<PAGE>   1
                                                                  Exhibit-10 CD


                                U.S. $450,000,000
                                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
<PAGE>   2
                                TABLE OF CONTENTS
                                                                            PAGE


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    SECTION 1.01.  Certain Defined Terms..................................     1
    SECTION 1.02.  Computation of Time Periods............................    12
    SECTION 1.03.  Accounting Terms.......................................    12

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
    SECTION 2.01.  .......................................................    12
    SECTION 2.02.  Making the Advances....................................    12
    SECTION 2.03.  Optional Termination or Reduction of Revolving Credit 
                   Commitments............................................    13
    SECTION 2.05.  Interest on Advances...................................    13
    SECTION 2.06.  Interest Rate Determination............................    14
    SECTION 2.07.  Fees...................................................    15
    SECTION 2.08.  Optional Conversion of Revolving Credit Advances.......    16
    SECTION 2.09.  Prepayments of Advances................................    16
    SECTION 2.10.  Increased Costs........................................    16
    SECTION 2.11.  Illegality.............................................    17
    SECTION 2.12.  Payments and Computations..............................    18
    SECTION 2.13.  Taxes..................................................    19
    SECTION 2.14.  Sharing of Payments, Etc...............................    20
    SECTION 2.15.  Use of Proceeds........................................    21
    SECTION 2.16.  Extensions of Termination Date and Final Maturity Date.    21

ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING
    SECTION 3.01.  Conditions Precedent to Effectiveness of Section 2.01..    22
    SECTION 3.02.  Conditions Precedent to Each Borrowing and to Extension 
                   of the Final Maturity Date.............................    23
    SECTION 3.03.  Determinations Under Section 3.01......................    24

ARTICLE IV REPRESENTATIONS AND WARRANTIES
    SECTION 4.01.  Representations and Warranties of the Borrower.........    24

ARTICLE V COVENANTS OF THE BORROWER
    SECTION 5.01.  Affirmative Covenants..................................    26
    SECTION 5.02.  Negative Covenants.....................................    29
    SECTION 5.03.  Leverage Ratio.........................................    31

ARTICLE VI EVENTS OF DEFAULT
    SECTION 6.01.  Events of Default......................................    31

ARTICLE VII THE AGENT
    SECTION 7.01.  Authorization and Action...............................    33
    SECTION 7.02.  Agent's Reliance, Etc..................................    33
    SECTION 7.03.  Citibank and Affiliates................................    34
    SECTION 7.04.  Lender Credit Decision.................................    34
    SECTION 7.05.  Indemnification........................................    34
    SECTION 7.06.  Successor Agent........................................    34
    SECTION 7.07.  Senior Managing Agents and Co-Documentation Agents as 
                   Lenders................................................    35

ARTICLE VIII MISCELLANEOUS
    SECTION 8.01.  Amendments, Etc........................................    35
    SECTION 8.02.  Notices, Etc...........................................    35
<PAGE>   3
    SECTION 8.03.  No Waiver; Remedies....................................    35
    SECTION 8.04.  Costs and Expenses; Indemnification; Limitation of 
                   Liability..............................................    35
    SECTION 8.05.  Right of Setoff........................................    36
    SECTION 8.06.  Binding Effect.........................................    36
    SECTION 8.07.  Assignments, Designations and Participations...........    37
    SECTION 8.08.  Confidentiality........................................    39
    SECTION 8.09.  Governing Law..........................................    39
    SECTION 8.10.  Execution in Counterparts..............................    39
    SECTION 8.11.  Jurisdiction, Etc......................................    39
    SECTION 8.12.  Severability of Provisions.............................    40
<PAGE>   4
    SCHEDULES

    Schedule I - List of Applicable Lending Offices

    Schedule II - Non-Core Subsidiaries

    Schedule 3.01(b) - Disclosed Litigation

    Schedule 4.01(c) - Required Authorizations and Approvals

    Schedule 5.02(a) - Liens


    EXHIBITS

    Exhibit A    -    Form of Revolving Credit Note

    Exhibit B    -    Form of Notice of Revolving Credit Borrowing

    Exhibit C    -    Form of Assignment and Acceptance

    Exhibit D    -    Form of Opinion of Counsel for the Borrower
<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, co-documentation agent and co-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):

                  "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.

