phrase is intended to mean the actual knowledge
of  information  by the  lawyers  in our firm who have given  substantive  legal
attention to matters on behalf of the Borrower in the six months  preceding  the
date of this opinion letter,  but does not include other  information that might
be revealed if there were to be undertaken a canvass of all lawyers in our firm,
a general  search of our files or any other type of  independent  investigation.
Moreover, we have not undertaken any independent  investigation to determine the
accuracy or completeness of such knowledge, and any limited inquiries made by us
should  not  be  regarded  as  such  an   investigation.   Any  certificates  or
representations  obtained  by us from  officers  of the  Borrower or others with
respect  to such  opinions  have  been  relied  upon by us  without  independent
verification.

         B. This  opinion  letter is limited to the current  Federal laws of the
United  States and the current  internal  laws of the State of Indiana  (without
giving  effect  to any  conflict  of law  principles  thereof)  and we have  not
considered, and express no opinion on, the laws of any other jurisdiction.

         C. This opinion  letter is dated and speaks as of the date  hereof.  We
have no obligation to update or  supplement  this opinion  letter to reflect any
facts or circumstances that may hereafter come to our attention.

         D.  Whenever we have  stated we assumed  any matter,  it is intended to
indicate that we have assumed such matter without making any factual,  legal, or
other inquiry or  investigation,  and without  expressing any opinion or stating
any conclusion of any kind  concerning  such matter (but, to our  knowledge,  no
assumption made herein is inaccurate or unreasonable).

<PAGE>


         E. The only opinions intended to be provided herein are those which are
expressly stated herein and no opinions by implication are intended or given.

         This opinion letter may be relied upon by the Administrative Agent, the
Lenders and their respective successors,  participants and assignees. Subject to
the foregoing,  this Opinion  Letter may be relied upon only in connection  with
the  transactions  contemplated  by the Credit  Agreement and may not be used or
relied upon by the  Administrative  Agent,  such Lenders or any other person for
any other purpose whatsoever.

                                          Very truly yours,

<PAGE>



                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE



To:       The Lenders parties to the
          Credit Agreement described below

          This  Compliance  Certificate  is  furnished  pursuant  to the  Credit
Agreement dated as of March 8, 1999 (as amended,  modified,  renewed or extended
from time to time,  the  "Agreement")  among  Indiana  Gas  Company,  Inc.  (the
"Borrower"),  the  lenders  party  thereto  and  Bank  One,  Indiana,  N.A.,  as
Administrative   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; and

          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.

          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:


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

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

         -----------------------------------------------------------------------
<PAGE>



         The foregoing  certifications,  together with the financial  statements
delivered with this  Certificate in support hereof,  are made and delivered this
________ day of _________________, ____.



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


<PAGE>



                                   SCHEDULE I

                            TO COMPLIANCE CERTIFICATE

                      Reports and Deliveries Currently Due


<PAGE>



                                    EXHIBIT C

                              ASSIGNMENT AGREEMENT

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

         1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement
(as  amended,  modified,  renewed or  extended  from time to time,  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  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  relating  to the  facilities  listed in Item 3 of
Schedule 1 and the other Loan Documents.  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  Administrative
Agent)  after a Notice of  Assignment  substantially  in the form of Exhibit "I"
attached hereto has been delivered to the  Administrative  Agent. Such Notice of
Assignment   must  include  any  consents   required  to  be  delivered  to  the
Administrative Agent by Section 12.3.1 of the Credit Agreement. 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 under Sections 4 and 5 hereof are not made on
the  proposed  Effective  Date.  The  Assignor  will notify the  Assignee of the
proposed  Effective  Date no later than the  Business  Day prior to the proposed
Effective Date. As of the Effective Date, (i) the Assignee shall have the rights
and  obligations of a Lender under the Loan Documents with respect to the rights
and obligations  assigned to the Assignee  hereunder and (ii) the Assignor shall
relinquish its rights and be released from its  corresponding  obligations under
the Loan  Documents with respect to the rights and  obligations  assigned to the
Assignee hereunder.

