<PAGE>

                                                                  Exhibit (4)-24
                                                              Unicom Corporation
                                                      Form 10-K File No. 1-11375

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

                               CREDIT AGREEMENT

                         DATED AS OF DECEMBER 17, 1999

                                     AMONG

                           UNICOM ENTERPRISES INC.,
                                 AS BORROWER,

                                  THE LENDERS
                                 PARTY HERETO,

                                 BANK ONE, NA,
                     AS ARRANGER AND ADMINISTRATIVE AGENT,

                           THE CHASE MANHATTAN BANK,
                             AS SYNDICATION AGENT,

                                CITIBANK, N.A.,
                            AS DOCUMENTATION AGENT

                                      AND

                        BANC ONE CAPITAL MARKETS, INC.,
                     AS LEAD ARRANGER AND SOLE BOOK RUNNER


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

                               TABLE OF CONTENTS


                             ARTICLE I DEFINITIONS

                  ARTICLE II THE CREDIT EXTENSIONS
<TABLE>
<S>               <C>                                                             <C>
 SECTION 2.01.    Commitment.....................................................  13
 SECTION 2.02.    Required Payments; Termination.................................  13
 SECTION 2.03.    Ratable Loans..................................................  13
 SECTION 2.04.    Types of Advances..............................................  13
 SECTION 2.05.    Commitment Fee; Reductions in Aggregate Commitment.............  13
 SECTION 2.06.    Minimum Amount of Each Advance.................................  13
 SECTION 2.07.    Optional Principal Payments....................................  14
 SECTION 2.08.    Method of Selecting Types and Interest Periods for New Advances  14
 SECTION 2.09.    Conversion and Continuation of Outstanding Advances............  14
 SECTION 2.10.    Changes in Interest Rate, etc..................................  15
 SECTION 2.11.    Rates Applicable After Default.................................  15
 SECTION 2.12.    Method of Payment..............................................  15
 SECTION 2.13.    Noteless Agreement; Evidence of Indebtedness...................  16
 SECTION 2.14.    Telephonic Notices.............................................  16
 SECTION 2.15.    Interest Payment Dates; Interest and Fee Basis.................  17
 SECTION 2.16.    Notification of Advances, Interest Rates, Prepayments,
                  Modifications and Commitment Reductions........................  17
 SECTION 2.17.    Lending Installations..........................................  17
 SECTION 2.18.    Non-Receipt of Funds by the Agent..............................  17
 SECTION 2.19.    Facility LCs...................................................  18
 SECTION 2.20.    Extension of Facility Termination Date.........................  22
 SECTION 2.21.    Replacement of Lender..........................................  22

                      ARTICLE III YIELD PROTECTION; TAXES

 SECTION 3.01.    Yield Protection...............................................  23
 SECTION 3.02.    Changes in Capital Adequacy Regulations........................  24
 SECTION 3.03.    Availability of Types of Advances..............................  25
 SECTION 3.04.    Funding Indemnification........................................  25
 SECTION 3.05.    Taxes..........................................................  25
 SECTION 3.06.    Lender Statements; Survival of Indemnity.......................  27

                        ARTICLE IV CONDITIONS PRECEDENT

 SECTION 4.01.    Initial Credit Extension.......................................  27
 SECTION 4.02.    Each Credit Extension..........................................  29

                   ARTICLE V REPRESENTATIONS AND WARRANTIES

 SECTION 5.01.    Existence and Standing.........................................  29
 SECTION 5.02.    Authorization..................................................  29
 SECTION 5.03.    Governmental Approval..........................................  30
</TABLE>
<PAGE>

<TABLE>
<S>               <C>                                                             <C>
 SECTION 5.04.    Validity.......................................................  30
 SECTION 5.05.    Financial Statements...........................................  30
 SECTION 5.06.    Litigation.....................................................  30
 SECTION 5.07.    Exchange Act...................................................  30
 SECTION 5.08.    Regulation U...................................................  30
 SECTION 5.09.    Government Regulations.........................................  30
 SECTION 5.10.    Taxes..........................................................  31
 SECTION 5.11.    ERISA..........................................................  31
 SECTION 5.12.    Accuracy of Information........................................  31
 SECTION 5.13.    Public Utility Holding Company Act; Investment Company Act.....  31
 SECTION 5.14.    Year 2000......................................................  31

                             ARTICLE VI COVENANTS

 SECTION 6.01.    Reporting Requirements.........................................  32
 SECTION 6.02.    Preservation of Corporate Existence, Etc.......................  34
 SECTION 6.03.    Compliance with Laws, Etc......................................  34
 SECTION 6.04.    Maintenance of Insurance, Etc..................................  34
 SECTION 6.05.    Inspection Rights..............................................  34
 SECTION 6.06.    Maintaining of Books...........................................  34
 SECTION 6.07.    Maintenance of Properties......................................  35
 SECTION 6.08.    Taxes and Liabilities..........................................  35
 SECTION 6.09.    Use of Proceeds................................................  35
 SECTION 6.10.    ERISA..........................................................  35
 SECTION 6.11.    Year 2000......................................................  35
 SECTION 6.12.    Borrower Stock.................................................  35
 SECTION 6.13.    Indebtedness...................................................  36
 SECTION 6.14.    Investments in Other Persons...................................  36
 SECTION 6.15.    Distributions..................................................  36
 SECTION 6.16.    Liens, Etc.....................................................  36
 SECTION 6.17.    Mergers; Sale of Assets; Etc...................................  37
 SECTION 6.18.    Other Agreements...............................................  38
 SECTION 6.19.    Regulation U...................................................  38
 SECTION 6.20.    Transactions with Affiliates...................................  38

                             ARTICLE VII DEFAULTS

 ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
 SECTION 8.01.    Acceleration; Facility LC Collateral Account...................  41
 SECTION 8.02.    Amendments.....................................................  43
 SECTION 8.03.    Preservation of Rights.........................................  43

                         ARTICLE IX GENERAL PROVISIONS

 SECTION 9.01.    Survival of Representations....................................  44
 SECTION 9.02.    Governmental Regulation........................................  44
 SECTION 9.03.    Headings.......................................................  44
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>               <C>                                                             <C>

 SECTION 9.04.    Entire Agreement...............................................  44
 SECTION 9.05.    Several Obligations; Benefits of this Agreement................  44
 SECTION 9.06.    Expenses; Indemnification......................................  44
 SECTION 9.07.    Numbers of Documents...........................................  45
 SECTION 9.08.    Accounting.....................................................  45
 SECTION 9.09.    Severability of Provisions.....................................  45
 SECTION 9.10.    Nonliability of Lenders........................................  45
 SECTION 9.11.    Confidentiality................................................  46
 SECTION 9.11.    Confidentiality TC.............................................  46
 SECTION 9.12.    Nonreliance....................................................  46
 SECTION 9.13.    Disclosure.....................................................  46

                              ARTICLE X THE AGENT

 SECTION 10.01.   Appointment; Nature of Relationship............................  46
 SECTION 10.02.   Powers.........................................................  47
 SECTION 10.03.   General Immunity...............................................  47
 SECTION 10.04.   No Responsibility for Loans, Recitals, Etc.....................  47
 SECTION 10.05.   Action on Instructions of Lenders..............................  47
 SECTION 10.06.   Employment of Agents and Counsel...............................  47
 SECTION 10.07.   Reliance on Documents; Counsel.................................  48
 SECTION 10.08.   Agent's Reimbursement and Indemnification......................  48
 SECTION 10.09.   Notice of Default..............................................  48
 SECTION 10.10.   Rights as a Lender.............................................  48
 SECTION 10.11.   Lender Credit Decision.........................................  49
 SECTION 10.12.   Successor Agent................................................  49
 SECTION 10.13.   Agent's Fee....................................................  49
 SECTION 10.14.   Delegation to Affiliates.......................................  50
 SECTION 10.15.   Documentation Agent, Syndication Agent, Etc....................  50

                      ARTICLE XI SETOFF; RATABLE PAYMENTS

 SECTION 11.01.    Setoff........................................................  50
 SECTION 11.02.    Ratable Payments..............................................  50

 ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

 SECTION 12.01.    Successors and Assigns........................................  50
 SECTION 12.02.    Participations................................................  51
 SECTION 12.03.    Assignments...................................................  52
 SECTION 12.04.    Dissemination of Information..................................  53
 SECTION 12.05.    Tax Treatment.................................................  53

                             ARTICLE XIII NOTICES

 SECTION 13.01.    Notices.......................................................  53
 SECTION 13.02.    Change of Address.............................................  53
</TABLE>

                                      iii
<PAGE>

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

 ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
 SECTION 15.01.    CHOICE OF LAW.................................................  54
 SECTION 15.02.    CONSENT TO JURISDICTION.......................................  54
 SECTION 15.03.    WAIVER OF JURY TRIAL..........................................  54
</TABLE>

PRICING SCHEDULE
SCHEDULE I - LIST OF COMMITMENTS
EXHIBIT A - FORM OF OPINION
EXHIBIT B - COMPLIANCE CERTIFICATE
EXHIBIT C - ASSIGNMENT AGREEMENT
EXHIBIT D - LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION
EXHIBIT E - NOTE
EXHIBIT F - GUARANTY
EXHIBIT G - TERMS OF SUBORDINATION

                                      iv
<PAGE>


                               CREDIT AGREEMENT

     This Agreement, dated as of December 17, 1999 is among Unicom Enterprises
Inc., the Lenders and Bank One, NA, a national banking association having its
principal office in Chicago, Illinois, as Agent. The parties hereto agree as
follows:


                                   ARTICLE I
                                  DEFINITIONS

     As used in this Agreement:

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

          "Affiliate" means, with respect to any Person, any other Person
     directly or indirectly controlling (including but not limited to all
     directors and officers of such Person), controlled by, or under direct or
     indirect common control with such Person.  A Person shall be deemed to
     control another entity if such Person possesses, directly or indirectly,
     the power to direct or cause the direction of the management and policies
     of such entity, whether through the ownership of voting securities, by
     contract, or otherwise.

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

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

          "Aggregate Outstanding Amount" means, at any time, the aggregate of
     the Outstanding Credit Exposure of all the Lenders.

          "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 Corporate Base Rate for such day and (ii)
     the sum of the Federal Funds Effective Rate for such day plus 1/2% per
     annum.

          "Applicable Fee Rate" means, at any time, the percentage rate per
     annum at which the Commitment Fee or the LC Fee is accruing on the unused
     portion of the Aggregate Commitment or the undrawn stated amount of the
     Facility LCs (as the case may be) at such time as set forth in the Pricing
     Schedule.
<PAGE>

          "Applicable Law" means, with respect to any matter or Person, any law,
     rule, regulation, order, decree, or other requirement having the force of
     law relating to such matter or Person and, where applicable, any
     interpretation thereof by any authority having jurisdiction with respect
     thereto or charged with the administration thereof.

          "Applicable Margin" means, for any Eurodollar Advance or any Floating
     Rate Advance, (i) on any date the Utilization Percentage equals or is less
     than 33-1/3%, the Eurodollar Rate or Floating Rate percentage per annum set
     forth on the Pricing Schedule in the columns identified as Level 1, Level
     2, Level 3 and Level 4, and (ii) on any date the Utilization Percentage
     exceeds 33-1/3%, the Utilized Eurodollar Rate or Utilized Floating Rate
     percentage per annum set forth on the Pricing Schedule in the columns
     identified as Level 1, Level 2, Level 3 and Level 4.

          "Arranger" means Banc One Capital Markets, Inc., a Delaware
     corporation, and its successors, in its capacity as Lead Arranger and Book
     Runner.

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

          "Authorized Officer" means any of the Chairman, the President, the
     Chief Financial Officer, the Treasurer or any Assistant Treasurer of the
     Borrower or Guarantor, acting singly.

          "Available Aggregate Commitment" means, at any time, the Aggregate
     Commitment then in effect minus the Aggregate Outstanding Amount at such
     time.

          "Bank One" means Bank One, NA, a national banking association having
     its principal office in Chicago, Illinois, in its individual capacity, and
     its successors.

          "Borrower" means Unicom Enterprises Inc., an Illinois corporation, and
     its successors and assigns.

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

          "Borrowing Notice" is defined in Section 2.08.

          "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 and New York for the
     conduct of substantially all of their commercial lending activities,
     interbank wire transfers can be made on the Fedwire system and 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 New York for the conduct of
     substantially all of their commercial lending activities and interbank wire
     transfers can be made on the Fedwire system.

                                       2
<PAGE>

          "Capitalized Lease" means, with respect to any Person, any lease
     which, in accordance with GAAP, has been, or should be, recorded as a
     capitalized lease in such Person's financial statements.

          "Change of Control" is defined in Section 7.13.

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

          "Collateral Shortfall Amount" is defined in Section 8.01.

          "Commitment" means, for each Lender, the obligation of such Lender to
     make Loans to, and participate in Facility LCs issued upon the application
     of, the Borrower in an aggregate amount not exceeding the amount set forth
     on Schedule I hereto or as set forth in any assignment that has become
     effective pursuant to Section 12.03(b), as such amount may be modified from
     time to time pursuant to the terms hereof.

          "Commitment Fee" is defined in Section 2.05.

          "Commonwealth" means Commonwealth Edison Company, an Illinois
     corporation.

          "Contingent Obligation" means, as to any Person, the undrawn face
     amount of any letters of credit issued for the account of such Person and
     shall also mean any monetary obligation of such Person guaranteeing or in
     effect guaranteeing any Indebtedness, leases, dividends, letters of credit,
     or other obligations ("primary obligations") of any other Person (the
     "primary obligor") in any manner, whether directly or indirectly,
     including, without limitation, any obligation of such Person, whether or
     not contingent, (a) to purchase any such primary obligation or any property
     constituting direct or indirect security therefor, (b) to advance or supply
     funds (i) for the purchase or payment of any such primary obligation or
     (ii) to maintain working capital or equity capital of the primary obligor
     or otherwise to maintain the net worth or solvency of the primary obligor,
     (c) to purchase property, securities, or services primarily for the purpose
     of assuring the obligee under any such primary obligation of the ability of
     the primary obligor to make payment of such primary obligation, or (d)
     otherwise to assure or hold harmless the obligee under such primary
     obligation against loss in respect thereof; provided, however, that the
     term Contingent Obligation shall not include endorsements of instruments
     for deposit or collection in the ordinary course of business.  The amount
     of any Contingent Obligation shall be deemed to be an amount equal to the
     stated or determinable amount of the primary obligation or, where such
     Contingent Obligation is specifically limited to a portion of any such
     primary obligation, that portion to which it is limited or, if not stated
     or determinable, the maximum reasonably anticipated liability in respect
     thereof (assuming such Person is required to perform thereunder) as
     determined by such Person in good faith.  For purposes of computing the
     consolidated Indebtedness of any Person, the amount of any primary
     obligation of any Subsidiary of such Person and the amount of any
     Contingent Obligation of such Person

                                       3
<PAGE>

     corresponding to such primary obligation shall only be counted once (i.e.,
     without duplication).

          "Conversion/Continuation Notice" is defined in Section 2.09.

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

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

          "Credit Extension" means the making of an Advance or the issuance of a
     Facility LC hereunder.

          "Credit Extension Date" means the Borrowing Date for an Advance or the
     issuance date for a Facility LC or the effective date of any Modification
     to any Facility LC that extends the stated termination date or increases
     the face amount of such Facility LC.

          "Default" means an event described in Article VII.

          "Environmental Laws" means any federal, state or local laws,
     ordinances or codes, rules, orders, or regulations relating to pollution or
     protection of the environment, including, without limitation, laws relating
     to Hazardous Substances, laws relating to reclamation of land and waterways
     and laws relating to emissions, discharges, releases or threatened releases
     of pollutants, contaminants, chemicals, or industrial, toxic or hazardous
     substances or wastes into the environment (including, without limitation,
     ambient air, surface water, ground water, land surface or subsurface
     strata) or otherwise relating to the manufacture, processing, distribution,
     use, treatment, storage, disposal, transport or handling of pollution,
     contaminants, chemicals, industrial or toxic wastes or other Hazardous
     Substances.

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

          "ERISA Affiliate" means, with respect to any Person, any trade or
     business (whether or not incorporated) which is a member of a group of
     which such Person is a member and which is under common control within the
     meaning of the regulations under Section 414(b) or (c) of the Internal
     Revenue Code of 1986, as amended from time to time.