                  "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 
<PAGE>   6
         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.

                  "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>
============================================================================================================
Public Debt Rating         Applicable Margin for      Applicable Margin for     Applicable       Applicable
   S&P/Moody's              Base Rate Advances       Eurodollar Rate Advances     Margin         Margin for  
                                                                                for CD Rate     Facility Fee  
                                                                                 Advances                   
============================================================================================================
<S>                        <C>                       <C>                        <C>             <C>
Level 1                              0                          .13%              .255%             .05%
  AA-/AA3 or higher
------------------------------------------------------------------------------------------------------------
Level 2                              0                          .20%              .325%             .06%
  A+/A/A-/A1/A2/A3
------------------------------------------------------------------------------------------------------------
Level 3                              0                         .215%               .34%            .085%
  BBB+/Baa1
------------------------------------------------------------------------------------------------------------
Level 4                              0                          .26%              .385%            .105%
  BBB/Baa2
------------------------------------------------------------------------------------------------------------
Level 5                              0                          .31%               .45%            .125%
  BBB-/Baa3 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 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 5 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 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; (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 the
         Revolving Credit Facility, a Lender that has a Revolving Credit
         Commitment with respect to such Facility at such time.

                  "Arranger" means Citicorp Securities, Inc., as arranger of the
         syndicate of Initial Lenders hereunder.
<PAGE>   7
                  "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.

                  "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 2.05(a)(i).

                  "Borrowing" means a Revolving Credit 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.

                  "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 2.05(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.

                  "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 


                                        3
<PAGE>   8
         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 2.06 or 2.08.

                  "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 similar 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 or 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.

                  "Declining Lender" has the meaning specified in Section
         2.16(a).

                  "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.

                  "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 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 


                                        4
<PAGE>   9
         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 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


                                        5
<PAGE>   10
         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 2.06.

                  "Eurodollar Rate Advance" means a Revolving Credit Advance
         that bears interest as provided in Section 2.05(a)(ii).

                  "Eurodollar Rate Reserve Percentage" of any Lender for any
         Interest Period for all Eurodollar 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
         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 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.


                                       6
<PAGE>   11
                  "Extending Lender" has the meaning specified in Section
         2.16(a).

                  "Facility" means the Revolving 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.

                  "Final Maturity Date" means (a) the Termination Date or (b) if
         extended pursuant to Section 2.16(b), the date requested by the
         Borrower pursuant to Section 2.16(b), but in no event shall such date
         be later than the first anniversary of the then scheduled Termination
         Date.

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

                  "Five-Year Loan Documents" means the Five-Year Credit
         Agreement and the Five-Year Notes.

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

                  "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.

                  "Interest Period" means, for each Eurodollar Rate Advance or
         CD Rate Advance comprising part of the same Revolving Credit Borrowing,
         the period commencing on the date of such Eurodollar Rate Advance, CD
         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 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 and (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;
         provided, however, that:


                                       7
<PAGE>   12
                           (i) the Borrower may not select any Interest Period
                  that ends after the Final Maturity 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 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.

                  "Lenders" means the Initial Lenders and each Person that shall
         become a party hereto pursuant to Section 8.07(a), (b) and (c).

                  "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 and each Note executed
         hereunder.

                  "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 Five-Year 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 


                                       8
<PAGE>   13
         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 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.

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

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

                  "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 such subsidiary,
         project or property or the financing thereof.

                  "Pro Rata Share" of any amount means, with respect to any
         Lender 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.

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


                                       9
<PAGE>   14
         time.

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

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

                  "Replacement Lender" has the meaning specified in Section
         2.16(a).

                  "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 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 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
         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.

                  "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


                                       10
<PAGE>   15
         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.

