<PAGE>   1
                                                                   Exhibit 10-CE
                                U.S. $900,000,000
                                CREDIT AGREEMENT

                           Dated as of March 11, 1998

                                      Among

                             COLUMBIA ENERGY GROUP,

                                  as Borrower,

                                       and

                        THE INITIAL LENDERS NAMED HEREIN,

                               as Initial Lenders,

                                       and

                                 CITIBANK, N.A.,

                    as Administrative and Syndication Agent,

                                       and

                    THE CHASE MANHATTAN BANK, MORGAN GUARANTY
          TRUST COMPANY OF NEW YORK AND PNC BANK, NATIONAL ASSOCIATION,


                           as Co-Documentation Agents,

                                       and

              BANK OF MONTREAL, CANADIAN IMPERIAL BANK OF COMMERCE,
                    THE CHASE MANHATTAN BANK, CITIBANK, N.A.,
  MORGAN GUARANTY TRUST COMPANY OF NEW YORK AND PNC BANK, NATIONAL ASSOCIATION,

                                as Co-Arrangers,

                                       and

                     BANK OF MONTREAL, BANKERS TRUST COMPANY
                     AND CANADIAN IMPERIAL BANK OF COMMERCE,

                           as Senior Managing Agents,

                                       and

                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                COMMERZBANK, THE FIRST NATIONAL BANK OF CHICAGO,
         THE FIRST NATIONAL BANK OF MARYLAND, FIRST UNION NATIONAL BANK,
                NATIONAL CITY BANK AND UNION BANK OF CALIFORNIA,

                                  as Co-Agents
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                                TABLE OF CONTENTS
<TABLE>
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<S>                                                                                                                       <C>
ARTICLE I    DEFINITIONS AND ACCOUNTING TERMS
             SECTION 1.01.  Certain Defined Terms.........................................................................   1
             SECTION 1.02.  Computation of Time Periods...................................................................  14
             SECTION 1.03.  Accounting Terms..............................................................................  14

ARTICLE II   AMOUNTS AND TERMS OF THE ADVANCES
             SECTION 2.01.  The Advances..................................................................................  14
             SECTION 2.02.  Making the Advances...........................................................................  16
             SECTION 2.03.  The Competitive Bid Advances..................................................................  18
             SECTION 2.04.  Issuance of and Drawings and Reimbursement Under Letters of Credit............................  21
             SECTION 2.05.  Optional Termination or Reduction of Revolving Credit Commitments.............................  22
             SECTION 2.06.  Repayment of Advances.........................................................................  22
             SECTION 2.07.  Interest on Advances..........................................................................  23
             SECTION 2.08.  Interest Rate Determination...................................................................  24
             SECTION 2.09.  Fees..........................................................................................  25
             SECTION 2.10.  Optional Conversion of Revolving Credit Advances..............................................  26
             SECTION 2.11.  Prepayments of Advances.......................................................................  26
             SECTION 2.12.  Increased Costs...............................................................................  27
             SECTION 2.13.  Illegality....................................................................................  28
             SECTION 2.14.  Payments and Computations.....................................................................  28
             SECTION 2.15.  Taxes.........................................................................................  29
             SECTION 2.16.  Sharing of Payments, Etc......................................................................  31
             SECTION 2.17.  Use of Proceeds...............................................................................  31

ARTICLE III  CONDITIONS TO EFFECTIVENESS AND LENDING
             SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01 and 2.03...............................  31
             SECTION 3.02.  Conditions Precedent to Each Borrowing........................................................  33
             SECTION 3.03.  Conditions Precedent to Each Competitive Bid Borrowing........................................  33
             SECTION 3.04.  Determinations Under Section 3.01.............................................................  34

ARTICLE IV   REPRESENTATIONS AND WARRANTIES
             SECTION 4.01.  Representations and Warranties of the Borrower................................................  34

ARTICLE V    COVENANTS OF THE BORROWER
             SECTION 5.01.  Affirmative Covenants.........................................................................  36
             SECTION 5.02.  Negative Covenants............................................................................  39
             SECTION 5.03.  Leverage Ratio................................................................................  41

ARTICLE VI   EVENTS OF DEFAULT
             SECTION 6.01.  Events of Default.............................................................................  41
             SECTION 6.02.  Actions in Respect of the Letters of Credit upon Default......................................  43

ARTICLE VII  THE AGENT
             SECTION 7.01.  Authorization and Action......................................................................  43
             SECTION 7.02.  Agent's Reliance, Etc.........................................................................  44
             SECTION 7.03.  Citibank and Affiliates.......................................................................  44
             SECTION 7.04.  Lender Credit Decision........................................................................  44
</TABLE>


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<TABLE>
<S>                                                                                                                         <C>
             SECTION 7.05.  Indemnification...............................................................................  44
             SECTION 7.06.  Successor Agent...............................................................................  45
             SECTION 7.07.  Senior Managing Agents and Co-Documentation Agents as Lenders.................................  45

ARTICLE VIII MISCELLANEOUS
             SECTION 8.01.  Amendments, Etc...............................................................................  45
             SECTION 8.02.  Notices, Etc..................................................................................  45
             SECTION 8.03.  No Waiver; Remedies...........................................................................  46
             SECTION 8.04.  Costs and Expenses; Indemnification; Limitation of Liability..................................  46
             SECTION 8.05.  Right of Setoff...............................................................................  47
             SECTION 8.06.  Binding Effect................................................................................  47
             SECTION 8.07.  Assignments, Designations and Participations..................................................  47
             SECTION 8.08.  Confidentiality...............................................................................  50
             SECTION 8.09.  Governing Law.................................................................................  50
             SECTION 8.10.  Execution in Counterparts.....................................................................  51
             SECTION 8.11.  Jurisdiction, Etc.............................................................................  51
             SECTION 8.12.  Severability of Provisions....................................................................  51
</TABLE>


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<PAGE>   4
SCHEDULES

Schedule I           -     List of Applicable Lending Offices

Schedule II          -     Non-Core Subsidiaries

Schedule 2.01(d)     -     Outstanding Letters of Credit

Schedule 3.01(b)     -     Disclosed Litigation

Schedule 4.01(c)     -     Required Authorizations and Approvals

Schedule 5.02(a)     -     Liens


EXHIBITS

Exhibit A-1          -     Form of Revolving Credit Note

Exhibit A-2          -     Form of Competitive Bid Note

Exhibit A-3          -     Form of Swing Line Promissory Note

Exhibit B-1          -     Form of Notice of Revolving Credit Borrowing

Exhibit B-2          -     Form of Notice of Competitive Bid Borrowing

Exhibit B-3          -     Form of Letter of Credit Request

Exhibit C            -     Form of Assignment and Acceptance

Exhibit D            -     Form of Designation Agreement

Exhibit E            -     Form of Opinion of Counsel for the Borrower


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<PAGE>   5
                              COLUMBIA ENERGY GROUP
                                CREDIT AGREEMENT


                           Dated as of March 11, 1998


                  Columbia Energy Group, a Delaware corporation (formerly known
as The Columbia Gas System, Inc.) (the "Borrower"), the banks, financial
institutions and other institutional lenders (the "Initial Lenders") listed on
the signature pages hereof, and Citibank, N.A. ("Citibank"), as administrative
agent and syndication agent (the "Agent") for the Lenders (as hereinafter
defined), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

            "364-Day Credit Agreement" means the Credit Agreement dated as of
      March 11, 1998 among the Borrower, the Agent and the lenders named
      therein.

            "364-Day Loan Documents" means the 364-Day Credit Agreement and the
      364-Day Notes.

            "364-Day Notes" means each of the promissory notes of the Borrower
      executed pursuant to the 364-Day Credit Agreement.

            "Adjusted CD Rate" means, for any Interest Period for each CD Rate
      Advance comprising part of the same Revolving Credit Borrowing, an
      interest rate per annum equal to the sum of:

                  (a) the rate per annum obtained by dividing (i) the rate of
            interest determined by the Agent to be the average (rounded upward
            to the nearest whole multiple of 1/100 of 1% per annum, if such
            average is not such a multiple) of the consensus bid rate determined
            by the Agent for the bid rates per annum, at 9:00 A.M. (New York
            City time) (or as soon thereafter as practicable) on the first day
            of such Interest Period, of two or more New York certificate of
            deposit dealers of recognized standing selected by the Agent for the
            purchase at face value of certificates of deposit of each Reference
            Bank in an amount substantially equal to such Reference Bank's CD
            Rate Advance comprising part of such Revolving Credit Borrowing and
            with a maturity equal to such Interest Period, by (ii) a percentage
            equal to 100% minus the Adjusted CD Rate Reserve Percentage for such
            Interest Period, plus

                  (b) the Assessment Rate for such Interest Period.

            "Adjusted CD Rate Reserve Percentage" for any Interest Period for
      all CD Rate Advances comprising part of the same Revolving Credit
      Borrowing means the reserve percentage applicable on the first day of such
      Interest Period under regulations issued from time to time by the Board of
      Governors of the Federal Reserve System (or any successor) for determining
      the maximum reserve requirement (including, but not limited to, any
      emergency, supplemental or other marginal reserve requirement) for
      Citibank with respect to liabilities consisting of or including (among
      other liabilities) U.S. dollar nonpersonal time deposits in the United
      States and with a maturity equal to such Interest Period.

            "Advance" means a Revolving Credit Advance, a Swing Line Advance, a
      Letter of Credit
<PAGE>   6
      Advance or a Competitive Bid Advance.

            "Affiliate" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such Person. For purposes of
      this definition, the term "control" (including the terms "controlling",
      "controlled by" and "under common control with") of a Person means the
      possession, direct or indirect, of the power to vote 20% or more of the
      Voting Stock of such Person or to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      Voting Stock, by contract or otherwise.

            "Agent's Account" means the account of the Agent maintained by the
      Agent at Citibank with its office at 2 Penn's Way, Suite 200, New Castle,
      Delaware 19720.

            "Applicable Lending Office" means, with respect to each Lender, such
      Lender's Domestic Lending Office in the case of a Base Rate Advance or a
      CD Rate Advance and such Lender's Eurodollar Lending Office in the case of
      a Eurodollar Rate Advance and, in the case of a Competitive Bid Advance,
      the office of such Lender notified by such Lender to the Agent as its
      Applicable Lending Office with respect to such Competitive Bid Advance.

            "Applicable Margin" means, as of any date, a percentage per annum
      determined by reference to the public debt rating in effect on such date
      as set forth below:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                      Applicable Margin
    Public Debt Rating        Applicable Margin for        Applicable Margin for         for CD Rate     Applicable Margin
        S&P/Moody's             Base Rate Advances       Eurodollar Rate Advances         Advances        for Facility Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                        <C>                          <C>                <C>
Level 1                                 0                               .115%                .24%               .065%

  AA-/AA3 or higher
-----------------------------------------------------------------------------------------------------------------------------------
Level 2                                 0                                .15%               .275%                .07%

  A+/A/A1/A2
-----------------------------------------------------------------------------------------------------------------------------------
Level 3                                 0                                .17%               .295%                .09%

  A-/A3
-----------------------------------------------------------------------------------------------------------------------------------
Level 4                                 0                                .19%               .315%                .11%

  BBB+/Baa1
-----------------------------------------------------------------------------------------------------------------------------------
Level 5                                 0                               .235%                .36%                .13%

  BBB/Baa2
-----------------------------------------------------------------------------------------------------------------------------------
Level 6                                 0                               .285%                .41%                .15%

  BBB-/Baa3
-----------------------------------------------------------------------------------------------------------------------------------
Level 7                                 0                                 .5%               .625%                .20%

  BB+/BB/Ba1/Ba2
-----------------------------------------------------------------------------------------------------------------------------------
Level 8                                 0                               1.00%              1.125%                .50%

  BB-/Ba3 or lower
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

      For purposes of this definition, "public debt rating" means, as of any
      date, the rating that has been most recently announced by either S&P or
      Moody's, as the case may be, for any class of non-credit enhanced
      long-term senior unsecured debt issued by the Borrower. For purposes of
      the foregoing, (a) if only one


                                       2
<PAGE>   7
      of S&P and Moody's shall have in effect a public debt rating, the
      Applicable Margin shall be determined by reference to the available
      rating; (b) if neither S&P nor Moody's shall have in effect a public debt
      rating, the Applicable Margin will be set in accordance with Level 8 under
      the definition of "Applicable Margin"; (c) if the ratings established by
      S&P and Moody's shall fall within different levels, the Applicable Margin
      shall be determined by reference to the higher rating; provided, however,
      that (i) if the ratings are different by two or more levels, the
      Applicable Margin shall be determined by reference to the rating that is
      one rating lower than the higher rating and (ii) if one rating is
      investment grade (BBB-/Baa3 or better) and the other rating is
      non-investment grade, (BB+/Ba1 or lower), then the Applicable Margin shall
      be determined by reference to the higher of (A) the Applicable Margin
      yielded by the previous exception and (B) except with respect to Base Rate
      Advances, an increase of 5 basis points per annum in each Applicable
      Margin for Level 6; (d) if any rating established by S&P or Moody's shall
      be changed, such change shall be effective as of the date on which such
      change is first announced publicly by the rating agency making such
      change; and (e) if S&P or Moody's shall change the basis on which ratings
      are established, each reference to the public debt rating announced by S&P
      or Moody's, as the case may be, shall refer to the then equivalent rating
      by S&P or Moody's, as the case may be.

            "Appropriate Lender" means, at any time, with respect to (a) the
      Revolving Credit Facility, a Lender that has a Revolving Credit Commitment
      with respect to such Facility at such time, (b) the Letter of Credit
      Facility, (i) any Issuing Lender and (ii) if the other Lenders have made
      Letter of Credit Advances pursuant to Section 2.04(b) that are outstanding
      at such time, each such other Lender and (c) the Swing Line Facility, a
      Swing Line Bank that has a Swing Line.

            "Arranger" means Citicorp Securities, Inc., as arranger of the
      syndicate of Initial Lenders hereunder.

            "Assessment Rate" for any Interest Period for all CD Rate Advances
      comprising part of the same Revolving Credit Borrowing means the annual
      assessment rate estimated by the Agent on the first day of such Interest
      Period for determining the then current annual assessment payable by
      Citibank to the Federal Deposit Insurance Corporation (or any successor)
      for insuring U.S. dollar deposits of Citibank in the United States.

            "Assignment and Acceptance" means an assignment and acceptance
      entered into by a Lender and an Eligible Assignee, and accepted by the
      Agent, in substantially the form of Exhibit C hereto.

            "Available Amount" of any Letter of Credit means, at any time, the
      maximum amount or the U.S. Dollar Equivalent of the maximum amount
      available to be drawn under such Letter of Credit at such time (assuming
      compliance at such time with all conditions to drawing).

            "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, 11 U.S.C.
      Sections 101 et seq., as amended from time to time.

            "Base Rate" means a fluctuating interest rate per annum in effect
      from time to time, which rate per annum shall at all times be equal to the
      higher of:

                  (a) the rate of interest announced publicly by Citibank in New
            York, New York, from time to time, as Citibank's base rate; and

                  (b) 1/2 of one percent per annum above the Federal Funds Rate.

            "Base Rate Advance" means a Revolving Credit Advance that bears
      interest as provided in Section 2.07(a)(i).


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<PAGE>   8
            "Borrowing" means a Revolving Credit Borrowing, a Swing Line
      Borrowing or a Competitive Bid Borrowing.

            "Business Day" means a day of the year on which banks are not
      required or authorized by law to close in New York City and, if the
      applicable Business Day relates to any Eurodollar Rate Advances, on which
      dealings are carried on in the London interbank market.

            "Canadian Dollar" means lawful money of Canada.

            "Canadian Dollar Letter of Credit" means a Letter of Credit issued
      hereunder in Canadian Dollars.

            "Canadian Dollar Letter of Credit Advance" means a Letter of Credit
      Advance hereunder made in Canadian Dollars.

            "Capitalized Leases" has the meaning specified in clause (e) of the
      definition of "Debt".

            "Capitalization" means, with respect to any Subsidiary, the total
      amount of liabilities of such Subsidiary plus the total amount of equity
      of such Subsidiary all as determined in accordance with GAAP.

            "Cash Collateral Account" means an interest bearing cash collateral
      account to be established and maintained by the Agent, over which the
      Agent shall have sole dominion and control, upon such terms as may be
      satisfactory to the Agent.

            "CD Rate Advance" means a Revolving Credit Advance that bears
      interest as provided in Section 2.07(a)(iii).

            "CGTC" means Columbia Gas Transmission Corporation, a wholly-owned
      subsidiary of the Borrower as of the date hereof.

            "Citibank" means Citibank, N.A.

            "Co-Documentation Agents" means The Chase Manhattan Bank, Morgan
      Guaranty Trust Company of New York and PNC Bank, National Association.

            "Competitive Bid Advance" means an advance by a Lender to the
      Borrower as part of a Competitive Bid Borrowing resulting from the
      competitive bidding procedure described in Section 2.03 and refers to a
      Fixed Rate Advance or a LIBO Rate Advance.

            "Competitive Bid Borrowing" means a borrowing consisting of
      simultaneous Competitive Bid Advances from each of the Lenders whose offer
      to make one or more Competitive Bid Advances as part of such borrowing has
      been accepted under the competitive bidding procedure described in Section
      2.03.

            "Competitive Bid Note" means a promissory note of the Borrower
      payable to the order of any Lender, in substantially the form of Exhibit
      A-2 hereto, evidencing the indebtedness of the Borrower to such Lender
      resulting from a Competitive Bid Advance made by such Lender.

            "Competitive Bid Reduction" has the meaning specified in Section
      2.01.

            "Confidential Information" means information that the Borrower
      furnishes to the Agent or any Lender in a writing designated as
      confidential, but does not include any such information that is or becomes
      generally available to the public or that is or becomes available to the
      Agent or such Lender


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<PAGE>   9
      from a source other than the Borrower or any of its Affiliates.

            "Consolidated" refers to the consolidation of accounts in accordance
      with GAAP.

            "Convert", "Conversion" and "Converted" each refers to a conversion
      of Revolving Credit Advances of one Type into Revolving Credit Advances of
      another Type pursuant to Section 2.08 or 2.10.

            "Debt" of any Person means, without duplication, (a) all
      indebtedness of such Person for borrowed money, (b) all obligations of
      such Person for the deferred purchase price of property or services,
      excluding (x) such obligations arising in the ordinary course of business
      and maturing six months or less from the date of creation thereof; and (y)
      such obligations arising in the ordinary course of business and maturing
      in more than six months if in the aggregate on a consolidated basis for
      the Borrower and its Subsidiaries such obligations are less than
      $30,000,000, (c) all obligations of such Person evidenced by notes, bonds,
      debentures or other similar instruments, (d) all obligations of such
      Person created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the seller or lender under such
      agreement in the event of default are limited to repossession or sale of
      such property), (e) all obligations of such Person as lessee under leases
      that have been or should be, in accordance with GAAP, recorded as capital
      leases ("Capitalized Leases") (provided that the value of any Capitalized
      Lease shall be equal to the value of such Capitalized Lease that is or
      should be capitalized in accordance with GAAP), (f) an amount equal to the
      present value (discounted at the then applicable five-year treasury bond
      rate) of operating lease obligations of such Person in excess of
      $30,000,000 in any calendar year, disregarding for this purpose leases
      other than those with an initial or remaining noncancellable lease term in
      excess of one year, (g) to the extent required to be reflected on the
      balance sheet of such Person prepared in accordance with GAAP or in the
      footnotes thereto, all Debt of others directly and indirectly guaranteed
      by such Person, but only to the extent of such direct or indirect
      guarantee, and only to the extent that in the aggregate on a consolidated
      basis for the Borrower and its Subsidiaries such obligations exceed
      $30,000,000 and (h) to the extent required to be reflected on the balance
      sheet of such Person prepared in accordance with GAAP or in the footnotes
      thereto, all Debt referred to in clauses (a) through (g) above secured by
      any Lien on property owned by such Person, even though such Person has not
      assumed or become liable for the payment of such Debt, but only to the
      extent of the book value of the property subject to such Lien.

            "Default" means any Event of Default or any event that would
      constitute an Event of Default but for the requirement that notice be
      given or time elapse or both.

            "Designated Bidder" means (a) an Eligible Assignee or (b) a special
      purpose corporation that is engaged in making, purchasing or otherwise
      investing in commercial loans in the ordinary course of its business and
      that issues (or the parent of which issues) commercial paper rated at
      least "Prime-1" (or the then equivalent grade) by Moody's or "A-1" (or the
      then equivalent grade) by S&P and that, in the case of either clause (a)
      or (b), (i) is organized under the laws of the United States or any State
      thereof, (ii) shall have become a party hereto pursuant to Sections
      8.07(d), (e) and (f) and (iii) is not otherwise a Lender.

            "Designation Agreement" means a designation agreement entered into
      by a Lender (other than a Designated Bidder) and a Designated Bidder, and
      accepted by the Agent, in substantially the form of Exhibit D hereto.

            "Disclosed Litigation" has the meaning specified in Section 3.01(b).