         4. PAYMENT  OBLIGATIONS.  On and after the Effective Date, the Assignee
shall be  entitled  to receive  from the  Administrative  Agent all  payments of
principal,  interest and fees with respect to the interest assigned hereby.  The
Assignee shall advance funds directly to the  Administrative  Agent with respect
to all Loans and reimbursement payments made on or after the Effective Date with
respect to the interest  assigned hereby.  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.

         5. FEES PAYABLE BY THE ASSIGNEE. The Assignee shall pay to the Assignor
a fee on each day on which a payment of interest or facility  fees is made under
the Credit  Agreement  with  respect to the  amounts  assigned  to the  Assignee
hereunder  (other than a payment of  interest  or  facility  fees for the period
prior to the  Effective  Date or, in the case of Fixed Rate  Loans,  the Payment
Date,  which the Assignee is  obligated  to deliver to the Assignor  pursuant to
Section 4 hereof).  The amount of such fee shall be the  difference  between (i)
the interest or fee, as applicable, paid with respect to the amounts assigned to
the Assignee hereunder and (ii) the interest or fee, as applicable,  which would
have been paid with respect to the amounts assigned to the Assignee hereunder if
each interest rate was of 1% less than the interest rate paid by the Borrower or
if the facility  fee was of 1% less than the facility fee paid by the  Borrower,
as applicable.  In addition, the Assignee agrees to pay % of the recordation fee
required  to be  paid  to the  Administrative  Agent  in  connection  with  this
Assignment Agreement.

         6.  REPRESENTATIONS  OF THE  ASSIGNOR;  LIMITATIONS  ON THE  ASSIGNOR'S
LIABILITY.  The  Assignor  represents  and  warrants  that it is the  legal  and
beneficial  owner of the interest  being  assigned by it hereunder and that such
interest is free and clear of any adverse claim  created by the Assignor.  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 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  Administrative  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
Administrative  Agent to take such action as agent on its behalf and to exercise
such powers  under the Loan  Documents as are  delegated  to the  Administrative
Agent  by the  terms  thereof,  together  with  such  powers  as are  reasonably
incidental  thereto,  (iv) 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,  (v)  agrees  that  its  payment
instructions  and  notice  instructions  are as set forth in the  attachment  to
Schedule  1, (vi)  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,  (vii)
confirms  that it is an Eligible  Assignee,  **[and  (viii)  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]**.**

**to be  inserted  if the  Assignee  is not  incorporated  under the laws of the
United States, or a state thereof.

         8.  INDEMNITY.  The Assignee  agrees to indemnify and hold the Assignor
harmless  against any and all losses,  costs 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.

         9. SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall
have the right pursuant to Section 12.3.1 of the Credit  Agreement to assign the
rights  which are  assigned to the  Assignee  hereunder to any entity or person,
provided  that (i) any such  subsequent  assignment  does not violate any of the
terms and conditions of the Loan Documents or any law, rule, regulation,  order,
writ,  judgment,  injunction or decree and that any consent  required  under the
terms of the Loan  Documents has been obtained and (ii) unless the prior written
consent of the Assignor is obtained,  the Assignee is not thereby  released from
its obligations to the Assignor hereunder, if any remain unsatisfied, including,
without limitation, its obligations under Sections 4, 5 and 8 hereof.

         10.  REDUCTIONS  OF  AGGREGATE  COMMITMENT.  If  any  reduction  in the
Aggregate  Commitment  occurs between the date of this Assignment  Agreement and
the Effective  Date, the percentage  interest  specified in Item 3 of Schedule 1
shall remain the same,  but the dollar amount  purchased  shall be  recalculated
based on the reduced Aggregate Commitment.

         11. ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice
of Assignment embody the entire agreement and understanding  between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.


<PAGE>



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

         13. 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.

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


                                      **[NAME OF ASSIGNOR]**



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

                                      **[NAME OF ASSIGNEE]**



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


<PAGE>



                                   SCHEDULE 1

                             to Assignment Agreement

1. Description and Date of Credit Agreement:  Credit Agreement dated as of March
8, 1999 among Indiana Gas Company, Inc. various financial  institutions and Bank
One, Indiana, N.A., as administrative agent.