          "ERISA Event" means (i) the occurrence of a reportable event, within
     the meaning of Section 4043 of ERISA, unless the 30-day notice requirement
     with respect thereto has been waived by the PBGC; (ii) the provision by the
     administrator of any Plan of notice of intent to terminate such Plan,
     pursuant to Section 4041(a)(2) of ERISA

                                       4
<PAGE>

     (including any such notice with respect to a plan amendment referred to in
     Section 4041(e) of ERISA); (iii) the cessation of operations at a facility
     in the circumstances described in Section 4062(e) of ERISA; (iv) the
     withdrawal by the Borrower or an ERISA Affiliate of the Borrower from a
     Multiple Employer Plan during a plan year for which it was a "substantial
     employer", as defined in Section 4001(a)(2) of ERISA; (v) the failure by
     the Borrower or an ERISA Affiliate of the Borrower to make a payment to a
     Plan required under Section 302(f)(1) of ERISA, which failure results in
     the imposition of a lien for failure to make required payments; (vi) the
     adoption of an amendment to a Plan requiring the provision of security to
     such Plan, pursuant to Section 307 of ERISA; (vii) the institution by the
     PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA,
     or the occurrence of any event or condition which might reasonably be
     expected to constitute grounds under Section 4042 of ERISA for the
     termination of, or the appointment of a trustee to administer, a Plan; or
     (viii) any withdrawal liability under Section 4201 of ERISA.

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

          "Eurodollar Base Rate" means, with respect to a Eurodollar Advance for
     the relevant Interest Period, the rate at which Bank One 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
     Bank One's Eurodollar Loan and having a maturity equal to such Interest
     Period.

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

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

          "Exchange Act" means the Securities Exchange Act of 1934, and the
     regulations promulgated thereunder, in each case as amended from time to
     time.

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

                                       5
<PAGE>

          "Existing Facility" means the Amended and Restated Credit Agreement,
     dated as of November 15, 1996, as amended, among the Borrower, the banks
     named therein and Citibank, N.A., as agent.

          "Extension Request" is defined in Section 2.20.

          "Facility LC" is defined in Section 2.19(b).

          "Facility LC Application" is defined in Section 2.19(d).

          "Facility LC Collateral Account" is defined in Section 2.19(l).

          "Facility Termination Date" means the 364th calendar day following the
     date hereof or any later date as may be specified as the Facility
     Termination Date in accordance with Section 2.20 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 9:30 a.m. (Chicago time) on such day on such transactions
     received by the Agent from three Federal funds brokers of recognized
     standing selected by the Agent in its sole discretion.

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

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

          "GAAP" means generally accepted accounting principles in the United
     States in effect from time to time.

          "Governmental Approval" means any authorization, consent, approval,
     license, franchise, lease, ruling, tariff, rate, permit, certificate,
     exemption of, or filing or registration with, any governmental authority or
     other legal or regulatory body required in connection with any Loan Party's
     execution, delivery or performance of any Loan Document.

          "Guarantor" means Unicom Corporation, an Illinois corporation.

          "Guaranty" means that certain Guaranty executed by the Guarantor, in
     substantially the form of Exhibit F, as it may be amended or modified and
     in effect from time to time.

                                       6
<PAGE>

          "Hazardous Substance" means any waste, substance, or material
     identified as hazardous, dangerous or toxic by any office, agency,
     department, commission, board, bureau, or instrumentality of the United
     States or of the State or locality in which the same is located having or
     exercising jurisdiction over such waste, substance or material.

          "Indebtedness" of a Person means (without duplication) (i)
     indebtedness of such Person for borrowed money, (ii) obligations of such
     Person evidenced by bonds, debentures, notes, or other similar instruments,
     (iii) obligations of such Person to pay the deferred purchase price of
     property or services (except trade accounts payable arising and repaid in
     the ordinary course of business), (iv) obligations of such Person as lessee
     under Capitalized Leases, (v) indebtedness of such Person consisting of
     unpaid reimbursement obligations in respect of all drafts drawn or demands
     for payment made under letters of credit issued for the account of such
     Person issued to support indebtedness or obligations of such Person or of
     others of the kinds referred to in clauses (i) through (iv) above and
     clause (vi) below, but excluding trade letters of credit, (vi) all
     Contingent Obligations of such Person, (vii) liabilities of such Person in
     respect of unfunded vested benefits under Pension Plans covered by Title IV
     of ERISA (other than Multiemployer Plans), and (viii) withdrawal liability
     of such Person incurred under ERISA to any Multiemployer Plan (including,
     without limitation, with respect to each of the foregoing clauses (i)
     through (vi), any such indebtedness, obligations, or liabilities that is
     non-recourse to the credit of such Person but is secured by assets of such
     Person, and otherwise excluding any such indebtedness, obligations or
     liabilities that is non-recourse to the credit of such Person); provided,
     however, that Indebtedness of the Borrower shall not include any Contingent
     Obligations of the Borrower that constitute Nonrecourse Indebtedness and
     are secured only by Liens permitted by Section 6.16; provided further, that
     Indebtedness of the Borrower or any Affiliate of the Borrower shall not
     include any Indebtedness of the Borrower or such Affiliate, including
     Contingent Liabilities of the Borrower, that are incurred, directly or
     indirectly, in connection with the acquisition of the Replacement Property
     or incurred, directly or indirectly, under the terms of the Replacement
     Property Contracts, as those terms are defined under those certain
     Qualified Intermediary Exchange Agreements, dated as of December 15, 1999,
     among Unicom Investments, Inc. and State Street Bank and Trust Company of
     Connecticut, National Association.

          "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.

          "LC Fee" is defined in Section 2.19(e).

                                       7
<PAGE>

          "LC Issuer" means a Lender designated by the Borrower, and acceptable
     to the Agent, in accordance with Section 2.19(a) as the issuer of a
     Facility LC.

          "LC Obligations" means, at any time, the sum, without duplication, of
     (i) the aggregate undrawn stated amount under all Facility LCs outstanding
     at such time plus (ii) the aggregate unpaid amount at such time of all
     Reimbursement Obligations.

          "LC Payment Date" is defined in Section 2.19(f).

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

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

          "Lien" is defined in Section 6.16.

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

          "Loan Documents" means this Agreement, the Facility LC Applications,
     any Notes issued pursuant to Section 2.13 and the Guaranty.

          "Loan Party" means the Borrower and the Guarantor.

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

          "Merger Approvals" is defined in Section 5.03.

          "Modify" or "Modification" are defined in Section 2.19(b).

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

          "Multiemployer Plan" means a multiemployer plan, as defined in Section
     4001(a)(3) of ERISA, which is subject to Title IV of ERISA and to which the
     Borrower or any ERISA Affiliate of the Borrower is making or accruing an
     obligation to make contributions, or has within any of the preceding five
     plan years made or accrued an obligation to make contributions, such plan
     being maintained pursuant to one or more collective bargaining agreements.

                                       8
<PAGE>

          "Multiple Employer Plan" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and
     which (i) is maintained for employees of the Borrower or an ERISA Affiliate
     of the Borrower and at least one Person other than the Borrower and its
     ERISA Affiliates or (ii) was so maintained and in respect of which the
     Borrower or an ERISA Affiliate of the Borrower could have liability under
     Section 4064 or 4069 of ERISA in the event such plan has been or were to be
     terminated.

          "Nonrecourse Indebtedness" means any Indebtedness that finances the
     acquisition, development, ownership or operation of an asset in respect of
     which the Person to which such Indebtedness is owed has no recourse
     whatsoever to the Borrower or any of its Affiliates other than:

          (i)   recourse to the named obligor with respect to such Indebtedness
                (the "Debtor") for amounts limited to the cash flow or net cash
                flow (other than historic cash flow) from the asset; and

          (ii)  recourse to the Debtor for the purpose only of enabling amounts
                to be claimed in respect of such Indebtedness in an enforcement
                of any security interest or lien given by the Debtor over the
                asset or the income, cash flow or other proceeds deriving from
                the asset (or given by any shareholder or the like in the Debtor
                over its shares or like interest in the capital of the Debtor)
                to secure the Indebtedness, but only if:

                (A)  the extent of the recourse to the Debtor is limited solely
                     to the amount of any recoveries made on any such
                     enforcement; and

                (B)  the Person to which such Indebtedness is owed is not
                     entitled, by virtue of any right or claim arising out of or
                     in connection with such Indebtedness, to commence
                     proceedings for the winding up or dissolution of the Debtor
                     or to appoint or procure the appointment of any receiver,
                     trustee, or similar Person or officer in respect of the
                     Debtor or any of its assets (other than the assets subject
                     to the security interest or lien referred to above); and

          (iii) recourse to the Debtor generally or indirectly to any Affiliate
                of the Debtor, under any form of assurance, undertaking or
                support, which recourse is limited to a claim for damages (other
                than liquidated damages and damages required to be calculated in
                a specified way) for a breach of an obligation (other than a
                payment obligation or an obligation to comply or to procure
                compliance by another with any financial ratios or other tests
                of financial condition) by the Person against which such
                recourse is available.

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

                                       9
<PAGE>

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

          "Other Taxes" is defined in Section 3.05(ii).

          "Outstanding Credit Exposure" means, as to any Lender at any time, the
     sum of (i) the aggregate principal amount of its Loans outstanding at such
     time, plus (ii) an amount equal to its Pro Rata Share of the LC Obligations
     at such time.

          "Participants" is defined in Section 12.02(a).

          "Payment Date" means the last day of each March, June, September and
     December.

          "PBGC" means the Pension Benefit Guaranty Corporation (or any
     successor entity) established under ERISA.

          "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 a Single Employer Plan or a Multiple Employer Plan.

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

          "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.

          "Pro Rata Share" means, with respect to a Lender, a portion equal to a
     fraction the numerator of which is such Lender's Commitment and the
     denominator of which is the Aggregate Commitment.

          "Purchasers" is defined in Section 12.03(a).

          "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

                                       10
<PAGE>

     banks for the purpose of purchasing or carrying margin stocks applicable to
     member banks of the Federal Reserve System.

          "Reimbursement Obligations" means, at any time, the aggregate of all
     obligations of the Borrower then outstanding under Section 2.19 to
     reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any
     one or more drawings under Facility LCs.

          "Replacement Property" is defined in the Qualified Intermediary
     Exchange Agreements, dated as of December 15, 1999.

          "Replacement Property Contracts" is defined in the Qualified
     Intermediary Exchange Agreements, dated as of December 15, 1999.

          "Required Lenders" means Lenders in the aggregate having at least 66-
     2/3% of the Aggregate Commitment or, if the Aggregate Commitment has been
     terminated, Lenders in the aggregate holding at least 66-2/3% of the
     Aggregate Outstanding Amount.

          "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" is defined in Section 2.20.

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

          "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.

          "Significant Subsidiary" means UT Holdings Inc., a Delaware
     corporation and any other Subsidiary of the Borrower that, on a
     consolidated basis with any of its Subsidiaries as of any date of
     determination, accounts for more than 20% of the consolidated assets
     (valued at book value) of the Borrower and its Subsidiaries.

          "Single Employer Plan" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and
     which (i) is maintained for employees of the Borrower or an ERISA Affiliate
     of the Borrower and no Person other than the Borrower and its ERISA
     Affiliates, or (ii) was so maintained and in respect of which the Borrower
     or an ERISA Affiliate of the Borrower could have liability under Section
     4069 of ERISA in the event such plan has been or were to be terminated.

          "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

                                       11
<PAGE>

     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.

          "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 and Other
     Taxes.

          "Transferee" is defined in Section 12.04.

          "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.

          "Unicom/PECO Merger" means the merger of the Guarantor to be effected
     into and with Newholdco Corporation pursuant to the Agreement and Plan of
     Exchange and Merger, dated as of September 22, 1999 among PECO Energy
     Company, Newholdco Corporation and the Guarantor.

          "Unicom Investment Inc. Debt" means the Indebtedness not exceeding
     $4,813,121,000 in the aggregate principal amount owed by Unicom Investment
     Inc., an Illinois corporation, to Commonwealth in connection with the
     consummation of the sale of Commonwealth's fossil generation assets and any
     guaranty of such Indebtedness by the Guarantor.

          "Utilization Percentage" means, as of any time for the determination
     thereof, the percentage obtained by dividing the aggregate Outstanding
     Credit Exposure by the Aggregate Commitment then in effect.

          "Year 2000 Issues" means, in respect of any Person, anticipated costs,
     problems and uncertainties associated with the inability of certain
     computer applications to effectively handle data including dates on and
     after January 1, 2000, as such inability affects the business, operations
     and financial condition of such Person.

          "Year 2000 Program" is defined in Section 5.14.

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

                                       12
<PAGE>

                                  ARTICLE II
                             THE CREDIT EXTENSIONS

     SECTION 2.01.  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 (i) make Loans to the
Borrower and (ii) participate in Facility LCs issued upon the request of the
Borrower, provided that, after giving effect to the making of each such Loan and
the issuance of each such Facility LC, such Lender's Outstanding Credit Exposure
shall not exceed 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 extend credit hereunder shall expire on the
Facility Termination Date. The LC Issuer will issue Facility LCs hereunder on
the terms and conditions set forth in Section 2.19.

     SECTION 2.02.  Required Payments; Termination.  The Aggregate Outstanding
Amount and all other unpaid Obligations shall be paid in full by the Borrower on
the Facility Termination Date, except with respect to Facility LCs referred to
in the last sentence of Section 2.19(b).

     SECTION 2.03.  Ratable Loans.  Each Advance hereunder shall consist of
Loans made from the several Lenders ratably according to their Pro Rata Shares.

     SECTION 2.04.  Types of Advances.   The Advances may be Floating Rate
Advances or Eurodollar Advances, or a combination thereof, selected by the
Borrower in accordance with Sections 2.08 and 2.09.

     SECTION 2.05.  Commitment Fee; Reductions in Aggregate Commitment.  The
Borrower agrees to pay to the Agent for the account of each Lender according to
its Pro Rata Share a commitment fee (the "Commitment Fee") at a per annum rate
equal to the Applicable Fee Rate on the average daily Available Aggregate
Commitment from the date hereof to and including the Facility Termination Date,
payable on each Payment Date hereafter and on the Facility Termination Date.
The Borrower may permanently reduce the Aggregate Commitment in whole, or in
part ratably among the Lenders in minimum amounts of $5,000,000 and integral
multiples of $1,000,000 in excess thereof, upon at least five Business Days'
written notice to the Agent, which notice shall specify the amount of any such
reduction, provided, however, that the amount of the Aggregate Commitment may
not be reduced below the Aggregate Outstanding Amount.  The accrued Commitment
Fee shall be payable on the effective date of any termination of the obligations
of the Lenders to make Credit Extensions hereunder.

     SECTION 2.06.  Minimum Amount of Each Advance.  Each Eurodollar Advance
shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if
in excess thereof), and each Floating Rate Advance shall be in the minimum
amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof),
provided, however, that any Floating Rate Advance may be in the amount of the
Available Aggregate Commitment, provided further, that any Floating Rate Advance
made to satisfy any Reimbursement Obligation pursuant to the last sentence of
2.19(g) may be in the amount of such Reimbursement Obligation.

                                       13
<PAGE>

     SECTION 2.07.  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 $5,000,000 or any integral multiple of
$1,000,000 in excess thereof, any portion of the outstanding Floating Rate
Advances upon two Business Days' prior notice to the Agent.  The Borrower may
from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.04 but without penalty or premium, all outstanding
Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any
integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Eurodollar Advances upon three Business Days' prior notice to the
Agent.

     SECTION 2.08.  Method of Selecting Types and Interest Periods for New
Advances. The Borrower shall select the Type of Advance and, in the case of each
Eurodollar Advance, the Interest Period applicable thereto from time to time.
The Borrower shall give the Agent irrevocable notice (a "Borrowing Notice") not
later than 9:30 a.m. (Chicago time) on the Borrowing Date of each Floating Rate
Advance and 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 (Chicago time) on each Borrowing Date, each Lender shall
make available its Loan or Loans in funds immediately available in Chicago to
the Agent at its address specified pursuant to Article XIII.  The Agent will
make the funds so received from the Lenders available to the Borrower at the
Agent's aforesaid address.