            "Domestic Lending Office" means, with respect to any Lender, the
      office of such Lender


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<PAGE>   10
      specified as its "Domestic Lending Office" opposite its name on Schedule I
      hereto or in the Assignment and Acceptance pursuant to which it became a
      Lender, or such other office of such Lender as such Lender may from time
      to time specify to the Borrower and the Agent.

            "Effective Date" has the meaning specified in Section 3.01.

            "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
      Lender; (iii) a commercial bank organized under the laws of the United
      States, or any State thereof, and having total assets in excess of
      $1,000,000,000; (iv) a savings and loan association or savings bank
      organized under the laws of the United States, or any State thereof, and
      having total assets in excess of $1,000,000,000; (v) a commercial bank
      organized under the laws of any other country that is a member of the
      Organization for Economic Cooperation and Development or has concluded
      special lending arrangements with the International Monetary Fund
      associated with its General Arrangements to Borrow, or a political
      subdivision of any such country, and having total assets in excess of
      $1,000,000,000 so long as such bank is acting through a branch or agency
      located in the country in which it is organized or another country that is
      described in this clause (v); (vi) the central bank of any country that is
      a member of the Organization for Economic Cooperation and Development;
      (vii) a finance company, insurance company or other financial institution
      or fund (whether a corporation, partnership, trust or other entity) that
      is engaged in making, purchasing or otherwise investing in commercial
      loans in the ordinary course of its business and having total assets in
      excess of $1,000,000,000 and (viii) any other Person approved by the Agent
      and the Borrower, such approval not to be unreasonably withheld or
      delayed; provided, however, that neither the Borrower nor an Affiliate of
      the Borrower shall qualify as an Eligible Assignee.

            "Environmental Action" means any material action, suit, demand,
      demand letter, claim, notice of non-compliance or violation, notice of
      liability or potential liability, proceeding, consent order or consent
      agreement arising pursuant to, or in connection with, an alleged violation
      of any Environmental Law, Environmental Permit or Hazardous Materials or
      arising from alleged injury or threat of injury to health or the
      environment, including, without limitation, (a) by any governmental or
      regulatory authority for enforcement, cleanup, removal, response, remedial
      or other actions or damages and (b) by any governmental or regulatory
      authority or any third party for damages, contribution, indemnification,
      cost recovery, compensation or injunctive relief.

            "Environmental Law" means any applicable federal, state or local
      statute, law, ordinance, rule, regulation, code, order, judgment or decree
      relating to pollution or protection of the environment, health or natural
      resources, including, without limitation, those relating to the use,
      handling, transportation, treatment, storage, disposal, release or
      discharge of Hazardous Materials.

            "Environmental Permit" means any permit, approval, license or other
      authorization required under any Environmental Law.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended from time to time, and the regulations promulgated and rulings
      issued thereunder.

            "ERISA Affiliate" means any Person that for purposes of Title IV of
      ERISA is a member of the Borrower's controlled group, or under common
      control with the Borrower, within the meaning of Section 414(b) or (c) of
      the Internal Revenue Code or, solely for purposes of Section 302 of ERISA
      and Section 412 of the Internal Revenue Code, the entirety of Section 414
      of the Internal Revenue Code.

            "ERISA Event" means (a) (i) the occurrence of a reportable event,
      within the meaning of Section 4043 of ERISA, with respect to any ERISA
      Plan unless the 30-day notice requirement with respect to such event has
      been waived by the PBGC, or (ii) the requirements of subsection (1) of
      Section


                                       6
<PAGE>   11
      4043(b) of ERISA (without regard to subsection (2) of such Section) are
      met with a contributing sponsor, as defined in Section 4001(a)(13) of
      ERISA, of an ERISA Plan, and an event described in paragraph (9), (10),
      (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to
      occur with respect to such ERISA Plan within the following 30 days; (b)
      the application for a minimum funding waiver with respect to an ERISA
      Plan; (c) the provision by the administrator of any ERISA Plan of a notice
      of intent pursuant to Section 4041(a)(2) of ERISA (including any such
      notice with respect to a plan amendment referred to in Section 4041(e) of
      ERISA) to terminate such ERISA Plan pursuant to Section 4041(c) of ERISA;
      (d) the cessation of operations at a facility of the Borrower or any ERISA
      Affiliate in the circumstances described in Section 4062(e) of ERISA; (e)
      the withdrawal by the Borrower or any ERISA Affiliate 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; (f) the conditions for the
      imposition of a lien under Section 302(f) of ERISA shall have been met
      with respect to any ERISA Plan; (g) the adoption of an amendment to an
      ERISA Plan requiring the provision of security to such ERISA Plan pursuant
      to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings
      to terminate an ERISA Plan pursuant to Section 4042 of ERISA, or the
      occurrence of any event or condition described in Section 4042(a) of ERISA
      that constitutes grounds for the termination of, or the appointment of a
      trustee to administer, an ERISA Plan; provided, however, that the
      occurrence of an event or condition described in Section 4042(a)(4) of
      ERISA shall be an ERISA Event only if (i) the Borrower or any ERISA
      Affiliate knows or has reason to know thereof or (ii) the PBGC has
      notified the Borrower or any ERISA Affiliate that it is considering
      termination of an ERISA Plan on such basis.

            "ERISA Plan" means a Single Employer Plan or a Multiple Employer
      Plan.

            "Eurocurrency Liabilities" has the meaning assigned to that term in
      Regulation D of the Board of Governors of the Federal Reserve System, as
      in effect from time to time.

            "Eurodollar Lending Office" means, with respect to any Lender, the
      office of such Lender specified as its "Eurodollar Lending Office"
      opposite its name on Schedule I hereto or in the Assignment and Acceptance
      pursuant to which it became a Lender (or, if no such office is specified,
      its Domestic Lending Office), or such other office of such Lender as such
      Lender may from time to time specify to the Borrower and the Agent.

            "Eurodollar Rate" means, for any Interest Period for each Eurodollar
      Rate Advance comprising part of the same Revolving Credit Borrowing, an
      interest rate per annum equal to the average (rounded upward to the
      nearest whole multiple of 1/100 of 1% per annum, if such average is not
      such a multiple) of the rate per annum at which deposits in U.S. dollars
      are offered by the principal office of each of the Reference Banks in
      London, England to prime banks in the London interbank market at 11:00
      A.M. (London time) two Business Days before the first day of such Interest
      Period in an amount substantially equal to such Reference Bank's
      Eurodollar Rate Advance comprising part of such Revolving Credit Borrowing
      to be outstanding during such Interest Period and for a period equal to
      such Interest Period. The Eurodollar Rate for any Interest Period for each
      Eurodollar Rate Advance comprising part of the same Revolving Credit
      Borrowing shall be determined by the Agent on the basis of applicable
      rates furnished to and received by the Agent from the Reference Banks two
      Business Days before the first day of such Interest Period, subject,
      however, to the provisions of Section 2.08.

            "Eurodollar Rate Advance" means a Revolving Credit Advance that
      bears interest as provided in Section 2.07(a)(ii).

            "Eurodollar Rate Reserve Percentage" of any Lender for any Interest
      Period for all Eurodollar Rate Advances or LIBO Rate Advances comprising
      part of the same Borrowing means the reserve percentage applicable during
      such Interest Period (or if more than one such percentage shall be so


                                       7
<PAGE>   12
      applicable, the daily average of such percentages for those days in such
      Interest Period during which any such percentage shall be so applicable)
      under regulations issued from time to time by the Board of Governors of
      the Federal Reserve System (or any successor) for determining the maximum
      reserve requirement (including, without limitation, any emergency,
      supplemental or other marginal reserve requirement) for such Lender with
      respect to liabilities or assets consisting of or including Eurocurrency
      Liabilities (or with respect to any other category of liabilities that
      includes deposits by reference to which the interest rate on Eurodollar
      Rate Advances or LIBO Rate Advances is determined) having a term equal to
      such Interest Period.

            "Events of Default" has the meaning specified in Section 6.01.

            "Existing Agreement" means the $1,000,000,000 credit agreement dated
      as of November 28, 1995 among the Borrower, the Agent and the lender
      parties thereto.

            "Facility" means the Revolving Credit Facility, the Swing Line
      Facility or the Letter of Credit Facility.

            "Federal Funds Rate" means, for any period, a fluctuating interest
      rate per annum equal for each day during such period to the weighted
      average of the rates on overnight Federal funds transactions with members
      of the Federal Reserve System arranged by Federal funds brokers, as
      published for such day (or, if such day is not a Business Day, for the
      next preceding Business Day) by the Federal Reserve Bank of New York, or,
      if such rate is not so published for any day that is a Business Day, the
      average of the quotations for such day on such transactions received by
      the Agent from three Federal funds brokers of recognized standing selected
      by it.

            "Financial Obligation Letter of Credit" means a standby Letter of
      Credit other than a Performance Letter of Credit.

            "Fixed Rate Advances" has the meaning specified in Section
      2.03(a)(i).

            "GAAP" has the meaning specified in Section 1.03.

            "Hazardous Materials" means (a) petroleum and petroleum products or
      byproducts, radioactive materials, asbestos-containing materials,
      polychlorinated biphenyls and radon gas and (b) any other chemicals,
      materials or substances designated, classified or regulated as hazardous
      or toxic under any Environmental Law.

            "Indenture" means the indenture dated as November 28, 1995 between
      the Borrower and Marine Midland Bank, N.A., Trustee, as amended and
      supplemented to the date hereof.

            "Information Memorandum" means the information memorandum dated
      January 1998 used by the Arranger in connection with the syndication of
      the Revolving Credit Commitments.

            "Initial Swing Line Bank" means either Citibank or PNC Bank.

            "Interest Period" means, for each Eurodollar Rate Advance or CD Rate
      Advance comprising part of the same Revolving Credit Borrowing and each
      LIBO Rate Advance comprising part of the same Competitive Bid Borrowing,
      the period commencing on the date of such Eurodollar Rate Advance, CD Rate
      Advance or LIBO Rate Advance or the date of the Conversion of any Base
      Rate Advance into such Eurodollar Rate Advance or CD Rate Advance and
      ending on the last day of the period selected by the Borrower pursuant to
      the provisions below and, thereafter, with respect to Eurodollar Rate
      Advances and


                                       8
<PAGE>   13
      CD Rate Advances, each subsequent period commencing on the last day of the
      immediately preceding Interest Period and ending on the last day of the
      period selected by the Borrower pursuant to the provisions below. The
      duration of each such Interest Period shall be (a) in the case of a
      Eurodollar Rate Advance, one, two, three, six, or (with the consent of all
      Lenders) twelve months, as the Borrower may, upon notice received by the
      Agent not later than 11:00 A.M. (New York City time) on the third Business
      Day prior to the first day of such Interest Period, select, (b) in the
      case of a CD Rate Advance, 30, 60, 90 or 180 days as the Borrower may,
      upon notice received by the Agent not later than 11:00 A.M. (New York City
      time) on the second Business Day prior to the first day of such Interest
      Period, select and (c) in the case of a LIBO Rate Advance, as specified in
      the applicable Notice of Competitive Bid Borrowing; provided, however,
      that:

                  (i) the Borrower may not select any Interest Period that ends
            after the Termination Date;

                  (ii) Interest Periods commencing on the same date for
            Eurodollar Rate Advances or CD Rate Advances comprising part of the
            same Revolving Credit Borrowing or for LIBO Rate Advances comprising
            part of the same Competitive Bid Borrowing shall be of the same
            duration;

                  (iii) whenever the last day of any Interest Period would
            otherwise occur on a day other than a Business Day, the last day of
            such Interest Period shall be extended to occur on the next
            succeeding Business Day, provided, however, that, if such extension
            would cause the last day of such Interest Period to occur in the
            next following calendar month, the last day of such Interest Period
            shall occur on the next preceding Business Day; and

                  (iv) whenever the first day of any Interest Period occurs on a
            day of an initial calendar month for which there is no numerically
            corresponding day in the calendar month that succeeds such initial
            calendar month by the number of months equal to the number of months
            in such Interest Period, such Interest Period shall end on the last
            Business Day of such succeeding calendar month.

            "Internal Revenue Code" means the Internal Revenue Code of 1986, as
      amended from time to time, and the regulations promulgated and rulings
      issued thereunder.

            "Issuing Lender" means Citibank, Canadian Imperial Bank of Commerce,
      Morgan Guaranty Trust Company of New York and any other U.S. or Canadian
      Lender mutually acceptable to the Borrower and the Agent, each as issuer
      of a Letter of Credit.

            "L/C Cash Collateral Account" means the interest-bearing cash
      collateral account to be established and maintained by the Agent, over
      which the Agent shall have sole dominion and control, upon such terms as
      may be satisfactory to the Agent.

            "Lenders" means the Initial Lenders, the Issuing Lenders, the Swing
      Line Bank and each Person that shall become a party hereto pursuant to
      Section 8.07(a), (b) and (c) and, except when used in reference to a
      Revolving Credit Advance, a Revolving Credit Borrowing, a Revolving Credit
      Note, a Revolving Credit Commitment or a related term, each Designated
      Bidder.

            "Letter of Credit" has the meaning specified in Section 2.01(c).

            "Letter of Credit Advance" means an advance made by any Issuing
      Lender pursuant to Section 2.04(b).


                                       9
<PAGE>   14
            "Letter of Credit Facility" means $300,000,000, as such amount may
      be reduced pursuant to Section 2.05.

            "Letter of Credit Request" has the meaning specified in Section
      2.04(a).

            "LIBO Rate" means, for any Interest Period for all LIBO Rate
      Advances comprising part of the same Competitive Bid Borrowing, an
      interest rate per annum equal to the average (rounded upward to the
      nearest whole multiple of 1/100 of 1% per annum, if such average is not
      such a multiple) of the rate per annum at which deposits in U.S. dollars
      are offered by the principal office of each of the Reference Banks in
      London, England to prime banks in the London interbank market at 11:00
      A.M. (London time) two Business Days before the first day of such Interest
      Period in an amount substantially equal to the amount that would be the
      Reference Banks' respective ratable shares of such Borrowing if such
      Borrowing were to be a Revolving Credit Borrowing to be outstanding during
      such Interest Period and for a period equal to such Interest Period. The
      LIBO Rate for any Interest Period for each LIBO Rate Advance comprising
      part of the same Competitive Bid Borrowing shall be determined by the
      Agent on the basis of applicable rates furnished to and received by the
      Agent from the Reference Banks two Business Days before the first day of
      such Interest Period, subject, however, to the provisions of Section 2.08.

            "LIBO Rate Advances" has the meaning specified in Section
      2.03(a)(i).

            "Lien" means any lien, security interest or other charge or
      encumbrance of any kind, including, without limitation, any easement,
      right of way or other encumbrance of record on title to real property.

            "Loan Documents" means this Agreement, each Note executed hereunder
      and each Letter of Credit.

            "Material Adverse Change" means any material adverse change in the
      condition (financial or otherwise) or operations of the Borrower and its
      Subsidiaries taken as a whole.

            "Material Adverse Effect" means a material adverse effect on (a) the
      condition (financial or otherwise) or operations of the Borrower and its
      Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or
      any Lender under any Loan Document or (c) the ability of the Borrower to
      perform its obligations under any Loan Document or any 364-Day Loan
      Document.

            "Material Subsidiaries" means all of the Borrower's Subsidiaries
      excluding (i) each Subsidiary listed on Schedule II hereto and (ii) any
      other Subsidiary hereafter formed or acquired unless or until the
      Borrower's direct or indirect investment therein exceeds $10,000,000 or
      the assets of such Subsidiary exceeds $25,000,000.

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

            "Multiemployer Plan" means a multiemployer plan, as defined in
      Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
      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.

            "Multiple Employer Plan" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
      Borrower or any ERISA Affiliate and at least one Person other than the
      Borrower and the ERISA Affiliates or (b) was so maintained and in respect
      of which the Borrower or any ERISA Affiliate could have liability under
      Section 4064 or 4069 of ERISA in


                                       10
<PAGE>   15
      the event such plan has been or were to be terminated.

            "Non-Recourse Debt" means (a) Debt of a Project Finance Subsidiary
      and (b) Debt of any other Person other than the Borrower or a Material
      Subsidiary secured by a Lien in or upon one or more assets of such Person
      where the rights and remedies of the holder of such Debt in respect of
      such Debt do not extend to any other assets of such Person other than in
      respect of claims for (a) misapplied moneys, including insurance and
      condemnation proceeds and security deposits, (b) indemnification by such
      person in favor of holders of such Debt and their Affiliates in respect of
      liabilities to third parties, including environmental liabilities, (c)
      breaches of customary representations and warranties given to the holder
      of such Debt and (d) such other similar obligations as are customarily
      excluded from the provisions that otherwise limit the recourse of
      commercial lenders making so-called "non-recourse" loans to institutional
      borrowers and trustees and agents for such lender.

            "Note" means a Revolving Credit Note, a Competitive Bid Note or a
      Swing Line Note.

            "Notice of Borrowing" means a Notice of Revolving Credit Borrowing,
      a Notice of Swing Line Borrowing or a Notice of Competitive Bid Borrowing.

            "Notice of Competitive Bid Borrowing" has the meaning specified in
      Section 2.03(a).

            "Notice of Revolving Credit Borrowing" has the meaning specified in
      Section 2.02(a).

            "Notice of Swing Line Borrowing" has the meaning specified in
      Section 2.02(b).

            "PBGC" means the Pension Benefit Guaranty Corporation (or any
      successor).

            "Performance Letter of Credit" means a nontransferable standby
      Letter of Credit to support certain performance obligations, other than
      any payment obligation, of the Borrower or the Borrower's Subsidiaries.

            "Permitted Liens" means (a) Liens for taxes, assessments and
      governmental charges or levies to the extent not required to be paid under
      Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen's,
      mechanics', carriers', workmen's and repairmen's Liens and other similar
      Liens arising in the ordinary course of business; (c) pledges or deposits
      to secure obligations under workers' compensation laws or similar
      legislation or to secure public or statutory obligations; (d) easements,
      rights of way and other encumbrances on title to real property that do not
      themselves render such title unmarketable or materially adversely affect
      the use of such property for its present purposes; and (e) pledges or
      deposits to secure the performance of bids, contracts, leases, surety or
      appeal bonds or other obligations of a like nature.

            "Person" means an individual, partnership, corporation (including a
      business trust), joint stock company, trust, unincorporated association,
      joint venture, limited liability company or other entity, or a government
      or any political subdivision or agency thereof.

            "PNC Bank" means PNC Bank, National Association.

            "Project Finance Subsidiary" means a Subsidiary of the Borrower
      created and maintained for the sole purpose of developing, constructing,
      financing, holding or operating, directly or indirectly, a property or
      project or a group of related properties or projects, either alone or with
      one or more other Persons, and that (a) does not engage in any business
      unrelated to such Subsidiary, project or property or the financing
      thereof, and (b) does not have any assets or Debt other than those related
      to its interest in


                                       11
<PAGE>   16
      such subsidiary, project or property or the financing thereof.

            "Pro Rata Share" of any amount means, with respect to any Lender or
      any Swing Line Bank, as the case may be, at any time, the product of such
      amount times, in the case of a Lender, a fraction the numerator of which
      is the amount of such Lender's Revolving Credit Commitment at such time
      and the denominator of which is the aggregate amount of the Revolving
      Credit Commitments of all Lenders at such time, in the case of a Swing
      Line Bank, a fraction the numerator of which is the amount of such Swing
      Line Bank's Swing Line Commitment at such time and the denominator of
      which is the aggregate amount of the Swing Line Commitments of all Swing
      Line Banks at such time.

            "PUHCA" means the Public Utility Holding Company Act of 1935, as
      amended from time to time.

            "Reference Banks" means Citibank and Canadian Imperial Bank of
      Commerce.

            "Register" has the meaning specified in Section 8.07(g).

            "Required Lenders" means at any time Lenders owed at least 51% of
      the then aggregate unpaid principal amount of the Revolving Credit
      Advances owing to Lenders, or, if no such principal amount is then
      outstanding, Lenders having at least 51% of the Revolving Credit
      Commitments.

            "Revolving Credit Advance" means an advance by a Lender to the
      Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate
      Advance, a CD Rate Advance or a Eurodollar Rate Advance (each of which
      shall be a "Type" of Revolving Credit Advance).

            "Revolving Credit Borrowing" means a borrowing consisting of
      simultaneous Revolving Credit Advances of the same Type made by each of
      the Lenders pursuant to Section 2.01.

            "Revolving Credit Commitment" has the meaning specified in Section
      2.01(a).

            "Revolving Credit Facility" means, at any time, the aggregate amount
      of the Lenders' Revolving Credit Commitments at such time.

            "Revolving Credit Note" means a promissory note of the Borrower
      payable to the order of any Lender, in substantially the form of Exhibit
      A-1 hereto, evidencing the aggregate indebtedness of the Borrower to such
      Lender resulting from the Revolving Credit Advances made by such Lender.

            "S&P" means Standard & Poor's Ratings Group, a division of
      McGraw-Hill, Inc.