                  "Termination Date" means the earlier of (i) 364 days after the
         Effective Date or, if extended pursuant to Section 2.16(a), the date
         that is 364 days after the Termination Date then in effect, and (ii)
         the date of termination in whole of the Revolving Credit Commitments
         pursuant to Section 2.03 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 the purposes of the calculation
         of Total Debt, any Non-Recourse Debt shall be included only in an
         amount equal to the lessor 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 minus (b) the
         sum of the aggregate principal amount of all Revolving Credit Advances
         made by all Lenders and outstanding at such time.

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

                  "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 


                                       11
<PAGE>   16
         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 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 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 2.03 (such Lender's "Revolving Credit Commitment"), provided
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 would exceed the aggregate amount of the Revolving Credit
Commitments of the Lenders. Each Revolving Credit Borrowing shall be in an
aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess
thereof 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 of each Lender's Revolving Credit
Commitment, the Borrower may borrow under this Section 2.01(a), prepay pursuant
to Section 2.09 and, unless the Borrower has delivered a request pursuant to the
provisions of Section 2.16(b), reborrow under this Section 2.01(a).

                  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 Borrowing") shall be by telephone, confirmed
immediately in writing, or telecopier or tested telex in substantially the form
of Exhibit B 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 


                                       12
<PAGE>   17
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.

                  (b) 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 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 2.06 or
2.11 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.

                  (c) 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.

                  (d) 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) 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 2.05 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.

                  (e) 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. 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.

                  SECTION 2.04. Repayment of Revolving Credit Advances. The
Borrower shall repay to the Agent for the ratable account of the Lenders on the
Final Maturity Date the aggregate principal amount of the Revolving Credit
Advances then outstanding.

                  SECTION 2.05. Interest on Advances. (a) Scheduled Interest.
The Borrower shall pay 


                                       13
<PAGE>   18
interest on the unpaid principal amount of each Advance 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 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 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 2.06. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurodollar Rate and each Adjusted CD 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


                                       14
<PAGE>   19
Lenders of the applicable interest rate determined by the Agent for purposes of
Section 2.05(a)(i), (ii) or (iii), and the rate, if any, furnished by each
Reference Bank for the purpose of determining the interest rate under Section
2.05(a)(ii) or (iii).

                  (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 or Adjusted CD Rate for any
Eurodollar Rate Advances or CD 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 or CD 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 or CD 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
         suspension no longer exist.

                  SECTION 2.07. Fees. (a) Facility Fee. The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee on the daily
aggregate amount of such Lender's Revolving Credit Commitment (i) from the
earlier of (x) the Effective Date or (y) 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 then in effect, at a
rate per annum equal to the Applicable Margin in effect from time to time or
(ii) if the Borrower has extended the Final Maturity date pursuant to Section
2.16(b), from the Termination Date then in effect until the Final Maturity Date
as a per annum rate equal to the Applicable Margin in effect from time to time,
payable in arrears quarterly on the first Business 


                                       15
<PAGE>   20
Day of each January, April, July and October, commencing April 1, 1998, and on
the Termination Date or Final Maturity Date.

                  (b) 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.

                  (c) 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.

                  (d) 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.

                  SECTION 2.08. 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
2.06 and 2.11, 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 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 2.09. 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 and (ii) at least one Business Day's
notice in the case of a Base Rate 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 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 ; 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 equal to the amount by which (A) the sum of the
aggregate principal amount of the Revolving Credit Advances exceeds (B) the
Revolving Credit Facility on such Business Day.

                  (ii) 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 


                                       16
<PAGE>   21
Section 2.09(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 2.10. 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 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, there shall be any increase in the cost
to any Lender of agreeing to make or making, funding or maintaining Eurodollar
Rate Advances or CD Rate Advances (excluding for purposes of this Section 2.10
any such increased costs resulting from taxes, including Taxes and Other Taxes
(as to which Section 2.13 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 2.10,
no Lender shall be entitled to demand compensation pursuant to this Section 2.10
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 2.10 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.