     SECTION 2.09.  Conversion and Continuation of Outstanding Advances.
Floating Rate Advances shall continue as Floating Rate Advances unless and until
such Floating Rate Advances are converted into Eurodollar Advances pursuant to
this Section 2.09 or are repaid in accordance with Section 2.07. 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 2.07 or (y) the
Borrower shall have given the Agent a Conversion/Continuation Notice (as defined
below) requesting that, at the end of such Interest Period, such Eurodollar
Advance continue as a Eurodollar Advance for the same or another Interest
Period. Subject to the terms of Section 2.06, the Borrower may elect from time
to time to convert all or any part of a Floating Rate Advance into a Eurodollar
Advance. The Borrower shall give the Agent irrevocable notice (a
"Conversion/Continuation Notice") of each conversion of a Floating Rate Advance
into a Eurodollar Advance or continuation of a Eurodollar Advance not later than
10:00 a.m. (Chicago time) at least three Business Days prior to the date of the
requested conversion or continuation, specifying:

                                       14
<PAGE>

     (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.

     SECTION 2.10.  Changes in Interest Rate, etc.  Each Floating Rate Advance
shall bear interest on the outstanding principal amount thereof, for each day
from and including the date such Advance is made or is automatically converted
from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.09,
to but excluding the date it is paid or is converted into a Eurodollar Advance
pursuant to Section 2.09 hereof, at a rate per annum equal to the Floating Rate
for such day.  Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate.  Each Eurodollar Advance shall bear interest
on the outstanding principal amount thereof from and including the first day of
the Interest Period applicable thereto to, but excluding the last day of such
Interest Period at the interest rate determined by the Agent as applicable to
such Eurodollar Advance based upon the Borrower's selections under Sections 2.08
and 2.09 and otherwise in accordance with the terms hereof.  No Interest Period
may end after the Facility Termination Date.

     SECTION 2.11.  Rates Applicable After Default.  Notwithstanding anything to
the contrary contained in Section 2.08 or 2.09, 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 8.02 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 8.02 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, (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
and (iii) the LC Fee and the Commitment Fee shall be increased by 2% per annum,
provided, that during the continuance of a Default under Section 7.08 or 7.09,
the interest rates set forth in clauses (i) and (ii) above and the increase in
the LC Fee set forth in clause (iii) above shall be applicable to all Credit
Extensions without any election or action on the part of the Agent or any
Lender.

     SECTION 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 Agent at the Agent's address specified
pursuant to Article XIII, or at any other Lending Installation of the Agent
specified in writing by the Agent to the Borrower, by noon (Chicago time) on the
date when due and shall (except in the case of Reimbursement Obligations for
which the LC Issuer has not been fully indemnified by the Lenders, or as
otherwise specifically required hereunder)

                                       15
<PAGE>

be applied ratably by the Agent among the Lenders. Each payment delivered to the
Agent for the account of any Lender shall be delivered promptly by the Agent to
such Lender in the same type of funds that the Agent received at its address
specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Agent from such Lender. The Agent is hereby authorized to
charge the account of the Borrower maintained with Bank One for each payment of
principal, interest, Reimbursement Obligations and fees as it becomes due
hereunder. Each reference to the Agent in this Section shall also be deemed to
refer, and shall apply equally, to the LC Issuer, in the case of payments
required to be made by the Borrower to the LC Issuer pursuant to Section
2.19(g).

     SECTION 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 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,
(c) the original stated amount of each Facility LC and the amount of LC
Obligations outstanding at any time, and (d) the amount of any sum received by
the Agent hereunder from the Borrower and each Lender's share thereof.

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

     (iv)  Any Lender may request that its Loans be evidenced by a promissory
note (a "Note"). In such event, the Borrower shall prepare, execute and deliver
to such Lender a Note payable to the order of such Lender. Thereafter, the Loans
evidenced by such Note and interest thereon shall at all times (including after
any assignment pursuant to Section 12.03) be represented by one or more Notes
payable to the order of the payee named therein or any assignee pursuant to
Section 12.03, 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.

     SECTION 2.14.  Telephonic Notices.  The Borrower hereby authorizes the
Lenders and the Agent to extend, convert or continue Advances, effect selections
of Types of Advances and to transfer funds based on telephonic notices made by
any person or persons the Agent or any Lender in good faith believes to be
acting on behalf of the Borrower, it being understood that the foregoing
authorization is specifically intended to allow Borrowing Notices and
Conversion/Continuation Notices to be given telephonically. The Borrower agrees
to deliver promptly to the Agent a written confirmation, if such confirmation is
requested by the Agent or any Lender, of each telephonic notice signed by an
Authorized Officer. If the written

                                       16
<PAGE>

confirmation differs in any material respect from the action taken by the Agent
and the Lenders, the records of the Agent and the Lenders shall govern absent
manifest error.

     SECTION 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, on any date
on which the Floating Rate Advance is prepaid, whether due to acceleration or
otherwise, and at maturity. Interest accrued on that portion of the outstanding
principal amount of any Floating Rate Advance converted into a Eurodollar
Advance on a day other than a Payment Date shall be payable on the date of
conversion. Interest accrued on each Eurodollar Advance shall be payable on the
last day of its applicable Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Eurodollar Advance having an Interest Period longer
than three months shall also be payable on the last day of each three-month
interval during such Interest Period. Interest, the Commitment Fee and LC 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 (Chicago
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.

     SECTION 2.16.  Notification of Advances, Interest Rates, Prepayments,
Modifications and Commitment Reductions.  Promptly after receipt thereof, the
Agent will notify each Lender of the contents of each Aggregate Commitment
reduction notice, Borrowing Notice, Conversion/Continuation Notice, and
repayment notice received by it hereunder. Promptly after notice from the LC
Issuer, the Agent will notify each Lender of the contents of each request for
issuance of a Facility LC hereunder and each Modification notice. The Agent will
notify each Lender of the interest rate applicable to each Eurodollar Advance
promptly upon determination of such interest rate and will give each Lender
prompt notice of each change in the Alternate Base Rate.

     SECTION 2.17.  Lending Installations.  Each Lender may book its Loans and
its participation in any LC Obligations and the LC Issuer may book the Facility
LCs at any Lending Installation selected by such Lender or the LC Issuer, as the
case may be, 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, Facility LCs, participations in LC Obligations and any Notes issued
hereunder shall be deemed held by each Lender or the LC Issuer, as the case may
be, for the benefit of any such Lending Installation. Each Lender and the LC
Issuer may, by written notice to the Agent and the Borrower in accordance with
Article XIII, designate replacement or additional Lending Installations through
which Loans will be made by it or Facility LCs will be issued by it and for
whose account Loan payments or payments with respect to Facility LCs are to be
made.

     SECTION 2.18.  Non-Receipt of Funds by the Agent.  Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders,

                                       17
<PAGE>

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

     SECTION 2.19.  Facility LCs.

     (a) LC Issuer.  Subject to the terms and conditions hereof, the Borrower
may from time to time arrange for one or more Lenders to act as an LC Issuer
hereunder. Any such designation by the Borrower shall be notified to the Agent
at least five Business Days prior to the first date upon which the Borrower
proposes that such LC Issuer issue its first Facility LC, so as to provide
adequate time for such proposed Facility LC to be approved by the Agent
hereunder; provided, that nothing contained herein shall be deemed to require
any Lender to agree to act as an LC Issuer, if it does not so desire. Within two
Business Days following the receipt of any such designation of a proposed LC
Issuer together with the proposed form of such Facility LC, the Agent shall
notify the Borrower as to whether such Facility LC complies with the
requirements specified therefor in this Agreement.

     (b) Issuance.  The LC Issuer hereby agrees, on the terms and conditions set
forth in this Agreement, to issue standby letters of credit (each, a "Facility
LC") and to renew, extend, increase, decrease or otherwise modify each Facility
LC ("Modify", and each such action a "Modification"), from time to time from and
including the date of this Agreement and prior to the Facility Termination Date
upon the request of the Borrower; provided that immediately after each such
Facility LC is issued or Modified, (i) the aggregate amount of the outstanding
LC Obligations shall not exceed $100,000,000 and (ii) the Aggregate Outstanding
Amount shall not exceed the Aggregate Commitment. No Facility LC shall have an
expiry date later than the earlier of (x) the date which is one year after the
Facility Termination Date and (y) one year after the date of issuance (or
Modification).

     (c) Participations.  Upon the issuance or Modification by the LC Issuer of
a Facility LC in accordance with this Section, the LC Issuer shall be deemed,
without further action by any party hereto, to have unconditionally and
irrevocably sold to each Lender, and each Lender shall be deemed, without
further action by any party hereto, to have unconditionally and irrevocably
purchased from the LC Issuer, a participation in such Facility LC (and each
Modification thereof) and the related LC Obligations in proportion to its Pro
Rata Share.

     (d) Notice.  Subject to Section 2.19(b), the Borrower shall give the LC
Issuer notice prior to 10:00 a.m. (Chicago time) at least five Business Days
prior to the proposed date of issuance or Modification of each Facility LC,
specifying the beneficiary, the proposed date of issuance (or Modification) and
the expiry date of such Facility LC, and describing the proposed terms of such
Facility LC and the nature of the transactions proposed to be supported thereby.

                                       18
<PAGE>

Upon receipt of such notice, the LC Issuer shall promptly notify the Agent, and
the Agent shall promptly notify each Lender, of the contents thereof and of the
amount of such Lender's participation in such proposed Facility LC. The issuance
or Modification by the LC Issuer of any Facility LC shall, in addition to the
conditions precedent set forth in Article IV (the satisfaction of which the LC
Issuer shall have no duty to ascertain), be subject to the conditions precedent
that such Facility LC shall be satisfactory to the LC Issuer and that the
Borrower shall have executed and delivered such application agreement and/or
such other instruments and agreements relating to such Facility LC as the LC
Issuer shall have reasonably requested (each, a "Facility LC Application"). In
the event of any conflict between the terms of this Agreement and the terms of
any Facility LC Application, the terms of this Agreement shall control.

     (e) LC Fees.  The Borrower shall pay to the Agent, for the account of
the Lenders ratably in accordance with their respective Pro Rata Shares, with
respect to each Facility LC, a letter of credit fee at a per annum rate equal to
the Applicable Fee Rate on the average daily undrawn stated amount under such
Facility LC, such fee to be payable in arrears on each Payment Date (the "LC
Fee").  The Borrower shall also pay to the LC Issuer for its own account (x) at
the time of issuance of each Facility LC, a fronting fee in an amount to be
agreed upon between the LC Issuer and the Borrower, and (y) documentary and
processing charges in connection with the issuance or Modification of and draws
under Facility LCs in accordance with the LC Issuer's standard schedule for such
charges as in effect from time to time.

     (f) Administration; Reimbursement by Lenders.  Upon receipt from the
beneficiary of any Facility LC of any demand for payment under such Facility LC,
the LC Issuer shall notify the Agent and the Agent shall promptly notify the
Borrower and each other Lender as to the amount to be paid by the LC Issuer as a
result of such demand and the proposed payment date (the "LC Payment Date").
The responsibility of the LC Issuer to the Borrower and each Lender shall be
only to determine that the documents (including each demand for payment)
delivered under each Facility LC in connection with such presentment shall be in
conformity in all material respects with such Facility LC.  The LC Issuer shall
endeavor to exercise the same care in the issuance and administration of the
Facility LCs as it does with respect to letters of credit in which no
participations are granted, it being understood that in the absence of any gross
negligence or willful misconduct by the LC Issuer, each Lender shall be
unconditionally and irrevocably liable without regard to the occurrence of any
Default or any condition precedent whatsoever, to reimburse the LC Issuer on
demand for (i) such Lender's Pro Rata Share of the amount of each payment made
by the LC Issuer under each Facility LC to the extent such amount is not
reimbursed by the Borrower pursuant to Section 2.19(g) below, plus (ii) interest
on the foregoing amount to be reimbursed by such Lender, for each day from the
date of the LC Issuer's demand for such reimbursement (or, if such demand is
made after 11:00 a.m. (Chicago time) on such date, from the next succeeding
Business Day) to the date on which such Lender pays the amount to be reimbursed
by it, at a rate of interest per annum equal to the Federal Funds Effective Rate
for the first three days and, thereafter, at a rate of interest equal to the
rate applicable to Floating Rate Advances.

     (g) Reimbursement by Borrower.  The Borrower shall be irrevocably and
unconditionally obligated to reimburse the LC Issuer on or before the applicable
LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing
under any Facility LC,

                                       19
<PAGE>

without presentment, demand, protest or other formalities of any kind; provided
that neither the Borrower nor any Lender shall hereby be precluded from
asserting any claim for direct (but not consequential) damages suffered by the
Borrower or such Lender to the extent, but only to the extent, caused by (i) the
willful misconduct or gross negligence of the LC Issuer in determining whether a
request presented under any Facility LC issued by it complied with the terms of
such Facility LC or (ii) the LC Issuer's failure to pay under any Facility LC
issued by it after the presentation to it of a request strictly complying with
the terms and conditions of such Facility LC. All such amounts paid by the LC
Issuer and remaining unpaid by the Borrower shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to (x) the rate
applicable to Floating Rate Advances for such day if such day falls on or before
the applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to
Floating Rate Advances for such day if such day falls after such LC Payment
Date. The LC Issuer will pay to each Lender ratably in accordance with its Pro
Rata Share all amounts received by it from the Borrower for application in
payment, in whole or in part, of the Reimbursement Obligation in respect of any
Facility LC issued by the LC Issuer, but only to the extent such Lender has made
payment to the LC Issuer in respect of such Facility LC pursuant to Section
2.19(f). Subject to the terms and conditions of this Agreement (including
without limitation the submission of a Borrowing Notice in compliance with
Section 2.08 and the satisfaction of the applicable conditions precedent set
forth in Article IV), the Borrower may request an Advance hereunder for the
purpose of satisfying any Reimbursement Obligation.

     (h) Obligations Absolute.  The Borrower's obligations under this Section
shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which the
Borrower may have or have had against the LC Issuer, any Lender or any
beneficiary of a Facility LC. The Borrower further agrees with the LC Issuer and
the Lenders that the LC Issuer and the Lenders shall not be responsible for, and
the Borrower's Reimbursement Obligation in respect of any Facility LC shall not
be affected by, among other things, the validity or genuineness of documents or
of any endorsements thereon, even if such documents should in fact prove to be
in any or all respects invalid, fraudulent or forged, or any dispute between or
among the Borrower, any of its Affiliates, the beneficiary of any Facility LC or
any financing institution or other party to whom any Facility LC may be
transferred or any claims or defenses whatsoever of the Borrower or of any of
its Affiliates against the beneficiary of any Facility LC or any such
transferee. The LC Issuer shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Facility LC. The Borrower
agrees that any action taken or omitted by the LC Issuer or any Lender under or
in connection with each Facility LC and the related drafts and documents, if
done without gross negligence or willful misconduct, shall be binding upon the
Borrower and shall not put the LC Issuer or any Lender under any liability to
the Borrower. Nothing in this Section is intended to limit the right of the
Borrower to make a claim against the LC Issuer for damages as contemplated by
the proviso to the first sentence of Section 2.19.(g).

     (i) Actions of LC Issuer.  The LC Issuer shall be entitled to rely, and
shall be fully protected in relying, upon any Facility LC, draft, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document believed by it to be genuine and correct and to have been signed, sent
or made

                                       20
<PAGE>

by the proper Person or Persons, and upon advice and statements of legal
counsel, independent accountants and other experts selected by the LC Issuer.
The LC Issuer shall be fully justified in failing or refusing to take any action
under this Agreement unless it shall first have received such advice or
concurrence of the Required Lenders as it reasonably deems appropriate or it
shall first be indemnified to its reasonable satisfaction by the Lenders against
any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. Notwithstanding any other
provision of this Section, the LC Issuer shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement in accordance with
a request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon the Lenders and any future
holders of a participation in any Facility LC.