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

            "Subsidiary" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate which is consolidated
      under GAAP with the accounts of such Person and of which (or in which)
      more than 50% of (a) the issued and outstanding capital stock having
      ordinary voting power to elect a majority of the Board of Directors of
      such corporation (irrespective of whether at the time capital stock of any
      other class or classes of such corporation shall or might have voting
      power upon the occurrence of any contingency), (b) the interest in the
      capital or profits of such limited liability


                                       12
<PAGE>   17
      company, partnership or joint venture or (c) the beneficial interest in
      such trust or estate is at the time directly or indirectly owned or
      controlled by such Person, by such Person and one or more of its other
      Subsidiaries or by one or more of such Person's other Subsidiaries.

            "Swing Line Advance" means an advance made by a Swing Line Bank
      pursuant to Section 2.01(b).

            "Swing Line Banks" means Citibank, PNC Bank and such other Lenders
      mutually acceptable to the Borrower and the Agent.

            "Swing Line Borrowing" means a Borrowing consisting of a Swing Line
      Advance made by a Swing Line Bank.

            "Swing Line Commitment" has the meaning specified in Section
      2.01(b).

            "Swing Line Cost of Funds Advance" means a Swing Line Advance which
      shall bear interest, during such periods as such Swing Line Advance is a
      Swing Line Cost of Funds Advance, at a rate per annum equal, at all times
      during each Interest Period for such Swing Line Advance, to the sum of (i)
      the weighted average cost per annum of funds as reasonably determined by
      each Swing Line Bank making such Advance plus (ii) the greater of (a)
      1.00% per annum or (b) two times the sum of (x) the Applicable Margin then
      in effect for Eurodollar Rate Advances plus (y) the applicable Margin then
      in effect for the Facility Fee.

            "Swing Line Facility" has the meaning specified in Section 2.01(b).

            "Swing Line Note" means a promissory note of the Borrower payable to
      the order of a Swing Line Bank, in substantially the form of Exhibit A-3
      hereto, evidencing the Swing Line Advances made by such Swing Line Bank.

            "Tangible Net Worth" means, at any time, the excess of total assets
      over total liabilities (including, without limitation, the aggregate
      liquidation value of all stock of such Person that is mandatorily
      redeemable other than for the common stock of such Person or that may be
      put by the holder to such Person for consideration other than the common
      stock of such Person, in either case on or before December 31, 2004) of
      the Borrower and its Subsidiaries at such time, on a Consolidated basis,
      total assets and total liabilities each to be determined in accordance
      with GAAP, excluding, however, from the determination of total assets (i)
      goodwill, organizational expenses, research and development expenses,
      trademark, trade names, copyrights, patents, patent applications, licenses
      and rights if any thereof, and other similar intangibles, (ii) all prepaid
      expenses and deferred charges (other than those of the type incurred by
      the Borrower and its Subsidiaries in the ordinary course of business on or
      immediately prior to the date hereof) or unamortized debt discount and
      expense, (iii) all reserves carried and not deducted from assets, (iv)
      treasury stock, (v) securities (other than investments which are accounted
      for pursuant to GAAP as investments or property, plant and equipment)
      which are not readily marketable, (vi) cash held in a sinking or other
      analogous fund established for the purpose of redemption, retirement or
      prepayment of capital stock or indebtedness, except to the extent such
      capital stock or indebtedness is included in total liabilities pursuant to
      GAAP, (vii) any write-up in the book value of any asset resulting from a
      revaluation thereof subsequent to September 30, 1997, other than write-ups
      of assets of a going concern business made within 12 months after the
      acquisition of such business pursuant to GAAP, and (viii) any items not
      included in clauses (i) through (vii) above which are treated as
      intangibles in conformity with GAAP; provided, however, that
      notwithstanding the foregoing exclusions, regulatory assets recorded on
      the Consolidated balance sheet of the Borrower and its Subsidiaries shall
      not be excluded for purposes of determining Tangible Net Worth.


                                       13
<PAGE>   18
            "Termination Date" means the earlier of (i) the fifth anniversary of
      the Effective Date and (ii) the date of termination in whole of the
      Revolving Credit Commitments pursuant to Section 2.05 or 6.01.

            "Total Debt" means, at any time, all Debt (including, without
      limitation, the aggregate outstanding principal amount of all Advances
      hereunder) of the Borrower and its Subsidiaries, on a Consolidated basis
      at such time, provided that for purposes of the calculation of Total Debt,
      any Non-Recourse Debt shall be included only in an amount equal to the
      lesser of (i) the principal amount of such Non-Recourse Debt and (ii) the
      equity of the Borrower and its Subsidiaries in the asset or Project
      Finance Subsidiary, as the case may be, relating to such Non-Recourse
      Debt.

            "Type" has the meaning specified in the definition of "Revolving
      Credit Advance".

            "UCP" has the meaning specified in Section 8.09.

            "Unused Revolving Credit Commitment" means at any time, (a) the
      aggregate Revolving Credit Commitment at such time (after giving effect to
      the Competitive Bid Reduction, if any, at such time) minus (b) the sum,
      without duplication, of (i) the aggregate principal amount of all
      Revolving Credit Advances made by all Lenders and outstanding at such
      time, plus (ii) the aggregate principal amount of all Swing Line Advances
      outstanding at such time, plus (iii) (A) the aggregate Available Amount of
      all Letters of Credit outstanding at such time and (B) the aggregate
      principal amount of all Letter of Credit Advances made all Issuing Lenders
      pursuant to Section 2.03(c) and outstanding at such time.

            "U.S. Dollar" and the sign "$" each means lawful money of the United
      States.

            "U.S. Dollar Equivalent" means, with respect to any Canadian Dollar
      Letter of Credit Advance or the Available Amount of any Canadian Dollar
      Letter of Credit, on any date of determination, the equivalent in U.S.
      Dollars of an amount in Canadian Dollars, determined at the rate of
      exchange quoted by Reuters BOFC page, at 12:00 p.m. (New York City time)
      on such date of determination, to prime banks in New York City for the
      spot purchase in the New York foreign exchange market of such amount of
      Canadian Dollars with U.S. Dollars.

            "Voting Stock" means outstanding capital stock issued by a
      corporation, or equivalent interests in any other Person, the holders of
      which are ordinarily, in the absence of contingencies, entitled to vote
      for the election of directors (or persons performing similar functions) of
      such Person, even if the right so to vote has been suspended by the
      happening of such a contingency.

            "Wholly Owned Subsidiary" of any Person means any corporation,
      partnership, joint venture, limited liability company, trust or estate
      which is consolidated with the accounts of such Person and of which (or in
      which) 100% (other than directors' qualifying shares or interests) of (a)
      the issued and outstanding capital stock having ordinary voting power to
      elect a majority of the Board of Directors of such corporation
      (irrespective of whether at the time capital stock of any other class or
      classes of such corporation shall or might have voting power upon the
      occurrence of any contingency), (b) the interest in the capital or profits
      of such limited liability company, partnership or joint venture or (c) the
      beneficial interest in such trust or estate is at the time directly or
      indirectly owned or controlled by such Person, by such Person and one or
      more of its other Wholly Owned Subsidiaries or by one or more of such
      Person's other Wholly Owned Subsidiaries.

            "Withdrawal Liability" has the meaning specified in Part I of
      Subtitle E of Title IV of ERISA.

      SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of


                                       14
<PAGE>   19
periods of time from a specified date to a later specified date, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding".

      SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles, as in effect on the date hereof, consistent with those
applied in the preparation of the financial statements referred to in Section
4.01(e) ("GAAP").


                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

      SECTION 2.01. The Advances. (a) The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Termination Date in an
aggregate amount not to exceed at any time outstanding the amount set forth
opposite such Lender's name on the signature pages hereof under the caption
"Revolving Credit Commitment" or, if such Lender has entered into any Assignment
and Acceptance, set forth for such Lender in the Register maintained by the
Agent pursuant to Section 8.07(g), as such amount may and shall be reduced
pursuant to Section 2.05 (such Lender's "Revolving Credit Commitment"), provided
that the aggregate amount of the Revolving Credit Commitments of the Lenders
shall be deemed used from time to time to the extent of the aggregate amount of
the Competitive Bid Advances then outstanding and such deemed use of the
aggregate amount of the Revolving Credit Commitments shall be allocated among
the Lenders ratably according to their respective Revolving Credit Commitments
(such deemed use of the aggregate amount of the Revolving Credit Commitments
being a "Competitive Bid Reduction") and; provided further that no Revolving
Credit Borrowing shall be made if, following the making of such Revolving Credit
Borrowing the aggregate amount of the Advances then outstanding plus the
Available Amount of all Letters of Credit then outstanding would exceed the
aggregate amount of the Revolving Credit Commitments of the Lenders. Each
Revolving Credit Borrowing (other than a Borrowing the proceeds of which shall
be used solely to repay or prepay in full outstanding Swing Line Advances made
by any Swing Line Bank or outstanding Letter of Credit Advances made by any
Issuing Lender) shall be in an aggregate amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof (or, if less, an aggregate amount equal
to the amount by which the aggregate amount of a proposed Competitive Bid
Borrowing requested by the Borrower exceeds the aggregate amount of Competitive
Bid Advances offered to be made by the Lenders and accepted by the Borrower in
respect of such Competitive Bid Borrowing, if such Competitive Bid Borrowing is
made on the same date as such Revolving Credit Borrowing) and shall consist of
Revolving Credit Advances of the same Type made on the same day by the Lenders
ratably according to their respective Revolving Credit Commitments. Within the
limits provided herein, the Borrower may borrow under this Section 2.01(a),
prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a).

      (b) The Swing Line Advances. Each Swing Line Bank severally agrees, on the
terms and conditions hereinafter set forth, to make Swing Line Advances to the
Borrower from time to time on any Business Day from the Effective Date until the
Termination Date in an aggregate amount which shall not exceed at any time
outstanding the amount set opposite such Swing Line Bank's name on the signature
pages hereof under the caption "Swing Line Commitments" (such amount being such
Swing Line Bank's "Swing Line Commitment"); provided, however, that the
aggregate amount of all Swing Line Advances outstanding at any time shall not
exceed $127,500,000 (the "Swing Line Facility") and, provided further that no
Swing Line Borrowing shall be made if, following the making of such Swing Line
Borrowing, either (i) the Unused Revolving Credit Commitments of the Lenders
shall be less than the aggregate unpaid principal amount of the Swing Line
Advances or (ii) the aggregate amount of the Advances then outstanding would
exceed the aggregate amount of the Revolving Credit Commitments of the Lenders.
No Swing Line Advance shall be used for the purpose of funding


                                       15
<PAGE>   20
the payment of principal of any other Swing Line Advance. Each Swing Line
Borrowing shall be in an amount of $100,000 or an integral multiple of $10,000
in excess thereof and shall be made, at the determination of the Borrower,
either (i) as a Base Rate Advance, (ii) as a Swing Line Cost of Funds Advance or
(iii) as an Advance bearing interest as the Borrower and the Applicable Swing
Line Bank shall otherwise agree. The terms and conditions of the Swing Line
Commitment of any Swing Line Bank and the Swing Line Advances made by any such
Swing Line Bank (other than terms and conditions relating to the amount of the
Swing Line Commitment, interest rate, tenor or term of any such Swing Line
Advance) may be modified from the terms and conditions provided herein upon
mutual agreement of the Borrower and such Swing Line Bank. Within the limits of
the Swing Line Facility and within the limits referred to in this Section, the
Borrower may borrow under this Section 2.01(b), repay pursuant to Section 2.06
or prepay pursuant to Section 2.11 and reborrow under this Section 2.01(b).

      (c) Letters of Credit. Each Issuing Lender severally agrees, on the terms
and conditions hereinafter set forth, to issue letters of credit (each a "Letter
of Credit") for the account of the Borrower from time to time on any Business
Day during the period from the Effective Date until 60 days before the
Termination Date; provided that the aggregate Available Amount of all Letters of
Credit shall not exceed at any time outstanding the lesser of (i) $300,000,000
and (ii) the aggregate amount of the Revolving Credit Commitments at such time;
provided, further, that no letter of credit shall be issued if issuance thereof
would cause the sum of the aggregate outstanding principal amount of all
Advances plus the aggregate Available Amount of all Letters of Credit to exceed
the Revolving Credit Commitments at such time; provided further that no Issuing
Lender shall be required to issue Letters of Credit the undrawn and unexpired
aggregate amount of which shall at any time exceed $100,000,000 without such
Lender's written consent; and provided further that each Letter of Credit issued
hereunder shall be either a standby Financial Obligation Letter of Credit or a
standby Performance Letter of Credit. Classification of a Letter of Credit as a
Financial Obligation Letter of Credit or a Performance Letter of Credit shall be
determined by the Agent in its reasonable discretion; the Agent shall promptly
notify the Lenders of such classification after each issuance. No Letter of
Credit shall have an expiration date later than one year from the date of
issuance and under no circumstances shall any Letter of Credit have an
expiration date later than the Termination Date. Each Issuing Lender severally
agrees, on the terms and conditions hereinafter set forth, to issue Letters of
Credit in either U.S. Dollars or Canadian Dollars at the option of the Borrower.
The U.S. Dollar Equivalent of each Canadian Dollar Letter of Credit Advance and
of the Available Amount of each Canadian Dollar Letter of Credit shall be
recalculated hereunder on each date on which it shall be necessary to determine
the Unused Revolving Credit Commitment, or any or all Letter of Credit Advances
outstanding on such date. Within the limits of the Letter of Credit Facility,
and subject to the limits referred to above, the Borrower may request the
issuance of Letters of Credit under this Section 2.01(c), repay any Letter of
Credit Advances resulting from drawings thereunder pursuant to Section 2.04(b)
and request the issuance of additional Letters of Credit under this Section
2.01(c).

      (d) Outstanding Letters of Credit. The letters of credit under the
Existing Facility set forth on Schedule 2.01(d) hereto opposite such Issuing
Lender's name (each, an "Outstanding Letter of Credit") which are outstanding
and undrawn on the Effective Date shall be deemed to be Letters of Credit of
such Issuing Lenders for the purposes of this Agreement. The Agent shall on the
Effective Date determine the classification of each Outstanding Letter of Credit
in accordance with Section 2.01(c) of this Agreement.

      SECTION 2.02. Making the Advances. (a) Each Revolving Credit Borrowing
shall be made on notice, given not later than 11:00 A.M. (New York City time) on
(i) the third Business Day prior to the date of the proposed Revolving Credit
Borrowing in the case of a Revolving Credit Borrowing consisting of Eurodollar
Rate Advances, (ii) the second Business Day prior to the date of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of CD Rate Advances, and (iii) the first Business Day prior to the
date of the proposed Revolving Credit Borrowing in the case of a Revolving
Credit Borrowing consisting of Base Rate Advances, by the Borrower to the Agent,
which shall give to each Lender prompt notice thereof by telecopier or tested
telex. Each such notice of a Revolving Credit Borrowing (a "Notice of Revolving
Credit


                                       16
<PAGE>   21
Borrowing") shall be by telephone, confirmed immediately in writing, or
telecopier or tested telex in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) Type of Advances comprising such Revolving Credit Borrowing, (iii)
aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a
Revolving Credit Borrowing consisting of Eurodollar Rate Advances or CD Rate
Advances, initial Interest Period for each such Revolving Credit Advance. Each
Lender shall, before 11:00 A.M. (New York City time) on the date of such
Revolving Credit Borrowing, make available for the account of its Applicable
Lending Office to the Agent at the Agent's Account, in same day funds, such
Lender's ratable portion of such Revolving Credit Borrowing. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Agent will make such funds available to the Borrower
at the Agent's address referred to in Section 8.02; provided, however, that
after giving effect to each Revolving Credit Advance made hereunder, the Unused
Revolving Credit Commitment shall be equal to or greater than the amount of
Swing Line Advances then outstanding, plus interest accrued and unpaid to and as
of such date.

      (b) Each Swing Line Borrowing shall be made on notice, given not later
than 2:00 P.M. (New York City time), or such later time as agreed to by the
Borrower and the applicable Swing Line Bank, on the date of the proposed Swing
Line Borrowing, by the Borrower to the applicable Swing Line Bank and the Agent.
Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing")
shall be by telephone, confirmed immediately in writing, or tested telex or
telecopier, specifying therein the requested (i) date of such Swing Line
Borrowing, (ii) amount of such Swing Line Borrowing and (iii) maturity of such
Swing Line Borrowing (which maturity shall be no later than the tenth day after
the requested date of such Borrowing). The applicable Swing Line Bank will make
the amount of each Swing Line Advance available to the Agent at the Agent's
Account, in same day funds or make such amount available to the Borrower as
agreed between such applicable Swing Line Bank and the Borrower. Upon written
demand to the Agent (who shall promptly notify each other Lender) by any Swing
Line Bank with an outstanding Swing Line Advance each other Lender shall
purchase from such Swing Line Bank, and such Swing Line Bank shall sell and
assign to each such other Lender, such other Lender's Pro Rata Share of such
outstanding Swing Line Advance as of the date of such demand, by making
available for the account of its Applicable Lending Office to the Agent for the
account of such Swing Line Bank, by deposit to the Agent's Account, in same day
funds, an amount equal to the portion of the outstanding principal amount of
such Swing Line Advance to be purchased by such Lender. The Borrower hereby
agrees to each such sale and assignment. Each Lender unconditionally agrees to
purchase its Pro Rata Share of an outstanding Swing Line Advance on (i) the
Business Day on which demand therefor is made by the Swing Line Bank that made
such Advance, provided that notice of such demand is given not later than 11:00
A.M. (New York City time) on such Business Day or (ii) the first Business Day
next succeeding such demand if notice of such demand is given after such time.
Upon any such assignment by a Swing Line Bank to any other Lender of a portion
of a Swing Line Advance, such Swing Line Bank represents and warrants to such
other Lender that such Swing Line Bank is the legal and beneficial owner of such
interest being assigned by it, but makes no other representation or warranty and
assumes no responsibility with respect to such Swing Line Advance, the Loan
Documents the Borrower or any of its Subsidiaries. If and to the extent that any
Lender shall not have so made the amount of such Swing Line Advance available to
the Agent, such Lender agrees to pay to the Agent forthwith on demand such
amount together with interest thereon, for each day from the date of demand by
such Swing Line Bank until the date such amount is paid to the Agent, at the
Federal Funds Rate. If such Lender shall pay to the Agent such amount for the
account of such Swing Line Bank on any Business Day, such amount so paid in
respect of principal shall constitute a Swing Line Advance made by such Lender
on such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Swing Line Advance made by such Swing Line Bank shall be
reduced by such amount on such Business Day. The obligation of each other Lender
to purchase a pro-rata share of any Swing Line Bank's Swing Line Advances is
absolute and unconditional notwithstanding the occurrence of any circumstances
including without limitation, any Event of Default, set-off or deduction by the
Borrower or its Subsidiaries.

      (c) Anything in subsection (a) above to the contrary notwithstanding, (i)
the Borrower may not select Eurodollar Rate Advances for any Revolving Credit
Borrowing if the aggregate amount of such


                                       17
<PAGE>   22
Revolving Credit Borrowing is less than $10,000,000 or if the obligation of the
Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to
Section 2.08 or 2.13 and (ii) Revolving Credit Advances may not be outstanding
as part of more than ten separate Borrowings; provided, however, that for
purposes of the limitation set forth in clause (ii) of this sentence, all
Borrowings consisting of Base Rate Advances shall constitute a single Borrowing.

      (d) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Revolving Credit Borrowing that the related Notice
of Revolving Credit Borrowing specifies is to be comprised of Eurodollar Rate
Advances or CD Rate Advances, the Borrower shall indemnify each Lender against
any loss, cost or expense to the extent incurred by such Lender as a direct
result of any failure to fulfill on or before the date specified in such Notice
of Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such Lender as part of
such Revolving Credit Borrowing when such Revolving Credit Advance, as a result
of such failure, is not made on such date.

      (e) Unless the Agent shall have received notice from the Appropriate
Lender prior to the date of any Borrowing under a Facility under which such
Lender has a Revolving Credit Commitment that such Lender will not make
available to the Agent such Lender's ratable portion of such Borrowing, the
Agent may assume that such Lender has made such portion available to the Agent
on the date of such Borrowing in accordance with subsection (a) or (b) of this
Section 2.02 and the Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount. If and to the extent that
such Lender shall not have so made such ratable portion available to the Agent,
such Lender and the Borrower severally agree to repay or pay to the Agent
forthwith on demand such corresponding amount and to pay interest thereon, for
each day from the date such amount is made available to the Borrower until the
date such amount is repaid or paid to the Agent, at (i) in the case of the
Borrower, the interest rate applicable at such time under Section 2.07 to
Advances comprising such Borrowing and (ii) in the case of such Lender, the
Federal Funds Rate. If such Lender shall pay to the Agent such corresponding
amount, such amount so paid shall constitute such Lender's Advance as part of
such Borrowing for all purposes.

      (f) The failure of any Lender to make the Advance to be made by it as part
of any Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Advance on the date of such Borrowing, but no Lender shall
be responsible for the failure of any other Lender to make the Advance to be
made by such other Lender on the date of any Borrowing.

      SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally
agrees that the Borrower may make Competitive Bid Borrowings under this Section
2.03 from time to time on any Business Day during the period from the Effective
Date until the date occurring 30 days prior to the Termination Date in the
manner set forth below; provided that, following the making of each Competitive
Bid Borrowing, the aggregate amount of the Advances then outstanding plus the
Available Amount of all Letters of Credit then outstanding shall not exceed the
aggregate amount of the Revolving Credit Commitments of the Lenders (computed
without regard to any Competitive Bid Reduction).

            (i) The Borrower may request a Competitive Bid Borrowing under this
      Section 2.03 by delivering to the Agent, by telecopier or tested telex, a
      notice of a Competitive Bid Borrowing (a "Notice of Competitive Bid
      Borrowing"), in substantially the form of Exhibit B-2 hereto, specifying
      therein the requested (v) date of such proposed Competitive Bid Borrowing,
      (w) aggregate amount of such proposed Competitive Bid Borrowing, (x) in
      the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
      Interest Period, or in the case of a Competitive Bid Borrowing consisting
      of Fixed Rate Advances, maturity date for repayment of each Fixed Rate
      Advance to be made as part of such Competitive Bid Borrowing (which
      maturity date may not be earlier than the date occurring 10 days after


                                       18
<PAGE>   23
      the date of such Competitive Bid Borrowing or later than the earlier of
      (i) 270 days after the date of such Competitive Bid Borrowing and (ii) the
      Termination Date), (y) interest payment date or dates relating thereto,
      and (z) other terms (if any) to be applicable to such Competitive Bid
      Borrowing, not later than 10:00 A.M. (New York City time) (A) at least two
      Business Day prior to the date of the proposed Competitive Bid Borrowing,
      if the Borrower shall specify in the Notice of Competitive Bid Borrowing
      that the rates of interest to be offered by the Lenders shall be fixed
      rates per annum (the Advances comprising any such Competitive Bid
      Borrowing being referred to herein as "Fixed Rate Advances") and (B) at
      least five Business Days prior to the date of the proposed Competitive Bid
      Borrowing, if the Borrower shall instead specify in the Notice of
      Competitive Bid Borrowing that the rates of interest be offered by the
      Lenders are to be based on the LIBO Rate (the Advances comprising such
      Competitive Bid Borrowing being referred to herein as "LIBO Rate
      Advances"). Subject to clause (iii)(x) below, each Notice of Competitive
      Bid Borrowing shall be irrevocable and binding on the Borrower. The Agent
      shall in turn promptly notify each Lender of each request for a
      Competitive Bid Borrowing received by it from the Borrower by sending such
      Lender a copy of the related Notice of Competitive Bid Borrowing.

            (ii) Each Lender may, if, in its sole discretion, it elects to do
      so, irrevocably offer to make one or more Competitive Bid Advances to the
      Borrower as part of such proposed Competitive Bid Borrowing at a rate or
      rates of interest specified by such Lender in its sole discretion, by
      notifying the Agent (which shall give prompt notice thereof to the
      Borrower), before 10:00 A.M. (New York City time) one Business Day prior
      to the date of the proposed Competitive Bid Borrowing, in the case of a
      Competitive Bid Borrowing consisting of Fixed Rate Advances and before
      10:00 A.M. (New York City time) three Business Days before the date of
      such proposed Competitive Bid Borrowing, in the case of a Competitive Bid
      Borrowing consisting of LIBO Rate Advances, of the minimum amount and
      maximum amount of each Competitive Bid Advance which such Lender would be
      willing to make as part of such proposed Competitive Bid Borrowing (which
      amounts may, subject to the proviso to the first sentence of this Section
      2.03(a), exceed such Lender's Revolving Credit Commitment, if any), the
      rate or rates of interest therefor and such Lender's Applicable Lending
      Office with respect to such Competitive Bid Advance; provided that if the
      Agent in its capacity as a Lender shall, in its sole discretion, elect to
      make any such offer, it shall notify the Borrower of such offer at least
      30 minutes before the time and on the date on which notice of such
      election is to be given to the Agent by the other Lenders. If any Lender
      shall elect not to make such an offer, such Lender shall so notify the
      Agent, before 10:00 A.M. (New York City time) on the date on which notice
      of such election is to be given to the Agent by the other Lenders, and
      such Lender shall not be obligated to, and shall not, make any Competitive
      Bid Advance as part of such Competitive Bid Borrowing; provided that the
      failure by any Lender to give such notice shall not cause such Lender to
      be obligated to make any Competitive Bid Advance as part of such proposed
      Competitive Bid Borrowing.

            (iii) The Borrower shall, in turn, before 11:00 A.M. (New York City
      time) one Business Day prior to the date of such proposed Competitive Bid
      Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed
      Rate Advances and before 11:00 A.M. (New York City time) three Business
      Days before the date of such proposed Competitive Bid Borrowing, in the
      case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
      either:

                  (x) cancel such Competitive Bid Borrowing by giving the Agent
            notice to that effect, or

                  (y) accept one or more of the offers made by any Lender or
            Lenders pursuant to paragraph (ii) above, in its sole discretion, by
            giving notice to the Agent of the amount of each Competitive Bid
            Advance (which amount shall be equal to or greater than the minimum
            amount, and equal to or less than the maximum amount, notified to
            the Borrower by the Agent on behalf of such Lender for such
            Competitive Bid Advance pursuant to paragraph (ii) above) to be made


                                       19
<PAGE>   24
            by each Lender as part of such Competitive Bid Borrowing, and reject
            any remaining offers made by Lenders pursuant to paragraph (ii)
            above by giving the Agent notice to that effect. The Borrower shall
            accept the offers made by any Lender or Lenders to make Competitive
            Bid Advances in order of the lowest to the highest rates of interest
            offered by such Lenders. If two or more Lenders have offered the
            same interest rate, the amount to be borrowed at such interest rate
            will be allocated among such Lenders in proportion to the amount
            that each such Lender offered at such interest rate; provided,
            however, that such allocation may be adjusted upward or downward by
            the Agent, as necessary, to make the amount to be borrowed from each
            Lender equal to $5,000,000 or an integral multiple of $1,000,000 in
            excess thereof.

            (iv) If the Borrower notifies the Agent that such Competitive Bid
      Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent
      shall give prompt notice thereof to the Lenders and such Competitive Bid
      Borrowing shall not be made.

            (v) If the Borrower accepts one or more of the offers made by any
      Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in
      turn promptly notify (A) each Lender that has made an offer as described
      in paragraph (ii) above, of the date and aggregate amount of such
      Competitive Bid Borrowing and whether or not any offer or offers made by
      such Lender pursuant to paragraph (ii) above have been accepted by the
      Borrower, (B) each Lender that is to make a Competitive Bid Advance as
      part of such Competitive Bid Borrowing, of the amount of each Competitive
      Bid Advance to be made by such Lender as part of such Competitive Bid
      Borrowing, and (C) each Lender that is to make a Competitive Bid Advance
      as part of such Competitive Bid Borrowing, upon receipt, that the Agent
      has received forms of documents appearing to fulfill the applicable
      conditions set forth in Article III. Each Lender that is to make a
      Competitive Bid Advance as part of such Competitive Bid Borrowing shall,
      before 12:00 noon (New York City time) on the date of such Competitive Bid
      Borrowing specified in the notice received from the Agent pursuant to
      clause (A) of the preceding sentence or any later time when such Lender
      shall have received notice from the Agent pursuant to clause (C) of the
      preceding sentence, make available for the account of its Applicable
      Lending Office to the Agent at the Agent's Account, in same day funds,
      such Lender's portion of such Competitive Bid Borrowing. Upon fulfillment
      of the applicable conditions set forth in Article III and after receipt by
      the Agent of such funds, the Agent will make such funds available to the
      Borrower at the Agent's address referred to in Section 8.02. Promptly
      after each Competitive Bid Borrowing the Agent will notify each Lender of
      the amount of the Competitive Bid Borrowing, the consequent Competitive
      Bid Reduction and the dates upon which such Competitive Bid Reduction
      commenced and will terminate.

            (vi) If the Borrower notifies the Agent that it accepts one or more
      of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y)
      above, such notice of acceptance shall be irrevocable and binding on the
      Borrower. The Borrower shall indemnify each Lender against any loss, cost
      or expense to the extent incurred by such Lender as a direct result of any
      failure to fulfill on or before the date specified in the related Notice
      of Competitive Bid Borrowing for such Competitive Bid Borrowing the
      applicable conditions set forth in Article III, including, without
      limitation, any loss (excluding loss of anticipated profits), cost or
      expense incurred by reason of the liquidation or reemployment of deposits
      or other funds acquired by such Lender to fund the Competitive Bid Advance
      to be made by such Lender as part of such Competitive Bid Borrowing when
      such Competitive Bid Advance, as a result of such failure, is not made on
      such date.

      (b) Each Competitive Bid Borrowing shall be in an aggregate amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each Competitive Bid Borrowing, the Borrower shall be in
compliance with the limitations set forth in the proviso to the first sentence
of subsection (a) above.


                                       20
<PAGE>   25
      (c) Within the limits and on the conditions set forth in this Section
2.03, the Borrower may from time to time borrow under this Section 2.03, repay
or prepay pursuant to subsection (d) below, and reborrow under this Section
2.03.

      (d) The Borrower shall repay to the Agent for the account of each Lender
that has made a Competitive Bid Advance, on the maturity date of each
Competitive Bid Advance (such maturity date being that specified by the Borrower
for repayment of such Competitive Bid Advance in the related Notice of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above), the
then unpaid principal amount of such Competitive Bid Advance. The Borrower shall
have no right to prepay any principal amount of any Competitive Bid Advance
except as specified in the Notice of Competitive Bid Borrowing relating thereto.

      (e) The Borrower shall pay interest on the unpaid principal amount of each
Competitive Bid Advance from the date of such Competitive Bid Advance to the
date the principal amount of such Competitive Bid Advance is repaid in full, at
the rate of interest for such Competitive Bid Advance specified by the Lender
making such Competitive Bid Advance in its notice with respect thereto delivered
pursuant to subsection (a)(ii) above, payable on the interest payment date or
dates specified by the Borrower for such Competitive Bid Advance in the related
Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above, as provided in the Competitive Bid Note evidencing such Competitive Bid
Advance. Upon the occurrence and during the continuance of an Event of Default
under Section 6.01(a), the Borrower shall pay interest on the amount of past-due
principal of and interest on each Competitive Bid Advance owing to a Lender and
any past-due fees relating thereto, payable in arrears on the date or dates
interest is payable thereon, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid on such Competitive Bid
Advance under the terms of the Competitive Bid Note evidencing such Competitive
Bid Advance unless otherwise agreed in such Competitive Bid Note.

      (f) The indebtedness of the Borrower resulting from each Competitive Bid
Advance made to the Borrower as part of a Competitive Bid Borrowing shall be
evidenced by a Competitive Bid Note of the Borrower payable to the order of the
Lender making such Competitive Bid Advance.

      (g) Upon delivery of each Notice of Competitive Bid Borrowing, the
Borrower shall pay a non-refundable fee of $3,500 to the Agent for its own
account.

      SECTION 2.04. Issuance of and Drawings and Reimbursement Under Letters of
Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon
request, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of Credit
(or such shorter notice as agreed between the Borrower and any Issuing Lender),
by the Borrower to the Agent, which shall give to each Issuing Lender prompt
notice thereof by tested telex, telecopier or cable. Each such request for
issuance of a Letter of Credit (a "Letter of Credit Request") shall be by
telephone, confirmed immediately in writing, or telecopier or tested telex
substantially in the form of Exhibit B-3 hereto, specifying therein the
requested (A) date of such issuance (which shall be a Business Day), (B)
currency and Available Amount of such Letter of Credit, (C) expiration date of
such Letter of Credit (which shall not be more than one year from the date of
issuance), (D) name and address of the beneficiary of such Letter of Credit and
(E) form of such Letter of Credit. If the requested form of such Letter of
Credit is reasonably acceptable to the Issuing Lender, the Issuing Lender will,
upon fulfillment of the applicable conditions set forth in Article III, make
such Letter of Credit available to the Borrower at its office referred to in
Section 8.02 or as otherwise agreed with the Borrower in connection with such
issuance. Within a reasonable time after the issuance of each Letter of Credit
hereunder, the Agent shall provide notice thereof and a copy of such Letter of
Credit to each Lender.

      (b) Drawing and Reimbursement. (i) The payment by any Issuing Lender of a
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by such Issuing Lender of an Advance (each being a "Letter
of Credit Advance"), which initially shall be a Base Rate Advance (subject to


                                       21
<PAGE>   26
Section 2.10), in the amount of such draft; provided, however, that if, at the
time of any such drawing under a Letter of Credit the Borrower is not able to
satisfy each of the conditions set forth in Section 3.02, such drawing shall not
constitute an advance hereunder and the Borrower shall immediately reimburse the
Issuing Lender for such amount drawn. The payment by any Issuing Lender of a
draft drawn under any Canadian Dollar Letter of Credit shall constitute for all
purposes of this Agreement the making by such Issuing Lender of a Canadian
Dollar Letter of Credit Advance; provided, however, that if, at the time of any
such drawing under a Canadian Dollar Letter of Credit, the Borrower is not able
to satisfy each of the conditions set forth in Section 3.02, such drawing shall
not constitute an Advance hereunder and the Borrower shall immediately reimburse
the Issuing Lender for such amount drawn. Upon the making of a Canadian Dollar
Letter of Credit Advance, the amount of such Advance in Canadian Dollars shall
be immediately converted to the U.S. Dollar Equivalent and shall thereafter
constitute a Base Rate Advance in the amount of such U.S. Dollar Equivalent.
Upon written demand by any Issuing Lender with an outstanding Letter of Credit
Advance, with a copy of such demand to the Agent, each other Lender shall
purchase from such Issuing Lender, and such Issuing Lender shall sell and assign
to each such other Lender, such other Lender's Pro Rata Share of such
outstanding Letter of Credit Advance as of the date of such purchase, by making
available for the account of its Applicable Lending Office to the Agent for the
account of such Issuing Lender, by deposit to the Agent's Account, in same day
funds, an amount equal to the portion of the outstanding principal amount of
such Letter of Credit Advance to be purchased by such other Lender; provided,
however, that so long as such written demand shall be made by any such Issuing
Lender within two Business Days of the making of such Letter of Credit Advance,
each such purchasing Lender shall also pay its Pro Rata Share of the interest
accrued on such Letter of Credit Advance through the date of such demand and;
provided further, that if any Lender's public debt rating (as such term is
defined in the definition of "Applicable Margin") falls below BBB- or Baa3 by
S&P or Moody's, respectively, such Lender shall, upon 5 Business Days' notice
from the Agent, cash collateralize its Pro Rata Share of the Available Amount of
all Letters of Credit issued and outstanding at such time by depositing such
amount into the L/C Cash Collateral Account, such depositing Lender to be
entitled to interest on any such deposited funds at the Federal Funds Rate so
long as such amounts are deposited in the L/C Cash Collateral Account. Promptly
after receipt of all such funds from the purchasing Lenders, the Agent shall
transfer such funds to such Issuing Lender. The Borrower hereby agrees to each
such sale and assignment. Each Lender agrees to purchase its Pro Rata Share of
an outstanding Letter of Credit Advance on (A) the Business Day on which demand
therefor is made by the Issuing Lender which made such Advance, provided notice
of such demand is given not later than 11:00 A.M. (New York City time) on such
Business Day or (B) the first Business Day next succeeding such demand if notice
of such demand is given after such time. Upon any such assignment by an Issuing
Lender to any other Lender of a portion of a Letter of Credit Advance, such
Issuing Lender represents and warrants to such other Lender that such Issuing
Lender is the legal and beneficial owner of such interest being assigned by it,
free and clear of any liens, but makes no other representation or warranty and
assumes no responsibility with respect to such Letter of Credit Advance, this
Agreement or any party hereto. If and to the extent that any Lender shall not
have so made the amount of such Letter of Credit Advance available to the Agent,
such Lender agrees to pay to the Agent forthwith on demand such amount together
with interest thereon, for each day from the date of demand by such Issuing
Lender until the date such amount is paid to the Agent, at the Federal Funds
Rate for its account or the account of such Issuing Lender, as applicable. If
such Lender shall pay to the Agent such amount for the account of such Issuing
Lender on any Business Day, such amount so paid in respect of principal shall
constitute a Letter of Credit Advance made by such Lender on such Business Day
for purposes of this Agreement, and the outstanding principal amount of the
Letter of Credit Advance made by such Issuing Lender shall be reduced by such
amount on such Business Day.

      (ii) If the Borrower has commenced any action or proceeding seeking to
enjoin or preclude the payment or drawing with respect to any Letter of Credit,
and such action or proceeding is not concluded on or prior to the Termination
Date, the Agent may make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, pay to the Agent on behalf of the Lenders in same day
funds at the Agent's office designated in such demand, for deposit in the L/C
Cash Collateral Account, an amount equal to the Available Amount of any such
Letter of Credit.


                                       22
<PAGE>   27
      (c) Failure to Make Letter of Credit Advances. The failure of any Lender
to make the Letter of Credit Advance to be made by it on the date specified in
Section 2.04(b) shall not relieve any other Lender of its obligation hereunder
to make its Letter of Credit Advance on such date, but no Lender shall be
responsible for the failure of any other Lender to make the Letter of Credit
Advance to be made by such other Lender on such date.

      SECTION 2.05. Optional Termination or Reduction of Revolving Credit
Commitments. The Borrower shall have the right, upon at least three Business
Days' notice to the Agent, to terminate in whole or reduce ratably in part the
unused portions of the respective Revolving Credit Commitments of the Lenders,
provided that each partial reduction shall be in the aggregate amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and provided
further that the aggregate amount of the Revolving Credit Commitments of the
Lenders shall not be reduced to an amount that is less than the aggregate
principal amount of the Competitive Bid Advances then outstanding.

      SECTION 2.06. Repayment of Advances. (a) Revolving Credit Advances. The
Borrower shall repay to the Agent for the ratable account of the Lenders on the
Termination Date the aggregate principal amount of the Revolving Credit Advances
then outstanding.

      (b) Swing Line Advances. The Borrower shall repay to each Lender that has
made a Swing Line Advance the outstanding principal amount of each Swing Line
Advance made by each of them (together with interest thereon) on the earlier of
the maturity date specified in the applicable Notice of Swing Line Borrowing
(which maturity shall be no later than the tenth day after the requested date of
such Borrowing) and the Termination Date.

      (c) Letter of Credit Advances. (i) The Borrower shall repay to the Agent
for the account of each Issuing Lender and each other Lender that has made a
Letter of Credit Advance on the Termination Date the outstanding principal
amount of each Letter of Credit Advance made by each of them (irrespective of
whether any such Letter of Credit Advance was made before, on or, if in
accordance with applicable law, after the expiry date stated in the applicable
Letter of Credit).

      (ii) The obligations of the Borrower under this Agreement shall be
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:

            (A) any lack of validity or enforceability of this Agreement, any
      Letter of Credit or any Letter of Credit Request;

            (B) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the obligations of the Borrower in respect of
      any Letter of Credit or any other amendment or waiver of or any consent to
      departure from all or any of the Letters of Credit;

            (C) the existence of any claim, setoff, defense or other right that
      the Borrower may have at any time against any beneficiary or any
      transferee of a Letter of Credit (or any Persons for whom any such
      beneficiary or any such transferee may be acting), any Issuing Lender or
      any other Person, whether in connection with the transactions contemplated
      by the Letter of Credit or any unrelated transaction;

            (D) any statement or any other document presented under a Letter of
      Credit proving to be forged, fraudulent or invalid or any statement
      therein being untrue or inaccurate in any respect;

            (E) payment by any Issuing Lender under a Letter of Credit against
      presentation of a draft or certificate that does not strictly comply with
      the terms of such Letter of Credit so long as such draft or


                                       23
<PAGE>   28
      certificate substantially complies; or

            (F) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including, without limitation, any other
      circumstance that might otherwise constitute a defense available to, or a
      discharge of, the Borrower or a guarantor.

      SECTION 2.07. Interest on Advances. (a) Scheduled Interest. The Borrower
shall pay interest on the unpaid principal amount of each Advance (excluding
Competitive Bid Advances) owing to each Lender from the date of such Advance
until such principal amount shall be paid in full, at the following rates per
annum:

            (i) Base Rate Advances. During such periods as such Advance is a
      Base Rate Advance, a rate per annum equal at all times to the sum of (x)
      the Base Rate in effect from time to time plus (y) the Applicable Margin
      in effect from time to time, payable in arrears quarterly on the first
      Business Day of each January, April, July and October during such periods
      and on the date such Base Rate Advance shall be Converted or paid in full.

            (ii) Eurodollar Rate Advances. During such periods as such Advance
      is a Eurodollar Rate Advance, a rate per annum equal at all times during
      each Interest Period for such Revolving Credit Advance to the sum of (x)
      the Eurodollar Rate for such Interest Period for such Revolving Credit
      Advance plus (y) the Applicable Margin in effect from time to time,
      payable in arrears on the last day of such Interest Period and, if such
      Interest Period has a duration of more than three months, on each day that
      occurs during such Interest Period every three months from the first day
      of such Interest Period and on the date such Eurodollar Rate Advance shall
      be Converted or paid in full.