                                       17
<PAGE>   22
                  SECTION 2.11. 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
to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of
the Lenders to make Eurodollar Rate Advances 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 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 made by it be Converted to Base Rate Advances, in which event all
such Eurodollar Rate Advances 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 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 resulting from the
Conversion of such Eurodollar Rate Advances. For purposes of this Section 2.11,
a notice to the Borrower by any Lender shall be effective as to each Eurodollar
Rate Advance, if lawful, on the last day of the Interest Period currently
applicable to such Eurodollar Rate Advance; in all other cases such notice shall
be effective on the date of the occurrence of the circumstances causing such
suspension.

                  SECTION 2.12. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes 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 2.10, 2.13
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 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 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 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 


                                       18
<PAGE>   23
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, 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 2.13. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.12,
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 2.13) 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 2.13)
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.


                                       19
<PAGE>   24
                  (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, 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 2.13(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 2.13(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 2.13, 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 2.13 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 2.14. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether 


                                       20
<PAGE>   25
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 2.10, 2.13 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, 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 2.14 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 2.15. 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.

                  SECTION 2.16. Extensions of Termination Date and Final
Maturity Date. (a) No earlier than 60 days and no later than 45 days prior to
the Termination Date in effect at any time, the Borrower may, by written notice
to the Administrative Agent, request that such Termination Date be extended for
a period of 364 days. Such request shall be irrevocable and binding upon the
Borrower. The Administrative Agent shall promptly notify each Lender of such
request. If a Lender agrees, in its individual and sole discretion, to so extend
its Revolving Credit Commitment (an "Extending Lender"), it shall deliver to the
Administrative Agent a written notice of its agreement to do so no earlier than
30 days and no later than 20 days prior to such Termination Date and the
Administrative Agent shall notify the Borrower of such Extending Lender's
agreement to extend its Commitment no later than 15 days prior to such
Termination Date. The Revolving Credit Commitment of any Lender that fails to
accept or respond to the Borrower's request for extension of the Termination
Date (a "Declining Lender") shall be terminated on the Termination Date
originally in effect (without regard to any extension by other Lenders) and on
such Termination Date the Borrower shall pay in full the principal amount of all
Advances owing to such Declining Lender, together with accrued interest thereon
to the date of such payment of principal and all other amounts payable to such
Declining Lender under this Agreement. The Administrative Agent shall promptly
notify each Extending Lender of the aggregate Commitments of the Declining
Lender. The Extending Lenders, or any of them, may offer to increase their
respective Commitments by an aggregate amount up to the aggregate amount of the
Declining Lenders' Commitments and any such Extending Lender shall deliver to
the Administrative Agent a notice of its offer to so increase its Commitment no
later than 15 days prior to such Termination Date. To the extent of any
shortfall in the aggregate amount of extended Commitments, the Borrower shall
have the right to require any Declining Lender to assign in full its rights and
obligations under this Agreement to an Eligible Assignee designated by the
Borrower and acceptable to the Administrative Agent, such acceptance not to be
unreasonably withheld, that agrees to accept all of such rights and obligations
(a "Replacement Lender"), provided that (i) such increase and/or such assignment
is otherwise in compliance with Section 8.07, (ii) such Declining Lender
receives payment in full of the principal amount of all Advances owing to such
Declining Lender, together with accrued interest thereon to the date of such
payment of principal and all other amounts payable to such Declining Lender
under this Agreement and (iii) any such increase shall be effective on the
Termination Date in effect at the time the Borrower requests such extension and
any such assignment shall be effective on the date specified by the Borrower and
agreed to by the Replacement Lender and the Administrative Agent. If Extending
Lenders and Replacement Lenders provide Commitments in an aggregate amount at
least equal to 51% of the aggregate amount of the Commitments outstanding 30
days prior to the Termination Date in effect at the time the Borrower requests
such extension, the Termination Date shall be 


                                       21
<PAGE>   26
extended by 364 days for such Extending Lenders, subject, however, to the
provisions of subsection (b) of this Section 2.16.