     (j) Indemnification.  The Borrower hereby agrees to indemnify and hold
harmless each Lender, the LC Issuer and the Agent, and their respective
directors, officers, agents and employees from and against any and all claims
and damages, losses, liabilities, costs or expenses which such Lender, the LC
Issuer or the Agent may incur (or which may be claimed against such Lender, the
LC Issuer or the Agent by any Person whatsoever) by reason of or in connection
with the issuance, execution and delivery or transfer of or payment or failure
to pay under any Facility LC or any actual or proposed use of any Facility LC,
including, without limitation, any claims, damages, losses, liabilities, costs
or expenses which the LC Issuer may incur by reason of or in connection with (i)
the failure of any other Lender to fulfill or comply with its obligations to the
LC Issuer hereunder (but nothing herein contained shall affect any rights the
Borrower may have against any defaulting Lender) or (ii) by reason of or on
account of the LC Issuer issuing any Facility LC which specifies that the term
"Beneficiary" included therein includes any successor by operation of law of the
named Beneficiary, but which Facility LC does not require that any drawing by
any such successor Beneficiary be accompanied by a copy of a legal document,
satisfactory to the LC Issuer, evidencing the appointment of such successor
Beneficiary; provided that the Borrower shall not be required to indemnify any
Lender, the LC Issuer or the Agent for any claims, damages, losses, liabilities,
costs or expenses to the extent, but only to the extent, caused by (x) the
willful misconduct or gross negligence of the LC Issuer in determining whether a
request presented under any Facility LC complied with the terms of such Facility
LC or (y) the LC Issuer's failure to pay under any Facility LC after the
presentation to it of a request strictly complying with the terms and conditions
of such Facility LC. Nothing in this Section is intended to limit the
obligations of the Borrower under any other provision of this Agreement.

     (k) Lenders' Indemnification.  Each Lender shall, ratably in accordance
with its Pro Rata Share, indemnify the LC Issuer, its affiliates and their
respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees' gross negligence or willful
misconduct or the LC Issuer's failure to pay under any Facility LC after the
presentation to it of a request strictly complying with the terms and conditions
of the Facility LC) that such indemnitees may suffer or incur in connection with
this Section or any action taken or omitted by such indemnitees hereunder.

                                       21
<PAGE>

     (l) Facility LC Collateral Account.  The Borrower agrees that it will,
during the continuance of any Unmatured Default, Default, or after the Facility
Termination Date, upon the request of the Agent or the Required Lenders and
until the final expiration date of any Facility LC and thereafter as long as any
amount is payable to the LC Issuer or the Lenders in respect of any Facility LC,
maintain a special collateral account pursuant to arrangements satisfactory to
the Agent (the "Facility LC Collateral Account") at the Agent's office at the
address specified pursuant to Article XIII, in the name of such Borrower but
under the sole dominion and control of the Agent, for the benefit of the Lenders
and in which such Borrower shall have no interest other than as set forth in
Section 8.01.  The Borrower hereby pledges, assigns and grants to the Agent, on
behalf of and for the ratable benefit of the Lenders and the LC Issuer, a
security interest in all of the Borrower's right, title and interest in and to
all funds which may from time to time be on deposit in the Facility LC
Collateral Account to secure the prompt and complete payment and performance of
the Obligations.  The Agent will invest any funds on deposit from time to time
in the Facility LC Collateral Account in certificates of deposit of Bank One
having a maturity not exceeding 30 days.  Nothing in this Section shall either
obligate the Agent to require the Borrower to deposit any funds in the Facility
LC Collateral Account or limit the right of the Agent to release any funds held
in the Facility LC Collateral Account in each case other than as required by
Section 8.01.

     (m) Rights as a Lender.  In its capacity as a Lender, the LC Issuer
shall have the same rights and obligations as any other Lender.

     SECTION 2.20.  Extension of Facility Termination Date.  The Borrower may
request an extension of the Facility Termination Date by submitting a request
for an extension to the Agent (an "Extension Request") no more than 60 days
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 Agent) as of
which the Lenders must respond to the Extension Request (the "Response Date").
The new Facility Termination Date shall be no more than 364 days after the
Facility Termination Date in effect at the time the Extension Request is
received, including the Facility Termination Date as one of the days in the
calculation of the days elapsed. Promptly upon receipt of an Extension Request,
the Agent shall notify each Lender of the contents thereof and shall request
each Lender to approve the Extension Request. Each Lender approving the
Extension Request shall deliver its written consent no later than the Response
Date. Any Lender not so consenting by the Response Date shall be deemed to not
have consented to such Extension Request. If the consent of each of the Lenders
is received by the Agent (or if less than all the Lenders consent thereto, one
or more other banks and financial institutions acceptable to the Borrower and
the Agent, agree to assume and assume all of the Commitments and Outstanding
Credit Exposure of the non-consenting Lenders), the Facility Termination Date
specified in the Extension Request shall become effective on the existing
Facility Termination Date and the Agent shall promptly notify the Borrower and
each Lender of the new Facility Termination Date.

     SECTION 2.21.  Replacement of Lender.  If the Borrower is required pursuant
to Section 3.01, 3.02 or 3.05 to make any additional payment to any Lender or if
any Lender's obligation to make or continue, or to convert Floating Rate
Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.03
(any Lender so affected an "Affected Lender"), the Borrower may elect, if such
amounts continue to be charged or such suspension is still effective,

                                       22
<PAGE>

to replace such Affected Lender as a Lender party to this Agreement, provided
that no Default or Unmatured Default shall have occurred and be continuing at
the time of such replacement, and provided further that, concurrently with such
replacement, (i) another bank or other entity which is reasonably satisfactory
to the Borrower and the Agent shall agree, as of such date, to purchase for cash
the Advances and other Obligations due to the Affected Lender pursuant to an
assignment substantially in the form of Exhibit C and to become a Lender for all
purposes under this Agreement and to assume all obligations of the Affected
Lender to be terminated as of such date and to comply with the requirements of
Section 12.03 applicable to assignments, and (ii) the Borrower shall pay to such
Affected Lender in same day funds on the day of such replacement (A) all
interest, fees and other amounts then accrued but unpaid to such Affected Lender
by the Borrower hereunder to and including the date of termination, including
without limitation payments due to such Affected Lender under Sections 3.01,
3.02 and 3.05 (it being understood that such payment shall be given credit in
calculating any subsequent payments under Sections 2.05, 2.15, 2.19(e), 3.01,
3.02 or 3.05), and (B) an amount, if any, equal to the payment which would have
been due to such Lender on the day of such replacement under Section 3.04 had
the Loans of such Affected Lender been prepaid on such date rather than sold to
the replacement Lender.

                                  ARTICLE III
                            YIELD PROTECTION; TAXES

     SECTION 3.01.  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 or the LC Issuer 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 or the LC
           Issuer to any Taxes, or changes the basis of taxation of payments
           (other than with respect to Excluded Taxes) to any Lender or the LC
           Issuer in respect of its Eurodollar Loans, Facility LCs or
           participations therein, 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 or the LC
           Issuer (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 or the LC
           Issuer of making, funding or maintaining its Eurodollar Loans, or of
           issuing or participating in Facility LCs, or reduces any amount
           receivable by any Lender or any applicable Lending Installation or
           the LC Issuer in connection with its Eurodollar Loans, Facility LCs

                                       23
<PAGE>

           or participations therein, or requires any Lender or any applicable
           Lending Installation or the LC Issuer to make any payment calculated
           by reference to the amount of Eurodollar Loans, Facility LCs or
           participations therein held or interest or LC Fees received by it, by
           an amount deemed material by such Lender or the LC Issuer as the case
           may be,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or the LC Issuer, as the case may be, of making
or maintaining its Eurodollar Loans or Commitment or of issuing or participating
in Facility LCs or to reduce the return received by such Lender or applicable
Lending Installation or the LC Issuer, as the case may be, in connection with
such Eurodollar Loans,  Commitment,  Facility LCs or participations therein,
then, within 15 days of demand by such Lender or the LC Issuer, as the case may
be, the Borrower shall pay such Lender or the LC Issuer, as the case may be,
such additional amount or amounts as will compensate such Lender or the LC
Issuer, as the case may be, for such increased cost or reduction in amount
received, provided, however, that no Lender or LC Issuer shall be entitled to
receive any such increased costs to the extent incurred more than 180 days prior
to the date that such Lender or LC Issuer makes such a demand, provided,
further, that if a change in law giving rise to such increased cost is
retroactive, then the 180 day period referred to above shall be extended to
include the period of retroactive effect thereof.

     SECTION 3.02.  Changes in Capital Adequacy Regulations.  If a Lender or the
LC Issuer determines the amount of capital required or expected to be maintained
by such Lender or the LC Issuer, any Lending Installation of such Lender or the
LC Issuer, or any corporation controlling such Lender or the LC Issuer is
increased as a result of a Change, then, within 15 days of demand by such Lender
or the LC Issuer, the Borrower shall pay such Lender or the LC Issuer the amount
necessary to compensate for any shortfall in the rate of return on the portion
of such increased capital which such Lender or the LC Issuer determines is
attributable to this Agreement, its Outstanding Credit Exposure or its
Commitment to make Loans and issue or participate in Facility LCs, as the case
may be, hereunder (after taking into account such Lender's or the LC Issuer's
policies as to capital adequacy) provided, however, that no Lender or LC Issuer
shall be entitled to receive any such increased costs to the extent incurred
more than 180 days prior to the date that such Lender or LC Issuer makes such a
demand, provided further, that if a Change giving rise to such increased cost is
retroactive then the 180 day period referred to above shall be extended to
include the period of retroactive effect thereof. "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 the LC
Issuer or any Lending Installation or any corporation controlling any Lender or
the LC Issuer. "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.

                                       24
<PAGE>

     SECTION 3.03.  Availability of Types of Advances.  If any Lender determines
that maintenance of its Eurodollar Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate
Advances, subject to the payment of any funding indemnification amounts required
by Section 3.04 until such time as any Affected Lender is replaced in accordance
with Section 2.21, or until such time as the Required Lenders shall determine
such conditions no longer exist.

     SECTION 3.04.  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.

     SECTION 3.05.  Taxes.    (i) All payments by the Borrower to or for the
account of any Lender, the LC Issuer or the Agent hereunder or under any Note or
Facility LC Application 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, the LC
Issuer or the Agent, (a) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) such Lender, the LC Issuer or the
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (b) the Borrower shall make such
deductions, (c) the Borrower shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (d) the Borrower shall furnish
to the Agent the original or a certified 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
Facility LC Application or from the execution or delivery of, or otherwise with
respect to, this Agreement or any Note or Facility LC Application ("Other
Taxes").

     (iii) The Borrower hereby agrees to indemnify the Agent, the LC Issuer 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) paid by the Agent, the LC Issuer or such Lender and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. Payments due under this indemnification shall be made within 30 days of
the date the Agent, the LC Issuer or such Lender makes demand therefor pursuant
to Section 3.05.

                                       25
<PAGE>

     (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 Agent two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224 (or, alternatively, the
applicable form from the W-8 family of forms), certifying in any 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 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 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 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 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 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 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.

     (vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from

                                       26
<PAGE>

withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by the Agent as
tax, withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the Agent
under this subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent). The obligations of the Lenders under
this Section shall survive the payment of the Obligations and termination of
this Agreement.

     SECTION 3.06.  Lender Statements; Survival of Indemnity.  To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Loans to reduce any liability of the
Borrower to such Lender under Sections 3.01, 3.02 and 3.05 or to avoid the
unavailability of Eurodollar Advances under Section 3.03, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Borrower (with a copy to the Agent) as to the amount due, if any, under Section
3.01, 3.02, 3.04 or 3.05. 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 3.01, 3.02, 3.04 and 3.05 shall
survive payment of the Obligations and termination of this Agreement.

                                  ARTICLE IV
                             CONDITIONS PRECEDENT

     SECTION 4.01.  Initial Credit Extension.  The Lenders shall not be required
to make the initial Credit Extension hereunder unless and until the following
conditions precedent shall have been satisfied:

     (a) the Borrower has paid all fees hereunder to the extent then due
and payable and all costs and expenses of the Agent (including reasonable
counsel fees and disbursements) incurred through the date hereof.

     (b) The Borrower has furnished to the Agent with sufficient
copies for the Lenders:

     (i)   Copies of the articles or certificate of incorporation of each Loan
           Party, together with all amendments, and a certificate of good
           standing, each certified by the appropriate governmental officer in
           its jurisdiction of incorporation.

     (ii)  Copies, certified by the Secretary or Assistant Secretary of each
           Loan Party, of its by-laws and of its Board of Directors'
           resolutions and of Governmental

                                       27
<PAGE>

            Approvals or resolutions or actions of any other body, if any,
            authorizing the execution of the Loan Documents to which such Loan
            Party is a party.

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

     (iv)   A certificate, signed by the chief financial officer or the
            Treasurer of the Borrower, stating that on the date of the initial
            Credit Extension (A) the representations and warranties contained in
            Article V of this Agreement are true and correct and (B) no Default
            or Unmatured Default has occurred and is continuing.

     (v)    A certificate, signed by the chief financial officer or the
            Treasurer of the Guarantor, stating that on the date of the initial
            Credit Extension (A) the representations and warranties contained in
            Section 6 of the Guaranty are true and correct and (B) no Default or
            Unmatured Default has occurred and is continuing.

     (vi)   A written opinion of the counsel to the Loan Parties, addressed to
            the Lenders in substantially the form of Exhibit A.

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

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

     (ix)   Information satisfactory to the Agent and the Required Lenders
            regarding the Loan Parties' Year 2000 Program.

     (x)    The Guaranty, duly executed by the Guarantor.

     (xi)   Evidence satisfactory to the Agent that the Existing Facility, and
            all amounts accrued and outstanding thereunder (whether for
            principal, interest, fees or other amounts) shall have been paid in
            full.

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

     (xiii) If the initial Credit Extension will be the issuance of a Facility
            LC, a properly completed Facility LC Application.

                                       28
<PAGE>

     SECTION 4.02.  Each Credit Extension.   The Lenders shall not be required
to make any Credit Extension unless on the applicable Credit Extension Date:

     (i)   There exists no Default or Unmatured Default.

     (ii)  The representations and warranties contained in Article V and Section
           6 of the Guaranty are true and correct in all material respects as of
           such Credit Extension Date (other than, in the case of any Credit
           Extension that does not increase the aggregate Outstanding Credit
           Exposure of the Lenders, the representations contained in the second
           sentence of Section 5.05 hereof and the second sentence of Section
           6(g) of the Guaranty) 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.

     (iii) All legal matters incident to the making of such Credit Extension
           shall be satisfactory to the Lenders and their counsel.

Each Borrowing Notice or request for issuance of a Facility LC with respect to
each such  Credit Extension shall constitute a representation and warranty by
each Loan Party that the conditions contained in Sections 4.02(i) and (ii) have
been satisfied.  Any Lender, through the Agent, may require a duly completed
compliance certificate in substantially the form of Exhibit B as a condition to
making a Credit Extension.


                                   ARTICLE V
                        REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lenders that:

     SECTION 5.01.  Existence and Standing.  Each Loan Party is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Illinois, and is duly qualified to do business and is in good standing
as a foreign corporation in each jurisdiction in which the nature of the
business conducted or the property owned, operated or leased by it requires such
qualification and where the failure to so qualify might have a Material Adverse
Effect, and has full power and authority to own and hold under lease its
property and to conduct its business substantially as presently conducted by it.

     SECTION 5.02.  Authorization.  The execution, delivery and performance by
each Loan Party of the Loan Documents to which it is a party are within such
Loan Party's corporate powers, have been duly authorized by all necessary
corporate action and do not, and will not, (i) contravene such Loan Party's
Articles of Incorporation (or other comparable charter document) or By-laws, law
or any contractual or legal restriction binding on or affecting such Loan Party
or its properties, (ii) result in a breach of, or constitute a default under,
any indenture or loan or credit agreement or any other agreement, lease or
instrument to which such Loan Party is a party or by which it or its properties
may be bound or affected, or (iii) result in or require the creation

                                       29
<PAGE>

of any Lien upon or with respect to any of its properties (except as
contemplated in Section 2.19(l) with respect to any Facility LC Collateral
Account).

     SECTION 5.03.  Governmental Approval.  No Governmental Approval is required
for the due execution, delivery and performance by any Loan Party of any Loan
Document to which it is a party, other than such approvals as may be required in
order for the Unicom/PECO Merger to be consummated (the "Merger Approvals"). The
Merger Approvals are and shall be in full force and effect on and after the
effective date of the Unicom/PECO Merger.

     SECTION 5.04.  Validity.   This Agreement has been duly executed and
delivered by the Borrower and is, and the Notes and the other Loan Documents to
which the Borrower is a party when delivered hereunder will be, legal, valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms. The Guaranty has been duly executed and
delivered by the Guarantor and is the legal, valid and binding obligation of the
Guarantor enforceable against the Guarantor in accordance with its terms.