            (iii) CD Rate Advances. During such periods as such Advance is a CD
      Rate Advance, a rate per annum equal at all times during each Interest
      Period for such Revolving Credit Advance to the sum of (x) the Adjusted CD
      Rate for such Interest Period for such Revolving Credit Advance plus (y)
      the Applicable Margin in effect from time to time, payable in arrears on
      the last day of such Interest Period and, if such Interest Period has a
      duration of more than 90 days, on each day that occurs during such
      Interest Period every 90 days from the first day of such Interest Period
      and on the date such CD Advance shall be Converted or paid in full.

      (b) Default Interest. Upon the occurrence and during the continuance of an
Event of Default under Section 6.01(a), the Borrower shall pay interest on (i)
the unpaid principal amount of each Advance (excluding Competitive Bid Advances)
owing to each Lender, payable in arrears on the dates referred to in clause
(a)(i), (a)(ii) or (a)(iii) above, at a rate per annum equal at all times to 2%
per annum above the rate per annum required to be paid on such Advance pursuant
to clause (a)(i), (a)(ii) or (a)(iii) above and (ii) to the fullest extent
permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on Base Rate
Advances pursuant to clause (a)(i) above.

      (c) Additional Interest on Eurodollar Rate Advances. The Borrower shall
pay to each Lender, so long as such Lender shall be required under regulations
of the Board of Governors of the Federal Reserve System to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional interest on the unpaid principal amount of each Advance
of such Lender during such periods as such Advance is a Eurodollar Rate Advance,
from the date of such Advance until such principal amount is paid in full, at an
interest rate per annum equal at all times to the remainder obtained by
subtracting (i) the Eurodollar Rate for such Interest Period for such Eurodollar
Rate Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such
Lender for


                                       24
<PAGE>   29
such Interest Period, payable on each date on which interest is payable on such
Eurodollar Rate Advance. Such additional interest shall be determined by such
Lender and notified to the Borrower through the Agent.

      SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank agrees
to furnish to the Agent timely information for the purpose of determining each
Eurodollar Rate, each Adjusted CD Rate and each LIBO Rate. If any one or more of
the Reference Banks shall not furnish such timely information to the Agent for
the purpose of determining any such interest rate, the Agent shall determine
such interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Agent shall give prompt notice to the Borrower and the
Lenders of the applicable interest rate determined by the Agent for purposes of
Section 2.07(a)(i), (ii) or (iii) or for purposes of any LIBO Rate Advance, and
the rate, if any, furnished by each Reference Bank for the purpose of
determining the interest rate under Section 2.07(a)(ii) or (iii) or any LIBO
Rate Advance.

      (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders
notify the Agent prior to the commencement of the Interest Period therefor that
the Eurodollar Rate for such Interest Period for such Advances will not
adequately reflect the cost to such Required Lenders of making, funding or
maintaining their respective Eurodollar Rate Advances for such Interest Period,
the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i)
each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance, and (ii)
the obligation of the Lenders to make, or to Convert Revolving Credit Advances
into Eurodollar Rate Advances shall be suspended until the Agent shall notify
the Borrower and the Lenders that the circumstances causing such suspension no
longer exist.

      (c) If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances or any CD Rate Advance in accordance
with the provisions contained in the definition of "Interest Period" in Section
1.01, the Agent will forthwith so notify the Borrower and the Lenders and such
Advances will automatically, on the last day of the then existing Interest
Period therefor, Convert into Base Rate Advances.

      (d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances or CD Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $10,000,000, such
Advances shall automatically Convert into Base Rate Advances.

      (e) Upon the occurrence and during the continuance of any Event of Default
under Section 6.01(a), (i) each Eurodollar Rate Advance and CD Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make,
or to Convert Advances into, Eurodollar Rate Advances or CD Rate Advances shall
be suspended.

      (f) If none of the Reference Banks furnish timely information to the Agent
for determining the Eurodollar Rate, Adjusted CD Rate or LIBO Rate for any
Eurodollar Rate Advances, CD Rate Advances or LIBO Rate Advances, as the case
may be:

            (i) the Agent shall forthwith notify the Borrower and the Lenders
      that the interest rate cannot be determined for such Eurodollar Rate
      Advances, CD Rate Advances or LIBO Rate Advances, as the case may be,

            (ii) with respect to Eurodollar Rate Advances, each such Advance
      will automatically, on the last day of the then existing Interest Period
      therefor, Convert into a Base Rate Advance (or if such Advance is then a
      Base Rate Advance, will continue as a Base Rate Advance), and

            (iii) the obligation of the Lenders to make Eurodollar Rate
      Advances, CD Rate Advances or LIBO Rate Advances or to Convert Revolving
      Credit Advances into Eurodollar Rate Advances shall be suspended until the
      Agent shall notify the Borrower and the Lenders that the circumstances
      causing such


                                       25
<PAGE>   30
      suspension no longer exist.

      SECTION 2.09. Fees. (a) Facility Fee. The Borrower agrees to pay to the
Agent for the account of each Lender (other than the Designated Bidders) a
facility fee on the daily aggregate amount of such Lender's Revolving Credit
Commitment from the earlier of (i) the Effective Date or (ii) 30 days following
the date hereof in the case of each Initial Lender and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a Lender
(but not prior to the earlier of (i) the Effective Date or (ii) 30 days
following the date hereof) in the case of each other Lender until the
Termination Date at a rate per annum equal to the Applicable Margin in effect
from time to time, payable in arrears quarterly on the first Business Day of
each January, April, July and October, commencing April 1, 1998, and on the
Termination Date.

      (b) Annual Agency Fee. The Borrower shall pay to the Agent for its own
account such fees as may from time to time be agreed upon between the Borrower
and the Agent.

      (c) Agent's Fees. The Borrower shall pay to the Agent for its own account
such fees as may from time to time be agreed between the Borrower and the Agent.

      (d) Arranger's, Co-Documentation Agents and Co-Arranger's Fee. The
Borrower shall pay to the Arranger for its own account or, as applicable, the
account of a Co-Documentation Agent or Co-Arranger such fees as agreed between
the Borrower and the Arranger, the Borrower and the Co-Arrangers and the
Borrower and the Co-Documentation Agents.

      (e) Senior Managing and Co-Agents' Fee. The Borrower shall pay to the
Agent for the account of each Senior Managing and Co-Agent such fees as
specified in the Information Memorandum.

      (f) Letter of Credit Fees. (i) The Borrower shall pay to the Agent for the
account of each Lender a commission on such Lender's Pro Rata Share of the daily
aggregate Available Amount (in U.S. Dollars) of all Letters of Credit
outstanding from time to time at the rate per annum equal to (A) the Applicable
Margin for Eurodollar Rate Advances for Financial Obligation Letters of Credit
and (B) 50% of the Applicable Margin for Eurodollar Rate Advances for
Performance Letters of Credit, payable in arrears quarterly on the first
Business Day of each January, April, July and October, commencing April 1, 1998,
and on the Termination Date.

      (ii) The Borrower shall pay to the Agent for the account of each Issuing
Lender a commission on the daily aggregate Available Amount (in U.S. Dollars) of
all Letters of Credit issued by such Issuing Lender and outstanding from time to
time at the rate per annum equal to 1/8 of 1%, payable in arrears quarterly on
the first Business Day of each January, April, July and October, commencing
April 1, 1998, and on the Termination Date.

      SECTION 2.10. Optional Conversion of Revolving Credit Advances. The
Borrower may on any Business Day, upon notice given to the Agent not later than
11:00 A.M. (New York City time) on the third Business Day prior to the date of
the proposed Conversion and subject to the provisions of Sections 2.08 and 2.13,
Convert all or any portion of the Advances of one Type comprising the same
Borrowing into Advances of another Type or change the Interest Period therefor
into another permissible Interest Period; provided, however, that (i) in the
event that any Conversion of Eurodollar Rate Advances or CD Rate Advances into
Base Rate Advances is made on a day other than the last day of an Interest
Period for such Eurodollar Rate Advances or CD Rate Advances, the Borrower shall
be obligated to reimburse the Lenders in respect thereof pursuant to Section
8.04(c), (ii) each Conversion shall be of Advances in an aggregate amount not
less than $10,000,000, (iii) no Conversion of any Advances shall result in more
separate Borrowings than permitted under Section 2.02(c) and (iv) each
Conversion of Advances comprising part of the same Borrowing under any Facility
shall be made ratably among the appropriate Lenders in accordance with their
Revolving Credit Commitments under such Facility. Each such notice of a
Conversion shall, within the restrictions specified above, specify (A) the date
of


                                       26
<PAGE>   31
such Conversion, (B) the Advances to be Converted and (C) if such Conversion is
into Eurodollar Rate Advances or CD Rate Advances, the duration of the initial
Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

      SECTION 2.11. Prepayments of Advances. (a) Optional. The Borrower may,
upon (i) at least three Business Days' notice in the case of a Eurodollar Rate
Advance or CD Rate Advance, (ii) at least one Business Day's notice in the case
of a Base Rate Advance and (iii) same day notice in the case of a Swing Line
Advance, in each case to the Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the outstanding principal amount of such Advances (other than
Competitive Bid Advances) comprising part of the same Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the principal amount prepaid; provided, however, that (x) each partial
prepayment shall be in an aggregate principal amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof (or, in the case of Swing Line
Advances, the full amount of any such Swing Line Advance); provided, however,
that following each partial prepayment of any Eurodollar Rate Advance the
remaining outstanding amount of such Advance shall be at least $10,000,000 and
(y) in the event of any such prepayment of a Eurodollar Rate Advance or CD Rate
Advance other than on the last day of the Interest Period therefor, the Borrower
shall be obligated to reimburse the Lenders in respect thereof pursuant to
Section 8.04(c).

      (b) Mandatory. (i) The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Revolving Credit Advances comprising part of
the same Borrowings, the Letter of Credit Advances, the Swing Line Advances and
the Competitive Bid Advances equal to the amount by which (A) the sum of the
aggregate principal amount of (w) the Competitive Bid Advances, (x) the
Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing
Line Advances then outstanding plus the aggregate Available Amount of all
Letters of Credit then outstanding exceeds (B) the Revolving Credit Facility on
such Business Day. If, after giving effect to the foregoing prepayments, the
aggregate Available Amount of all Letters of Credit then outstanding exceeds the
Letter of Credit Facility, then the Borrower shall pay to the Agent on behalf of
the Lenders and the Issuing Lenders in same day funds, for deposit in the L/C
Cash Collateral Account, an aggregate amount equal to such excess in accordance
with arrangements reasonably satisfactory to the Agent. For purposes of
determining, at any time, the aggregate principal amount of Letter of Credit
Advances or the aggregate Available Amount of all Letters of Credit then
outstanding at such time, the aggregate principal amount of all Canadian Dollar
Letter of Credit Advances and the aggregate Available Amount of all Canadian
Dollar Letters of Credit outstanding at such time shall be converted to the U.S.
Dollar Equivalent determined as at such time.

      (ii) Prepayments made pursuant to clause (i) above shall be first applied
to prepay Letter of Credit Advances then outstanding until such Advances are
paid in full, second applied to prepay Swing Line Advances then outstanding
until such Advances are paid in full, and third applied to prepay Revolving
Credit Advances then outstanding comprising part of the same Borrowings until
such Advances are paid in full.

      (iii) All prepayments under this subsection (b) shall be made together
with accrued interest to the date of such prepayment on the principal amount
prepaid. If any payment required to be made under this Section 2.05(b) on
account of Eurodollar Rate Advances or CD Rate Advances would be made other than
on the last day of the applicable Interest Period therefor, the Borrower may, in
lieu of prepaying such Advance, deposit the amount of such payment in the Cash
Collateral Account until the last day of the applicable Interest Period at which
time such payment shall be made.

      SECTION 2.12. Increased Costs. (a) If, due to either (i) the introduction
of or any change in or in the interpretation of any law or regulation, with
respect to any Eurodollar Rate Advance or CD Rate Advance, after the date
hereof, and with respect to any LIBO Rate Advance, after the date on which one
or more Lenders offered to make such LIBO Rate Advance or (ii) the compliance
with any guideline or request from any central bank or other governmental
authority (whether or not having the force of law), adopted or made, with
respect to any Eurodollar Rate Advance or CD Rate Advance, after the date
hereof, and with respect to any LIBO


                                       27
<PAGE>   32
Rate Advance, after the date on which one or more Lenders offered to make such
LIBO Rate Advance, there shall be any increase in the cost to any Lender of
agreeing to make or making, funding or maintaining Eurodollar Rate Advances, CD
Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.12
any such increased costs resulting from taxes, including Taxes and Other Taxes
(as to which Section 2.15 shall govern)), then the Borrower shall from time to
time, upon demand by such Lender (with a copy of such demand to the Agent), pay
to the Agent for the account of such Lender additional amounts sufficient to
compensate such Lender for such increased cost to the extent actually incurred;
provided, however, that, before making any such demand, each Lender agrees to
use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Applicable Lending Office if
the making of such a designation would avoid the need for, or reduce the amount
of, such increased cost and would not, in the sole reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender. A certificate as to the
amount of such increased cost, setting forth the basis therefor in reasonable
detail, submitted to the Borrower and the Agent by such Lender, shall be
conclusive and binding for all purposes, absent manifest error.

      (b) If any Lender reasonably determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) adopted after
the date hereof affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend hereunder and other commitments of
this type, then, upon demand by such Lender (with a copy of such demand to the
Agent), the Borrower shall pay to the Agent for the account of such Lender, from
time to time as specified by such Lender, additional amounts sufficient to
compensate such Lender or such corporation in the light of such circumstances,
to the extent that such Lender reasonably determines such increase in capital to
be allocable to the existence of such Lender's commitment to lend hereunder to
the extent actually incurred; provided, however, that, before making any such
demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such additional amounts payable under this
subsection (b) and would not, in the sole reasonable judgment of such Lender, be
otherwise disadvantageous to such Lender. A certificate as to such amounts
setting forth the basis therefor in reasonable detail, submitted to the Borrower
and the Agent by such Lender shall be conclusive and binding for all purposes,
absent manifest error.

      (c) Notwithstanding any other provision in this Section 2.12, no Lender
shall be entitled to demand compensation pursuant to this Section 2.12 unless,
at such time, it is the general policy or practice of such Lender to demand such
compensation in similar circumstances under comparable provisions of other
comparable credit agreements with borrowers of similar credit quality. The
Borrower shall pay each Lender the amount shown as due on any certificate
delivered by such Lender pursuant to subsection (a) or (b) above within 30 days
after its receipt of the same.

      (d) No Lender shall be entitled to compensation under this Section 2.12
for any costs incurred or reductions suffered with respect to any event or
circumstance unless such Lender shall have notified the Borrower, not more than
120 days after such Lender becomes aware of such event or circumstance, that it
will demand compensation for such costs or reductions in a certificate described
in the last sentence of each of subsections (a) and (b) above.

      SECTION 2.13. Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Agent and the Borrower that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
LIBO Rate Advances or to fund or maintain Eurodollar Rate Advances or LIBO Rate
Advances hereunder, (i) the obligation of the Lenders to make Eurodollar Rate
Advances or LIBO Rate Advances, as the case may be, or to Convert Revolving
Credit Advances into Eurodollar Rate Advances shall be suspended, whereupon any
request by the Borrower for a Borrowing comprised of Eurodollar Rate Advances
shall


                                       28
<PAGE>   33
be deemed a request for a Base Rate Advance until the affected Lender shall
notify the Agent and the Borrower that the circumstances causing such suspension
no longer exist and (ii) the Lenders may require that all outstanding Eurodollar
Rate Advances and LIBO Rate Advances, as the case may be, made by it be
Converted to Base Rate Advances, in which event all such Eurodollar Rate
Advances and LIBO Rate Advances, as the case may be, shall be automatically
Converted to Base Rate Advances as of the effective date of such notice;
provided, however, that each Lender agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to designate a
different Eurodollar Lending Office if the making of such a designation would
enable such Lender to withdraw its notice under this Section and would not, in
the reasonable judgment of such Lender, be otherwise disadvantageous to such
Lender. In the event any Lender shall notify the Agent and the Borrower of the
occurrence of the circumstances causing such suspension under this Section, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Rate Advances or LIBO Rate Advances that would have been
made by such Lender or the Converted Eurodollar Rate Advances shall instead be
applied to repay the Base Rate Advances made by such Lender in lieu of such
Eurodollar Rate Advances or LIBO Rate Advances, or resulting from the Conversion
of such Eurodollar Rate Advances. For purposes of this Section 2.13, a notice to
the Borrower by any Lender shall be effective as to each Eurodollar Rate Advance
and LIBO Rate Advance, if lawful, on the last day of the Interest Period
currently applicable to such Eurodollar Rate Advance or LIBO Rate Advance, as
the case may be; in all other cases such notice shall be effective on the date
of the occurrence of the circumstances causing such suspension.

      SECTION 2.14. Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the Notes and any Letter of Credit not later than
11:00 A.M. (New York City time) on the day when due in U.S. dollars to the Agent
at the Agent's Account in same day funds. The Agent will promptly thereafter
cause to be distributed like funds relating to the payment of principal or
interest or facility fees ratably (other than amounts payable pursuant to
Section 2.03, 2.12, 2.15 or 8.04(c)) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of
any other amount payable to any Lender to such Lender for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 8.07(c), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under the Notes
and any Letter of Credit in respect of the interest assigned thereby to the
Lender assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

      (b) All computations of interest based on the Base Rate (to the extent
governed by clause (a) of the definition thereof) shall be made by the Agent on
the basis of a year of 365 or 366 days, as the case may be, and all computations
of interest based on the Eurodollar Rate, Adjusted CD Rate or the Federal Funds
Rate and of facility fees and Letter of Credit fees shall be made by the Agent
on the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest or facility fees are payable. Each determination by the
Agent of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error.

      (c) Whenever any payment hereunder or under the Notes or any Letter of
Credit shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of payment of interest or
facility fee, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurodollar Rate Advances or
LIBO Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.

      (d) Unless the Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Lenders hereunder that the Borrower
will not make such payment in full, the Agent may assume that the Borrower has
made such payment in full to the Agent on such date and the Agent may,


                                       29
<PAGE>   34
in reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount distributed
to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Agent, at the Federal Funds Rate.

      SECTION 2.15. Taxes. (a) Any and all payments by the Borrower hereunder or
under the Notes shall be made, in accordance with Section 2.14, free and clear
of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, taxes imposed on
its overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction under the laws of which such Lender or the Agent (as
the case may be) is organized, managed or controlled or any political
subdivision thereof and, in the case of each Lender, taxes imposed on its
overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Notes being hereinafter referred to as "Taxes"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder or under any Note to any Lender or the Agent, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.15) such Lender or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

      (b) In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made under any Note or from the execution,
delivery or registration of, performing under, or otherwise with respect to,
this Agreement or any the Note (hereinafter referred to as "Other Taxes").

      (c) The Borrower shall indemnify each Lender and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any taxes imposed
by any jurisdiction on amounts payable under this Section 2.15) imposed on or
paid by such Lender or the Agent (as the case may be) and any liability
(including, without limitation, penalties, interest and expenses) arising
therefrom or with respect thereto. This indemnification shall be made within 30
days from the date such Lender or the Agent (as the case may be) makes written
demand therefor.

      (d) Within 30 days after the date of any payment of Taxes, the Borrower
shall furnish to the Agent, at its address referred to in Section 8.02, the
original or a certified copy of a receipt evidencing payment thereof. In the
case of any payment hereunder or under the Notes by or on behalf of the Borrower
through an account or branch outside the United States or by or on behalf of the
Borrower by a payor that is not a United States person, if the Borrower
determines that no Taxes are payable in respect thereof, the Borrower shall
furnish, or shall cause such payor to furnish, to the Agent, at such address, an
opinion of counsel acceptable to the Agent stating that such payment is exempt
from Taxes imposed by the jurisdiction from which such payment is made. For
purposes of this subsection (d) and subsection (e), the terms "United States"
and "United States person" shall have the meanings specified in Section 7701 of
the Internal Revenue Code.

      (e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender, on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter as requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide
each of the Agent and the Borrower with two original Internal Revenue Service
forms 1001 or 4224, as appropriate, or any successor or other form prescribed by
the Internal Revenue Service,


                                       30
<PAGE>   35
certifying that such Lender is exempt from or entitled to a reduced rate of
United States withholding tax on payments pursuant to this Agreement or the
Notes. If the forms provided by a Lender at the time such Lender first becomes a
party to this Agreement indicates a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from Taxes unless and until such Lender provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
form; provided, however, that, if at the date of the Assignment and Acceptance
pursuant to which a Lender assignee becomes a party to this Agreement, the
Lender assignor was entitled to payments under subsection (a) in respect of
United States withholding tax with respect to interest paid at such date, then,
to such extent, the term Taxes shall include (in addition to withholding taxes
that may be imposed in the future or other amounts otherwise includable in
Taxes) the lesser of (i) the United States withholding tax, if any, applicable
with respect to the Lender assignee on such date and (ii) the United States
withholding tax, if any, applicable with respect to the Lender assignor on such
date. For purposes of this subsection (e), the term Assignment and Acceptance
shall include a change in the Applicable Lending Office of a Lender. If any form
or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form 1001 or
4224, that the Lender reasonably considers to be confidential, the Lender shall
give notice thereof to the Borrower and shall not be obligated to include in
such form or document such confidential information.