2. Date of Assignment Agreement: _____________, ____

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

         a.       Total of Commitments
                  (Loans)** under
                  Credit Agreement                   $
                                                      --------

         b.       Assignee's Percentage
                  of each Facility purchased
                  under the Assignment
                  Agreement***                               %
                                                     --------

         c.       Amount of Assigned Share in
                  each Facility purchased under
                  the Assignment
                  Agreement                          $
                                                      --------

4.       Assignee's Aggregate (Loan
         Amount)**  Commitment Amount
         Purchased Hereunder:                                 $
                                                                --------

5.       Proposed Effective Date:                             ------------


Accepted and Agreed:

**[NAME OF ASSIGNOR]**                           **[NAME OF ASSIGNEE]**
By:                                              By:
    ----------------------------                    ----------------------------
Title:                                           Title:
       -------------------------                       -------------------------



**       If a Commitment has been terminated,  insert outstanding Loans in place
         of Commitment

***      Percentage taken to 10 decimal places


<PAGE>



                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.:                                    Telex No.:
         ---------------------------------            --------------------------
                                            Answerback:
                                                       -------------------------
Payment Information:
-------------------

Name & ABA # of Destination Bank:
                                 -----------------------------------------------

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

Account Name & Number for Wire Transfer:
                                        ----------------------------------------

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

Other Instructions:
                   -------------------------------------------------------------

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

Address for Notices for Assignor:
                                 -----------------------------------------------

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

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



                              ASSIGNEE INFORMATION

Credit Contact:
--------------

Name:                                       Telephone No.:
     -------------------------------------                ----------------------
Fax No.:                                    Telex No.:
         ---------------------------------            --------------------------
                                            Answerback:
                                                       -------------------------


<PAGE>



Key Operations Contacts:
-----------------------

Booking Installation:                    Booking Installation:
                     --------------------                     ------------------
Name:                                    Name:
     ------------------------------------     ----------------------------------
Telephone No.:                           Telephone No.:
              ---------------------------              -------------------------
Fax No.:                                 Fax No.:
         --------------------------------        -------------------------------
Telex No.:                               Telex No.:
           ------------------------------          -----------------------------
Answerback:                              Answerback:
           ------------------------------           ----------------------------

Payment Information:
-------------------

Name & ABA # of Destination Bank:
                                 -----------------------------------------------

--------------------------------------------------------------------------------
Account Name & Number for Wire Transfer:
                                        ----------------------------------------

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

Other Instructions:
                   -------------------------------------------------------------

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

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

Address for Notices for Assignee:
                                 -----------------------------------------------

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

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

<PAGE>



                              BANK ONE INFORMATION

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


Initial Funding Contact:                     Subsequent Operations Contact:
-----------------------                      -----------------------------

Name:                                        Name:
      ------------------------------              ------------------------------
Telephone No.:                               Telephone No.:
               ---------------------                       ---------------------
Fax No.:                                  Fax No.:
         ---------------------------              ------------------------------
                                       Bank One Telex No.:
                                                          ----------------------

Initial Funding Standards:
-------------------------

Libor - Fund 2 days after rates are set.


Bank One Wire Instructions:
--------------------------


Address for Notices for BankOne:
-------------------------------



<PAGE>



                                   EXHIBIT "I"
                             to Assignment Agreement

                                     NOTICE
                                  OF ASSIGNMENT

                                                       __________________, _____



To:        Indiana Gas Company, Inc.

           Bank One, Indiana, N.A.


From:      **[NAME OF ASSIGNOR]** (the "Assignor")

           **[NAME OF ASSIGNEE]** (the "Assignee")


         1. We refer to that Credit Agreement (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. This Notice of Assignment  (this "Notice") is given and delivered to
the  Borrower and the  Administrative  Agent  pursuant to Section  12.3.2 of the
Credit Agreement.

         3. The  Assignor  and the  Assignee  have  entered  into an  Assignment
Agreement,  dated as of , _____ (the  "Assignment"),  pursuant  to which,  among
other things, the Assignor has sold, assigned,  delegated and transferred to the
Assignee, and the Assignee has purchased, accepted and assumed from the Assignor
the percentage  interest  specified in Item 3 of Schedule 1 of all outstandings,
rights and  obligations  under the Credit  Agreement  relating to the facilities
listed in Item 3 of Schedule 1. The Effective  Date of the  Assignment  shall be
the later of the date specified in Item 5 of Schedule 1 or two Business Days (or
such shorter period as agreed to by the Administrative  Agent) after this Notice
of Assignment  and any consents and fees required by Sections  12.3.1 and 12.3.2
of the  Credit  Agreement  have  been  delivered  to the  Administrative  Agent,
provided  that the  Effective  Date shall not occur if any  condition  precedent
agreed to by the Assignor and the Assignee has not been satisfied.