     SECTION 5.05.  Financial Statements.  The balance sheets of the Borrower
and its Subsidiaries as at September 30, 1999, and the related statement of
income, cash flows and retained earnings of the Borrower and its Subsidiaries
for the periods then ended, copies of each of which have been furnished to each
Lender, fairly present the financial condition of the Borrower and its
Subsidiaries as at such date and the results of the operations of the Borrower
and its Subsidiaries for the period ended on such date, all in accordance with
GAAP. Since September 30, 1998, there has been no material adverse change in the
financial condition, results of operations, operations, business or Property of
the Borrower and its Subsidiaries, taken as a whole, or in the Borrower's
ability to perform any of its obligations under this Agreement, the Notes and
the other Loan Documents to which it is a party.

     SECTION 5.06.  Litigation.   There is no pending or threatened action or
proceeding affecting the Borrower, the Guarantor or any of their respective
Subsidiaries before any court, governmental agency or arbitrator that might
reasonably be expected to result in a Material Adverse Effect, or that relates
to this Agreement or the other Loan Documents or any transaction contemplated
hereby or thereby.

     SECTION 5.07.  Exchange Act.   No proceeds of any Credit Extension will be
used to acquire any equity security of a class which is registered pursuant to
Section 12 of the Exchange Act or in any transaction subject to the requirements
of Section 13 or 14 of the Exchange Act.

     SECTION 5.08.  Regulation U. The Borrower is not engaged in the business of
extending credit for the purpose of buying or carrying margin stock (within the
meaning of Regulation U issued by the Board of Governors of the Federal Reserve
System), and no proceeds of any Advance and no Facility LC will be used to buy
or carry any margin stock or to extend credit to others for the purpose of
buying or carrying any margin stock.

     SECTION 5.09.  Government Regulations.   No Loan Party nor any Subsidiary
of any Loan Party is in violation of any law or governmental regulation or court
decree or order which might reasonably be expected to result in a Material
Adverse Effect.

                                       30
<PAGE>

     SECTION 5.10.  Taxes.  Each Loan Party and its Subsidiaries has filed all
tax returns and reports required by law to have been filed by it and has paid
all taxes and governmental charges thereby shown to be owing, except any such
taxes or charges which are being contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books. No tax Liens (other than Liens for taxes not yet
due and payable or being contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have been set aside on
its books) have been filed with respect to any Loan Party or any of its
Subsidiaries and, to the knowledge of the Borrower, no claims with respect to
any such taxes or charges are being asserted which, individually or in the
aggregate, could result in a Material Adverse Effect.

     SECTION 5.11.  ERISA.  No ERISA Event has occurred or is reasonably
expected to occur with respect to any Plan of the Borrower or any of its ERISA
Affiliates which would result in a liability of $25,000,000 or more to the
Borrower. Since the most recent September 30 for which financial statements have
been delivered to the Lenders in accordance with Section 6.01 hereof, there has
been no material adverse change in the funding status of the Plans and no
"prohibited transaction" has occurred with respect thereto which is in either
event reasonably expected to result in a liability of $25,000,000 or more to the
Borrower.

     SECTION 5.12.  Accuracy of Information.  All factual information heretofore
or contemporaneously furnished by or on behalf of the Loan Parties in writing to
any Lender or the Agent for purposes of or in connection with this Agreement,
any other Loan Document or any transaction contemplated hereby is, and all other
such factual information hereafter furnished by or on behalf of the Loan Parties
to the Agent or any Lender will be, true and accurate in every material respect
on the date as of which such information is dated or certified, and not
incomplete by omitting to state any material fact necessary to make such
information not misleading.

     SECTION 5.13.  Public Utility Holding Company Act; Investment Company Act.
The Borrower is not a "public utility holding company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended; and neither Loan Party
is an "investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or an
"investment advisor" within the meaning of the Investment Advisors Act of 1940,
as amended. The Guarantor is a "public utility holding company" within the
meaning of the Public Utility Holding Company Act of 1935, as amended, but is
exempt from the provisions thereof (other than Section 9(a) thereof) by virtue
of an order issued by the Securities and Exchange Commission on July 22, 1994.
Such exemption is in full force and effect and, except for proceedings in
connection with the transactions contemplated by the Unicom/PECO Merger
Agreement, the Guarantor is not aware of any existing or proposed proceedings
contemplating the revocation or modification of such exemption.

     SECTION 5.14.  Year 2000.   Each Loan Party has made a full and complete
assessment of the Year 2000 Issues and has a realistic and achievable program
for remediating the Year 2000 Issues on a timely basis (the "Year 2000
Program"). Based on such assessment and on the Year 2000 Program, the Borrower
does not reasonably anticipate that Year 2000 Issues will have a Material
Adverse Effect.

                                       31
<PAGE>

                                  ARTICLE VI
                                   COVENANTS

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

     SECTION 6.01.  Reporting Requirements.  The Borrower will furnish to each
 Lender:

          (i) as soon as available and in any event within 60 days after the end
     of each of the first three quarters of each fiscal year of the Borrower, a
     consolidated balance sheet of the Borrower and its Subsidiaries as of the
     end of such quarter and consolidated statements of income, retained
     earnings and cash flows of the Borrower and its Subsidiaries for the period
     commencing at the end of the previous fiscal year and ending with the end
     of such quarter, all in reasonable detail and duly certified (subject to
     year-end audit adjustments) by the chief financial officer or the Treasurer
     of the Borrower as having been prepared in accordance (in all material
     respects) with GAAP consistently applied, except for (A) the absence of
     notes thereto and (B) changes in accounting principles required by GAAP;

          (ii) as soon as available and in any event within 120 days after the
     end of each fiscal year of the Borrower and its Subsidiaries, a
     consolidated balance sheet of the Borrower and its Subsidiaries as at the
     end of such fiscal year and consolidated statements of income, retained
     earnings and cash flows of the Borrower and its Subsidiaries for such
     fiscal year, certified in a manner acceptable to the Agent by Arthur
     Andersen LLP or another nationally-recognized independent public accounting
     firm selected by the Borrower and acceptable to the Agent;

          (iii)  concurrently with the financial statements for each quarterly
     accounting period and for each fiscal year of the Borrower furnished
     pursuant to paragraphs (i) and (ii) above, (A) a certificate of the chief
     financial officer, any vice president responsible for financial or
     accounting matters, or the Treasurer of the Borrower stating that (1)  the
     Borrower has performed and observed all of, and the Borrower is not in
     default in the performance or observance of any of, the terms, covenants,
     agreements and conditions of this Agreement or any other Loan Document or,
     if the Borrower shall be in default, specifying all such defaults and the
     nature thereof, of which the signer of such certificate may have knowledge,
     and (2) the signer has obtained no knowledge of any Unmatured Default or
     Default except as specified in such certificate, and (B) an analysis
     prepared and certified by the chief financial officer, any vice president
     responsible for financial or accounting matters, or the Treasurer of the
     Borrower of the covenant contained in Section 6.13 containing all
     information necessary for determining compliance by the Borrower with such
     covenant;

          (iv) as soon as available and in any event within 120 days after the
     end of each fiscal year of the Borrower and concurrently with the financial
     statements furnished pursuant to paragraph (ii), above, a written statement
     of the independent public accountants that certified such financial
     statements stating that, in making the

                                       32
<PAGE>

     examination necessary for their certification of such financial statements,
     they have obtained no knowledge of any Unmatured Default or Default by the
     Borrower in the observance of any of the covenants contained in Sections
     6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19 and 6.20 or, if such
     accountants shall have obtained knowledge of any such Unmatured Default or
     Default, specifying all such Unmatured Defaults and Defaults and the nature
     thereof, it being understood that they shall not be liable directly or
     indirectly for any failure to obtain knowledge of any Unmatured Default or
     Default;

          (v) as soon as possible and in any event within five days after the
     Guarantor becomes aware of the commencement of litigation against the
     Guarantor or any of its Subsidiaries that may result in a Material Adverse
     Effect or that questions the validity or enforceability of any Loan
     Document against the Borrower or the Guarantor, notice of such litigation
     describing in reasonable detail the facts and circumstances concerning such
     litigation and the Guarantor's, or such Subsidiary's, as the case may be,
     proposed actions in connection therewith; provided, that delivery of a copy
     of the Guarantor's current report on Form 8-K describing any such
     litigation shall be deemed to satisfy such requirement unless the Agent, or
     any Lender acting through the Agent, shall request any additional
     information relating to such litigation;

          (vi) if the Borrower has any class of securities registered under the
     Exchange Act, then promptly after the sending or filing thereof, copies of
     all reports which the Borrower sends to any of its security holders, and
     copies of all reports and registration statements (other than registration
     statements related to employee benefits plans) which the Borrower or any of
     its Subsidiaries files with the Securities and Exchange Commission or any
     national securities exchange;

          (vii)  as soon as possible and in any event (A) within 30 days after
     any ERISA Event described in clause (i) of the definition of ERISA Event
     with respect to any Plan of the Borrower or any ERISA Affiliate of the
     Borrower has occurred and (B) within 10 days after any other ERISA Event
     with respect to any Plan of the Borrower or any ERISA Affiliate of the
     Borrower has occurred, a statement of a Senior Financial Officer describing
     such ERISA Event and the action, if any, which the Borrower or such ERISA
     Affiliate proposes to take with respect thereto;

          (viii)  promptly after receipt thereof by the Borrower or any of its
     ERISA Affiliates from the PBGC, copies of each notice received by the
     Borrower or such ERISA Affiliate of the PBGC's intention to terminate any
     Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed
     to administer any such Plan;

          (ix) promptly after receipt thereof by the Borrower or any ERISA
     Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each
     notice received by the Borrower or such ERISA Affiliate concerning the
     imposition or amount of withdrawal liability in an aggregate principal
     amount of at least $25,000,000 pursuant to Section 4202 of ERISA in respect
     of which the Borrower or such ERISA Affiliate is reasonably expected to be
     liable;

                                       33
<PAGE>

          (x) as soon as possible and in any event within ten days after the
     Borrower knows or should have reason to know of the occurrence of each
     Unmatured Default or Default continuing on the date of such statement, a
     statement of the chief financial officer, any vice president responsible
     for financial or accounting matters, or the Treasurer of the Borrower
     setting forth details of such Unmatured Default or Default and the action
     that the Borrower has taken and proposes to take with respect thereto; and

          (xi) such other information respecting the business, assets, revenues,
     financial condition, results of operations, operations, business, Property
     or prospects of the Borrower or any of its Subsidiaries as the Agent or any
     Lender, through the Agent, may from time to time reasonably request.

     SECTION 6.02.  Preservation of Corporate Existence, Etc.   The Borrower
will preserve and maintain, and cause each of its Subsidiaries to preserve and
maintain, its legal existence in the jurisdiction of its organization and
qualify and remain qualified as a foreign organization in each jurisdiction in
which such qualification is reasonably necessary in view of its business and
operations or the ownership of its properties, and preserve, renew and keep in
full force and effect the rights, privileges and franchises necessary or
desirable in the normal conduct of its business; provided, however, that neither
the Borrower nor any such Subsidiary shall be required to preserve and maintain
any such right, privilege or franchise, and no Subsidiary shall be required to
preserve and maintain its corporate existence, unless the failure to do so would
have a Material Adverse Effect.

     SECTION 6.03.  Compliance with Laws, Etc.   The Borrower will comply, and
cause each of its Subsidiaries to comply, in all material respects with all
Applicable Laws, such compliance to include compliance with ERISA and
Environmental Laws.

     SECTION 6.04.  Maintenance of Insurance, Etc.   The Borrower will maintain,
and cause each of its Subsidiaries to maintain, such insurance as may be
required by law and such other insurance, to the extent and against such hazards
and liabilities, as is customarily maintained by companies similarly situated.

     SECTION 6.05.  Inspection Rights.   The Borrower will at any reasonable
time and from time to time as the Agent or any Lender may reasonably request,
permit the Agent, each Lender or any agents or representatives thereof to
examine and make copies of and abstracts from the records and books of account
of, and visit the properties of, the Borrower and any of its Subsidiaries, and
to discuss the affairs, finances and accounts of the Borrower and any of its
Subsidiaries with any of their respective officers or directors; provided,
however, that prior to the disclosure of any information or materials of the
Borrower or its Subsidiaries relating to customers, pricing methods or formulae,
or proprietary methods or processes, the Borrower may require the Lender seeking
to inspect the same to enter into a confidentiality and nondisclosure agreement
with respect to the use and disclosure of such information or materials in form
and substance reasonably satisfactory to the Borrower and such Lender and
containing other customary terms.

     SECTION 6.06.  Maintaining of Books.   The Borrower will maintain, and
cause each of its Subsidiaries to maintain, complete and accurate books of
record and account in which

                                       34
<PAGE>

entries shall be made of all financial transactions and the assets and business
of the Borrower and each of its Subsidiaries in accordance with GAAP.

     SECTION 6.07.  Maintenance of Properties.   The Borrower will cause all
properties used or useful in the conduct of the business of the Borrower or any
of its Subsidiaries to be maintained and kept in reasonable condition, repair
and working order, and cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; except
where the failure to do so would not have a Material Adverse Effect.

     SECTION 6.08.  Taxes and Liabilities.  The Borrower will pay, and cause
each of its Subsidiaries to pay, when due all taxes, assessments, governmental
charges and other liabilities imposed upon it or its property, except to the
extent contested in good faith and by appropriate proceedings and in respect of
which adequate reserves for the payment thereof have been set aside by the
Borrower or such Subsidiary, as the case may be, in accordance with GAAP.

     SECTION 6.09.  Use of Proceeds.  The Borrower will use the proceeds of each
Credit Extension hereunder for general corporate purposes, including, without
limitation, financing investments in non-public utility-regulated generation,
energy supply and energy-service-related businesses and projects, commercial
paper back-up and intercompany advances to the Guarantor in an aggregate amount
not to exceed $25,000,000 at any one time outstanding.

     SECTION 6.10.  ERISA.  (i) Permit to exist any "accumulated funding
deficiency" (as defined in Section 412(a) of the Internal Revenue Code of 1986,
as amended from time to time) (unless such deficiency exists with respect to a
Multiple Employer Plan or Multiemployer Plan and the Borrower has no control
over the reduction or elimination of such deficiency), (ii) terminate, or permit
any ERISA Affiliate of the Borrower to terminate, any Plan of the Borrower or
such ERISA Affiliate so as to result in a liability of $25,000,000 or more of
the Borrower to the PBGC, or (iii) permit to exist any occurrence of any
Reportable Event (as defined in Title IV of ERISA), other than a Reportable
Event for which the 30-day notice requirement with respect thereto has been
waived by the PBGC or any other event or condition, which presents a material
(in the reasonable opinion of the Required Lenders) risk of such a termination
by the PBGC of any Plan of the Borrower or such ERISA Affiliate and such a
liability to the Borrower.

     SECTION 6.11.  Year 2000.  The Borrower will take and will cause each of
its Subsidiaries to take all such actions as are reasonably necessary to
successfully implement the Year 2000 Program and to assure that Year 2000 Issues
will not have a Material Adverse Effect. At the request of the Agent, the
Borrower will provide a description of the Year 2000 Program, together with any
updates or progress reports with respect thereto.

     SECTION 6.12.  Borrower Stock.  The Borrower will not permit any of its
Subsidiaries to purchase, redeem, retire, or otherwise acquire for value any
shares of capital stock of the Borrower, or any warrants, rights, or options to
acquire any such shares, now or hereafter outstanding.

                                       35
<PAGE>

     SECTION 6.13.  Indebtedness.  The Borrower will not create, incur, assume
or suffer to exist any Indebtedness, other than (without duplication) (i)
Indebtedness hereunder and under the Notes and the other Loan Documents, (ii)
unsecured Contingent Obligations (other than in respect of Letters of Credit
issued pursuant to Section 2.19 hereof) in an aggregate amount at any one time
outstanding not to exceed the excess of (A) $700,000,000 over (B) the amount of
Contingent Obligations incurred by the Guarantor pursuant to Section 8(d)(iii)
of the Guaranty, and (iii) unsecured intercompany advances from the Guarantor
subordinated in all respects to any and all Indebtedness hereunder and under the
Notes upon the terms set forth in Exhibit G hereto; provided, however, that,
notwithstanding the foregoing, the aggregate amount of Indebtedness of the
Borrower and its Subsidiaries and of the Guarantor at any one time outstanding
shall not exceed $900,000,000; provided further, that for purposes of this
Section, the term "Indebtedness" shall not include the Unicom Investment Inc.
Debt.