      (f) For any period with respect to which a Lender has failed to provide
the Borrower with the appropriate form described in Section 2.15(e) (other than
if such failure is due to a change in law occurring subsequent to the date on
which a form originally was required to be provided, or if such form otherwise
is not required under the first sentence of subsection (e) above), such Lender
shall not be entitled to indemnification under Section 2.15(a) or (c) with
respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form required hereunder, the Borrower shall take such steps
as the Lender shall reasonably request to assist the Lender to recover such
Taxes and any cost or expense incurred by the Borrower in connection therewith
shall be promptly reimbursed by such Lender.

      (g) If a Lender or the Agent receives a refund from a taxing authority in
respect of any Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 2.15, it shall within 30 days from the date of such
receipt pay over such refund to the Borrower, net of all out-of-pocket expenses
of such Lender or the Agent; provided, however, that the Borrower, upon the
request of such Lender or the Agent, agrees to repay the amount paid over to the
Borrower to such Lender or the Agent in the event such Lender or the Agent is
required to repay such refund to such taxing authority.

      (h) Any Lender claiming any indemnity payment or additional amounts
payable pursuant to this Section 2.15 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate or document
reasonably requested in writing by the Borrower or to change the jurisdiction of
its Applicable Lending Office if the making of such a filing or change would
avoid the need for or reduce the amount of any such indemnity payment or
additional amounts that may thereafter accrue and would not, in the sole
reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

      SECTION 2.16. Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
setoff, or otherwise) on account of the Revolving Credit Advances owing to it
(other than pursuant to Section 2.12, 2.15 or 8.04(c)) in excess of its ratable
share of payments on account of the Revolving Credit Advances obtained by all
the Lenders, such Lender shall forthwith purchase from the other Lenders such
participation in the Revolving Credit Advances owing to them as shall be
necessary to cause such purchasing Lender to share the excess payment ratably
with each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender,


                                       31
<PAGE>   36
such purchase from each Lender shall be rescinded and such Lender shall repay to
the purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.16 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of setoff) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

      SECTION 2.17. Use of Proceeds. The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) solely for
general corporate purposes of the Borrower and its Subsidiaries including,
without limitation, the financing of acquisitions not otherwise prohibited by
this Agreement.


                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

      SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and
2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as
of the first date occurring not later than March 20, 1998 (the "Effective Date")
on which the following conditions precedent have been satisfied:

            (a) There shall have occurred no Material Adverse Change since
      December 31, 1996.

            (b) There shall exist no action, suit, investigation, litigation or
      proceeding affecting the Borrower or any of its Material Subsidiaries
      pending or threatened before any court, governmental agency or arbitrator
      that (i) is reasonably likely to have a Material Adverse Effect other than
      the matters described on Schedule 3.01(b) hereto (the "Disclosed
      Litigation") or (ii) purports to affect the legality, validity or
      enforceability of any Loan Document or the consummation of the
      transactions contemplated thereby, and there shall have been no material
      adverse change in the status, or financial effect on the Borrower and its
      Material Subsidiaries taken as a whole, of the Disclosed Litigation from
      that described on Schedule 3.01(b) hereto.

            (c) All governmental, regulatory and third party consents and
      approvals necessary in connection with the transactions contemplated
      hereby (including, without limitation, all consents and approvals required
      under PUHCA) shall have been obtained (without the imposition of any
      conditions that are not acceptable in the reasonable judgment of the
      Lenders) and shall remain in effect, and no law or regulation shall be
      applicable in the reasonable judgment of the Lenders that restrains,
      prevents or imposes materially adverse conditions upon the transactions
      contemplated hereby.

            (d) The Borrower shall have notified the Agent in writing as to the
      proposed Effective Date.

            (e) The Borrower shall have paid all fees and expenses of the Agent
      and fees of the Lenders (including the fees and expenses of counsel to the
      Agent) and fees of the Co-Documentation Agents then due; provided that the
      Borrower shall not be required to pay any expenses (including fees and
      expenses of counsel to the Agent) on the Effective Date unless the
      Borrower shall have received an invoice therefor at least three Business
      Days prior to the Effective Date.

            (f) On the Effective Date, the following statements shall be true
      and the Agent shall have


                                       32
<PAGE>   37
      received for the account of each Lender a certificate signed by a duly
      authorized officer of the Borrower, dated the Effective Date, stating
      that:

                  (i) the representations and warranties contained in Section
            4.01 are correct on and as of the Effective Date,

                  (ii) no event has occurred and is continuing that constitutes
            a Default, and

                  (iii) the Information Memorandum and all other information,
            exhibits and reports furnished by the Borrower to the Agent and the
            Lenders in connection with the negotiation of the Loan Documents,
            taken as a whole, do not contain any untrue statement of a material
            fact or omit to state a material fact necessary to make the
            statements made therein, in light of the circumstances under which
            they were made, not misleading.

            (g) The Borrower shall have received, and shall continue to maintain
      as of the Effective Date, a long term unsecured debt rating equal to or
      higher than BBB+ from S&P and equal to or higher than Baa1 from Moody's.

            (h) The Agent shall have received on or before the Effective Date
      the following, each dated such day, in form and substance satisfactory to
      the Agent and (except for the Revolving Credit Notes and the Swing Line
      Notes) in sufficient copies for each Lender:

                  (i) The Revolving Credit Notes to the order of the Lenders and
            the Swing Line Notes to the order of the Swing Line Banks,
            respectively.

                  (ii) Certified copies of the resolutions of the Board of
            Directors of the Borrower approving the Facilities, and of all
            documents evidencing other necessary corporate action, governmental
            and regulatory approvals and third party consents (including,
            without limitation, all approvals and consents required under PUHCA)
            with respect to this Agreement and the Notes.

                  (iii) A certificate of the Secretary or an Assistant Secretary
            of the Borrower certifying the names and true signatures of the
            officers of the Borrower authorized to sign this Agreement and the
            Notes and the other documents to be delivered hereunder.

                  (iv) A favorable opinion of LeBoeuf, Lamb, Greene & MacRae,
            L.L.P., counsel for the Borrower, substantially in the form of
            Exhibit E hereto.

                  (v) A favorable opinion of Shearman & Sterling, counsel for
            the Agent, in form and substance satisfactory to the Agent.

                  (vi) Such other approvals, opinions or documents as any Lender
            through the Agent may reasonably request.

                  (vii) The Agent shall have received on or before the Effective
            Date a letter from the Borrower, dated on or before such day,
            terminating in whole the commitments of the banks party to the
            Existing Agreement, and each of the Lenders that is party to the
            Existing Agreement waives, upon execution of this Agreement, the
            three Business Days' notice required by Section 2.05(a) of the
            Existing Agreement relating to the termination of commitments under
            the Existing Agreement.


                                       33
<PAGE>   38
                  (viii) The Borrower shall have satisfied and discharged all of
            its obligations under the Existing Agreement including, without
            limitation, the payment of all fees under the Existing Agreement.

      SECTION 3.02. Conditions Precedent to Each Borrowing. The obligation of
each Lender to make an Advance (other than a Competitive Bid Advance) on the
occasion of each Borrowing or of each Issuing Lender to issue a Letter of Credit
shall be subject to the conditions precedent that the Effective Date shall have
occurred and on the date of such Borrowing or such issuance the following
statements shall be true (and each of the giving of the applicable Notice of
Borrowing or Notice of Issuance and the acceptance by the Borrower of the
proceeds of such Borrowing or of such Letter of Credit shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
or issuance such statements are true):

                  (i) the representations and warranties contained in Section
            4.01 are correct on and as of the date of such Borrowing, before and
            after giving effect to such Borrowing and to the application of the
            proceeds therefrom, as though made on and as of such date, and

                  (ii) no event has occurred and is continuing, or would result
            from such Borrowing or from the application of the proceeds
            therefrom, that constitutes a Default.

      SECTION 3.03. Conditions Precedent to Each Competitive Bid Borrowing. The
obligation of each Lender that is to make a Competitive Bid Advance on the
occasion of a Competitive Bid Borrowing to make such Competitive Bid Advance as
part of such Competitive Bid Borrowing is subject to the conditions precedent
that (i) the Agent shall have received the written confirmatory Notice of
Competitive Bid Borrowing with respect thereto, (ii) on or before the date of
such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the
Agent shall have received a Competitive Bid Note payable to the order of such
Lender on such terms as were agreed to for such Competitive Bid Advance in
accordance with Section 2.03 and substantially in the form of Exhibit A-2
hereto, and (iii) on the date of such Competitive Bid Borrowing the following
statements shall be true (and each of the giving of the applicable Notice of
Competitive Bid Borrowing and the acceptance by the Borrower of the proceeds of
such Competitive Bid Borrowing shall constitute a representation and warranty by
the Borrower that on the date of such Competitive Bid Borrowing such statements
are true):

            (a) the representations and warranties contained in Section 4.01 are
      correct on and as of the date of such Competitive Bid Borrowing, before
      and after giving effect to such Competitive Bid Borrowing and to the
      application of the proceeds therefrom, as though made on and as of such
      date,

            (b) no event has occurred and is continuing, or would result from
      such Competitive Bid Borrowing or from the application of the proceeds
      therefrom, that constitutes a Default, and

            (c) no event has occurred and no circumstance exists as a result of
      which the information concerning the Borrower that has been provided to
      the Agent and each Lender by the Borrower in connection herewith would
      include an untrue statement of a material fact or omit to state any
      material fact or any fact necessary to make the statements contained
      therein, in the light of the circumstances under which they were made, not
      misleading.

      SECTION 3.04. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date, which notice shall be conclusive and


                                       34
<PAGE>   39
binding.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      SECTION 4.01. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:

            (a) The Borrower and the Material Subsidiaries are each entities
      duly organized, validly existing and in good standing under the laws of
      the jurisdiction of their organization.

            (b) The execution, delivery and performance by the Borrower of each
      of the Loan Documents to which the Borrower is a party, and the
      consummation of the transactions contemplated thereby, are within the
      Borrower's corporate powers, have been duly authorized by all necessary
      corporate action, and do not (A) contravene (i) the Borrower's charter or
      by-laws or (ii) any law, rule or regulation (including, without
      limitation, Regulation X of the Board of Governors of the Federal Reserve
      System), or any contractual restriction binding on or, to the Borrower's
      knowledge, affecting the Borrower (except that certain orders are required
      under PUHCA for the performance of this Agreement and the execution,
      performance and delivery of any Note hereunder, which orders have been
      obtained) or (B) result in the imposition of any Lien.

            (c) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or any
      other third party is required for the due execution, delivery and
      performance by the Borrower of any Loan Document to which the Borrower is
      a party, except for those authorizations, approvals, actions, notices and
      filings (including any such authorizations, approvals, actions, notices
      and filings required under PUHCA for the performance of this Agreement and
      the execution, performance and delivery of any Note hereunder) listed on
      Schedule 4.01(c) hereto, all of which, as of the Effective Date, have been
      duly obtained, taken, given or made and are in full force and effect.

            (d) This Agreement has been, and each of the other Loan Documents to
      which the Borrower is a party when delivered hereunder will have been,
      duly executed and delivered by the Borrower. This Agreement is, and each
      of the other Loan Documents to which the Borrower is a party when
      delivered hereunder will be, the legal, valid and binding obligation of
      the Borrower enforceable against the Borrower in accordance with their
      respective terms.

            (e) The Consolidated balance sheet of the Borrower and its
      Subsidiaries as of December 31, 1996, and the related Consolidated
      statements of income and cash flows of the Borrower and its Subsidiaries
      for the fiscal year then ended, accompanied by an opinion of Arthur
      Andersen, LLP, independent public accountants, and the Consolidated
      balance sheet of the Borrower and its Subsidiaries as of September 30,
      1997, and the related Consolidated statements of income and cash flows of
      the Borrower and its Subsidiaries for the nine months then ended, duly
      certified by the chief accounting officer of the Borrower, copies of which
      have been furnished to each Lender, fairly present, subject, in the case
      of said balance sheet as of September 30, 1997, and said statements of
      income and cash flows for the nine months ended, to year-end audit
      adjustments, the Consolidated financial condition of the Borrower and its
      Subsidiaries as at such date and the Consolidated results of the
      operations of the Borrower and its Subsidiaries for the period ended on
      such date, all in accordance with generally accepted accounting principles
      consistently applied. Since December 31, 1996, there has been no Material
      Adverse Change.


                                       35
<PAGE>   40
            (f) The Borrower is a "holding company" and each of the Borrower's
      Subsidiaries is a "subsidiary company" of the Borrower within the meaning
      of PUHCA, provided, however, that this representation shall be applicable
      only so long as PUHCA shall not be abolished or repealed.

            (g) There is no pending or threatened action, suit, investigation,
      litigation or proceeding, including, without limitation, any Environmental
      Action, against or, to the Borrower's knowledge, affecting the Borrower or
      any of its Material Subsidiaries before any court, governmental agency or
      arbitrator that (i) is reasonably likely to have a Material Adverse Effect
      (other than the Disclosed Litigation) or (ii) purports to affect in a
      material way the legality, validity or enforceability of any Loan Document
      or the consummation of the transactions contemplated thereby, and there
      has been no material adverse change in the status, or financial effect on
      the Borrower and its Material Subsidiaries taken as a whole, of the
      Disclosed Litigation from that described on Schedule 3.01(b) hereto.

            (h) Neither the Borrower nor any of its Subsidiaries is engaged in
      the business of extending credit for the purpose of purchasing 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
      will be used to purchase or carry any margin stock or to extend credit to
      others for the purpose of purchasing or carrying any margin stock,
      provided that the Borrower may repurchase its own stock so long as any
      such repurchase or repurchases are made in the ordinary course of
      business.

            (i) The Borrower and each of its Material Subsidiaries is currently
      in compliance, in all material respects, with all applicable laws, rules,
      regulations and orders, including, without limitation, compliance with
      PUHCA and ERISA and Environmental Laws as provided in Section 5.01(a),
      except in each case to the extent that failure to do so is not reasonably
      likely to have a Material Adverse Effect.

            (j) No ERISA Event has occurred or is reasonably expected to occur
      with respect to any ERISA Plan that is reasonably likely to result in a
      Material Adverse Effect.

            (k) Neither the Borrower nor any ERISA Affiliate has incurred or is
      reasonably expected to incur any Withdrawal Liability to any Multiemployer
      Plan that is reasonably likely to result in a Material Adverse Effect.

            (l) Neither the Borrower nor any ERISA Affiliate has been notified
      by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
      reorganization or has been terminated, within the meaning of Title IV of
      ERISA, and no such Multiemployer Plan is reasonably expected to be in
      reorganization or to be terminated, within the meaning of Title IV of
      ERISA, where such notification, reorganization or termination is
      reasonably likely to result in a Material Adverse Effect.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

      SECTION 5.01. Affirmative Covenants. So long as any Advance shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender shall have any
Revolving Credit Commitment hereunder, the Borrower will:

            (a) Compliance with Laws, Etc. Comply, and cause each of its
      Material Subsidiaries to comply, in all material respects, with all
      material contracts to which it is a party and all applicable laws, rules,
      regulations and orders, such compliance to include, without limitation,
      compliance with ERISA and Environmental Laws, except in each case to the
      extent that failure to do so is not reasonably likely to


                                       36
<PAGE>   41
      result in a Material Adverse Effect; provided, however, that neither the
      Borrower nor any of its Material Subsidiaries shall be required to comply
      with any applicable laws, rules, regulations or orders to the extent that
      the validity thereof or the application thereof to the Borrower or its
      Subsidiary, as applicable, is being contested in good faith and by proper
      proceedings and as to which appropriate reserves are being maintained to
      the extent required by generally accepted accounting principles.

            (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
      Material Subsidiaries to pay and discharge, before the same shall become
      delinquent, (i) all taxes, assessments and governmental charges or levies
      imposed upon it or upon its property and (ii) all lawful claims that, if
      unpaid, might by law become a Lien upon its property, except in each case
      to the extent that failure to do so is not reasonably likely to result in
      a Material Adverse Effect; provided, however, that neither the Borrower
      nor any of its Material Subsidiaries shall be required to pay or discharge
      any such tax, assessment, charge, levy or claim that is being contested in
      good faith and by proper proceedings and as to which appropriate reserves
      are being maintained to the extent required by generally accepted
      accounting principles, unless and until any Lien resulting therefrom
      attaches to its property and becomes enforceable against its other
      creditors.

            (c) Maintenance of Insurance. Maintain, and cause each of its
      Material Subsidiaries to maintain, insurance with responsible and
      reputable insurance companies or associations in such amounts and covering
      such risks as is usually carried by companies engaged in similar
      businesses and owning similar properties in the same general areas in
      which the Borrower or such Subsidiary operates.

            (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
      and cause each of its Material Subsidiaries to preserve and maintain, its
      corporate existence, material rights (charter and statutory) and material
      franchises; provided, however, that (i) the Borrower may consummate any
      merger or consolidation permitted under Section 5.02(b) and (ii) subject
      only to Section 5.02(c), any Subsidiary may merge, consolidate or
      liquidate, or be sold or otherwise disposed of or sell or otherwise
      dispose of its assets and provided further that neither the Borrower nor
      any of its Material Subsidiaries shall be required to preserve any right
      or franchise if (x) the Board of Directors of the Borrower or such
      Subsidiary shall determine that the preservation thereof is no longer
      desirable in the conduct of the business of the Borrower or such
      Subsidiary, as the case may be, and that the loss thereof is not
      disadvantageous in any material respect to the Borrower and its
      Subsidiaries taken as a whole or the Lenders or (y) such right or
      franchise shall be taken or transferred pursuant to the exercise by any
      Person of the power of eminent domain or action in lieu of or in
      settlement of such exercise.

            (e) Visitation Rights. At any reasonable time and from time to time,
      subject to reasonable prior notice to the Borrower, permit the Agent or
      any of the Lenders 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 Material
      Subsidiaries, and to discuss the affairs, finances and accounts of the
      Borrower and any of its Material Subsidiaries with any of their officers
      or directors and with their independent certified public accountants,
      provided that the Borrower shall be afforded an opportunity to be present
      during any such discussion with its independent certified public
      accountants.

            (f) Keeping of Books. Keep, and cause each of its Material
      Subsidiaries to keep, proper books of record and account in which full and
      correct entries shall be made of all financial transactions and the assets
      and business of the Borrower and each such Subsidiary in accordance with
      generally accepted accounting principles in effect from time to time.

            (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
      each of its Material Subsidiaries to maintain and preserve, all of its
      properties (including, without limitation, all patents, trademarks and
      other intellectual property) that are material to the conduct of its
      business in good


                                       37
<PAGE>   42
      working order and condition, ordinary wear and tear excepted.

            (h) Transactions with Affiliates. Conduct, and cause each of its
      Material Subsidiaries to conduct, all material transactions otherwise
      permitted under this Agreement with any of their Affiliates (other than
      transactions between the Borrower and any of its Wholly Owned Subsidiaries
      or between any such Wholly Owned Subsidiaries, provided that any Debt
      (other than Capitalized Leases) of any such Wholly Owned Subsidiary owing
      to any third party other than the Borrower or another of its Wholly Owned
      Subsidiaries does not exceed 5% of each Subsidiary's Capitalization) on
      terms that are fair and reasonable and no less favorable to the Borrower
      or such Subsidiary than it would obtain in a comparable arm's-length
      transaction with a Person not an Affiliate; provided, however, that,
      notwithstanding the foregoing, (i) the Borrower shall be permitted to
      continue its present intercompany loan program pursuant to which the
      Borrower makes loans to Subsidiaries at rates of interest based upon the
      Borrower's cost of capital and (ii) transactions between the Borrower and
      Subsidiaries, or between Subsidiaries, conducted at cost, shall be
      permitted.