*To be included only if consent must be obtained  from the Borrower  pursuant to
Section 12.3.1 of the Credit Agreement.

         4. The Assignor  and the  Assignee  hereby give to the Borrower and the
Administrative Agent notice of the assignment and delegation referred to herein.
The Assignor will confer with the Administrative Agent before the date specified
in Item 5 of Schedule 1 to determine  if the  Assignment  Agreement  will become
effective  on such date  pursuant to Section 3 hereof,  and will confer with the
Administrative  Agent to  determine  the  Effective  Date  pursuant to Section 3
hereof if it occurs  thereafter.  The Assignor  shall notify the  Administrative
Agent if the  Assignment  Agreement  does not become  effective  on any proposed
Effective  Date as a result of the failure to satisfy the  conditions  precedent
agreed to by the Assignor and the Assignee. At the request of the Administrative
Agent, the Assignor will give the Administrative  Agent written  confirmation of
the satisfaction of the conditions precedent.

         5. The Assignor or the Assignee shall pay to the  Administrative  Agent
on or before the Effective Date the processing fee of $3,500 required by Section
12.3.2 of the Credit Agreement.

         6. If Notes are outstanding on the Effective Date, the Assignor and the
Assignee request and direct that the Administrative  Agent prepare and cause the
Borrower to execute and deliver new Notes or, as appropriate, replacement notes,
to the Assignor and the Assignee. The Assignor and, if applicable,  the Assignee
each agree to deliver to the Administrative  Agent the original Note received by
it from the Borrower upon its receipt of a new Note in the appropriate amount.

         7. The  Assignee  advises  the  Administrative  Agent  that  notice and
payment instructions are set forth in the attachment to Schedule 1.

         8. The Assignee hereby  represents and warrants that none of the funds,
monies,  assets or other  consideration being used to make the purchase pursuant
to the  Assignment 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.

         9. The Assignee authorizes the Administrative Agent to act as its agent
under the Loan  Documents in  accordance  with the terms  thereof.  The Assignee
acknowledges  that the  Administrative  Agent has no duty to supply  information
with  respect to the Borrower or the Loan  Documents  to the Assignee  until the
Assignee becomes a party to the Credit Agreement.*

*May be eliminated if Assignee is a party to the Credit  Agreement  prior to the
Effective Date.

NAME OF ASSIGNOR                            NAME OF ASSIGNEE

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

Title:                                      Title:
       -----------------------------              ------------------------------



<PAGE>



ACKNOWLEDGED **[AND                         ACKNOWLEDGED **[AND
  CONSENTED TO]**                             CONSENTED TO]**
 BY   BANK ONE, INDIANA, N.A.,              BY    INDIANA GAS COMPANY, INC.
      as Administrative Agent

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

               **[Attach photocopy of Schedule 1 to Assignment]**


<PAGE>



                                    EXHIBIT D
                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, Indiana, N.A.
  as  Administrative  Agent  (the  "Administrative   Agent")  under  the  Credit
  Agreement described below.

Re:      Credit  Agreement  dated as of March 8,  1999 (as  amended  or
         modified, the "Credit Agreement"),  among Indiana Gas Company,
         Inc. (the "Borrower"),  various financial institutions and the
         Administrative  Agent.  Capitalized  terms used herein and not
         otherwise  defined  herein  shall have the  meanings  assigned
         thereto in the Credit Agreement.