     SECTION 6.14.  Investments in Other Persons.  The Borrower will not make,
or permit any of its Subsidiaries to make, any loan or advance to any Person or
purchase or otherwise acquire any capital stock, obligations or other securities
of, make any capital contribution to, or otherwise invest in, any Person, except
that (i) so long as no Unmatured Default or Default has occurred and is
continuing, (A) the Borrower may make capital contributions and intercompany
advances to any of its Subsidiaries, and (B) the Borrower or any of its
Subsidiaries may make loans or advances to or other investments in any other
Person to the extent that foreclosure upon any such equity investment or the
stock or assets of the Person to which any such loan or advance was made would
not have a Material Adverse Effect and (ii) the Borrower may make intercompany
advances to the Guarantor in an aggregate amount not to exceed $25,000,000 at
any one time outstanding.

     SECTION 6.15.  Distributions.  The Borrower will not upon the occurrence
and during the continuance of a Default, declare or pay, directly or indirectly,
any dividend, payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any share of any class of capital stock
of the Borrower, or purchase, redeem, retire, or otherwise acquire for value any
shares of any class of capital stock of the Borrower or any warrants, rights, or
options to acquire any such shares, now or hereafter outstanding, or make any
distribution of assets to any of its shareholders.

     SECTION 6.16.  Liens, Etc.   The Borrower will not create or suffer to
exist, or permit any of its Subsidiaries to create or suffer to exist, any lien,
security interest, or other charge or encumbrance, or any other type of
preferential arrangement, upon or with respect to any of its properties
(including, without limitation, the capital stock of or any other equity
interest in any of its Subsidiaries except to the extent such lien is created to
secure obligations in respect of Nonrecourse Indebtedness), whether now owned or
hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any
right to receive income, in each case to secure or provide for the payment of
any Indebtedness of any Person (any of the foregoing being referred to herein as
a "Lien"), other than (i) Liens imposed by law, such as carriers',
warehousemen's and mechanics' Liens and other similar Liens arising in the
ordinary course of business, (ii) Liens on the capital stock of or any other
equity interest in any of the Borrower's Subsidiaries or any such Subsidiary's
assets to secure the payment and performance of Indebtedness obligations in
connection with any project financing for such Subsidiary (provided that the
obligee of such obligations shall have no recourse to the Borrower to satisfy
such obligations, other than

                                       36
<PAGE>

pursuant to any such Liens on the Borrower's equity interests in its
Subsidiaries), (iii) Liens created in connection with the acquisition by
Subsidiaries of assets and the continuation of such Liens in connection with any
refinancing of the Indebtedness secured by such Liens, provided such Liens are
limited to the assets so acquired, (iv) Liens on the assets and/or rights to
receive income of any Person that exist at the time such Person becomes a
Subsidiary and the continuation of such Liens in connection with any refinancing
or restructuring of the obligations secured by such Liens, (v) Liens created in
connection with the incurrence by Subsidiaries from time to time of an amount
not to exceed $375,000,000 of Indebtedness at any one time outstanding and the
continuation of such Liens in connection with any refinancing of such
Indebtedness, (vi) Liens on the capital stock or other equity interest
evidencing an investment permitted under Section 6.14(i)(B), provided such Liens
are created in connection with the financing of the business of such Person,
(vii) Liens for taxes, assessments or governmental charges or levies to the
extent not past due or contested in good faith by appropriate proceedings, with
adequate reserves set aside for the payment thereof in accordance with GAAP,
(viii) pledges or deposits to secure obligations of Subsidiaries to energy
suppliers incurred in the ordinary course of business, (ix) Liens granted
hereunder to the Lenders and the LC Issuer in respect of the Facility LC
Collateral Account, (x) Liens, if any, arising in connection with Capitalized
Leases only on the equipment or property subject to such Capitalized Lease, (xi)
attachment, judgment or similar Liens arising in connection with court
proceedings, provided, that with respect to any Lien against the Guarantor
involving an amount of $10,000,000 or more, and against the Borrower and its
Subsidiaries involving an amount of $5,000,000 or more, the execution or other
enforcement of such Lien is effectively stayed and the claims secured thereby
are being actively contested in good faith by appropriate proceedings or the
payment of which is covered in full (subject to customary deductible amounts) by
insurance maintained with responsible insurance companies and the applicable
insurance company has acknowledged its liability therefor in writing, and (xii)
Liens of the Borrower or an Affiliate created, directly or indirectly, in
connection with the acquisition of the Replacement Property or created, directly
or indirectly, in connection with the Replacement Property Contracts.

     SECTION 6.17.  Mergers; Sale of Assets; Etc.   The Borrower will not (i)
merge or consolidate with or into any Person, or (ii) convey, transfer, lease or
otherwise dispose of, or permit any of its Subsidiaries to convey, transfer,
lease or otherwise dispose of, whether in one transaction or in a series of
transactions, and whether in a sale/leaseback transaction or otherwise, any
assets of the Borrower and its Subsidiaries (measured on a consolidated basis)
(whether now owned or hereafter acquired), unless (A) in the case of a merger
involving the Borrower, immediately after giving effect thereto, (1) no event
shall occur and be continuing that constitutes an Unmatured Default or a
Default, (2) the Borrower is the surviving corporation, and (3) the Borrower and
its Subsidiaries shall not be liable with respect to any Indebtedness or allow
their respective properties to be subject to any Lien which the Borrower or any
such Subsidiary could not become liable with respect to or allow its property to
become subject to under this Agreement on the date of such transaction, or (B)
in the case of any disposition of assets or any sale/leaseback transaction,
immediately after giving effect thereto, no event shall have occurred and be
continuing that constitutes an Unmatured Default or a Default (including,
without limitation, any Unmatured Default or Default that would result from a
breach by the Guarantor of Section 7(i) of the Guaranty).

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<PAGE>

     SECTION 6.18.  Other Agreements.  The Borrower will not enter into, or
permit any of its Subsidiaries to enter into, any agreement containing any
provision that would be violated or breached by the performance of its
obligations hereunder or under any instrument or document delivered or to be
delivered by the Borrower hereunder or in connection herewith.

     SECTION 6.19.  Regulation U.  The Borrower will not use or permit any
Facility LC or any proceeds of any Advance to be used, whether directly or
indirectly, for the purpose, whether immediate, incidental, or ultimate, of
"buying or carrying any margin stock" within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System.

     SECTION 6.20.  Transactions with Affiliates.  The Borrower will not enter
into, or permit any of its Subsidiaries to enter into, any transaction with an
Affiliate of the Borrower, unless (i) such transaction is on terms no less
favorable to the Borrower or such Subsidiary, as the case may be, than if the
transaction had been negotiated in good faith on an arm's length basis with a
Person that was not an Affiliate of the Borrower or (ii) such transaction is
conducted pursuant to the Affiliated Interests Agreement, dated as of December
4, 1995, among Commonwealth, the Guarantor and the other entities named therein,
as it may be amended or modified from time to time;  provided, the foregoing
shall not apply to (x) the transactions contemplated by the Asset Sale
Agreement, dated as of May 11, 1999, between Commonwealth and Unicom Investment
Inc. relating to the sale of Commonwealth's fossil generation assets and the
incurrence of the Unicom Investment Inc. Debt, (y) the transfer by Commonwealth
to Unicom Technology Development Inc., an Illinois corporation, of up to
$275,000,000 of the notes representing the Unicom Investment Inc. Debt under
said Asset Sale Agreement along with an obligation in respect of an equivalent
amount of Commonwealth's contingent obligation to pay post-retirement health
care benefits, and (z) transactions associated with a transfer of Commonwealth's
nuclear generating stations to a Subsidiary of the Guarantor.

                                  ARTICLE VII
                                   DEFAULTS

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

     SECTION 7.01.  The Borrower shall fail to pay any principal of any Note, or
any reimbursement obligation in respect of any drawing under any Facility LC,
when the same becomes due and payable; or

     SECTION 7.02.  The Borrower shall fail to pay any interest on any Note, any
fees or any other amount due under this Agreement for two Business Days after
the same becomes due and payable; or

     SECTION 7.03.  Any representation or warranty made or deemed made by the
Borrower herein or in any of the other Loan Documents or by the Borrower (or any
of its officers) in connection with this Agreement or any of the Loan Documents,
or any representation or warranty made or deemed made by the Guarantor in the
Guaranty or by the Guarantor (or any of its officers) in connection with the
Guaranty, shall prove to have been incorrect in any material respect when made
or deemed made; or

                                       38
<PAGE>

     SECTION 7.04.  (i) the Borrower shall fail to perform or observe any term,
covenant, or agreement contained in Section 6.01(v), 6.09, 6.12, 6.13, 6.14,
6.15, 6.16, 6.17, 6.18, 6.19 or 6.20; (ii) the Guarantor shall fail to perform
or observe any term, covenant or agreement contained in Section 2, 7(i), 7(j),
7(k) or 8 of the Guaranty; (iii) the Borrower shall fail to perform or observe
any other term, covenant, or agreement contained in this Agreement or in any
other Loan Document on its part to be performed or observed (and not
constituting a Default under any of the other provisions of this Section) if
such failure shall remain unremedied for 30 days after written notice thereof
shall have been given to the Borrower by the Agent; or (iv) the Guarantor shall
fail to perform or observe any other term, covenant, or agreement contained in
the Guaranty on its part to be performed or observed (and not constituting a
Default under any of the other provisions of this Section) if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given
to the Guarantor by the Agent; or

     SECTION 7.05.  Commonwealth shall fail to pay any principal of or premium
or interest on any of its Indebtedness (other than any Nonrecourse Indebtedness)
which is outstanding in a principal amount of at least $25,000,000 in the
aggregate, when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to any such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or

     SECTION 7.06.  The Guarantor shall fail to pay any principal of or premium
or interest on any of its Indebtedness (other than any Nonrecourse Indebtedness)
which is outstanding in a principal amount of at least $10,000,000 in the
aggregate, when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to any such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or

     SECTION 7.07.  The Borrower or any of its Subsidiaries shall fail to pay
any principal of or premium or interest on any of its Indebtedness (other than
Nonrecourse Indebtedness) which is outstanding in a principal amount of at least
$5,000,000 in the aggregate, when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise),
and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Indebtedness; or any
other event shall occur or condition shall exist under any agreement or
instrument relating to any such Indebtedness and shall continue after the
applicable grace period, if any, specified in such

                                       39
<PAGE>

agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Indebtedness;
or any such Indebtedness shall be declared to be due and payable, or required to
be prepaid (other than by a regularly scheduled required prepayment), prior to
the stated maturity thereof; or

     SECTION 7.08.  Either (i) the Guarantor, Commonwealth, the Borrower or any
Significant Subsidiary shall generally fail to pay, or admit in writing its
inability to pay, its debts as they become due, or shall voluntarily commence
any proceeding or file any petition under any bankruptcy, insolvency, or similar
law seeking dissolution, liquidation, or reorganization or the appointment of a
receiver, trustee, custodian, or liquidator for itself or its property, assets,
or business, or to effect a plan or other arrangement with its creditors, or
shall file any answer admitting the jurisdiction of the court and the material
allegations of any involuntary petition filed against it in any bankruptcy,
insolvency, or similar proceeding, or shall be adjudicated bankrupt, or shall
make a general assignment for the benefit of creditors, or shall consent to, or
acquiesce in the appointment of, a receiver, trustee, custodian, or liquidator
for itself or its property, assets, or business, or (ii) corporate action shall
be taken by the Guarantor, Commonwealth, the Borrower or any Significant
Subsidiary for the purpose of effectuating any of the foregoing; or

     SECTION 7.09.  Involuntary proceedings or an involuntary petition shall be
commenced or filed against the Guarantor, Commonwealth, the Borrower or any
Significant Subsidiary under any bankruptcy, insolvency, or similar law or
seeking the dissolution, liquidation, or reorganization of the Guarantor,
Commonwealth, the Borrower or such Significant Subsidiary (as the case may be)
or the appointment of a receiver, trustee, custodian, or liquidator for the
Guarantor, Commonwealth, the Borrower or such Significant Subsidiary (as the
case may be) or of a substantial part of the property, assets, or business of
the Guarantor, Commonwealth, the Borrower or such Significant Subsidiary (as the
case may be), or any writ, judgment, warrant of attachment, execution, or
similar process shall be issued or levied against a substantial part of the
property, assets, or business of the Guarantor, Commonwealth, the Borrower or
any Significant Subsidiary, and such proceedings or petition shall not be
dismissed, or such writ, judgment, warrant of attachment, execution, or similar
process shall not be released, vacated, or fully bonded, within 60 days after
commencement, filing, or levy, as the case may be; or

    SECTION 7.10.  Any judgment or order for the payment of money in excess of
(i) $10,000,000 shall be rendered against the Guarantor or any of its
properties, or (ii) $5,000,000 shall be rendered against the Borrower or any
Subsidiary of the Borrower or any of their respective properties, or (iii)
$25,000,000 shall be rendered against Commonwealth or any of its properties,
and, in any case either (A) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order, or (B) there shall be any period
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or

     SECTION 7.11.  Any ERISA Event shall have occurred with respect to a Plan
which could reasonably be expected to result in a liability of $25,000,000 or
more to the Borrower, and, 30 days after notice thereof shall have been given to
the Borrower by the Administrative Agent or any Lender, such ERISA Event shall
still exist; or

                                       40
<PAGE>

     SECTION 7.12.  The Borrower or any of its Subsidiaries shall default in the
payment when due, or in the performance or observance of, any Indebtedness
described in clause (iii), (vii), or (viii) of the definition of "Indebtedness"
or any obligation of, or condition agreed to by, the Borrower or such Subsidiary
with respect to any purchase or lease of goods or services (subject to any
applicable grace period and except as waived or to the extent that the existence
of any such default is being contested in good faith by appropriate proceedings
and reserves therefor are being maintained in accordance with GAAP) and such
default might reasonably be expected to result in a Material Adverse Effect; or

     SECTION 7.13.  The Guarantor shall fail to own directly 100% of the issued
and outstanding shares of capital stock of the Borrower or the Guarantor shall
fail to own directly at least 80% of the issued and outstanding shares of voting
capital stock of Commonwealth (in either case, a "Change of Control"); provided,
however, that the Unicom/PECO Merger shall not constitute a Change of Control.

     SECTION 7.14.  Any provision of the Guaranty or any of the subordination
provisions of any Indebtedness incurred by the Borrower pursuant to Section
6.13(iii) shall for any reason (except pursuant to the terms thereof) cease to
be valid and binding on the Guarantor or the Guarantor shall so assert in
writing; or

     SECTION 7.15.  Any provision of any Loan Document to which the Borrower is
a party shall for any reason (except pursuant to the terms thereof) cease to be
valid and binding on the Borrower or the Borrower shall so assert in writing; or

     SECTION 7.16.  At any time the LC Issuer shall have been served with or
otherwise subjected to a court order, injunction, or other process or decree
issued or granted at the instance of the Borrower restraining or seeking to
restrain the LC Issuer from paying any amount under any Facility LC issued by it
and either (i) there has been a drawing under such Facility LC which the LC
Issuer would otherwise be obligated to pay or (ii) the stated expiration date or
any reduction of the stated amount of such Facility LC has occurred but the
right of the beneficiary to draw thereunder has been extended in connection with
the pendency of the related court action or proceeding; or

     SECTION 7.17.  The Guarantor shall receive cash dividends from its
Subsidiaries in any two consecutive fiscal quarters of the Guarantor in an
aggregate amount less than $120,000,000.

                                 ARTICLE VIII
                ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     SECTION 8.01.  Acceleration; Facility LC Collateral Account.  (i)  If any
Default described in Section 7.08 or 7.09 occurs with respect to the Borrower,
the obligations of the Lenders to make Loans hereunder and the obligation and
power of the LC Issuer to issue Facility LCs shall automatically terminate and
the Obligations shall immediately become due and payable without any election or
action on the part of the Agent, the LC Issuer or any Lender and the Borrower
will be and become thereby unconditionally obligated, without any further
notice,

                                       41
<PAGE>

act or demand, to pay to the Agent an amount in immediately available funds,
which funds shall be held in the Facility LC Collateral Account, equal to the
difference of (x) the amount of LC Obligations at such time, less (y) the amount
on deposit in the Facility LC Collateral Account at such time which is free and
clear of all rights and claims of third parties and has not been applied against
the Obligations (such difference, the "Collateral Shortfall Amount"). If any
other Default occurs, the Required Lenders (or the Agent with the consent of the
Required Lenders) may during the continuance of such Default (a) terminate or
suspend the obligations of the Lenders to make Loans hereunder and the
obligation and power of the LC Issuer to issue Facility LCs, or declare the
Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which the Borrower hereby expressly waives, and (b)
upon notice to the Borrower and in addition to the continuing right to demand
payment of all amounts payable under this Agreement, make demand on the Borrower
to pay, and the Borrower will, forthwith upon such demand and without any
further notice or act, pay to the Agent the Collateral Shortfall Amount, which
funds shall be deposited in the Facility LC Collateral Account.