            (i) Reporting Requirements. Furnish to the Lenders:

                  (i) as soon as available and in any event within 50 days after
            the end of each of the first three quarters of each fiscal year of
            the Borrower, Consolidated balance sheets of the Borrower and its
            Subsidiaries as of the end of such quarter and Consolidated
            statements of income 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, duly certified
            (subject to year-end audit adjustments) by the chief accounting
            officer of the Borrower as having been prepared in accordance with
            generally accepted accounting principles and certificates of the
            chief financial officer of the Borrower as to compliance with the
            terms of this Agreement and setting forth in reasonable detail the
            calculations necessary to demonstrate compliance with Section 5.03,
            provided that, in the event of any change in GAAP used in the
            preparation of such financial statements, the Borrower shall also
            provide, if necessary for the determination of compliance with
            Section 5.03, a statement of reconciliation conforming such
            financial statements to GAAP;

                  (ii) as soon as available and in any event within 120 days
            after the end of each fiscal year of the Borrower, (A) a copy of the
            annual audit report for such year for the Borrower and its
            Subsidiaries, containing Consolidated balance sheets of the Borrower
            and its Subsidiaries as of the end of such fiscal year and
            Consolidated statements of income and cash flows of the Borrower and
            its Subsidiaries for such fiscal year, in each case accompanied by
            an opinion (without material qualification) by Arthur Andersen, LLP
            or other independent public accountants acceptable to the Required
            Lenders, provided that in the event of any change in GAAP used in
            the preparation of such financial statements, the Borrower shall
            also provide, if necessary for the determination of compliance with
            Section 5.03, a statement of reconciliation conforming such
            financial statements to GAAP and (B) consolidating balance sheets of
            the Borrower and its Subsidiaries as of the end of such fiscal year
            and consolidating statements of income and cash flows of the
            Borrower and its Subsidiaries for such fiscal year;

                  (iii) as soon as possible and in any event within three
            Business Days after any executive officer of the Borrower obtains
            knowledge of the occurrence of any Default or any event, development
            or occurrence reasonably likely to have a Material Adverse Effect
            continuing on the date of such statement, a statement of the chief
            financial officer of the Borrower setting forth details of such
            Default or event, development or occurrence reasonably likely to
            have a Material Adverse Effect and the action that the Borrower has
            taken and proposes to take with respect thereto;


                                       38
<PAGE>   43
                  (iv) promptly after the sending or filing thereof, copies of
            all reports that the Borrower sends to its security holders
            generally, and copies of all reports and effective registration
            statements that the Borrower or any Subsidiary files with the
            Securities and Exchange Commission or any national securities
            exchange, other than registration statements filed on Form S-8, any
            Form 11-K or any reports or filings made pursuant to PUHCA;

                  (v) promptly after the commencement thereof (or, if later, the
            date that the Borrower determines that the applicable action or
            proceeding is of the type described in Section 4.01(g)), notice of
            all actions and proceedings before any court, governmental agency or
            arbitrator against, or to the Borrower's knowledge affecting the
            Borrower or any of its Material Subsidiaries of the type described
            in Section 4.01(g);

                  (vi) promptly and in any event within 15 days after the
            Borrower or within 30 days after any ERISA Affiliate knows or has
            reason to know that any ERISA Event has occurred which event has
            resulted or could reasonably be expected to result in liability
            exceeding $10,000,000, a statement of the chief financial officer of
            the Borrower describing such ERISA Event and the action, if any,
            that the Borrower or such ERISA Affiliate has taken and proposes to
            take with respect thereto;

                  (vii) promptly and in any event within three Business Days
            after receipt thereof by the Borrower or any ERISA Affiliate, copies
            of each notice from the PBGC stating its intention to terminate any
            ERISA Plan or to have a trustee appointed to administer any ERISA
            Plan;

                  (viii) promptly and in any event within 20 days after the
            receipt thereof by the Borrower or within 30 days after the receipt
            thereof by any ERISA Affiliate, a copy of the annual actuarial
            report for each ERISA Plan the unfunded current liability of which
            exceeds $10,000,000;

                  (ix) promptly and in any event within five Business Days after
            receipt thereof by the Borrower or within 10 Business Days after
            receipt thereof by any ERISA Affiliate from the sponsor of a
            Multiemployer Plan, copies of each notice concerning (A) the
            imposition of Withdrawal Liability by any such Multiemployer Plan on
            the Borrower or an ERISA Affiliate in excess of $15,000,000 or the
            incurrence of any current payment obligations on the Borrower or
            such ERISA Affiliate in excess of $5,000,000, (B) the reorganization
            or termination, within the meaning of Title IV of ERISA, of any such
            Multiemployer Plan that is reasonably likely to result in the
            imposition of liability on the Borrower or an ERISA Affiliate in
            excess of $15,000,000 or the incurrence of any current payment
            obligations on the Borrower or such ERISA Affiliate in excess of
            $5,000,000 or (C) the amount of liability incurred, or that may be
            incurred, by the Borrower or any ERISA Affiliate in connection with
            any event described in clause (A) or (B);

                  (x) promptly after the assertion or occurrence thereof, notice
            of any Environmental Action against or of any noncompliance by the
            Borrower or any of its Material Subsidiaries with any Environmental
            Law or Environmental Permit that would reasonably be expected to
            have a Material Adverse Effect;

                  (xi) promptly and in any event within two Business Days after
            receipt by the Borrower of notice of any change in the Borrower's
            unsecured long-term debt ratings by Moody's or S&P; and


                                       39
<PAGE>   44
                  (xii) such other information respecting the Borrower or any of
            its Subsidiaries as any Lender through the Agent may from time to
            time reasonably request.


      SECTION 5.02. Negative Covenants. So long as any Advance shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender shall have any
Revolving Credit Commitment hereunder, the Borrower will not:

            (a) Liens. Create or suffer to exist, or permit any of its Material
      Subsidiaries to create or suffer to exist, any Lien on or with respect to
      any of its properties, whether now owned or hereafter acquired, or assign,
      or permit any of its Material Subsidiaries to assign, any right to receive
      income, other than:

                  (i) Permitted Liens,

                  (ii) Liens to secure obligations of the Borrower's
            Subsidiaries owing to the Borrower or to other direct Wholly Owned
            Subsidiaries of the Borrower that have no debt outstanding other
            than to the Borrower,

                  (iii) Liens existing on the date hereof (and not otherwise
            included in any other subsection of this Section 5.02(a)) and listed
            on Schedule 5.02(a) hereto,

                  (iv) Liens on any property acquired by the Borrower or any of
            its Material Subsidiaries after the date hereof that are existing at
            the time such property is so acquired and not created in
            contemplation of the acquisition of such property,

                  (v) Liens on any property of any Person that becomes a
            Subsidiary of the Borrower after the date hereof that are existing
            at the time such Person becomes a Subsidiary, other than any such
            Lien created in contemplation of such Person becoming a Subsidiary,

                  (vi) Liens securing Debt of the Borrower or any of its
            Material Subsidiaries of the type described in Sections 3.03 and
            3.04 of the Indenture; provided that, for purposes of this clause
            (vi), (A) references to "Secured Debt", "Funded Debt" or "Debt" in
            Sections 3.03 and 3.04 of the Indenture shall be deemed to refer to
            "Debt" as defined herein, (B) references to the "Company" in Section
            3.03 of the Indenture shall be deemed to refer to the "Borrower" or
            any "Material Subsidiary" as defined herein, and (C) references to
            "Significant Subsidiary" in Section 3.04 of the Indenture shall be
            deemed to refer to any "Material Subsidiary" as defined herein,

                  (vii) assignments of receivables for collection in the
            ordinary course;

                  (viii) sale of receivables in asset securitization
            transactions;

                  (ix) other Liens securing Debt and other obligations in an
            aggregate principal amount not to exceed $25,000,000 outstanding,

                  (x) other Liens and assignments, not securing Debt for
            borrowed money, which, individually or in aggregate, are not
            reasonably likely to have a Material Adverse Effect, provided that
            the total aggregate principal amount of Debt or other obligations
            secured by Liens and assignments under this clause (x) shall not
            exceed $50,000,000 outstanding, and

                  (xi) except as otherwise restricted or prohibited in the
            Indenture, the replacement,


                                       40
<PAGE>   45
            extension or renewal of any Lien permitted above upon or in the same
            property theretofore subject thereto or the replacement, extension
            or renewal (without increase in the amount or change in any direct
            or contingent obligor) of the Debt secured thereby.

            (b) Mergers. Merge or consolidate with or into, or sell, lease,
      transfer or otherwise dispose of its property or assets as, or
      substantially as, an entirety in a single transaction or a series of
      transactions to, any Person, except that the Borrower may merge with any
      other Person so long as the Borrower is the surviving corporation (or the
      surviving corporation shall be approved by Lenders holding 80% of the
      Revolving Credit Commitments), provided, in each case, that (i) no Default
      shall have occurred and be continuing at the time of such proposed
      transaction or would result therefrom and (ii) the Borrower shall be able
      to satisfy all of the conditions set forth in Section 3.02 at the time of
      such proposed transaction and immediately thereafter.

            (c) Sale of Assets. Sell, convey, transfer or otherwise dispose of
      (whether in one transaction or in a series of transactions), without the
      written consent of the Required Lenders, (i) more than 25% of its equity
      investments (measured as of the date of such sale, conveyance, transfer or
      other disposition) in or (ii) more than 25% of the fair market value
      (measured as of the date of such sale, conveyance, transfer or other
      disposition) of the assets (excluding accounts receivable and current
      inventory held for sale) of either one of the following groups:

                  Group I: Columbia Gas Transmission Corporation; Columbia Gulf
                  Transmission Company

                  Group II: Columbia Gas of Kentucky, Inc.; Columbia Gas of
                  Maryland, Inc.; Columbia Gas of Ohio, Inc.; Columbia Gas of
                  Pennsylvania, Inc.; Columbia Gas of Virginia, Inc.;

      provided, however, that in no event may the aggregate of all sales,
      conveyances, transfers and other dispositions by the Borrower from the
      Effective Date through the Termination Date result in the sale,
      conveyance, transfer or other disposition, without the written consent of
      the Required Lenders, of (i) more than 25% of its equity investments
      (measured as of the date hereof) in or (ii) more than 25% of the fair
      market value (measured as of the date hereof) of the assets (excluding
      accounts receivable and current inventory held for sale) of either one of
      the above groups; and provided further, that any sales, conveyances,
      transfers and other dispositions shall not be counted for purposes of this
      covenant to the extent that proceeds therefrom are reinvested in any of
      the entities listed in Group I or Group II and only to the extent that any
      debt incurred by such entity in connection with such reinvestment would
      have been permitted if the assets comprising such reinvestment were assets
      held as of the date of this Agreement; and provided still further that, in
      any calendar year, sales, conveyances, transfers or other dispositions of
      property in the ordinary course of business with a value of up to
      $10,000,000 collectively for Groups I and II shall not be counted for
      purposes of this covenant.

            (d) Limitation on Subsidiary Debt. Permit its Significant
      Subsidiaries (as defined in the Indenture) to incur any Funded Debt (as
      defined in the Indenture) other than as permitted in the Indenture.

            (e) Limitation on Material Subsidiary Funding. Enter into any
      agreement or understanding, and shall not permit any Material Subsidiary
      to (except with the Borrower) enter into any agreement or understanding,
      which by its terms limits, in any material respect, a Material
      Subsidiary's ability to make funds available to the Borrower (whether by
      way of dividend or other distribution or by way of repayment of
      intercompany indebtedness); provided, however, that the foregoing shall
      not prohibit (i) agreements and understandings to which a Subsidiary is a
      party on the date such Subsidiary first becomes


                                       41
<PAGE>   46
      a Subsidiary, (ii) customary provisions in leases and other contracts that
      prohibit the assignment thereof and (iii) agreements or understandings in
      connection with Liens permitted hereunder that apply only to the property
      subject to such Liens.

      SECTION 5.03. Leverage Ratio. So long as any Advance shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender shall have any Revolving
Credit Commitment hereunder, the Borrower will maintain a ratio of Total Debt to
the sum of Total Debt plus Tangible Net Worth of not greater than the amount set
forth below for each relevant period set forth below:

<TABLE>
<CAPTION>
             Relevant Period                               Ratio
             ---------------                               -----
<S>                                                      <C>
             Effective Date - 12/30/98                   0.675:1.00
             12/31/98 - 12/30/00                         0.650:1.00
             12/31/00 - Termination Date                 0.625:1.00
</TABLE>


                                   ARTICLE VI

                                EVENTS OF DEFAULT

      SECTION 6.01. Events of Default. If any of the following events ("Events
of Default") shall occur and be continuing:

            (a) the Borrower shall fail to pay any principal of any Advance when
      the same becomes due and payable, or the Borrower shall fail to pay any
      interest on any Advance or make any other payment of fees or other amounts
      payable under this Agreement, any Loan Document or any 364-Day Loan
      Document within five Business Days after the same becomes due and payable;
      or

            (b) any representation or warranty made by the Borrower herein or by
      the Borrower (or any of its officers) in connection with or pursuant to
      this Agreement shall prove to have been incorrect in any material respect
      when made; or

            (c) (i) the Borrower shall fail to perform or observe any term,
      covenant or agreement contained in Section 5.01(d) (as it applies to the
      Borrower's existence) or (h), 5.01(i)(vi) through (ix), 5.02 or 5.03, or
      (ii) the Borrower shall fail to perform or observe any term, covenant or
      agreement contained in Section 5.01(e) or (i) (other than 5.01(i)(vi)
      through (ix)) and such failure shall remain unremedied for 10 days after
      written notice thereof shall have been given to the Borrower by the Agent
      or any Lender and (iii) the Borrower shall fail to perform or observe any
      other term, covenant or agreement contained in this Agreement on its part
      to be performed or observed and such failure shall remain unremedied for
      30 days after written notice thereof shall have been given to the Borrower
      by the Agent or any Lender; or

            (d) (i) the Borrower or any of its Material Subsidiaries (other than
      any Project Finance Subsidiaries) shall fail to pay any principal of or
      premium or interest on any Debt that is outstanding in a principal amount
      of at least $30,000,000 in the aggregate (but excluding Debt outstanding
      hereunder) of the Borrower or such Subsidiary (as the case may be), 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 Debt; or (ii) any other event
      shall occur or condition shall exist under any agreement or instrument
      relating to any such Debt 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 the maturity of such


                                       42
<PAGE>   47
      Debt; or (iii) any such Debt shall be declared to be due and payable, or
      required to be prepaid or redeemed (other than by a regularly scheduled
      required prepayment or redemption), purchased or defeased, or an offer to
      prepay, redeem, purchase or defease such Debt shall be required to be
      made, in each case prior to the stated maturity thereof; provided,
      however, that the foregoing clauses (ii) and (iii) shall not apply to any
      Debt that becomes due or is required to be repaid as a result of the sale
      or other disposition of, or any casualty or condemnation with respect to,
      any property securing such Debt, the voluntary termination of any
      Capitalized Lease, or other circumstances that are not in the nature of a
      default by or altered circumstances of the obligor in respect of such
      Debt; or

            (e) the Borrower or any of its Material Subsidiaries shall generally
      not pay its debts as such debts become due, or shall admit in writing its
      inability to pay its debts generally, or shall make a general assignment
      for the benefit of creditors; or any proceeding shall be instituted by or
      against the Borrower or any of its Material Subsidiaries seeking to
      adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
      reorganization, arrangement, adjustment, protection, relief, or
      composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an order for relief or the appointment of a receiver, trustee, custodian
      or other similar official for it or for any substantial part of its
      property under any such law and, in the case of any such proceeding
      instituted against it (but not instituted by it), either such proceeding
      shall remain undismissed or unstayed for a period of 60 days, or any of
      the actions sought in such proceeding (including, without limitation, the
      entry of an order for relief against, or the appointment of a receiver,
      trustee, custodian or other similar official for, it or for any
      substantial part of its property) shall occur; or the Borrower or any of
      its Material Subsidiaries shall take any corporate action to authorize any
      of the actions set forth above in this subsection (e); or

            (f) any final judgment or non-appealable order for the payment of
      money in excess of $30,000,000 shall be rendered against the Borrower or
      any of its Material Subsidiaries and either (i) enforcement proceedings
      shall have been commenced by any creditor upon such judgment or order or
      (ii) there shall be any period of 30 consecutive days 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

            (g) any non-monetary judgment or order shall be rendered against the
      Borrower or any of its Subsidiaries that could be reasonably expected to
      have a Material Adverse Effect, and there shall be any period of ten
      consecutive days 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

            (h) (i) any Person or two or more Persons acting in concert
      (excluding any thrift plan or any other employee benefit plan of the
      Borrower) shall have acquired beneficial ownership (within the meaning of
      Rule 13d-3 of the Securities and Exchange Commission under the Securities
      Exchange Act of 1934), directly or indirectly, of Voting Stock of the
      Borrower (or other securities convertible into such Voting Stock)
      representing 20% or more of the combined voting power of all Voting Stock
      of the Borrower (determined on a fully diluted basis); or (ii) during any
      period of up to 24 consecutive months, commencing after the date of this
      Agreement, individuals who at the beginning of such 24-month period were
      directors of the Borrower shall cease for any reason to constitute a
      majority of the board of directors of the Borrower (it being understood
      that, for purposes of this clause, individuals elected to become new
      directors of the Borrower during a 24-month period shall be deemed to have
      been directors of the Borrower at the beginning of such period if the
      election or nomination of such individuals as directors was approved by a
      majority of those individuals who at the beginning of such 24-month period
      were directors of the Borrower and any new directors so approved); or
      (iii) any Person or two or more Persons acting in concert shall have
      acquired by contract or otherwise (excluding employment contracts with
      officers of the Borrower), or shall have entered into a contract or
      arrangement (excluding employment contracts with officers of the Borrower)
      that, upon consummation, will result in its or their


                                       43
<PAGE>   48
      acquisition of the power to exercise, directly or indirectly, a
      controlling influence over the management or policies of the Borrower; or

            (i) the Borrower or any of its ERISA Affiliates shall incur, or, in
      the reasonable opinion of the Required Lenders, shall be reasonably likely
      to incur liability in excess of $30,000,000 in the aggregate as a result
      of one or more of the following: (i) the occurrence of any ERISA Event;
      (ii) the partial or complete withdrawal of the Borrower or any of its
      ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or
      termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances (other than Letter of Credit
Advances) or to issue Letters of Credit to be terminated, whereupon the same
shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the Notes,
all interest thereon and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Notes, all such interest and all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower; provided, however, that in the event of an actual or
deemed entry of an order for relief with respect to the Borrower under the
Federal Bankruptcy Code (A) the obligation of each Lender to make Advances
(other than Letter of Credit Advance) and issue Letters of Credit shall
automatically be terminated and (B) the Notes, all such interest and all such
amounts shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrower.

      SECTION 6.02. Actions in Respect of Letters of Credit upon Default. If any
Event of Default shall have occurred and be continuing, the Agent may,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, pay to the Agent on behalf of the Lenders in same day
funds at the Agent's office designated in such demand, for deposit in the L/C
Cash Collateral Account, an amount equal to the aggregate Available Amount of
all Letters of Credit then outstanding. If at any time the Agent determines that
any funds held in the L/C Cash Collateral Account are subject to any right or
claim of any Person other than the Agent and the Lenders or that the total
amount of such funds is less than the aggregate Available Amount of all Letters
of Credit, the Borrower will, forthwith upon demand by the Agent, pay to the
Agent, as additional funds to be deposited and held in the L/C Cash Collateral
Account, an amount equal to the excess of (a) such aggregate Available Amount
over (b) the total amount of funds, if any, then held in the L/C Cash Collateral
Account that the Agent determines to be free and clear of any such right and
claim.


                                   ARTICLE VII

                                    THE AGENT

      SECTION 7.01. Authorization and Action. Each Lender hereby appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender prompt notice of each notice given to it by the Borrower pursuant to
the terms of this


                                       44
<PAGE>   49
Agreement.

      SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent: (i) may treat the
payee of any Note as the holder thereof until the Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section
8.07; (ii) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (iv) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Borrower or
to inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall incur
no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

      SECTION 7.03. Citibank and Affiliates. With respect to its Revolving
Credit Commitment the Advances made by it and the Note issued to it, Citibank
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not the Agent; and the term "Lender"
or "Lenders" shall, unless otherwise expressly indicated, include Citibank in
its individual capacity. Citibank and its Affiliates may accept deposits from,
lend money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders.

      SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender and
based on the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent 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.

      SECTION 7.05. Indemnification. The Lenders (other than the Designated
Bidders) agree to indemnify the Agent (to the extent not reimbursed by the
Borrower), ratably according to the respective principal amounts of the
Revolving Credit Notes then held by each of them (or if no Revolving Credit
Notes are at the time outstanding or if any Revolving Credit Notes are held by
Persons that are not Lenders, ratably according to the respective amounts of
their Revolving Credit Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of this Agreement or any action taken or omitted by the Agent under this
Agreement, provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender (other than
the Designated Bidders) agrees to reimburse the Agent promptly upon demand for
its ratable share of any out-of-pocket expenses (including counsel fees)
incurred by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights


                                       45
<PAGE>   50
or responsibilities under, this Agreement, to the extent that the Agent is not
reimbursed for such expenses by the Borrower.

      SECTION 7.06. Successor Agent. The Agent may resign at any time by giving
ten days' written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent with the consent of the Borrower (which consent shall not be
unreasonably withheld). If no successor Agent shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation or the Required
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf
of the Lenders with the consent of the Borrower (which consent shall not be
unreasonably withheld), appoint a successor Agent, which shall be a commercial
bank organized under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $50,000,000. 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, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

      SECTION 7.07. Senior Managing Agents and Co-Documentation Agents as
Lenders. No Senior Managing Agent and or Co-Documentation Agent shall have any
rights, responsibilities or obligations other than as a Lender hereunder.