         The Administrative 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  Administrative  Agent of a specific  written  revocation of such
instructions by the Borrower,  provided,  however, that the Administrative 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)

<PAGE>



                                    EXHIBIT E
                                      NOTE

$
 --------------                                           --------, ------


         INDIANA GAS COMPANY,  INC., an Indiana  corporation  (the  "Borrower"),
promises  to pay  to  the  order  of  ____________________________________  (the
"Lender")  the  lesser of the  principal  sum of  ______________________________
Dollars or 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,
Indiana, N.A., in Indianapolis,  Indiana, as Administrative Agent, together with
interest on the unpaid principal amount hereof at the rates and on the dates set
forth in the Agreement,  all without  relief from any valuation or  appraisement
law. The Borrower shall pay the principal of and accrued and unpaid  interest on
each Loan in full on or before the  Facility  Termination  Date in effect at the
time such Loan was made.

         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 March 8, 1999 (as amended or
modified from time to time, the  "Agreement"),  among the Borrower,  the lenders
party  thereto,   including  the  Lender,  and  Bank  One,  Indiana,   N.A.,  as
Administrative  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.

                                    INDIANA GAS COMPANY, INC.



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


<PAGE>



                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                       NOTE OF INDIANA GAS COMPANY, INC.,
                        PAYABLE TO ____________________,
                           DATED _____________, _____


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



<PAGE>



                                TABLE OF CONTENTS
                                      Page

                                    ARTICLE I
                                   DEFINITIONS.................................1

                                   ARTICLE II
                                  THE CREDITS.................................10
 2.1.   Commitment............................................................10
 2.2.   Required Payments; Termination........................................10
 2.3.   Ratable Loans.........................................................10
 2.4.   Types of Advances.....................................................10
 2.5.   Facility Fee; Reductions in Aggregate Commitment......................10
 2.6.   Minimum Amount of Each Advance........................................11
 2.7.   Optional Principal Payments...........................................11
 2.8.   Method of Selecting Types and Interest Periods for New Advances.......11
 2.9.   Conversion and Continuation of Outstanding Advances...................11
2.10.   Interest Rates, etc...................................................12
2.11.   Rates Applicable After Default........................................12
2.12.   Method of Payment.....................................................13
2.13.   Noteless Agreement; Evidence of Indebtedness..........................13
2.14.   Telephonic Notices....................................................14
2.15.   Interest Payment Dates; Interest and Fee Basis........................14
2.16.   Notification of Advances, Interest Rates, Prepayments and Commitment
        Reductions............................................................14
2.17.   Lending Installations.................................................14
2.18.   Non-Receipt of Funds by the Administrative Agent......................15
2.19.   Extension of Facility Termination Date................................15


                                   ARTICLE III
                              YIELD PROTECTION; TAXES.........................16
 3.1.    Yield Protection.....................................................16
 3.2.    Changes in Capital Adequacy Regulations..............................16
 3.3.    Availability of Types of Advances....................................17
 3.4.    Funding Indemnification..............................................17
 3.5.    Taxes................................................................17
 3.6.    Lender Statements; Survival of Indemnity.............................19

                                   ARTICLE IV
                             CONDITIONS PRECEDENT.............................19
 4.1.    Initial Advance......................................................19
 4.2.    Each Advance.........................................................20

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES.......................20
 5.1.    Existence and Standing...............................................21
 5.2.    Authorization and Validity...........................................21
 5.3.    No Conflict; Government Consent......................................21
 5.4.    Financial Statements.................................................22
 5.5.    Material Adverse Change..............................................22
 5.6.    Taxes................................................................22
 5.7.    Litigation and Contingent Obligations................................22
 5.8.    ERISA................................................................22
 5.9.    Accuracy of Information..............................................23
5.10.    Regulation U.........................................................23
5.11.    Material Agreements..................................................23
5.12.    Compliance With Laws.................................................23
5.13.    Ownership of Properties..............................................23
5.14.    Plan Assets; Prohibited Transactions.................................23
5.15.    Environmental Matters................................................23
5.16.    Investment Company Act...............................................24
5.17.    Public Utility Holding Company Act...................................24
5.18.    Pari Passu Indebtedness..............................................24
5.19.    Year 2000 Problem....................................................24