     (ii)  If at any time while any Default is continuing, the Agent determines
           that the Collateral Shortfall Amount at such time is greater than
           zero, the Agent may make demand on the Borrower to pay, and the
           Borrower will, forthwith upon such demand and without any further
           notice or act, pay to the Agent the Collateral Shortfall Amount,
           which funds shall be deposited in the Facility LC Collateral Account.

     (iii) The Agent may at any time or from time to time after funds are
           deposited in the Facility LC Collateral Account, apply such funds to
           the payment of the Obligations and any other amounts as shall from
           time to time have become due and payable by the Borrower to the
           Lenders or the LC Issuer under the Loan Documents.

     (iv)  At any time while any Default is continuing, neither the Borrower nor
           any Person claiming on behalf of or through the Borrower shall have
           any right to withdraw any of the funds held in the Facility LC
           Collateral Account. After all of the Obligations have been
           indefeasibly paid in full and the Aggregate Commitment has been
           terminated, any funds remaining in the Facility LC Collateral Account
           shall be returned by the Agent to the Borrower or paid to whomever
           may be legally entitled thereto at such time.

     (v)   If, within 30 days after acceleration of the maturity of the
           Obligations or termination of the obligations of the Lenders to make
           Loans and the obligation and power of the LC Issuer to issue Facility
           LCs hereunder as a result of any Default (other than any Default as
           described in Section 7.08 or 7.09 with respect to the Borrower) and
           before any judgment or decree for the payment of the Obligations due
           shall have been obtained or entered, the Required Lenders (in their
           sole discretion) shall so direct, the Agent shall, by notice to the
           Borrower, rescind and annul such acceleration and/or termination.

                                       42
<PAGE>

     SECTION 8.02.  Amendments.  Subject to the provisions of this Article VIII,
the Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders:

     (i)   (A) Extend the final maturity of any Loan, or (B) extend the expiry
           date of any Facility LC to a date after the earlier of (x) the date
           which is one year after the Facility Termination Date and (y) one
           year after the date of its issuance (or Modification), or (C) forgive
           all or any portion of the principal amount of any Loan or any
           Reimbursement Obligation related thereto, or (D) reduce the rate or
           extend the time of payment of interest or fees or Reimbursement
           Obligations.

     (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
           2.02, or increase the amount of the Aggregate Commitment, the
           Commitment of any Lender hereunder or the commitment to issue
           Facility LCs, or permit the Borrower to assign its rights under this
           Agreement.

     (iv)  Amend this Section.

     (v)   Release the Guarantor of its obligations under the Guaranty.

     (vi)  Amend Section 2.03 or 11.02.

     (vii) Release any of the collateral under the Facility LC Collateral
           Account.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent, and no amendment of any
provision relating to the LC Issuer shall be effective without the written
consent of the LC Issuer.  The Agent may waive payment of the fee required under
Section 12.03(b) without obtaining the consent of any other party to this
Agreement.

     SECTION 8.03.  Preservation of Rights.  No delay or omission of the
Lenders, the LC Issuer or the Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Default
or an acquiescence therein, and the making of a Credit Extension notwithstanding
the existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Credit Extension 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 8.02, 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 Agent, the LC Issuer and the Lenders until the Obligations have been paid
in full.

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<PAGE>

                                  ARTICLE IX
                              GENERAL PROVISIONS

     SECTION 9.01.  Survival of Representations.  All representations and
warranties of the Borrower contained in this Agreement shall survive the making
of the Loans herein contemplated.

     SECTION 9.02.  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.

     SECTION 9.03.  Headings.  Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

     SECTION 9.04.  Entire Agreement.  The Loan Documents embody the entire
agreement and understanding among the Borrower, the Agent and the Lenders and
supersede all prior agreements and understandings among the Borrower, the Agent
and the Lenders relating to the subject matter thereof other than the fee letter
described in Section 10.13.

     SECTION 9.05.  Several Obligations; Benefits of this Agreement.  The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Agent is authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.06, 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.

     SECTION 9.06.  Expenses; Indemnification.  (i) The Borrower shall reimburse
the Agent and the Arranger for any costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for the Agent,
which attorneys may be employees of the Agent) paid or incurred by the Agent or
the Arranger in connection with the preparation, negotiation, execution,
delivery, syndication, review, amendment, modification, and administration of
the Loan Documents. The Borrower also agrees to reimburse the Agent, the
Arranger and the Lenders for any costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for the Agent,
the Arranger and the Lenders, which attorneys may be employees of the Agent, the
Arranger or the Lenders) paid or incurred by the Agent, the Arranger or any
Lender in connection with the collection, enforcement or any workout or
restructuring of the Loan Documents. Expenses being reimbursed by the Borrower
under this Section include, without limitation, costs and expenses incurred in
connection with the Reports described in the following sentence. The Borrower
acknowledges that from time to time Bank One may prepare and may distribute to
the Lenders (but shall have no obligation or duty to prepare or to distribute to
the Lenders) certain audit reports (the "Reports") pertaining to the

                                       44
<PAGE>

Borrower's assets for internal use by Bank One from information furnished to it
by or on behalf of the Borrower, after Bank One has exercised its rights of
inspection pursuant to this Agreement.

     (ii) The Borrower hereby further agrees to indemnify the Agent, the
Arranger, each Lender, their respective affiliates, and each of their directors,
officers and employees against all losses, claims, damages, penalties,
judgments, liabilities and expenses (including, without limitation, attorneys'
fees and time charges of attorneys for the Agent, the Arranger and the Lenders,
which attorneys may be employees of the Agent, the Arranger or the Lenders, and
all expenses of litigation or preparation therefor whether or not the Agent, the
Arranger, any Lender or any affiliate 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 shall survive the termination of this Agreement.

     SECTION 9.07.  Numbers of Documents.  All statements, notices, closing
documents, and requests hereunder shall be furnished to the Agent with
sufficient copies so that the Agent may furnish one to each of the Lenders.

     SECTION 9.08.  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.

     SECTION 9.09.  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.

     SECTION 9.10.  Nonliability of Lenders.  The relationship between the
Borrower on the one hand and the Lenders and the Agent on the other hand shall
be solely that of borrower and lender. Neither the Agent, the Arranger nor any
Lender shall have any fiduciary responsibilities to the Borrower. Neither the
Agent, the Arranger nor any Lender undertakes any responsibility to the Borrower
to review or inform the Borrower of any matter in connection with any phase of
the Borrower's business or operations. The Borrower agrees that neither the
Agent, the Arranger nor any Lender shall have liability to the Borrower (whether
sounding in tort, contract or otherwise) for losses suffered by the Borrower in
connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless it is determined in
a final non-appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of the party
from which recovery is sought. Neither the Agent, the Arranger nor any Lender
shall have any liability with respect to, and the Borrower hereby waives,
releases and agrees not to sue for, any special, indirect or

                                       45
<PAGE>

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.

     SECTION 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 required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii)
permitted by Section 12.04.

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

     SECTION 9.13.  Disclosure.  The Borrower and each Lender hereby (i)
acknowledge and agree that Bank One and/or its Affiliates from time to time may
hold investments in, make other loans to or have other relationships with the
Borrower and its Affiliates, and (ii) waive any liability of Bank One or such
Affiliate of Bank One to the Borrower or any Lender, respectively, arising out
of or resulting from such investments, loans or relationships other than
liabilities arising out of the gross negligence or willful misconduct of Bank
One or its Affiliates.

                                   ARTICLE X
                                   THE AGENT

     SECTION 10.01.  Appointment; Nature of Relationship.  Bank One is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Agent") hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents.  The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X.  Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents.  In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting
as an independent contractor, the rights and duties of which are limited to
those expressly set forth in this Agreement and the other Loan Documents.  Each
of the Lenders hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.

                                       46
<PAGE>

     SECTION 10.02.  Powers.  The Agent shall have and may exercise such powers
under the Loan Documents as are specifically delegated to the Agent by the terms
of each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

     SECTION 10.03.  General Immunity.  Neither the Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrower, the
Lenders or any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of such Person.

     SECTION 10.04.  No Responsibility for Loans, Recitals, Etc.  Neither the
Agent nor any of its directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into, or verify (a) any
statement, warranty or representation made in connection with any Loan Document
or any borrowing hereunder; (b) the performance or observance of any of the
covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (c) the satisfaction of any condition specified in Article IV,
except receipt of items required to be delivered solely to the Agent; (d) the
existence or possible existence of any Default or Unmatured Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith;
(f) the value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

     SECTION 10.05.  Action on Instructions of Lenders.  The Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other Loan Document in accordance with written instructions signed by
the Required Lenders, and such instructions and any action taken or failure to
act pursuant thereto shall be binding on all of the Lenders.  The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
or any other Loan Document unless it shall be requested in writing to do so by
the Required Lenders.  The Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

     SECTION 10.06.  Employment of Agents and Counsel.  The Agent may execute
any of its duties as Agent hereunder and under any other Loan Document by or
through employees, agents, and attorneys-in-fact and shall not be answerable to
the Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of

                                       47
<PAGE>

counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

     SECTION 10.07.  Reliance on Documents; Counsel.  The Agent shall be
entitled to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Agent, which
counsel may be employees of the Agent.

     SECTION 10.08.  Agent's Reimbursement and Indemnification.  The Lenders
agree to reimburse and indemnify the Agent ratably in proportion to their
respective Commitments (or, if the Commitments have been terminated, in
proportion to their Commitments immediately prior to such termination) (i) for
any amounts not reimbursed by the Borrower for which the Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses incurred by the Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by the Agent
in connection with any dispute between the Agent and any Lender or between two
or more of the Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that (i) no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Agent and (ii) any indemnification required
pursuant to Section 3.05(vii) shall, notwithstanding the provisions of this
Section, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section shall survive payment
of the Obligations and termination of this Agreement.

     SECTION 10.09.  Notice of Default.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default".  In the event
that the Agent receives such a notice, the Agent shall give prompt notice
thereof to the Lenders.

     SECTION 10.10.  Rights as a Lender.  In the event the Agent is a Lender,
the Agent shall have the same rights and powers hereunder and under any other
Loan Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term "Lender" or
"Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this

                                       48
<PAGE>

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. The Agent, in its individual capacity, is
not obligated to remain a Lender.

     SECTION 10.11.  Lender Credit Decision.  Each Lender acknowledges that it
has, independently and without reliance upon the Agent, the Arranger or any
other Lender and based on the financial statements prepared by the Borrower and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

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

     SECTION 10.13.  Agent's Fee.  The Borrower agrees to pay to the Agent, for
its own account, the fees agreed to by the Borrower and the Agent pursuant to
that certain letter agreement dated November 12, 1999, or as otherwise agreed
from time to time.

                                       49
<PAGE>

     SECTION 10.14.  Delegation to Affiliates.  The Borrower and the Lenders
agree that the Agent may delegate any of its duties under this Agreement to any
of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers,
agents and employees) which performs duties in connection with this Agreement
shall be entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

     SECTION 10.15.  Documentation Agent, Syndication Agent, Etc.  Neither of
the Lenders identified in this Agreement as Documentation Agent or the
Syndication Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of such Lenders shall have
or be deemed to have a fiduciary relationship with any Lender. Each Lender
hereby makes the same acknowledgments with respect to such Lenders as it makes
with respect to the Agent in Section 10.11.

                                  ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

     SECTION 11.01.  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 thereof, shall then be due.

     SECTION 11.02.  Ratable Payments.  If any Lender, whether by setoff or
otherwise, has payment made to it of the Obligations (other than payments
received pursuant to Section 3.01, 3.02, 3.04 or 3.05) in a greater proportion
than that received by any other Lender, such Lender agrees, promptly upon
demand, to purchase a portion of the Obligations held by the other Lenders so
that after such purchase each Lender will hold its ratable proportion of the
Obligations.  If any Lender, whether in connection with setoff or amounts which
might be subject to setoff or otherwise, receives collateral or other protection
for the 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 the
Obligations.  In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made.  If an amount to be
setoff is to be applied to Indebtedness of the Borrower to a Lender other than
Indebtedness comprised of Loans made by such Lender, such amount shall be
applied ratably to such other Indebtedness and to the Indebtedness comprised of
the Obligations.

                                  ARTICLE XII
               BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     SECTION 12.01.  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

                                       50
<PAGE>

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 12.03.
The parties to this Agreement acknowledge that clause (ii) of this Section
relates only to absolute assignments and does not prohibit assignments creating
security interests, including, without limitation, any pledge or assignment by
any Lender of all or any portion of its rights under this Agreement and any Note
to a Federal Reserve Bank; provided, however, that no such pledge or assignment
creating a security interest shall release the transferor Lender from its
obligations hereunder unless and until the parties thereto have complied with
the provisions of Section 12.03. The Agent may treat the Person which made any
Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with Section 12.03; provided, however, that the
Agent may in its discretion (but shall not be required to) follow instructions
from the Person which made any Loan or which holds any Note to direct payments
relating to such Loan or Note to another Person. Any assignee of the rights to
any Loan or any Note agrees by acceptance of such 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 or assignee of the rights to such Loan.

     SECTION 12.02.  Participations.

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

     (b) 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, Reimbursement Obligation or
Commitment, extends the Facility Termination Date, postpones any date fixed for
any regularly-scheduled payment of principal of, or interest or fees on, any
such Loan, Reimbursement Obligation or Commitment, releases any guarantor of any
such Credit Extension or releases any collateral held in the Facility LC
Collateral Account (except in accordance with the terms hereof) or all or
substantially all of the collateral, if any, securing any such Credit Extension.

                                       51
<PAGE>

     (c) Benefit of Setoff and Certain Other Rights. The Borrower agrees that
each Participant shall be deemed to have the right of setoff provided in Section
11.01 and the other rights of the Lenders under Sections 3.01, 3.02, 3.04 and
3.05 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 11.01 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 11.01, 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 11.02 as if each Participant were a Lender.

     SECTION 12.03.  Assignments.

     (a) 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 Agent shall be required prior to an
assignment becoming effective with respect to a Purchaser which is not a Lender
or an Affiliate thereof; provided, however, that if a Default has occurred and
is continuing, the consent of the Borrower shall not be required. Such consent
shall not be unreasonably withheld or delayed. Each such assignment with respect
to a Purchaser which is not a Lender or an Affiliate thereof shall (unless each
of the Borrower and the Agent otherwise consents) be in an amount not less than
the lesser of (i) $10,000,000 or (ii) the remaining amount of the assigning
Lender's Commitment (calculated as at the date of such assignment) or
outstanding Loans (if the applicable Commitment has been terminated). After
giving effect to any partial assignment, the Commitment of each of the assignor
and assignee shall be at least $10,000,000 (unless each of the Borrower and the
Agent otherwise consents).

     (b) Effect; Effective Date.  Upon (i) delivery to the Agent of an
assignment, together with any consents required by Section 12.03(a), and (ii)
payment of a $4,000 fee to the Agent for processing such assignment (unless such
fee is waived by the Agent), such assignment shall become effective on the
effective date specified in such assignment. The assignment shall contain a
representation by the Purchaser to the effect that none of the consideration
used to make the purchase of the Commitment and Loans under the applicable
assignment agreement constitutes "plan assets" as defined under ERISA and that
the rights and interests of the Purchaser in and under the Loan Documents will
not be "plan assets" under ERISA. On and after the effective date of such
assignment, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by or on behalf of the Lenders
and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, provided,
however, such Purchaser shall not be entitled to make an immediate demand under
Article III, and no further consent or action by the Borrower, the Lenders or
the Agent shall be required to release the transferor Lender with respect to the
percentage of the Aggregate Commitment and Loans assigned to such Purchaser.
Upon the consummation of any assignment to a Purchaser pursuant to this Section,
the transferor

                                       52
<PAGE>

Lender, the Agent and the Borrower shall, if the transferor Lender or the
Purchaser desires that its Loans be evidenced by Notes, make appropriate
arrangements so that new Notes or, as appropriate, replacement Notes are issued
to such transferor Lender and new Notes or, as appropriate, replacement Notes,
are issued to such Purchaser, in each case in principal amounts reflecting their
respective Commitments, as adjusted pursuant to such assignment.