                  (b) No earlier than 60 days and no later than 45 days prior to
the Termination Date in effect at any time, the Borrower may, by written notice
to the Administrative Agent, request that the Final Maturity Date be a date
occurring up to the first anniversary of the then scheduled Termination Date.
Such request shall be irrevocable and binding upon the Borrower. The
Administrative Agent shall promptly notify each Lender of such request. Subject
to the satisfaction of the applicable conditions set forth in Section 3.02 as of
such Termination Date, the Final Maturity Date shall be, effective as of such
Termination Date, such date as the Borrower shall request pursuant to this
subsection (b) of this Section 2.16 and, as of such Termination Date, all Unused
Revolving Credit Commitments shall be canceled.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of Section
2.01. Section 2.01 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 received for the account of each Lender a
         certificate signed by a duly authorized officer of the Borrower, dated
         the Effective Date, stating that:


                                       22
<PAGE>   27
                           (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, does 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)
         in sufficient copies for each Lender:

                           (i) The Revolving Credit Notes to the order of the
                  Lenders, 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 D 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.

                           (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 and to
Extension of the Final 


                                       23
<PAGE>   28
Maturity Date. The obligation of each Lender to make an Advance on the occasion
of each Borrowing and the extension of the Final Maturity Date pursuant to
Section 2.16(b) shall be subject to the conditions precedent that the Effective
Date shall have occurred and on the date of such Borrowing or in the case of the
extension of the Final Maturity Date, on the Termination date then in effect,
the following statements shall be true (and each of the giving of the applicable
Notice of Borrowing or notice of extension of the Final Maturity Date, as the
case may be, and the acceptance by the Borrower of the proceeds of such
Borrowing shall constitute a representation and warranty by the Borrower that on
the date of such Borrowing such statements are true):

                  (i) the representations and warranties contained in Section
         4.01 are correct on and as of the date of such Revolving Credit, before
         and after giving effect to such Revolving Credit 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 Revolving Credit or from the application of the proceeds
         therefrom, that constitutes a Default.

                  SECTION 3.03. 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 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 


                                       24
<PAGE>   29
         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.

                  (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.


                                       25
<PAGE>   30
                  (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 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 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


                                       26
<PAGE>   31
         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 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;


                                       27
<PAGE>   32
                           (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;

                           (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 


                                       28
<PAGE>   33
                  the Borrower or within 10 Business Days after receipt thereof
                  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

                           (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 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 


                                       29
<PAGE>   34
                  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) sales 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, 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 Final Maturity 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 


                                       30
<PAGE>   35
         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 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 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:

                  Relevant Period                           Ratio
                  ---------------                           -----
                  Effective Date - 12/30/98                 0.675:1.00
                  12/31/98 - 12/30/00                       0.650:1.00
                  12/31/00 and thereafter                   0.625:1.00

                                   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 Five-Year 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


                                       31
<PAGE>   36
                  (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 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 


                                       32
<PAGE>   37
         any period of 10 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 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 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
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.


                                   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 


                                       33
<PAGE>   38
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 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 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 


                                       34
<PAGE>   39
Lender 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 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 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, 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 or 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 


                                       35
<PAGE>   40
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 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) The Borrower agrees to indemnify and hold harmless the
Agent, the Arranger, each Managing and Co-Syndication Agent, each 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 the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances 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.

                  (c) If any payment of principal of, or Conversion of, any
Eurodollar 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 2.06(d) or (e), 2.08 or
2.10, 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 


                                       36
<PAGE>   41
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 2.10, 2.13 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 Section 2.01, 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 may, upon the written consent of the Borrower (which consent
shall not be unreasonably withheld) and, if demanded by the Borrower (following
a demand by such Lender pursuant to Section 2.10 or 2.13 or notice from such
Lender pursuant to Section 2.11) 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, (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 


                                       37
<PAGE>   42
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 Five-Year 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 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 


                                       38
<PAGE>   43
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 hereto.

                  (d) The Agent shall maintain at its address referred to in
Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the
Lenders and 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.

                  (e) 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.

                  (f) Any Lender may, in connection with any assignment or
participation or proposed assignment 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.

                  (g) 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 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 


                                       39
<PAGE>   44
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.

                  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.


                                       40
<PAGE>   45
         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>   46
                           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>   47
                          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>   48
                           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>   49
                          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>   50
                          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