                                   ARTICLE VI
                                   COVENANTS..................................24
 6.1.    Financial Reporting..................................................24
 6.2.    Use of Proceeds......................................................25
 6.3.    Notice of Default....................................................26
 6.4.    Conduct of Business..................................................26
 6.5.    Taxes................................................................26
 6.6.    Insurance............................................................26
 6.7.    Compliance with Laws.................................................26
 6.8.    Maintenance of Properties............................................26
 6.9.    Inspection...........................................................26
6.10.    Consolidations, Mergers and Sale of Assets...........................27
6.11.    Liens................................................................27
6.12.    Affiliates...........................................................28
6.13.    Maintenance of Indebtedness to Capitalization Ratio..................29
6.14.    Year 2000 Program....................................................29


<PAGE>
                                   ARTICLE VII
                                    DEFAULTS..................................29

                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...............31
 8.1.    Acceleration.........................................................31
 8.2.    Amendments...........................................................31
 8.3.    Preservation of Rights...............................................32

                                   ARTICLE IX
                               GENERAL PROVISIONS.............................32
 9.1.    Survival of Representations..........................................32
 9.2.    Governmental Regulation..............................................32
 9.3.    Headings.............................................................32
 9.4.    Entire Agreement.....................................................32
 9.5.    Several Obligations; Benefits of this Agreement......................32
 9.6.    Expenses; Indemnification............................................33
 9.7.    Numbers of Documents.................................................33
 9.8.    Accounting...........................................................34
 9.9.    Severability of Provisions...........................................33
9.10.    Nonliability of Lenders..............................................33
9.11.    Confidentiality......................................................34
9.12.    Nonreliance..........................................................34

                                    ARTICLE X
                                    THE AGENTS................................35
 10.1.   Appointment; Nature of Relationship..................................35
 10.2.   Powers...............................................................35
 10.3.   General Immunity.....................................................35
 10.4.   No Responsibility for Loans, Recitals, etc...........................35
 10.5.   Action on Instructions of Lenders....................................36
 10.6.   Employment of Administrative Agents and Counsel......................36
 10.7.   Reliance on Documents; Counsel.......................................36
 10.8.   Administrative Agent's Reimbursement and Indemnification.............37
 10.9.   Notice of Default....................................................37
10.10.   Rights as a Lender...................................................37
10.11.   Lender Credit Decision...............................................38
10.12.   Successor Administrative Agent.......................................38
10.13.   Administrative Agent's Fee...........................................39
10.14.   Delegation to Affiliates.............................................39



                                   ARTICLE XI
                           SETOFF; RATABLE PAYMENTS...........................39
 11.1.   Setoff...............................................................39
 11.2.   Ratable Payments.....................................................39

                                  ARTICLE XII
                     BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS........40
 12.1.   Successors and Assigns...............................................40
 12.2.   Participations.......................................................40
         12.2.1.  Permitted Participants; Effect..............................40
         12.2.2.  Voting Rights...............................................40
         12.2.3.  Benefit of Setoff...........................................41
 12.3.   Assignments..........................................................41
         12.3.1.  Permitted Assignments.......................................41
         12.3.2.  Effect; Effective Date......................................41
 12.4.   Dissemination of Information.........................................42
 12.5.   Tax Treatment........................................................42

                                  ARTICLE XIII
                                    NOTICES...................................42

                                   ARTICLE XIV
                                   COUNTERPARTS...............................43

                                   ARTICLE XV
                     CHOICE OF LAW; CONSENT TO JURISDICTION;
                                WAIVER OF JURY TRIAL..........................43
 15.1.   Choice of Law........................................................43
 15.2.   Consent to Jurisdiction..............................................43
 15.3.   Waiver of Jury Trial.................................................44

PRICING SCHEDULE.............................................................P-1

SCHEDULE 1
         LIENS...............................................................P-3

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

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

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

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

EXHIBIT E
         NOTE................................................................E-1



<PAGE>


                                CREDIT AGREEMENT

                                   Arranged by

                       FIRST CHICAGO CAPITAL MARKETS, INC.

                            Dated as of March 8, 1999

                                      among

                           INDIANA GAS COMPANY, INC.,

                                CERTAIN LENDERS,

                               ABN AMRO BANK N.V.,

                              as Syndication Agent,

                         NATIONAL CITY BANK OF INDIANA,

                             as Documentation Agent,

                                       and

                            BANK ONE, INDIANA, N.A.,

                             as Administrative Agent