     SECTION 12.04.  Dissemination of Information.  The Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

     SECTION 12.05.  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 3.05(iv).

                                 ARTICLE XIII
                                    NOTICES

     SECTION 13.01.  Notices.  Except as otherwise permitted by Section 2.14
with respect to borrowing notices, all notices, requests and other
communications to any party hereunder shall be in writing (including electronic
transmission, facsimile transmission or similar writing) and shall be given to
such party: (x) in the case of the Borrower or the Agent, at its address or
facsimile number set forth on the signature pages hereto, (y) in the case of any
Lender, at its address or facsimile number set forth below its signature hereto
or (z) 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 Agent and the
Borrower in accordance with the provisions of this Section. 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 Agent under Article II shall not
be effective until received.

     SECTION 13.02.  Change of Address.  The Borrower, the Agent and any Lender
may each change the address for service of notice upon it by a notice in writing
to the other parties hereto.

                                       53
<PAGE>

                                  ARTICLE XIV
                                 COUNTERPARTS

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


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

     SECTION 15.01.  CHOICE OF LAW.  THE LOAN DOCUMENTS SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     SECTION 15.02.  CONSENT TO JURISDICTION.  THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW
YORK STATE COURT SITTING IN NEW YORK CITY 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 NEW YORK CITY.

     SECTION 15.03.  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.

                                       54
<PAGE>

                              UNICOM ENTERPRISES INC.


                              By  /s/ Patricia L. Kampling
                                 -------------------------
                                 Patricia L. Kampling
                                 Treasurer

<PAGE>

                              BANK ONE, NA
                              (Main Branch - Chicago)


                              By  /s/ Robert Bussa
                                 -------------------------
                                 Robert Bussa
                                 1/st/ Vice President

                                       2
<PAGE>

                              ABN AMRO BANK N.V.


                              By  /s/ Philip J. Leigh
                                 -------------------------
                                 Philip J. Leigh
                                 Vice President



                              By  /s/ Robert E. Lee IV
                                 -------------------------
                                 Robert E. Lee IV
                                 Assistant Vice President

                                       3
<PAGE>

                              BANK OF AMERICA, N.A.


                              By  /s/ Gretchen P. Burud
                                 -------------------------
                                 Gretchen P. Burud
                                 Principal

                                       4
<PAGE>

                              BANK OF MONTREAL


                              By  /s/ Kresten M. Bjornsson
                                 -------------------------
                                 Kresten M. Bjornsson
                                 Director

                                       5
<PAGE>

                              THE BANK OF NEW YORK


                              By  /s/ Nathan S. Howard
                                 -------------------------
                                 Nathan S. Howard
                                 Vice President

                                       6
<PAGE>

                              BARCLAYS BANK PLC


                              By  /s/ Sydney G. Dennis
                                 -------------------------
                                 Sydney G. Dennis
                                 Director

                                       7
<PAGE>

                              BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS
                                BRANCH


By   /s/ Hereward Drummond    By  /s/ Sean O'Sullivan
   -------------------------     -------------------------
   Hereward Drummond             Sean O'Sullivan
   Senior Vice President         Vice President

                                       8
<PAGE>

                              THE CHASE MANHATTAN BANK


                              By  /s/ Paul V. Farrell
                                 -------------------------
                                 Paul V. Farrell
                                 Vice President

                                       9
<PAGE>

                              CIBC INC.


                              By  /s/ Denis P. O'Meara
                                 -------------------------
                                 Denis P. O'Meara
                                 Executive Director

                                       10
<PAGE>

                              CITIBANK, N.A.


                              By  /s/ J. Nicholas McKee
                                 -------------------------
                                 J. Nicholas McKee
                                 Vice President

                                       11
<PAGE>

                              CREDIT LYONNAIS, CHICAGO BRANCH


                              By  /s/ Lee E. Greve
                                 -------------------------
                                 Lee E. Greve
                                 First Vice President

                                       12
<PAGE>

                              THE DAI-ICHI KANGYO BANK, LTD.


                              By  /s/ Nobuyasu Fukatsu
                                 -------------------------
                                 Nobuyasu Fukatsu
                                 General Manager

                                       13
<PAGE>

                              THE FUJI BANK, LIMITED


                              By  /s/ Peter L. Chinnici
                                 -------------------------
                                 Peter L. Chinnici
                                 Senior Vice President & Group Head

                                       14
<PAGE>

                              THE INDUSTRIAL BANK OF JAPAN, LTD.


                              By  /s/ Walter R. Wolff
                                 -------------------------
                                 Walter R. Wolff
                                 Joint General Manager

                                       15
<PAGE>

                              MELLON BANK, N.A.


                              By  /s/ Richard A. Matthews
                                 -------------------------
                                 Richard A. Matthews
                                 Vice President

                                       16
<PAGE>

                              MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                              By  /s/ Robert Bottamedi
                                 -------------------------
                                 Robert Bottamedi
                                 Vice President

                                       17
<PAGE>

                              NATIONAL CITY BANK OF MICHIGAN/ILLINOIS


                              By  /s/ Mark R. Long
                                 -------------------------
                                 Mark R. Long
                                 Vice President

                                       18
<PAGE>

                              THE NORTHERN TRUST COMPANY


                              By  /s/ Joseph A. Wemhoff
                                 -------------------------
                                 Joseph A. Wemhoff
                                 Vice President

                                       19
<PAGE>

                              THE SAKURA BANK, LIMITED


                              By  /s/ Yoshikazu Nagura
                                 -------------------------
                                 Yoshikazu Nagura
                                 Senior Vice President

                                       20
<PAGE>

                              UNION BANK OF CALIFORNIA, N.A.


                              By  /s/ Jason P. DiNapoli
                                 -------------------------
                                 Jason P. DiNapoli
                                 Vice President

                                       21
<PAGE>

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
   APPLICABLE                         LEVEL I             LEVEL II           LEVEL III           LEVEL IV
     MARGIN                           STATUS               STATUS              STATUS             STATUS
-----------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                 <C>                 <C>
Eurodollar Rate                        0.875%              1.000%              1.125%              2.000%
-----------------------------------------------------------------------------------------------------------
Floating Rate                          0.000%              0.000%              0.000%              0.500%
-----------------------------------------------------------------------------------------------------------
Utilized Eurodollar Rate               1.000%              1.125%              1.375%              2.500%
-----------------------------------------------------------------------------------------------------------
Utilized Floating Rate                 0.125%              0.125%              0.250%              1.000%
===========================================================================================================
</TABLE>



<TABLE>
<CAPTION>
       APPLICABLE                     LEVEL I             LEVEL II           LEVEL III             LEVEL IV
        FEE RATE                       STATUS              STATUS              STATUS               STATUS
-----------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                 <C>                  <C>
LC Fee                                 0.875%              1.000%               1.125%              2.000%
-----------------------------------------------------------------------------------------------------------
Commitment Fee                         0.150%              0.175%               0.225%              0.375%
===========================================================================================================
</TABLE>

     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 Guarantor's
Moody's Rating is Baa1 or better and the Guarantor's S&P Rating is BBB+ or
better.

     "Level II Status" exists at any date if, on such date, (i) the Guarantor
has not qualified for Level I Status and (ii) the Guarantor's Moody's Rating is
Baa2 or better and the Guarantor's S&P Rating is BBB or better.

     "Level III Status" exists at any date if, on such date, (i) the Guarantor
has not qualified for Level I Status or Level II Status and (ii) the Guarantor's
Moody's Rating is Baa3 or better and the Guarantor's S&P Rating is BBB- or
better.

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

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

     "S&P Rating" means, at any time, the rating issued by S&P and then in
effect with respect to the Guarantor'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.


<PAGE>

     The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Guarantor'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 Guarantor has no Moody's
Rating or no S&P Rating, Level IV Status shall exist.

     If the Guarantor is split-rated and the ratings differential is one level,
the rating with the greater margin will apply. If the Guarantor is split-rated
and the ratings differential is two levels or more, the intermediate rating at
the midpoint will apply. If there is no midpoint, the intermediate rating with
the greater margin will apply.

                                       2
<PAGE>

                                   EXHIBIT B
                            COMPLIANCE CERTIFICATE



To:  The Lenders parties to the
     Credit Agreement Described Below

     This Compliance Certificate is furnished pursuant to that certain Credit
Agreement, dated as of December 17, 1999 (as amended, modified, renewed or
extended from time to time, the "Agreement") among Unicom Enterprises Inc. (the
"Borrower"), the lenders party thereto and Bank One, NA, as Agent for the
Lenders.  Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

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

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

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

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

     5.  Schedule II attached hereto sets forth financial data and computations
evidencing the Guarantor's compliance with certain covenants of the Guaranty,
all of which data and computation are true and correct.

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

                                       i
<PAGE>

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

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


                                          ______________________________

                                       ii
<PAGE>

                     SCHEDULE I TO COMPLIANCE CERTIFICATE

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

                                       1
<PAGE>

                     SCHEDULE II TO COMPLIANCE CERTIFICATE

                     Compliance as of _________, ____ with
                     Provisions of        and          of
                                 the Guaranty

                                       1
<PAGE>

                                   EXHIBIT C
                             ASSIGNMENT AGREEMENT

     This Assignment Agreement (this "Assignment Agreement") between
_____________________ (the "Assignor") and ________________________ (the
"Assignee") is dated as of ________________, 19__/20__.  The parties hereto
agree as follows:

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

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

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

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

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

     6.  Representations Of The Assignor; Limitations On The Assignor's
Liability.  The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the


<PAGE>

Assignor and (iii) the execution and delivery of this Assignment Agreement by
the Assignor is duly authorized. It is understood and agreed that the assignment
and assumption hereunder are made without recourse to the Assignor and that the
Assignor makes no other representation or warranty of any kind to the Assignee.
Neither the Assignor nor any of its officers, directors, employees, agents or
attorneys shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting the Assignor and the other
Lenders a security interest in assets of the Borrower or the 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 the Guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
property, books or records of the Borrower, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.

     7.  Representations And Undertakings Of The Assignee.  The Assignee (i)
confirms that it has received a copy of the Credit Agreement, together with
copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is
duly authorized, (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to
be performed by it as a Lender, (vi) agrees that its payment instructions and
notice instructions are as set forth in the attachment to Schedule 1, (vii)
confirms that none of the funds, monies, assets or other consideration being
used to make the purchase and assumption hereunder are "plan assets" as defined
under ERISA and that its rights, benefits and interests in and under the Loan
Documents will not be "plan assets" under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and expenses (including,
without limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's non-
performance of the obligations assumed under this Assignment Agreement, and (ix)
if applicable, attaches the forms prescribed by the Internal Revenue Service of
the United States certifying that the Assignee is entitled to receive payments
under the Loan Documents without deduction or withholding of any United States
federal income taxes.

     8.  Governing Law.  This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of New York.

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


<PAGE>

     10.  Counterparts; Delivery By Facsimile.  This Assignment Agreement may be
executed in counterparts.  Transmission by facsimile of an executed counterpart
of this Assignment Agreement shall be deemed to constitute due and sufficient
delivery of such counterpart and such facsimile shall be deemed to be an
original counterpart of this Assignment Agreement.

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


<PAGE>

                                   SCHEDULE 1
                            to Assignment Agreement

1.  Credit Agreement, dated as of December 17, 1999, among Unicom Enterprises
Inc., the Lenders party thereto, Bank One, NA, as Agent and Banc One Capital
Markets, Inc., as Lead Arranger and Sole Book Runner (the "Credit Agreement"):

2.  Date of Assignment Agreement:               , 19__/20__

3.  Assignee's percentage of the Facility
    purchased under the Assignment Agreement*       ____%
4.  Assignee's Commitment (or Loans with
    respect to terminated Commitments)
    purchased hereunder:                                $___________________
5.  Proposed Effective Date:                            ____________________
6.  Non-standard Recordation Fee Arrangement      N/A**
                                                  [Assignor/Assignee to pay 100%
                                                  of fee] [Fee waived by Agent]

Accepted and Agreed:

[NAME OF ASSIGNOR]                        [NAME OF ASSIGNEE]

By:__________________________________     By:__________________________________
Title: ______________________________     Title: ______________________________


<PAGE>

ACCEPTED AND CONSENTED TO BY              ACCEPTED AND CONSENTED TO BY
UNICOM ENTERPRISES INC.                   BANK ONE, N.A.

By:__________________________________     By:__________________________________
Title: ______________________________     Title: ______________________________


*   Percentage taken to 10 decimal places
**  If fee is split 50-50, pick N/A as option


<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:  ____________________________

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

Booking Installation:  _______________ Booking Installation:  __________________
Name:  _______________________________ Name:  __________________________________
Telephone No.:  ______________________ Telephone No.:  _________________________
Fax No:  _____________________________ Fax No:  ________________________________
Telex No.:____________________________ Telex No.:_______________________________
Answerback:  _________________________ Answerback:  ____________________________


<PAGE>

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

Name & ABA # of Destination Bank:_______________________________________________
                                 _______________________________________________

Account Name & Number for Wire Transfer:________________________________________
                                        ________________________________________

Other Instructions:_____________________________________________________________
________________________________________________________________________________


Address for Notices for Assignee:_______________________________________________
                                 _______________________________________________
                                 _______________________________________________

                                       ii
<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.:  (312)__________           Telephone No.:  (312)___________
Fax No.:  (312)________________           Fax No.:  (312)_________________
               Bank One Telex No.:  190201 (Answerback: FNBC UT)

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

LIBOR - Fund 2 days after rates are set.

Bank One Wire Instructions:        Bank One, NA, ABA # 071000013
--------------------------         LS2 Incoming Account # 481152860000
                                   Ref:________________

Address for Notices for Bank One:  1 Bank One Plaza, Chicago, IL  60670
--------------------------------   Attn: Agency Compliance Division,
                                   Suite IL1-0353
                                   Fax No. (312) 732-2038 or (312) 732-4339

                                       iii
<PAGE>

                                   EXHIBIT D
                LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION


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

Re:  Credit Agreement, dated as of December 17, 1999 (as the same may be amended
     or modified, the "Credit Agreement"), among Unicom Enterprises Inc. (the
     "Borrower"), the Lenders named therein and the Agent.  Capitalized terms
     used herein and not otherwise defined herein shall have the meanings
     assigned thereto in the Credit Agreement.

     The Agent is specifically authorized and directed to act upon the following
standing money transfer instructions with respect to the proceeds of Advances or
other extensions of credit from time to time until receipt by the Agent of a
specific written revocation of such instructions by the Borrower, provided,
however, that the Agent may otherwise transfer funds as hereafter directed in
writing by the Borrower in accordance with Section 13.01 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._________________________________________________________________

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


                                                               December 17, 1999


     UNICOM ENTERPRISES INC., an Illinois corporation (the "Borrower"), promises
to pay to the order of ____________________________________ (the "Lender") its
portion of the Aggregate Outstanding Amount pursuant to Article II of the
Agreement (as hereinafter defined), in immediately available funds at the main
office of Bank One, NA in Chicago, Illinois, as Agent, together with interest on
the unpaid principal amount hereof at the rates and on the dates set forth in
the Agreement.  The Borrower shall pay the principal of and accrued and unpaid
interest on the Lender's portion of the Aggregate Outstanding Amount, except
with respect to Facility LCs referred to in the last sentence of Section
2.19(b), on the Facility Termination Date.

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

     This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Credit Agreement dated as of December 17, 1999 (which, as it
may be amended or modified and in effect from time to time, is herein called the
"Agreement"), among the Borrower, the Lenders named therein, and Bank One, NA,
as Agent, to which Agreement reference is hereby made for a statement of the
terms and conditions governing this Note, including the terms and conditions
under which this Note may be prepaid or its maturity date accelerated.  This
Note is guaranteed pursuant to the Guaranty, all as more specifically described
in the Agreement, and reference is made thereto for a statement of the terms and
provisions thereof.  Capitalized terms used herein and not otherwise defined
herein are used with the meanings attributed to them in the Agreement.

     THIS NOTE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.

                                UNICOM ENTERPRISES INC.

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


<PAGE>

                  SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                      TO
                      NOTE OF _________________________,
                           DATED DECEMBER 17, 1999,


<TABLE>
<CAPTION>
                     Principal            Maturity             Principal
                     Amount of           of Interest            Amount               Unpaid
Date                   Loan                Period                Paid                Balance
----                 ---------           -----------           ---------             -------
<S>                  <C>                 <C>                   <C>                   <C>
</TABLE>