                                  ARTICLE VIII

                                  MISCELLANEOUS

      SECTION 8.01. Amendments, Etc. Other than as specified in Section 2.01(b)
or 5.02(b), no amendment or waiver of any provision of this Agreement or the
Notes, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Required Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and
signed by all the Lenders (other than the Designated Bidders), do any of the
following: (a) waive any of the conditions specified in Section 3.01, (b)
increase the Revolving Credit Commitments of the Lenders or subject the Lenders
to any additional obligations, (c) reduce the principal of, or interest on, the
Notes or any fees or other amounts payable to the Lenders hereunder, (d)
postpone any date fixed for any payment of principal of, or interest on, the
Notes or any fees or other amounts payable to the Lenders hereunder, (e) change
the percentage of the Revolving Credit Commitments of the aggregate unpaid
principal amount of the Notes, or the number of Lenders, that shall be required
for the Lenders or any of them to take any action hereunder or (f) amend this
Section 8.01; and provided further that no amendment, waiver or consent shall,
unless in writing and signed by the Agent in addition to the Lenders required
above to take such action, affect the rights or duties of the Agent under this
Agreement or any Note.

      SECTION 8.02. Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including telecopier, telegraphic or telex
communication) and mailed, telecopied, telegraphed, telexed or delivered, if to
the Borrower, at its address at 12355 Sunrise Valley Drive, Suite 300, Reston,
VA 20191, Attention: Treasurer; if to any Initial Lender, at its Domestic
Lending Office specified opposite its name on Schedule I hereto; if to any other
Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; and if to the Agent, at its
address at 2 Penn's Way, Suite 200, New Castle, Delaware 19720, Attention: Pia
Saenganan with a copy to Citicorp Securities, Inc., 1200 Smith


                                       46
<PAGE>   51
Street, Suite 2000, Houston, Texas 77002, Attention: David Gorte, or, as to the
Borrower or the Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Borrower and the Agent. All such notices and communications shall, when
mailed, telecopied, telegraphed or telexed, be effective when deposited in the
mails, telecopied, delivered to the telegraph company or confirmed by telex
answerback, respectively, except that notices and communications to the Agent
pursuant to Article II, III or VII shall not be effective until received by the
Agent. Delivery by telecopier of an executed counterpart of any amendment or
waiver of any provision of this Agreement or the Notes or of any Exhibit hereto
to be executed and delivered hereunder shall be effective as delivery of a
manually executed counterpart thereof.

      SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender or
the Agent to exercise, and no delay in exercising, any right hereunder or under
any Note shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

      SECTION 8.04. Costs and Expenses; Indemnification; Limitation of
Liability. (a) The Borrower agrees to pay on demand all costs and expenses of
the Agent and the Arranger in connection with the preparation, execution,
delivery, administration, modification and amendment of this Agreement, the
Notes and the other documents to be delivered hereunder, including, without
limitation, (i) all due diligence, syndication (including expenses related to
printing, distribution and bank meetings), transportation, computer and
duplication expenses and (ii) the reasonable fees and expenses of counsel for
the Agent and the Arranger with respect thereto and with respect to advising the
Agent and the Arranger as to their respective rights and responsibilities under
this Agreement. The Borrower further agrees to pay on demand all costs and
expenses of the Agent, the Arranger and the Lenders, if any (including, without
limitation, reasonable counsel fees and expenses), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Agent and each Lender in connection with the enforcement of rights under this
Section 8.04(a).

      (b) (i) The Borrower agrees to indemnify and hold harmless the Agent, the
Arranger, each Managing and Co-Syndication Agent, each Lender and each Issuing
Lender and each of their Affiliates and their officers, directors, employees,
agents and advisors (each, an "Indemnified Party") from and against any and all
claims, damages, losses, liabilities and reasonable expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or by reason of, or in connection with the preparation for
a defense of, any investigation, litigation or proceeding arising out of,
related to or in connection with (i) the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances and (ii) the issuance of any Letter of Credit or the payment of
any amount thereunder, in each case whether or not such investigation,
litigation or proceeding is brought by the Borrower, its directors, shareholders
or creditors or an Indemnified Party or any other Person or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated, except to the extent such claim, damage,
loss, liability or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct.

      (ii) Any action, inaction or omission suffered or taken by any Issuing
Lender in connection with any Letter of Credit, if taken in good faith and in
conformity with foreign or U.S. laws or regulations, shall be binding upon the
Borrower and shall not place any Issuing Lender under any resulting liability to
the Borrower. Without limiting the generality of the foregoing, the Issuing
Lenders (a) may act in reliance upon any oral, telephonic, telegraphic,
facsimile electronic or written request or notice in good faith believed to have
been authorized by the Borrower, (b) shall not be responsible for the form,
genuineness, identity or authority of any signer, or falsification or legal
effect of documents presented under any Letter of Credit, if such documents on


                                       47
<PAGE>   52
their face appear to be in order, (c) may accept or pay as complying with the
terms of any Letter of Credit any drafts or other documents appearing on their
face to be signed by or issued to the administrator, executor, successor or
trustee in bankruptcy of, or the receiver of any property of, or any other
person or entity acting as the representative or in the place of the
beneficiary, (d) may waive inconsequential discrepancies and letter of credit
terms imposed solely for bank convenience or bank protection and (e) shall be
fully protected in acting in accordance with any prevailing banking usage.
Assistance provided by any Issuing Lender in preparing the text of any Letter of
Credit shall not deem such Issuing Lender the drafter of such Letter of Credit
and such Issuing Lender shall not be responsible for the effectiveness or
suitability of such Letter of Credit for the Borrower's commercial purpose.
Notwithstanding anything contained in this Section 8.04(b) or in Section
2.06(c)(ii), no Issuing Lender will be excused from any liability for damage,
loss or expense if such damage, loss or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Issuing Lender's gross negligence or willful misconduct; provided,
however, that no Issuing Lender shall be liable to the Borrower for any
consequential or special damages relating to any Letter of Credit.

      (c) If any payment of principal of, or Conversion of, any Eurodollar Rate
Advance or LIBO Rate Advance is made by the Borrower to or for the account of a
Lender other than on the last day of the Interest Period for such Advance, as a
result of a payment or Conversion pursuant to Section 2.08(d) or (e), 2.10 or
2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for
any other reason, the Borrower shall, upon demand by such Lender (with a copy of
such demand to the Agent), pay to the Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss (excluding loss of anticipated profits),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender to fund or maintain such Advance.

      (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.12, 2.15 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

      SECTION 8.05. Right of Setoff. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the Agent to
declare the Notes due and payable pursuant to the provisions of Section 6.01,
each Lender is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement and the Note held by such Lender,
whether or not such Lender shall have made any demand under this Agreement or
such Note and although such obligations may be unmatured. Each Lender agrees
promptly to notify the Borrower after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application. The rights of each Lender under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of setoff) that such Lender and its Affiliates may have.

      SECTION 8.06. Binding Effect. This Agreement shall become effective (other
than Sections 2.01 and 2.03, which shall only become effective upon satisfaction
of the conditions precedent set forth in Section 3.01) when it shall have been
executed by the Borrower and the Agent and when the Agent shall have been
notified by each Initial Lender that such Initial Lender has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrower, the
Agent and each Lender and their respective successors and assigns, except that
the Borrower shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lenders.

      SECTION 8.07. Assignments, Designations and Participations. (a) Each
Lender (other than the Designated Bidders) may, upon the written consent of the
Borrower (which consent shall not be unreasonably


                                       48
<PAGE>   53
withheld) and, if demanded by the Borrower (following a demand by such Lender
pursuant to Section 2.12 or 2.15 or notice from such Lender pursuant to Section
2.13) upon at least five Business Days' notice to such Lender and the Agent,
will, assign to one or more Persons all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Revolving Credit Commitment, the Advances owing to it and the
Note or Notes held by it); provided, however, that (i) each such assignment
shall be of a constant, and not a varying, percentage of all rights and
obligations under this Agreement (other than any right to make Competitive Bid
Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (ii)
except in the case of an assignment to a Person that, immediately prior to such
assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the amount of the Revolving Credit Commitment
of the assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than the lesser of (A) 1% of the total
Revolving Credit Commitment, (B) $5,000,000 or (C) the full amount of such
assigning Lender's Revolving Credit Commitment, (iii) unless an assigning Lender
assigns the full amount of its Revolving Credit Commitment, such assigning
Lender may not assign Revolving Credit Commitments such that its remaining
Revolving Credit Commitments are in an amount less than the lesser of (A) 1% of
the total Revolving Credit Commitment or (B) $5,000,000, (iv) each such
assignment shall be to an Eligible Assignee, (v) each such assignment made as a
result of a demand by the Borrower pursuant to this Section 8.07(a) shall be
arranged by the Borrower after consultation with the Agent and shall be either
an assignment of all of the rights and obligations of the assigning Lender under
this Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (vi) no Lender shall be obligated to make any such assignment as
a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and
until such Lender shall have received one or more payments from either the
Borrower or one or more Eligible Assignees in an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such
Lender, together with accrued interest thereon to the date of payment of such
principal amount and all other amounts payable to such Lender under this
Agreement, and (vii) the parties to each such assignment shall provide the Agent
with written notice of such assignment and shall execute and deliver to the
Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance, together with any Revolving Credit Note subject to such assignment
and a processing and recordation fee of $3,000 (provided, that in the case of a
ratable assignment of a Lender's Revolving Credit Commitments and such Lender's
commitments under the 364-Day Loan Documents, such processing and recordation
fee shall only be payable once with respect to both assignments); provided
further that in the case of an assignment by any Lender to an Affiliate of such
Lender, or an assignment by any Lender to any other Lender, the Borrower must be
given written notice thereof, but the consent of the Borrower shall not be
required. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto).

      (b) By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such


                                       49
<PAGE>   54
assignee confirms that it has received a copy of this Agreement, together with
copies of the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon the Agent, such assigning
Lender 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; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Agent by the terms
hereof, together with such powers and discretion as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all of the obligations that by the terms of this Agreement are
required to be performed by it as a Lender.

      (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Revolving Credit Note or Notes subject to such assignment, the
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, subject to the Borrower's consent
thereto (if required), (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower. Within ten Business Days after its receipt of such
notice, the Borrower, at its own expense, shall execute and deliver to the Agent
in exchange for the surrendered Revolving Credit Note a new Note to the order of
such Eligible Assignee in an amount equal to the Revolving Credit Commitment
assumed by it pursuant to such Assignment and Acceptance and, if the assigning
Lender has retained a Revolving Credit Commitment hereunder, a new Revolving
Credit Note to the order of the assigning Lender in an amount equal to the
Revolving Credit Commitment retained by it hereunder. Such new Revolving Credit
Note or Notes shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered Revolving Credit Note or Notes, shall be
dated the effective date of such Assignment and Acceptance and shall otherwise
be in substantially the form of Exhibit A-1 hereto.

      (d) Each Lender (other than the Designated Bidders) may designate one or
more banks or other entities to have a right to make Competitive Bid Advances as
a Lender pursuant to Section 2.03; provided, however, that (i) no such Lender
shall be entitled to make more than two such designations, (ii) each such Lender
making one or more of such designations shall retain the right to make
Competitive Bid Advances as a Lender pursuant to Section 2.03, (iii) each such
designation shall be to a Designated Bidder and (iv) the parties to each such
designation shall execute and deliver to the Agent, for its acceptance and
recording in the Register, a Designation Agreement. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Designation Agreement, the designee thereunder shall be a party hereto
with a right to make Competitive Bid Advances as a Lender pursuant to Section
2.03 and the obligations related thereto.

      (e) By executing and delivering a Designation Agreement, the Lender making
the designation thereunder and its designee thereunder confirm and agree with
each other and the other parties hereto as follows: (i) such Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such designee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Designation Agreement; (iv) such designee will, independently and without
reliance upon the Agent, such designating Lender 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; (v) such designee confirms that it is a


                                       50
<PAGE>   55
Designated Bidder; (vi) such designee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers and discretion as are reasonably incidental thereto; and (vii)
such designee agrees that it will perform in accordance with their terms all of
the obligations which by the terms of this Agreement are required to be
performed by it as a Lender.

      (f) Upon its receipt of a Designation Agreement executed by a designating
Lender and a designee representing that it is a Designated Bidder, the Agent
shall, if such Designation Agreement has been completed and is substantially in
the form of Exhibit D hereto, (i) accept such Designation Agreement, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower.

      (g) The Agent shall maintain at its address referred to in Section 8.02 a
copy of each Assignment and Acceptance and each Designation Agreement delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lenders and, with respect to Lenders other than Designated
Bidders, the Revolving Credit Commitment of, and principal amount of the
Advances owing to, each Lender from time to time (the "Register"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

      (h) Each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Revolving Credit Commitment, the Advances
owing to it and the Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Revolving Credit Commitment to the Borrower hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) such Lender shall remain the holder
of any such Note for all purposes of this Agreement, (iv) the Borrower, the
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or
any Note, or any consent to any departure by the Borrower therefrom, except to
the extent that such amendment, waiver or consent would reduce the principal of,
or interest on, the Notes or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation, or postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation.

      (i) Any Lender may, in connection with any assignment, designation or
participation or proposed assignment, designation or participation pursuant to
this Section 8.07, disclose to the assignee, designee or participant or proposed
assignee, designee or participant, any information relating to the Borrower
furnished to such Lender by or on behalf of the Borrower; provided that, prior
to any such disclosure, the assignee, designee or participant or proposed
assignee, designee or participant shall agree to preserve the confidentiality of
any Confidential Information relating to the Borrower received by it from such
Lender on the terms set forth in Section 8.08.

      (j) Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time create a security interest in all or any portion of its
rights under this Agreement (including, without limitation, the Advances owing
to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System.

      SECTION 8.08 Confidentiality. Neither the Agent nor any Lender shall
disclose any


                                       51
<PAGE>   56
Confidential Information to any other Person without the consent of the
Borrower, other than (a) to the Agent's or such Lender's Affiliates and their
officers, directors, employees, agents and advisors and, as contemplated by
Section 8.07(i), to actual or prospective assignees and participants, provided
that any Person to whom disclosure is made shall agree to be bound by this
Section, (b) as required by any law, rule or regulation or judicial process,
provided that, to the extent practicable, prior notice of such disclosure shall
be given to the Borrower, (c) to any rating agency when required by it, provided
that, prior to any such disclosure, such rating agency shall undertake to
preserve the confidentiality of any Confidential Information relating to the
Borrower received by it from such Lender, and (d) as requested or required by
any state, federal or foreign authority or examiner regulating banks or banking.
Each Lender and each other Person required to preserve the confidentiality of
Confidential Information hereunder shall use such information only for purposes
of evaluating extensions of credit to the Borrower and its Subsidiaries.

      SECTION 8.09. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York. Each Letter of Credit issued under this Agreement shall be governed by,
and construed in accordance with, the Uniform Customs and Practice for
Documentary Credits, version 500, published by the International Chamber of
Commerce (the "UCP") or such later version in effect at the time of the issuance
of the Letter of Credit. Matters not addressed by the UCP shall be subject to
and governed by the laws of the State of New York.

      SECTION 8.10 Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement.

      SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court for
any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or
the Notes in the courts of any jurisdiction.

      (b) Each of the parties hereto irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

      SECTION 8.12. Severability of Provisions. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.


                                       52
<PAGE>   57
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                                        COLUMBIA ENERGY GROUP


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


                                        CITIBANK, N.A.,
                                         as Administrative Agent


                                        By /s/ Mark Stanfield Packard
                                          --------------------------------------
                                          Name: MARK STANFIELD PACKARD
                                          Title: Vice President


                                 Initial Lenders

Revolving Credit
Commitment

$50,000,000.00                          CITIBANK, N.A.,



                                        By /s/ Mark Stanfield Packard
                                          --------------------------------------
                                          Name: MARK STANFIELD PACKARD
                                          Title: Vice President


Revolving Credit
Commitment

$50,000,000.00                          PNC BANK, NATIONAL ASSOCIATION



                                        By  /s/ Thomas A. Majeski
                                          --------------------------------------
                                          Name: Thomas A. Majeski
                                          Title: Vice President
<PAGE>   58
                           Initial Lenders (continued)




Revolving Credit
Commitment

$50,000,000.00                          THE CHASE MANHATTAN BANK


                                        By /s/ Mary Jo Woodford
                                          --------------------------------------
                                          Name: MARY JO WOODFORD
                                          Title: VICE PRESIDENT


Revolving Credit
Commitment

$50,000,000.00                          MORGAN GUARANTY
                                        TRUST COMPANY OF NEW YORK



                                        By  /s/ Kathryn Sayko-Yanes
                                          --------------------------------------
                                          Name: KATHRYN SAYKO-YANES
                                          Title: VICE PRESIDENT


Revolving Credit
Commitment

$33,333,333.33                          BANK OF MONTREAL



                                        By  /s/ Elizabeth F. Trapp
                                          --------------------------------------
                                          Name: Elizabeth F. Trapp
                                          Title: Director


Revolving Credit
Commitment

$33,333,333.33                          CANADIAN IMPERIAL BANK OF COMMERCE



                                        By   /s/ Michael A.G. Corkum
                                          --------------------------------------
                                          Name: Michael A.G. Corkum
                                          Title: AUTHORIZED SIGNATORY
<PAGE>   59
                          Initial Lenders (continued)

Revolving Credit
Commitment

$25,000,000.00                          BANKERS TRUST COMPANY



                                        By  /s/ Mr. Marcus M. Tarkington
                                          --------------------------------------
                                          Name: Mr. Marcus M. Tarkington
                                          Title: Principal


Revolving Credit
Commitment

$10,000,000.00                          BANK OF TOKYO-MITSUBISHI TRUST COMPANY



                                        By /s/ J. A. Don
                                          --------------------------------------
                                          Name: J. A. DON
                                          Title: VP & MGR


Revolving Credit
Commitment

$6,666,666.66                           UNION BANK OF CALIFORNIA



                                        By  /s/ David A. Musicant
                                          --------------------------------------
                                          Name: David A. Musicant
                                          Title: Vice President


Revolving Credit
Commitment

$16,666,666.67                          THE FIRST NATIONAL BANK OF CHICAGO



                                        By  /s/ Madeleine N. Pember
                                          --------------------------------------
                                          Name: MADELEINE N. PEMBER
                                          Title: Assistant Vice President
<PAGE>   60
                           Initial Lenders (continued)

Revolving Credit
Commitment

$16,666,666.67                          THE FIRST NATIONAL BANK OF MARYLAND



                                        By  /s/ Shaun E. Murphy
                                          --------------------------------------
                                          Name: Shaun E. Murphy
                                          Title: Senior Vice President


Revolving Credit
Commitment

$16,666,666.67                          FIRST UNION NATIONAL BANK



                                        By  /s/ Michael J. Kolosowsky
                                          --------------------------------------
                                          Name: MICHAEL J. KOLOSOWSKY
                                          Title: VICE PRESIDENT


Revolving Credit
Commitment

$16,666,666.67                          NATIONAL CITY BANK



                                        By  /s/ Jeffrey L. Hawthorne
                                          --------------------------------------
                                          Name: JEFFREY L. HAWTHORNE
                                          Title: VICE PRESIDENT


Revolving Credit
Commitment

$15,000,000.00                          COMMERZBANK



                                        By  /s/ Dempsey L. Gable 
                                          --------------------------------------
                                          Name: Dempsey L. Gable 
                                          Title: Senior Vice President



                                            /s/ Andrew Kjoller
                                          --------------------------------------
                                                Andrew Kjoller
                                                Assistant Treasurer

<PAGE>   61
                          Initial Lenders (continued)

Revolving Credit
Commitment

$10,000,000.00                          ARAB BANK, PLC



                                        By  /s/ Michael Barker
                                          --------------------------------------
                                          Name: Michael Barker
                                          Title:
Revolving Credit
Commitment

$10,000,000.00                          THE BANK OF NOVA SCOTIA



                                        By  /s/ F. C. Ashby
                                          --------------------------------------
                                        Name: F. C. H. Ashby
                                        Title: Senior Manager
                                               Loan Operations

Revolving Credit
Commitment

$10,000,000.00                          CRIDIT AGRICOLE INDOSUEZ



                                        By  /s/ Dean Balice 
                                          --------------------------------------
                                        Name: DEAN BALICE
                                        Title: SENIOR VICE PRESIDENT
                                               BRANCH MANAGER 

                                        By  /s/ David Eouhl
                                          --------------------------------------
                                          Name: DAVID EOUHL F.V.P.
                                          Title: HEAD OF CORPORATE BANKING
                                                 CHICAGO


Revolving Credit
Commitment

$10,000,000.00                          CRESTAR BANK



                                        By  /s/ Nancy R. Petrash
                                          --------------------------------------
                                          Name: Nancy R. Petrash 
                                          Title: Senior Vice President
 
<PAGE>   62
                          Initial Lenders (continued)


Revolving Credit
Commitment

$10,000,000.00                          BANCA MONTE DEI PASCHI DI SIENA, S.p.A.



                                        By  /s/ S. M. Sondak
                                          --------------------------------------
                                          Name: S. M. Sondak
                                          Title: F.V.P. & Dep. General Manager


                                        By  /s/ Brian R. Landy
                                          --------------------------------------
                                          Name: Brian R. Landy
                                          Title: Vice President


Revolving Credit
Commitment

$10,000,000.00                          SOCIETE GENERALE



                                        By  /s/ Gordon Eadon
                                          --------------------------------------
                                          Name: Gordon Eadon
                                          Title: Vice President